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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 20-F

(Mark One)

|  |  |                                                                                               
|- |  | ----------------------------------------------------------------------------------------------
|o |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934

OR

|  |  |                                                                                     
|- |  | ------------------------------------------------------------------------------------
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2002

OR

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|  |  | For the transition period from to                                                       



Commission file number 333-7616

Distribución y Servicio D&S S.A.

(Exact name of Registrant as specified in its charter)

Distribution and Service D&S Inc.

(Translation of the Registrants name in English)

The Republic of Chile

(State or other jurisdiction
of incorporation or organization)




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Avenida Presidente Eduardo Frei Montalva 8301
Quilicura
Santiago, Chile
(56-2) 200-5000
(Address and telephone number of principal executive offices)



---



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

|                                                                              |  |                                          
|----------------------------------------------------------------------------- |  | -----------------------------------------
|Title of each class                                                           |  | Name of each exchange on which registered
|                                                                              |  |                                          
|Common Stock of Registrant
represented by American Depositary Shares, or ADSs |  | New York Stock Exchange                  

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None



---

Indicate the number of outstanding shares of each of the issuers classes of
capital or common stock as of the close of the period covered by the annual
report.

Common Stock, with no par value: 1,380,000,000

---

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.

x Yes    o No

Indicate by check mark which financial statement item the registrant has
elected to follow.

o  Item 17     x  Item 18



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TABLE OF CONTENTS



|                                                        |                                                                                       |  |  |  |  |  |  | 
|------------------------------------------------------- | ------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|INTRODUCTION                                           
|PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
|PART I                                                 
|                                                        | Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        
|                                                        | Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE                                      
|                                                        | Item 3. KEY INFORMATION                                                              
|                                                        | Item 4. INFORMATION ON THE COMPANY                                                   
|                                                        | Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 
|                                                        | Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   
|                                                        | Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            
|                                                        | Item 8. FINANCIAL INFORMATION                                                        
|                                                        | Item 9. THE OFFER AND LISTING                                                        
|                                                        | Item 10. ADDITIONAL INFORMATION                                                      
|                                                        | Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                  
|                                                        | Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                      
|PART II                                                
|                                                        | Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                             
|                                                        | Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|                                                        | Item 15. CONTROLS AND PROCEDURES                                                     
|                                                        | Item 16. [Reserved]                                                                  
|PART III                                               
|                                                        | Item 17. FINANCIAL STATEMENTS                                                        
|                                                        | Item 18. FINANCIAL STATEMENTS                                                        
|                                                        | Item 19. EXHIBITS                                                                    
|INDEX TO EXHIBITS                                      
|SIGNATURE                                              
|CERTIFICATION                                          
|AMENDED BYLAWS                                         
|LIST OF SUBSIDIARIES                                   
|CERTIFICATION                                          
|CERTIFICATION                                          
|MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING      
|OFFERING CIRCULAR                                      



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##### Table of Contents



Table of Contents

|                                                        |  |                                                            |                                                                              |  |    |    |   |      | 
|------------------------------------------------------- |  | ---------------------------------------------------------- | ---------------------------------------------------------------------------- |  | -- | -- | - | ---- | 
|                                                        |  |                                                            |                                                                              |  |    |    |   | Page | 
|                                                        |  |                                                            |                                                                              |  |    |    |   |      | 
|INTRODUCTION                                            |  |                                                            |                                                                              |  |    |    | 3 |     
|PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION |  |                                                            | 4                                                                            | 
|PART I                                                  |  |                                                            |                                                                              |  | 5  |   
|Item 1                                                  |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS      |                                                                              |  | 5  |   
|Item 2                                                  |  | OFFER STATISTICS AND EXPECTED TIMETABLE                    |                                                                              |  | 5  |   
|Item 3                                                  |  | KEY INFORMATION                                            |                                                                              |  | 5  |   
|Item 4                                                  |  | INFORMATION ON THE COMPANY                                 |                                                                              |  | 19 |   
|Item 5                                                  |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS               |                                                                              |  | 43 |   
|Item 6                                                  |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                 |                                                                              |  | 64 |   
|Item 7                                                  |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS          |                                                                              |  | 69 |   
|Item 8                                                  |  | FINANCIAL INFORMATION                                      |                                                                              |  | 71 |   
|Item 9                                                  |  | THE OFFER AND LISTING                                      |                                                                              |  | 71 |   
|Item 10                                                 |  | ADDITIONAL INFORMATION                                     |                                                                              |  | 73 |   
|Item 11                                                 |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |                                                                              |  | 86 |   
|Item 12                                                 |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES     |                                                                              |  | 87 |   
|PART II                                                 |  |                                                            |                                                                              |  | 87 |   
|Item 13                                                 |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES            |                                                                              |  | 87 |   
|Item 14                                                 |  |                                                            | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS |  |    | 87 |  
|Item 15                                                 |  | CONTROLS AND PROCEDURES                                    |                                                                              |  | 87 |   
|Item 16.                                                |  | [Reserved]                                                 |                                                                              |  | 88 |   
|PART III                                                |  |                                                            |                                                                              |  | 88 |   
|Item 17                                                 |  | FINANCIAL STATEMENTS                                       |                                                                              |  | 88 |   
|Item 18                                                 |  | FINANCIAL STATEMENTS                                       |                                                                              |  | 88 |   
|Item 19                                                 |  | EXHIBITS                                                   |                                                                              |  | 88 |   
|INDEX TO EXHIBITS                                       |  |                                                            |                                                                              |  | 88 |   
|SIGNATURE                                               |  |                                                            |                                                                              |  | 90 |   
|CERTIFICATION                                           |  |                                                            |                                                                              |  | 91 |   

2



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INTRODUCTION

Distribución y Servicio D&S S.A. is a corporation organized under the laws
of Chile. We completed our initial public offering of common shares in Chile
in December 1996. We listed our common shares on the New York Stock Exchange
under the symbol DYS and completed an initial public offering of ADSs in the
United States in October 1997. We also listed our common shares on the Madrid
Stock Exchange in December 2002. Our principal executive offices are located
at Avenida Presidente Eduardo Frei Montalva 8301, Quilicura, Santiago, Chile,
and our telephone number is 011-562-200-5000.

Special Note Regarding Forward-Looking Statements

This annual report contains forward-looking statements that involve risks
and uncertainties. These forward-looking statements appear throughout this
annual report, including, without limitation, under Item 3 Key Information 
Risk Factors, Item 4 Information on the Company and Item 5  Operating and
Financial Review and Prospects. These forward-looking statements relate to,
among other things:



| |  |  | our business model,                                                                                   
| | - |  | ------------------------------------------------------------------------------------------------------
|
| |  |  | our strategy,                                                                                         
|
| |  |  | any acquisitions or divestitures,                                                                     
|
| |  |  | any plans for entering into strategic relationships and joint ventures,                               
|
| |  |  | any new store openings,                                                                               
|
| |  |  | our expectations regarding ongoing litigation,                                                        
|
| |  |  | financings and capital increase,                                                                      
|
| |  |  | the performance of the Chilean economy, and                                                           
|
| |  |  | other expectations, intentions and plans contained in this annual
report that are not historical fact.

When used in this annual report, the words expects, anticipates,
intends, plans, may, believes, seeks, estimates and similar
expressions generally identify forward-looking statements These statements
reflect our current expectations. They are subject to a number of risks and
uncertainties, including, but not limited to, unforeseen competitive pressures,
Chilean economic conditions and changes in the marketplace. In light of the
many risks and uncertainties surrounding our marketplace, you should understand
that we cannot assure you that the forward-looking statements contained in this
annual report will be realized.

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PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

Unless otherwise specified, references herein to dollars, U.S. dollars
or US$ are to United States dollars; references to pesos, Chilean pesos
or Ch$ are to Chilean pesos; references to UF are to Unidades de Fomento, a
daily indexed Chilean peso-denominated monetary unit that takes into account
the effect of the Chilean inflation rate of the previous month. Certain
amounts contained herein may not total due to rounding. Unless otherwise
specified, our financial data is presented herein in constant Chilean pesos of
December 31, 2002 purchasing power.

As used in this Annual Report, supermarket means a retail store that
sells different foodstuffs and household items, each of which is referred to as
a stock keeping unit, or SKU, and that has three or more checkout counters.
This definition is consistent with the definition of supermarket used by the
Chilean Instituto Nacional de Estadísticas(Chilean National Institute of
Statistics), or INE. One meter equals 3.2808 feet or 1.0936 yards and one
square meter equals 10,7639 square feet. The term net revenues as used
herein includes:



| |  |  | product sales attributed to our retail operations;                                                                                                                    
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | fees received from suppliers for access to selling spaces, in the
form of rebates, special promotions or payments upon opening new stores
(together, supplier fees);
|
| |  |  | revenues from our concessionaires in each store; and                                                                                                                  
|
| |  |  | revenues from our credit card operations, in each case, net of the
value added taxes, or VAT, paid by the consumer.                                                   

In the presentation of results by format, the contributions to net
revenues are included in the store format to which they were attributable. The
term sales, as used herein, is distinct from net revenues, and is limited
to product sales (net of value added tax) attributed to our retail operations.

Chile is divided into political subdivisions, each called a Region. The
Regions are denominated by Roman numerals (i.e., I-XIII), except for the Region
which encompasses the capital, Santiago, which is called the Santiago
metropolitan region or SMR.

Information contained in this Annual Report regarding annual volume, per
capita growth rates and levels, market share, product segment, and population
data in the supermarket industry has been computed by us based upon market
statistics. Sales figures for the supermarket industry in Chile, which are
based upon industry surveys and information reported to INE, are based on data
supplied by the A.C. Nielsen Company. Additional data was obtained from third
parties and from our own research. We believe that our estimates are reliable,
but they have not been confirmed by independent sources.

4



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PART I




Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.




Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.




Item 3. KEY INFORMATION

The following table presents our selected consolidated and other financial
and operating information at the dates and for the periods indicated. The
selected financial information for the years ended December 31, 2000, 2001 and
2002, was derived from and should be read in conjunction with, our consolidated
financial statements, including the notes thereto, included elsewhere in this
Form 20-F, which were audited by Deloitte & Touche, independent accountants.
Our consolidated financial statements are prepared in accordance with Chilean
GAAP, which differs in certain significant respects from U.S. GAAP. Note 24 to
our consolidated financial statements provides a description of the principal
differences between Chilean GAAP and U.S. GAAP as they relate to us and a
reconciliation to U.S. GAAP of net income and total shareholders equity for
the periods and as of the dates covered thereby.

As required by Chilean GAAP, our financial statements are adjusted to
reflect changes in purchasing power of the Chilean peso due to inflation.
These changes are based on the consumer price index, or CPI, measured from
December 1 to November 30 of each year. Chilean GAAP requires monetary assets
and liabilities to be translated at year-end rates of exchange, non-monetary
assets and liabilities to be translated at historical rates of exchange as of
the date of acquisition or incurrence, as the case may be, and income and
expense accounts to be translated at the average monthly exchange rate for the
month in which they are recognized.

For the convenience of the reader, this Form 20-F contains translations of
certain Chilean peso amounts into U.S. dollars at specified rates. Unless
otherwise indicated, U.S. dollar equivalent information for amounts in Chilean
pesos is based on the Observed Exchange Rate (as defined herein under Exchange
Rates in Chile) reported by the Banco Central de Chile(the Central Bank of
Chile or the Central Bank) for December 31,
2002, which was Ch$718.61 =
US$1.00. The Federal Reserve Bank of New York does not report a noon buying
rate in New York City for Chilean pesos. No representation is made that the
Chilean peso or U.S. dollar amounts shown in this Form 20-F could have been or
could be converted into pesos or U.S. dollars, as the case may be, at any
particular rate or at all.

Our consolidated financial results for the year ended December 31, 1999
included the results of Ekono-Argentinathrough November 30, 1999, at which
time it was sold to Disco S.A., an Argentine supermarket company, controlled by
Royal Ahold, the Netherlands-based retailer. Ekono-Argentina accounted for
10.8% of our net revenues for 1999. At the time of acquisition, in December
1999, Disco S.A. made a cash payment of US$60 million and agreed to pay US$90
million in May 2003, an obligation that was guaranteed by Disco Ahold
International Holdings N.V., now a wholly-owned subsidiary of Royal Ahold. In
December 2002, Royal Ahold, through its general counsel, communicated to us its
intention to submit this obligation to the Argentine regulatory rules on
currency convertibility, which provide that U.S. dollar obligations for
instruments governed by Argentine law may be satisfied by payment in Argentine
peso on a one-to-one basis. On May 2, 2003 Disco S.A. paid to our company the
Argentine peso equivalent of the obligation, or US$38 million, effectively
defaulting on the obligation, both in the currency of payment as well as in the
amount thereof.

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Our company has steadfastly rejected the applicability of the Argentine
currency convertibility regime to Disco S.A. and to Disco-Ahold International
Holdings N.V., the guarantor, a non-Argentine entity, as to this obligation
(which was explicitly undertaken to be a U.S. dollar obligation). We have
retained counsel in Chile, Argentina and the Netherlands and have commenced
legal actions against the guarantor, Disco-Ahold International Holdings N.V.,
in the Netherlands Antilles, and against its parent, Royal Ahold, in the
Netherlands, in order to collect the defaulted amount.

If our
legal actions are unsuccessful, we will incur an extraordinary loss
of US$52 million.

Subsequent
to the issuance of our 2001 financial statements, we determined that
it was appropriate to restate the U.S. GAAP data presented for 1999
through 2001 for the following reasons:



| |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | In connection with the sale of Ekono Argentina to Disco
S.A. in 1999 we recorded a US$90 million cash consideration
receivable from Disco S.A. discussed above at its undiscounted value.
Since this amount was not payable until May 2003, U.S. GAAP requires
that the receivable be recorded at its present value and that the
imputed interest on the receivable be recognized as interest over the
term of the receivable. The U.S. GAAP data for 1999 through 2001 has
been restated to reflect a reduction in the profit of the Ekono
Argentina sale in 1999 and the increase in interest income from
1999 through 2001 by the interest accreted on the receivable.
|
| |  |  | In 1996 we acquired a 100% interest
in Maquinsa S.A. As a result of a dispute with a former shareholder
of Maquinsa S.A. we paid ThCh$1,032,927 in 1999 as a result of
arbitration proceedings relating to this dispute. This amount was
initially recorded as an adjustment to the goodwill that was recorded
upon the acquisition of Maquinsa S.A. However, we have adjusted the
U.S. GAAP reconciliation as the amount should have been recognized as
an expense in 1999 under U.S. GAAP.                                                                                                                                                                             

The
effect of these adjustments on our net income and shareholders
equity under U.S. GAAP is described in note 24.b.6 to the
financial statements.

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|                                                     |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |         |          |    |  |     |           |    |  |          |        |   |  | 
|---------------------------------------------------- | --------------- | -------- | -------- | ---------------------------------------------------------------------------------- | -------- | ---- | -------- | -------- |  | ---- | -------- | ---- |  | ------- | -------- | -- |  | --- | --------- | -- |  | -------- | ------ | - |  | 
|                                                     |                 |          |          | At and for the year ended December 31,                                            
|                                                     |                 |          |          |                                                                                   
|                                                     |                 |          |          | 1998                                                                               |          | 1999 |          | 2000     |  | 2001 |          | 2002 |  | 2002(1)
|                                                     |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |        
|                                                     |                 |          |          | (in millions of
constant Ch$ and millions of US$, except per Share or ADS amounts)
|INCOME STATEMENT DATA:                               |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |         |          |    |  |     |           |    |  |          |        |  
|Chilean GAAP:                                        |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |         |          |    |  |     |           |    |  |          |        |  
|Net revenues                                         |                 | Ch$      | 721,827  |                                                                                    |          | Ch$  | 903,156  |          |  | Ch$  | 852,182  |      |  | Ch$     | 940,310  |    |  | Ch$ | 1,048,237 |    |  | US$      | 1,459  |  
|Cost of sales                                        |                 |          | (569,592 | )                                                                                  |          |      | (714,094 | )        |  |      | (666,743 | )    |  |         | (728,632 | )  |  |     | (808,988  | )  |  |          | (1,126 | )
|Gross income                                         |                 |          | 152,235  |                                                                                    |          |      | 189,062  |          |  |      | 185,439  |      |  |         | 211,677  |    |  |     | 239,249   |    |  |          | 333    |  
|Selling and administrative expenses                  |                 |          | (125,377 | )                                                                                  |          |      | (159,121 | )        |  |      | (137,123 | )    |  |         | (155,623 | )  |  |     | (197,007  | )  |  |          | (274   | )
|                                                     |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |        
|Operating income                                     |                 |          | 26,858   |                                                                                    |          |      | 29,942   |          |  |      | 48,317   |      |  |         | 56,055   |    |  |     | 42,242    |    |  |          | 59     |  
|Non-operating income                                 |                 |          | 2,972    |                                                                                    |          |      | 1,473    |          |  |      | 2,541    |      |  |         | 1,597    |    |  |     | 1,307     |    |  |          | 2      |  
|Non-operating expenses                               |                 |          | (9194    | )                                                                                  |          |      | (37067   | )        |  |      | (17,521  | )    |  |         | (15,273  | )  |  |     | (20,546   | )  |  |          | 29     |  
|Price level restatement                              |                 |          | 1,425    |                                                                                    |          |      | (1,572   | )        |  |      | 664      |      |  |         | 5,703    |    |  |     | 5,431     |    |  |          | 8      |  
|                                                     |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |        
|Non-operating loss                                   |                 |          | (4,798   | )                                                                                  |          |      | (37166   | )        |  |      | (14,316  | )    |  |         | (7,972   | )  |  |     | (13,808   | )  |  |          | (19    | )
|Income (loss) before income taxes                    |                 |          | 22,061   |                                                                                    |          |      | (7,223   | )        |  |      | 34,000   |      |  |         | 48,082   |    |  |     | 28,434    |    |  |          | 40     |  
|Income (loss) taxes                                  |                 |          | (2,091   | )                                                                                  |          |      | (2,381   | )        |  |      | (3,512   | )    |  |         | (7,537   | )  |  |     | (4,657    | )  |  |          | (6     | )
|                                                     |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |        
|Net income (loss)                                    |                 | Ch$      | 19,969   |                                                                                    |          | Ch$  | (9,606   | )        |  | Ch$  | 30,488   |      |  | Ch$     | 40,546   |    |  | Ch$ | 23,777    |    |  | US$      | 33     |  
|                                                     |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |        
|Net income (loss) per share(2)                       |                 | Ch$      | 14.48    |                                                                                    |          | Ch$  | (6.96    | )        |  | Ch$  | 22.08    |      |  | Ch$     | 29.39    |    |  | Ch$ | 17.2      |    |  | US$      | 0.02   |  
|Net income (loss) per ADS(3)                         |                 |          | 217.31   |                                                                                    |          |      | (104.51  | )        |  |      | 331.32   |      |  |         | 440.72   |    |  |     | 258.4     |    |  |          | 0.36   |  
|Dividends per share(4)                               |                 |          | 1.11     |                                                                                    |          |      | 8.90     |          |  |      | 8.69     |      |  |         | 6.18     |    |  |     | 5.0       |    |  |          | 0.007  |  
|Dividends per ADS(3)(4)                              |                 |          | 16.69    |                                                                                    |          |      | 133.42   |          |  |      | 130.39   |      |  |         | 92.7     |    |  |     | 75        |    |  |          | 0.104  |  
|Weighted average shares outstanding (in
millions)(5) |                 |          | 1,378    |                                                                                    |          |      | 1,378    |          |  |      | 1,380    |      |  |         | 1,380    |    |  |     | 1,380     |    |  |          | 1,380  |  
|U.S. GAAP:                                           |                 | Restated |          |                                                                                    | Restated |      |          | Restated |  |      | Restated |      |  |         |         
|Net revenues                                         |                 | Ch$      | 721,827  |                                                                                    |          | Ch$  | 903,156  |          |  | Ch$  | 852,182  |      |  | Ch$     | 940,310  |    |  | Ch$ | 1,048,237 |    |  | US$1,459
|Operating income                                     |                 |          | 26,555   |                                                                                    |          |      | 29,524   |          |  |      | 47,900   |      |  |         | 55,617   |    |  |     | 36,850    |    |  |          | 51     |  
|Net income (loss)                                    |                 |          | 19,477   |                                                                                    |          |      | (18,519  | )        |  |      | 32,035   |      |  |         | 44,006   |    |  |     | 29,116    |    |  |          | 41     |  
|Net income (loss) per share                          |                 |          | 14.13    |                                                                                    |          |      | (13.43   | )        |  |      | 23.21    |      |  |         | 31.89    |    |  |     | 21.1      |    |  |          | 0.05   |  
|Net income (loss) per ADS(3)                         |                 |          | 212.01   |                                                                                    |          |      | (201.29  | )        |  |      | 348.21   |      |  |         | 478.33   |    |  |     | 316.48    |    |  |          | 0.44   |  
|Weighted average shares outstanding (in
millions)(5) |                 |          | 1,378    |                                                                                    |          |      | 1,378    |          |  |      | 1,380    |      |  |         | 1,380    |    |  |     | 1,380     |    |  |          | 1,380  |  
|BALANCE SHEET DATA:                                  |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |         |          |    |  |     |           |    |  |          |        |  
|Chilean GAAP:                                        |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |         |          |    |  |     |           |    |  |          |        |  
|Total current assets                                 |                 | Ch$      | 167,859  |                                                                                    |          | Ch$  | 164,986  |          |  |      | 136,682  |      |  |         | 154,885  |    |  |     | 247,513   |    |  |          | 344    |  
|Net property, plant and equipment                    |                 |          | 485,246  |                                                                                    |          |      | 398,278  |          |  |      | 412,965  |      |  |         | 454,232  |    |  |     | 489,579   |    |  |          | 681    |  
|Total assets                                         |                 |          | 672,205  |                                                                                    |          |      | 628,324  |          |  |      | 620,515  |      |  |         | 686,682  |    |  |     | 755,261   |    |  |          | 1,051  |  
|Short-term debt(6)                                   |                 |          | 200,085  |                                                                                    |          |      | 90,330   |          |  |      | 12,976   |      |  |         | 44,982   |    |  |     | 114,691   |    |  |          | 160    |  
|Long-term debt                                       |                 |          | 47,525   |                                                                                    |          |      | 125,267  |          |  |      | 188,409  |      |  |         | 162,052  |    |  |     | 137,476   |    |  |          | 191    |  
|Total shareholders equity                            |                 |          | 269,021  |                                                                                    |          |      | 246,523  |          |  |      | 266,244  |      |  |         | 290,949  |    |  |     | 300,733   |    |  |          | 418    |  
|Ratio of shareholders equity to
capitalization       |                 |          | 52.1     | %                                                                                  |          |      | 53.3     | %        |  |      | 56.9     | %    |  |         | 58.4     | %  |  |     | 54.3      | %  |  |          |       |  
|                                                    
|U.S. GAAP:                                           |                 | Restated |          |                                                                                    | Restated |      |          | Restated |  |      | Restated |      |  |         |         
|Total assets                                         |                 | Ch$      | 675,367  |                                                                                    |          | Ch$  | 629,618  |          |  | Ch$  | 622,838  |      |  | Ch$     | 688,543  |    |  | Ch$ | 760,691   |    |  | US$      | 1,059  |  
|Long-term debt                                       |                 |          | 47,525   |                                                                                    |          |      | 127,650  |          |  |      | 192,264  |      |  |         | 162,052  |    |  |     | 137,476   |    |  |          | 191    |  
|Total shareholders equity                           |                 |          | 260,820  |                                                                                    |          |      | 234,134  |          |  |      | 252,221  |      |  |         | 275,331  |    |  |     | 290,220   |    |  |          | 404    |  
|Other Financial Information
(Chilean GAAP):          |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |         |          |    |  |     |           |    |  |          |        |  
|Capital expenditures                                 |                 | Ch$      | 213,547  |                                                                                    |          | Ch$  | 27,566   |          |  |      | 50,039   |      |  |         | 71,199   |    |  |     | 68,160    |    |  |          | 94.85  |  
|Depreciation and amortization                        |                 |          | 20,538   |                                                                                    |          |      | 35,514   |          |  |      | 29,804   |      |  |         | 31,443   |    |  |     | 34,254    |    |  |          | 48     |  
|Funds from (provided) operations                     |                 |          | 4,927    |                                                                                    |          |      | 91,028   |          |  |      | 63,918   |      |  |         | 66,131   |    |  |     | 27,664    |    |  |          | 38     |  
|Financial Ratios(7) (Chilean GAAP):                  |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |         |          |    |  |     |           |    |  |          |        |  
|Gross margin                                         |                 |          | 21.1     | %                                                                                  |          |      | 20.9     | %        |  |      | 21.8     | %    |  |         | 22.5     | %  |  |     | 22.82     | %  |  |          |        |  
|Operating margin                                     |                 |          | 3.7      | %                                                                                  |          |      | 3.3      | %        |  |      | 5.7      | %    |  |         | 6.0      | %  |  |     | 4.03      | %  |  |          |        |  
|Net margin                                           |                 |          | 2.8      | %                                                                                  |          |      | (1.1     | )%       |  |      | 3.6      | %    |  |         | 4.3      | %  |  |     | 2.27      | %  |  |          |        |  
|Current ratio                                        |                 |          | 48.1     | %                                                                                  |          |      | 65.0     | %        |  |      | 84.5     | %    |  |         | 68.3     | %  |  |     | 79.52     | % 
|Total debt/total shareholders equity                |                 |          | 92.0     | %                                                                                  |          |      | 87.4     | %        |  |      | 75.6     | %    |  |         | 74.1     | %  |  |     | 83.85     | %  |  |          |        |  
|Operating Data                                       |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |         |          |    |  |     |           |    |  |          |        |  
|Number of stores (at end of period):                 |                 |          |          |                                                                                    |          |      |          |          |  |      |          |      |  |         |          |    |  |     |           |    |  |          |        |  
|                                                     | Almac           |          |          | 6                                                                                  |          |      |          | 5        |  |      |          | 4    |  |         |          | 4  |  |     |           | 4  |  |          |        |   | 
|                                                     | Ekono           |          |          | 31                                                                                 |          |      |          | 31       |  |      |          | 31   |  |         |          | 28 |  |     |           | 23 |  |          |        |   | 
|                                                     | Lider           |          |          | 13                                                                                 |          |      |          | 13       |  |      |          | 14   |  |         |          | 16 |  |     |           | 21 |  |          |        |   | 
|                                                     | Lider Vecino    |          |          |                                                                                   |          |      |          |         |  |      |          | 3    |  |         |          | 5  |  |     |           | 13 |  |          |        |   | 
|                                                     | Lider Mercado   |          |          |                                                                                   |          |      |          |         |  |      |          |     |  |         |          | 1  |  |     |           | 1  |  |          |        |   | 
|                                                     | Ekono-Argentina |          |          | 9                                                                                  |          |      |          | 0        |  |      |          | 0    |  |         |          | 0  |  |     |           | 0  |  |          |        |   | 

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|                                            |  |       |         |                                                                                    |    |      |         |      |    |      |         |      |    |         |         |   |    |     |         |   |    |     |       |  |  | 
|------------------------------------------- |  | ----- | ------- | ---------------------------------------------------------------------------------- | -- | ---- | ------- | ---- | -- | ---- | ------- | ---- | -- | ------- | ------- | - | -- | --- | ------- | - | -- | --- | ----- |  |  | 
|                                            |  |       |         | At and for the year ended December 31,                                            
|                                            |  |       |         |                                                                                   
|                                            |  |       |         | 1998                                                                               |    | 1999 |         | 2000 |    | 2001 |         | 2002 |    | 2002(1)
|                                            |  |       |         |                                                                                    |    |      |         |      |    |      |         |      |    |        
|                                            |  |       |         | (in millions of
constant Ch$ and millions of US$, except per Share or ADS amounts)
|                                            |  | Total |         |                                                                                    | 59 |      |         |      | 51 |      |         |      | 52 |         |         |   | 54 |     |         |   | 62 |     |       |  |  | 
|Total selling space of stores(8)            |  |       | 260,052 |                                                                                    |    |      | 230,031 |      |    |      | 242,007 |      |    |         | 263,635 |   |    |     | 309,361 |   |    |     |       | 
|Average selling space per store(9)          |  |       | 4,408   |                                                                                    |    |      | 4,510   |      |    |      | 4,566   |      |    |         | 4,810   |   |    |     | 5,005   |   |    |     |       | 
|Average sales per store (in millions)(10)   |  | Ch$   | 11,626  |                                                                                    |    | Ch$  | 14,367  |      |    | Ch$  | 14,531  |      |    | Ch$     | 16,019  |   |    | Ch$ | 16,036  |   |    | US$ | 22.3  | 
|Increase (decrease) in same store
sales(11) |  |       | (1.8    | )%                                                                                 |    |      | (9.7    | )%   |    |      | 2.4     | %    |    |         | 3.0     | % |    |     | 1.4     | % |    |     |       | 
|Sales per square meter (in millions)(12)    |  | Ch$   | 2.51    |                                                                                    |    | Ch$  | 3.22    |      |    | Ch$  | 3.19    |      |    | Ch$     | 3.35    |   |    | Ch$ | 3.19    |   |    | US$ | 0.004 | 
|Total number of employees(13)               |  |       | 11,866  |                                                                                    |    |      | 10,536  |      |    |      | 12,154  |      |    |         | 15,988  |   |    |     | 17,912  |   |    |     |       | 
|Sales per employee(14)                      |  | Ch$   | 67.33   |                                                                                    |    | Ch$  | 71.07   |      |    | Ch$  | 67.22   |      |    | Ch$     | 65.80   |   |    | Ch$ | 58.12   |   |    | US$ | 0.081 | 



---

|(1)  |  | Chilean peso amounts (except dividends) have been translated into U.S.
dollars at the rate of Ch$718.61 per U.S. dollar, the Observed Exchange Rate at
December 31, 2002. Dividends are translated at the Observed Exchange Rate on
the date of payment.                                                                                                                        
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(2)  |  | Net income (loss) per share expressed in constant Chilean pesos.                                                                                                                                                                                                                                                                                                                
|    
|(3)  |  | Determined by multiplying per share amounts by 15 (one ADS = 15 shares).                                                                                                                                                                                                                                                                                                        
|    
|(4)  |  | Figures are in constant Chilean pesos and U.S. dollars. U.S. dollar amounts
for dividends are calculated by applying the Observed Exchange Rate on the
dividend payment date to the nominal peso amount.                                                                                                                                                                        
|    
|(5)  |  | Calculated on the basis of the number of shares outstanding and fully paid.                                                                                                                                                                                                                                                                                                     
|    
|(6)  |  | Short-term debt consists of short-term debt plus current portion of
long-term debt.                                                                                                                                                                                                                                                                                             
|    
|(7)  |  | These ratios, which are expressed as percentages, were calculated as
follows: Gross Margin = (Gross income)/(Net revenues); Operating Margin =
(Operating income)/(Net revenues); Net margin = (Net income)/(Net revenues);
Current Ratio = (Current Assets)/(Current Liabilities).                                                                                             
|    
|(8)  |  | In square meters at period end. For 1999 includes a reduction of 32,002
square meters due to our sale of Ekono-Argentinato Disco S.A.                                                                                                                                                                                                                                           
|    
|(9)  |  | In square meters at period end. Calculated by adding the average monthly
selling space for each month during the year and dividing the result by 12.
Average monthly selling space is defined as total selling space as of the last
day of the month divided by the number of stores open on the last day of such
month. Sales area of Farmalider stores not included(marginal).
|    
|(10) |  | In millions of constant Chilean pesos and U.S. dollars. Sales for the
period divided by the average number of stores at the end of each month during
the period. It includes sales from Farmalider stores.                                                                                                                                                                      
|    
|(11) |  | Reflects increase (decrease) in net revenues of all stores open and
operated by our company throughout two corresponding financial periods and,
consequently, excludes net revenues of stores opened or closed or which
underwent renovation during either of such periods.                                                                                                     
|    
|(12) |  | In millions of constant Chilean pesos and U.S. dollars. Sales for the
period divided by the average square meters of selling space at the end of each
month during the period includes sales from Farmalider stores, sales area of
these stores is not included.                                                                                                                
|    
|(13) |  | Number of full-time equivalent employees at period-end (company total).                                                                                                                                                                                                                                                                                                         
|    
|(14) |  | In millions of constant Chilean pesos and U.S. dollars. Sales for the
period divided by the average number of employees at the end of each month
during the period (full time shifts in stores) including employees in
Farmalider stores.                                                                                                                                       

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##### Table of Contents



Exchange Rates

Chiles Ley Orgánica Constitucional del Banco Central de ChileNo 18,840
(the Central Bank Act), enacted in 1989, relaxed restrictions on buying and
selling foreign currencies in Chile. Prior to 1989, the law authorized the
purchase and sale of foreign currencies in only those cases explicitly
authorized by the Central Bank.

The Central Bank Act provides that the Central Bank of Chile (the Central
Bank) may determine that certain purchases and sales of foreign currencies
specified by law must be carried out in the market formed by banks and other
institutions authorized by the Central Bank for such purposes (the Formal
Exchange Market). The Central Bank reports an exchange rate (Observed
Exchange Rate) which for any given date is computed by averaging prices from
the previous days transactions in the Formal Exchange Market. Banks and other
institutions may effect purchases and sales of foreign currencies in the Formal
Exchange Market at such rates as they freely determine from time to time.

Since 1989, the Central Bank has also made use of a referential daily rate
(Reference Exchange Rate) that factors in domestic and foreign inflation as
well as variations in the parity between the peso and the U.S. dollar, the Euro
and the Japanese yen. As of December 30, 2002, the Reference Exchange Rate was
Ch$549.08 to US$1.00. The Central Bank buys or sells foreign currency in the
Formal Exchange Market to maintain the average exchange rate within certain
limits. In order to promote exchange rate flexibility, however, as of September
2, 1999, the Central Bank decided to suspend its formal commitment to intervene
in the foreign exchange market to maintain the limits on the range of exchange
rates. It was, therefore, agreed that the Central Bank would intervene in the
exchange rate market only in exceptional cases and that it would report such
decisions. The Central Bank will continue to calculate and publish the daily
referential exchange rate according to the regulations in effect as a
medium-term benchmark for the market and for its use in contracts still in
effect with that exchange rate.

The Central Bank has ruled that certain foreign currency transactions,
including those transactions associated with foreign investment, may be
effected only through the Formal Exchange Market. While authorized to effect
transactions within a given pre-established range of exchange rates surrounding
the Reference Exchange Rate, the Central Bank operates at the cash rate.

Foreign exchange transactions that may be effected outside the Formal
Exchange Market can be carried out in the so-called Mercado Informal(the
Informal Exchange Market), which is an accepted currency market in Chile.
There are no limits imposed on the extent to which the rate of exchange in the
Informal Exchange Market can fluctuate above or below the Observed Exchange
Rate.

The following table sets forth the high, low, average and year-end
Observed Exchange Rates for U.S. dollars for the periods indicated as expressed
in pesos per US$1.00, as reported by the Central Bank. No indication is made
that the Chilean peso or U.S. dollar amounts referred to in this annual report
actually represent, could have been or could be converted into, U.S. dollars or
Chilean pesos, as the case may be, at the rates indicated, at any particular
rate or at all. The Federal Reserve Bank of New York does not report a daily
12:00 P.M. buying rate for Chilean pesos:

|                           |      |         |        |          |  |             |        |          |  |  |        |        |  |  |        |        | 
|-------------------------- | ---- | ------- | ------ | -------- |  | ----------- | ------ | -------- |  |  | ------ | ------ |  |  | ------ | ------ | 
|Observed Exchange Rate (3)
|                          
|Year                       |      | Low (1) |        | High (1) |  | Average (2) |        | Year End
|                           |      |         |        |          |  |             |        |         
|                           | 1997 |         |        | 411.85   |  |             |        | 439.81   |  |  |        | 420.64 |  |  |        | 439.18 | 
|                           | 1998 |         |        | 439.58   |  |             |        | 475.41   |  |  |        | 462.20 |  |  |        | 472.41 | 
|                           | 1999 |         |        | 470.23   |  |             |        | 550.93   |  |  |        | 512.85 |  |  |        | 530.07 | 
|                           | 2000 |         |        | 501.04   |  |             |        | 580.37   |  |  |        | 542.08 |  |  |        | 573.65 | 
|                           | 2001 |         |        | 557.13   |  |             |        | 716.62   |  |  |        | 636.39 |  |  |        | 654.79 | 
|                           | 2002 |         |        | 641.75   |  |             |        | 756.56   |  |  |        | 694.46 |  |  |        | 718.61 | 
|December 2002              |      |         | 692.94 |          |  |             | 712.38 |          |  |  | 701.95 |        |  |  | 718.61 |       

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|                           |  |         |        |          |  |             |        |          |  |  |        |  |  |  |     |  | 
|-------------------------- |  | ------- | ------ | -------- |  | ----------- | ------ | -------- |  |  | ------ |  |  |  | --- |  | 
|Observed Exchange Rate (3)
|                          
|Year                       |  | Low (1) |        | High (1) |  | Average (2) |        | Year End
|                           |  |         |        |          |  |             |        |         
|January 2003               |  |         | 709.22 |          |  |             | 738.87 |          |  |  | 722.48 |  |  |  | N/A | 
|February 2003              |  |         | 733.10 |          |  |             | 755.26 |          |  |  | 745.21 |  |  |  | N/A | 
|March 2003                 |  |         | 725.79 |          |  |             | 758.21 |          |  |  | 743.28 |  |  |  | N/A | 
|April 2003                 |  |         | 705.32 |          |  |             | 731.56 |          |  |  | 718.25 |  |  |  | N/A | 
|May 2003                   |  |         | 694.22 |          |  |             | 713.73 |          |  |  | 703.58 |  |  |  | N/A | 



---

|(1) |  | Reflects pesos at historical values rather than constant pesos.                                                
|--- |  | ---------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The average of Observed Exchange Rates for pesos on the last day of each
full month during the relevant period.
|   
|(3) |  | Transactions carried out on the previous bank business day reported by
the Central Bank                        

Source: The Central Bank.

The Chilean governments economic policies and any future changes in the
value of the Chilean peso against the U.S. dollar could have a material adverse
effect on the dollar value of an investors return on investment. The Chilean
peso has been subject to large devaluations in the past and may be subject to
significant fluctuations in the future.

Cash distributions with respect to shares of Common Stock received by the
Depositary will be received in Chilean pesos. The Depositary will attempt to
convert such pesos to U.S. dollars at the then-prevailing exchange rate for the
purpose of making dividend and other distribution payments with respect to the
ADSs. If the value of the Chilean peso falls relative to the U.S. dollar
between the declaration of dividends on the Common Stock and the distribution
of such dividends by the Depositary, the amount in U.S. dollars distributed to
holders of ADRs will decrease. Consequently, the value of the ADSs and any
distributions to be received from the Depositary could be materially adversely
affected by reductions in the value of the peso relative to the dollar.

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RISK FACTORS

An investment in our common shares involves a high degree of risk.
Investors in our common shares should carefully consider the following risk
factors and the other information in this annual report.

Risks Relating to Our Company

Increased competition may adversely affect our results of operations.

The retail food industry in Chile is characterized by growing competition
and increasing pressure on profit margins. The number and type of competitors
and the degree of competition experienced by individual stores vary by
location. Competition occurs on the basis of price, location, quality of
products, service product variety and store conditions. Through our different
store formats, we compete across the full spectrum of food retailing in Chile
with a number of national hypermarket and supermarket chains, smaller chains
and unaffiliated independent food stores. International food retailers arrived
in Chile in 1998 when Carrefour (France) opened its first store. Additionally,
Ahold arrived through a joint venture with owners of Disco-Velox, who were the
owners of Santa Isabel. In addition, it is likely that certain international
food retailers may elect to participate in the Chilean market through joint
ventures with national food retailers or through the acquisition of significant
shareholdings in national food retailers. In Chile, we and our principal
competitors have all announced expansion and modernization plans that are
likely to result in our adopting more aggressive pricing policies at affected
store locations. Additionally, there has been a consolidation process in the
Chilean supermarket industry. Jumbo has purchased Santa Isabel from Ahold, to
bolster its participation in the supermarket format. Also, some companies in
other areas of the retail industry in Chile are expanding into other retail
areas (including, for example, the merger of Falabella and Sodimac, a
department store and home improvement store respectively). These developments
will likely create opportunities for mergers and acquisitions. Our company
intends to avail itself of future opportunities for growth.

Increasing competition may cause us to lower our prices and take other
actions that adversely affect our profitability, compel us to reduce our
planned capital expenditures or otherwise forego growth opportunities. Some of
our competitors and potential competitors in Chile have greater financial
resources than we do and could use these resources to take steps which could
adversely affect our financial condition and competitive position. Although
our management believes that we currently compete effectively in our industry
and maintain a position of market leadership, there can be no assurance that
future competition will not materially and adversely affect our business,
financial condition, results of operations, cash flows or prospects.

The Ibáñez family owns a substantial majority of our share capital and
exercises significant influence over board decisions.

At December 31, 2002, Mr. Manuel Ibáñez Ojeda and his sons, Felipe Ibáñez
Scott and Nicolás Ibàñez Scott, our controlling shareholders, controlled,
directly or indirectly, 75.68% of our outstanding capital stock. Therefore, our
controlling shareholders are in a position to direct our management and to
determine the result of substantially all matters to be decided by a
shareholders vote, including the election of a majority of the members of the
board of directors, the determination of the amount of dividends we distribute
(subject to the legally mandated minimum of 30% of net income), the ability to
control persons named to our Executive Committee and management, the
acquisition or disposition of assets, future issuance of shares or other
securities and other management policies. In addition, if no voting
instructions are received by the Depositary (as defined in Item 10 
Additional InformationThe Deposit Agreement) from a holder of American
Depositary Shares, or ADSs, on or before the date established by the Depositary
for such purpose, such holder shall be deemed, and the Depositary shall

11



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##### Table of Contents



deem such holder, to have instructed the Depositary to give a
discretionary proxy with full power of substitution to the President of our
board of directors, or to a person designated by the President of our board of
directors, to vote such shares on any such matter described under Item 10 
Additional InformationOther Limitations. For information on the Depositary
Agreement, see Item 10  Additional InformationThe Deposit Agreement.

The decision of the Ibáñez family to dispose of a significant number of
its shares could adversely affect the trading price of the shares and ADSs.

Because the Ibáñez family controls 75.68% of our capital stock, the
disposition by them of a significant number of their shares, or the perception
that such a disposition might occur, could adversely affect the trading price
of the shares on the Chilean Stock Exchanges (and, consequently, the trading
price of the ADSs). We cannot assure you that the Ibáñez family will continue
to own a controlling percentage of our capital stock or that a reduction in
their ownership percentage would not have an adverse effect on our results of
operations or financial condition.

The growth of our credit card operations may expose us to increased credit
and financial risk and may adversely affect our credit portfolio, financial
condition and results of operations.

We continue to expand the operations of Presto, our in-store credit card,
both in terms of the numbers of accountholders and the credit products offered.
Prestois currently offered in all of our 62 Chilean store locations existing
at December 31, 2002, that is, in four Almacstores, 23 Ekonostores, 21 Lider
stores, all 13 Lider Vecinostores, and our Lider Mercadostore (our newest
hypermarket format launched in 2001). We assume sole responsibility for
account approval and credit risk by administering Prestoas a separate
operating unit. Subject to our credit standards, we are seeking to increase
the in-store credit available to our customers, particularly to permit the
purchase of more expensive, higher margin, durable goods. As a result, our
credit card operations accept a significant portion of applicants otherwise
rejected by credit card operations administered by local banks. This expansion
of credit card operations represents our first entry into the provision of
financial services and an assumption by us of new credit risks and financial
risks where we previously have had no direct experience. There can be no
assurance that the continued expansion of our credit card operations (including
our assumption of account approval and credit risk) will not result in a
deterioration of the credit portfolio of Prestoor that other factors,
including macroeconomic factors, will not adversely affect our business,
financial condition, results of operations, cash flows or prospects.

If we are unable to access capital markets in the future, our financial
condition and results of operations may be adversely affected.

There can be no assurance that we will be able to generate sufficient cash
flows from our operations or obtain sufficient funds from external sources to
fund our capital expenditure requirements. Our future ability to access
financial markets in sufficient amounts and at acceptable costs to finance our
operations and fund our proposed capital expenditures will depend to a large
degree on prevailing capital and financial market conditions over which we have
no control, and, accordingly, there can be no assurance that we will be able to
do so. Failure to generate sufficient cash flows or to obtain such financing
could result in the delay or abandonment of some or all of our planned
expenditures, which, in turn, could adversely affect our competitive position,
financial condition, results of operations, cash flows and prospects.

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The default on the payment of the deferred amount of the purchase price
for Ekono-Argentina may adversely affect our financial condition and results of
operation.

Due to the sale of Ekono-Argentinato Disco S.A. in December of 1999 for
US$150 million, our direct exposure to Argentine risk has been limited.
However, only US$60 million of the purchase price for our Argentine operations
was paid in May 2000, with the balance of US$90 million payable in May 2003.
We benefit from a guarantee on the deferred amount by the Netherlands Antilles
Company Disco-Ahold International Holdings N.V. We were informed in December
2002 that Disco S.A. would not pay us the entire US$150 million amount in
dollars, but would instead convert the US$90 million balance owed to us into
Argentine pesos under Argentine dollar convertibility regulations. On May 2,
2003, Ahold made payment of 126 million Argentine pesos, the equivalent of
US$45 million, based on an effective exchange rate of 2.8 Argentine pesos to 1
U.S. dollar. This amount remitted by Ahold remains in Argentina. We are
seeking approval from the Central Bank of Argentina to remit this amount to
Chile. We do not accept Aholds attempt to reduce our balance due under the
Argentine convertibility regime. Moreover, we are currently pursuing claims
against the guarantor, Disco-Ahold International Holdings N.V., in the
Netherlands Antilles; as well as Royal Ahold, the parent company of the
guarantor, in the Netherlands. Although we believe that our claim against
Disco  Ahold International Holdings N.V. and Royal Ahold will ultimately
succeed, should our claim fail and the default in the payment on such deferred
amount continue unabated, the result will adversely affect our financial
condition.

You may be unable to exercise preemptive rights.

Chilean law requires us, whenever we issue new capital stock for cash, to
grant preemptive rights to all holders of our capital stock, giving them the
right to purchase a sufficient number of shares to maintain their existing
ownership percentage. However, we may not be able to offer shares to U.S.
holders of ADSs pursuant to preemptive rights granted to our shareholders in
connection with future issuances of capital stock, thereby subjecting the ADS
holders to potential dilution.

In May 1997, the Chilean foreign exchange procedure, which must be
complied with in relation to any subscription of rights and delivery of ADRs to
holders of ADSs, was amended. Under the new procedures established by the
Central Bank, a Chilean company with an existing ADS program may apply to the
Central Bank to amend its Foreign Investment Contract (which will also be
deemed to incorporate all laws and regulations applicable to international
offerings in effect as of the date of the amendment) so as to extend the
benefits of such contract to new shares issued pursuant to preemptive rights
offerings to existing ADS holders. Any such amendment (which will be deemed to
incorporate all laws and regulations applicable to international offerings in
effect as of the date of the amendment) will be reviewed by the Central Bank on
a case-by-case basis. These procedures are expected to make it easier for
Chilean companies to offer preemptive rights to ADS holders in connection with
capital increases.

Nevertheless, we may not be able to offer shares to U.S. holders of ADSs
pursuant to preemptive rights granted to our shareholders unless a registration
statement under the Securities Act is effective with respect to such rights and
shares, or an exemption from the registration requirements of the Securities
Act is available. At the time of any future offerings of shares, we intend to
evaluate the costs and potential liabilities associated with any such
registration statement, the indirect benefits to us of enabling U.S. holders of
ADSs to exercise preemptive rights, and any other factors that we consider
appropriate at the time, before making a decision as to whether to file such
registration statement. We cannot assure you that any such registration
statement would be filed.

To the extent that holders of ADSs are unable to exercise such rights
because a registration statement has not been filed, the Depositary will
attempt to sell such holders preemptive rights and distribute the net proceeds
of the sale (net of the Depositarys fees and expenses) to the holders of the
ADSs, provided that a secondary market for such rights exists and a premium can
be recognized over the

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cost of any such sale. A secondary market for the sale of preemptive
rights can be expected to develop if the subscription price of the shares upon
exercise of the rights is below the prevailing market price of the shares. In
addition, Chilean income tax law provides a tax deduction to an individual
resident taxpayer in an amount equal to a percentage of the individuals
investment in newly issued shares. Amounts received in exchange for the sale
or assignment of preemptive rights relating to shares will be taxable in Chile
and the United States. If such rights cannot be sold, they will expire and
holders of ADSs will not realize any value from the grant of such preemptive
rights. In either case, the equity interest in our company of the holders of
ADSs would be diluted proportionately. We cannot assure you that a secondary
market of preemptive rights will develop in connection with any future issuance
of shares or, that if such a market does develop, a premium can be realized on
their sale.

You may be unable to receive share dividends.

Chilean law provides that we can declare a dividend in cash or in shares.
When a share dividend is declared above the legal minimum (which minimum must
be paid in cash), we have the option to declare that the portion of the
dividend above the legal minimum be paid either in shares or in cash. In the
event that a share dividend is declared, U.S. holders of ADSs may not be
permitted to receive such a dividend in shares unless a registration statement
under the Securities Act is effective with respect to such shares, or an
exemption from the registration requirements of the Securities Act is
available. In the event that we shall offer or cause to be offered a dividend
in shares to the U.S. holders of ADSs, or an option to elect to receive
dividends in shares instead of cash, we agreed to consult with the Depositary
to determine whether it is lawful and feasible to make such option available to
U.S. holders of ADSs and, if such share dividend or option is to be made
available to such holders, the procedures to be followed. In the event that we
determine with the Depositary that such share dividend or option cannot be
offered to U.S. holders of ADSs, the Depositary will sell such shares or elect
to receive cash if such option is available and allocate the proceeds of such
sale, or such cash, for the account of such ADS holders. The inability of all
or certain U.S. holders of ADSs to receive dividends in shares could result in
such holders not maintaining their percentage ownership of our common stock
following the payment of dividends in shares unless such holder makes
additional market purchases of ADSs.

Risks Relating to Chile

Our growth and profitability depend on the level of economic activity in
Chile and other emerging markets.

At December 31, 2002, all of our assets were located in Chile. Since our
sale of our Argentine operations in December 1999, all of our revenues have
originated in Chile. Retail food sales show a high degree of correlation with
the economic situation prevailing in the relevant market. Accordingly, our
financial condition and results of operations are dependent to a significant
extent upon economic conditions prevailing in Chile.

The main Chilean economic indices for 2002 show:



| |  |  | GDP increased 2.1%;                                                            
| | - |  | -------------------------------------------------------------------------------
|
| |  |  | internal consumption increased 1.4%;                                           
|
| |  |  | unemployment remained at 9%; and                                               
|
| |  |  | total supermarket sales increased 7.3%, but same store sales decreased by 2.6%.

Our financial condition and results of operations could also be adversely
affected by changes over which we have no control, including:

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| |  |  | the economic or other policies of the Chilean government, which has
a substantial influence over many aspects of the private sector;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | other political or economic developments in or affecting Chile; and                                                                 
|
| |  |  | regulatory changes or administrative practices of Chilean authorities.                                                              

Our financial condition and results of operations also depend to some
extent on the level of economic activity in both Latin American and other
countries, especially the United States and certain nations in Asia. Although
economic conditions are different in each country, investors reactions to
developments in one country may affect the securities of issuers in other
countries, including Chile.

The economic problems encountered by Argentina may have an adverse effect
on the Chilean economy and on our results of operations and the share price of
our ADSs and shares.

Argentinas insolvency and recent default on its public debt, which
deepened the existing financial, economic and political crises in that country,
could adversely affect Chile, the market value of our shares and ADSs, or our
business. The current Argentine president, Néstor Kirchner, took office on May
25, 2003, after his predecessor as president, Eduardo Duhalde, took office on
January 6, 2002 in the midst of significant political unrest and after a series
of interim presidents and administrations came to power following the
resignation of President Fernando de la Rua in December 2001. The devaluation
of the Argentine peso will continue to have a material adverse effect on
Argentina and presents risks that the Argentine financial system may collapse
and that substantial inflation may occur. The Argentine government prohibited
Argentine debtors from servicing their external debt without Argentine Central
Bank approval. If Argentinas economic environment does not improve, the
economy of Chile, as both a neighboring country and a trading partner, could
also be affected and could experience slower growth than in recent years.

Securities prices of Chilean companies are, to varying degrees, influenced
by economic and market considerations in other emerging market countries and by
the U.S. economy. We cannot assure that the Argentine economic crisis will not
have an adverse effect on Chile, the price of our shares and ADSs, or our
business.

Currency fluctuations could adversely affect our financial condition and
results of operations and the value of our shares and ADSs.

The Chilean governments economic policies and any future changes in the
value of the Chilean peso against the U.S. dollar could affect the dollar value
of our common stock and our ADSs. The peso has been subject to large
devaluations in the past and could be subject to significant fluctuations in
the future. In the period from December 31, 1998 to December 31, 2002, the
value of the Chilean peso relative to the U.S. dollar decreased approximately
52.1%, as compared to a 16.1% decrease in value in the period from December 31,
1995 to December 31, 1998. The observed exchange rate on May 31, 2003 was
Ch$714.1 = U.S.$1.00. Our results of operations may be affected by
fluctuations in the exchange rates between the peso and the dollar despite
Chilean regulations relating to the general avoidance of material exchange rate
mismatches.

No assurances can be given that the regulations referred to in the
preceding paragraph will continue. In the absence of such regulations, and in
the event of a devaluation of the peso, the financial condition and results of
operations of Chilean companies, including us, and the ability of Chilean
companies, including us, to meet obligations in foreign currencies, could be
adversely affected. The Chilean governments economic policies and future
fluctuations in the value of the peso against the U.S.

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dollar could adversely affect our operating results and the dollar value
of an investors return on an investment in the ADSs.

Chilean trading in the shares of our common stock that underlie our ADSs
will be conducted in pesos. Cash distributions with respect to shares of our
common stock will be received in Chilean pesos by the depositary and converted
by the depositary into U.S. dollars at the then-prevailing exchange rate for
the purpose of making payments in respect of our ADSs. If the value of the
Chilean peso falls relative to the U.S. dollar, the value of our ADSs and any
distributions to be received from the depositary would be adversely affected.
In addition, the depositary will incur customary currency conversion costs (to
be borne by the holders of our ADSs) in connection with the conversion and
subsequent distribution of dividends or other payments.

Inflation could adversely affect our financial condition, results of
operations and the value of our shares and ADSs.

Although Chilean inflation has moderated in recent years, Chile has
experienced high levels of inflation in the past. High levels of inflation in
Chile could adversely affect the Chilean economy and have a material adverse
effect on our financial condition and results of operations. The annual rates
of inflation (as measured by changes in the CPI and as reported by the INE) in
1997, 1998, 1999, 2000, 2001 and 2002 were 6.0%, 4.7%, 2.3%, 4.5%, 3.1% and
3.0%, respectively. We cannot assure you that Chilean inflation will not
increase significantly. We generally pass on our increased costs resulting
from inflation to our customers through increases in the prices of the products
we sell. There can be no assurance, however, whether or to what extent we will
pass on increased costs in the future. Further, there can be no assurance that
the performance of the Chilean economy, our operating results or the value of
the ADSs will not be adversely affected by continuing or increased levels of
inflation or that Chilean inflation will not increase significantly from the
current level.

The market for our shares may be volatile and illiquid.

The Chilean securities markets are substantially smaller, less liquid and
more volatile than major securities markets in the United States. The
companies listed on the Santiago Stock Exchange, which is Chiles principal
exchange, had an aggregate equity market capitalization of approximately
Ch$34,272,528 million (US$47,693 million) at December 31, 2002 and an aggregate
average monthly trading volume of approximately US$284 million for 2002. The
ten largest companies in terms of market capitalization at December 31, 2002,
represented approximately 47% of the Santiago Stock Exchanges aggregate market
capitalization. Daily share trading volumes on the Santiago Stock Exchange are
on average substantially lower than those on the principal national securities
exchanges in the United States. For 2002, approximately 10% of the securities
listed and traded on the Santiago Stock Exchange traded on 90% or more of the
trading days.

In addition, the Chilean securities markets may be affected by
developments in other emerging markets, particularly other countries in Latin
America.

Chile imposes controls on foreign investment and repatriation of
investments that may affect your investment in, and earnings from, our ADSs.

Equity investments in Chile by non-Chilean residents generally are subject
to various exchange control regulations that restrict the repatriation of
investments and earnings therefrom. The ADS facility, however, is the subject
of a Foreign Investment Contract among the Depositary, us and the Central Bank,
which grants the Depositary and the holders of the ADSs access to Chiles
Mercado Cambiario Formal,or Formal Exchange Market. Pursuant to current
Chilean law, the Foreign Investment Contract may not be amended unilaterally by
the Central Bank. Additionally, there are judicial precedents (although not

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binding on future judicial decisions) indicating that the Foreign
Investment Contract may not be abrogated by future legislative changes. There
can be no assurance, however, that additional Chilean restrictions applicable
to the holders of ADSs, to the disposition of underlying shares of Common Stock
or to the repatriation of the proceeds from such disposition could not be
imposed in the future, nor can there be any assessment of the duration or
implications of any such restrictions that might be imposed. If, for any
reason, including changes in the Foreign Investment Contract or Chilean law,
the Depositary was unable to convert pesos to U.S. dollars, investors might
receive dividends or other distributions in pesos. Transferees of shares
withdrawn from the ADS facility will not be entitled to access the Formal
Exchange Market unless the withdrawn shares are redeposited with the
Depositary.

Cash and property dividends paid by us with respect to ADSs held by a
foreign (non-Chilean) holder will be subject to a 35.0% Chilean withholding
tax, which is withheld by our company. Stock dividends are not subject to
Chilean taxation.

Chile has different corporate disclosure, governance and accounting
standards than those you may be familiar with in the United States.

The securities laws of Chile which govern open or publicly listed
companies, such as our company, impose disclosure requirements that are more
limited than those in the United States in certain important respects. In
addition, although Chilean law imposes restrictions on insider trading and
price manipulation, the Chilean securities markets are not as highly regulated
and supervised as the U.S. securities markets. There are also important
differences between Chilean and U.S. accounting and financial reporting
standards. As a result, Chilean financial statements and reported earnings
generally differ from those reported based on U.S. accounting and reporting
standards. See Note 24 to our audited financial statements for a description
of the principal differences between Chilean GAAP and U.S. GAAP as they relate
to us and a reconciliation to U.S. GAAP of net income and total shareholders
equity for the periods and as of the dates therein indicated.

Pursuant to Chilean Companies Law No. 19.705, enacted in December 2000,
the controlling shareholders of a Chilean open stock corporation can only sell
their controlling shares through a tender offer issued to all shareholders in
which the bidder would have to buy all the offered shares up to the percentage
determined by it, when the price paid is substantially higher than the market
price (that is, when the price paid was higher than the average market price of
a period starting 90 days before the proposed transaction and ending 30 days
before such proposed transaction, plus 10%). Transitory Article 10 of Law No.
19.705 established a term of three years during which the controlling
shareholders of an open stock corporation would be authorized to sell their
controlling shares directly to a third party without requiring a tender offer
to all shareholders, provided that such authorization was granted by a general
shareholders meeting held within a six-month period after the enactment of
said Law. At our Extraordinary Shareholders Meeting held on April 24, 2001,
however, our controlling shareholders decided not to invoke this grace period
provided for by Transitory Article No. 10 of Law No. 19.705.

Despite our shareholders decision not to adopt Transitory Article No. 10
of Law 19.705, minority shareholders of our company may nevertheless still have
fewer and less well defined rights under Chilean law and our Estatutos, as
amended on April 24, 2001, which function as our Articles of Incorporation and
our Bylaws, than they might have as minority shareholders of a corporation
incorporated in a United States jurisdiction.

You may not be able to fully exercise your withdrawal rights.

In accordance with Chilean laws and regulations, any shareholder that
votes against certain actions or does not attend the meeting at which such
actions are approved may withdraw from our company and receive payment for our
shares according to a prescribed formula, provided that such

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shareholder exercises its rights within certain prescribed time periods.
Such actions triggering withdrawal rights include the approval of:



| |  |  | the transformation of our company into an entity that is not a
corporation (sociedad anónima) governed by the Chilean Companies Law;                                                                                                             
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | our merger with or into another company;                                                                                                                                                                                                         
|
| |  |  | the sale of 50% or more of our assets, whether or not our
liabilities are included, or the formulation of a business plan
contemplating a sale on those terms;                                                                                   
|
| |  |  | creation of personal securities or asset-backed securities for the
purpose of guaranteeing third-party obligations in excess of 50% of our
assets;                                                                                               
|
| |  |  | the creation of preferential rights for a class of shares or an
amendment to those already existing rights, in which case the right to
withdraw only accrues to the dissenting shareholders of the class or
classes of shares adversely affected;
|
| |  |  | the remedy of nullification of our documents of incorporation
caused by a formality or an amendment to such documents that results in
the granting of a right to such remedy; and                                                                
|
| |  |  | such other cases as may be established by the Bylaws (no such
additional cases currently are specified in the Bylaws).                                                                                                                           

However, because of the absence of legal precedent as to whether a
shareholder that has, at the same time, voted both for and against a proposal
(such as the Depositary) may exercise withdrawal rights with respect to those
shares voted against the proposal, there is doubt as to whether holders of ADSs
will be able to exercise withdrawal rights either directly or through the
Depositary.

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Item 4. INFORMATION ON THE COMPANY

General

Distribución y Servicio D&S S.A. is a corporation organized under the laws
of Chile. We were incorporated in 1985, and we completed our initial public
offering of common shares in Chile in December 1996. We listed our common
shares on the New York Stock Exchange under the symbol DYS and completed an
initial public offering of ADSs in the United States in October 1997. We also
listed our common shares on the Madrid Stock Exchange in December 2002. Our
principal subsidiaries are Administradora de Concesiones Comerciales de
Hipermercados S.A., Administradora de Concesiones Comerciales de Supermercados
S.A., Sociedad Anónima Inmobiliaria Terrenos y Establecimientos Comerciales
S.A. (SAITEC S.A.), and Maquinsa S.A..

We are the largest operator of supermarkets in Chile in terms of sales
with an estimated market share of 33.13% at December 2002 (30.4% for 2002 as a
whole). With over a century of experience in the distribution and retailing of
food in the Chilean market, we have developed five complementary store formats
operating under five brand names, Almac(launched in the 1950s), Ekono
(launched in 1984), Lider(launched in 1995), Lider Vecino(launched in 2000)
and Lider Mercado(launched in 2001), each of which enjoys strong name
recognition by the Chilean consumer and identification with a specific market
position. We increased our total number of stores from 45 to 62 over the last
five years, of which 39 are located in the Santiago metropolitan region, which
has the highest population density of any region in Chile and in which we have
a leading market share estimated at 41.2% at December 2002. Our expansion
program currently contemplates the opening of eight new stores (four stores in
2003 and four stores in 2004) and the transformation of all our Ekonoand Almac
stores into the Lider Vecinoformat in 2003 to 2004.

Our multi-format strategy has allowed us to capitalize on the growing
Chilean economy, particularly on the rising purchasing power of the middle and
lower-middle classes in Chile. Our store formats permit us to segment the
Chilean market and appeal to a wide range of customers with various
combinations of price, quality, selection and service:



| |  |  | the Almacformat emphasizes quality of service and convenience, and
currently includes four stores;                                                                                                                                                                       
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | our 23 Ekonostores are value-oriented supermarkets, offering a
wide assortment of merchandise at low prices, with the current slogan
You are the one that counts;                                                                                                      
|
| |  |  | our 21 Liderhypermarkets seek to be the low price leader, as
evidenced by their slogan Always the lowest prices and their offer of
one-stop shopping for traditional food items and non-food items such
as home appliances, electronics, textiles, hardware and toys;
|
| |  |  | our 13 Lider Vecinostores combine the proximity and friendly
atmosphere of neighborhood supermarkets with the advantages of low
prices and wide product assortment; and                                                                                                  
|
| |  |  | our single Lider Mercadostore emphasizes perishables and provides
the broadest assortment of quality products at low prices.                                                                                                                                             

Our expansion over the last several years has focused on the Liderformat.



| |  |  | The following table sets forth, at and for the year ended December
31, 2002, certain information regarding our operations in Chile:
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------

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|                                                   |  |                |         |                     |  |  |         |  |  |  |           | 
|-------------------------------------------------- |  | -------------- | ------- | ------------------- |  |  | ------- |  |  |  | --------- | 
|                                                   |  | Chile          |         | Total              
|                                                   |  |                |         |                    
|                                                   |  | Ekono-Almac(1) |         | Lider-Lider Vecino- |  |  |         | 
|                                                   |  |                |         | Lider Mercado(2)    |  |  |         | 
|Number of stores                                   |  |                | 27      |                     |  |  | 35      |  |  |  | 62        | 
|Total selling space (in square meters)             |  |                | 45,637  |                     |  |  | 263,624 |  |  |  | 309,261   | 
|Average selling space per store (in square meters) |  |                | 1,694   |                     |  |  | 7,532   |  |  |  | 4,990     | 
|Total number of employees(7)                       |  |                | 3,156   |                     |  |  | 13,249  |  |  |  | 16,405    | 
|Net revenues(3) (4)                                |  |                | 176.255 |                     |  |  | 871.982 |  |  |  | 1.048.237 | 
|Sales per square meter(3) (5)                      |  |                | 3.29    |                     |  |  | 3.18    |  |  |  | 3.19      | 
|Sales per employee(3)(6)                           |  |                | 51.0    |                     |  |  | 59.9    |  |  |  | 58.1      | 



---

|(1) |  | Includes results for our companys Ekono and Almac supermarkets.                                                                  
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes results for our companys Lider, Lider Vecino, and Lider Mercado
hypermarkets.                                           
|   
|(3) |  | In millions of constant Chilean pesos.                                                                                            
|   
|(4) |  | Includes Ch$35,896 million from real estate leases made to third parties
and other revenues.                                      
|   
|(5) |  | Supermarket sales for the period divided by the average square meters of
selling space at the end of each month during the period.
|   
|(6) |  | Sales for the period divided by the average number of employees at the end
of each month during the period.                       
|   
|(7) |  | Full shifts at December, only including employees in stores.                                                                      

We believe we have certain distinguishing characteristics and competitive
strengths including:



| |  |  | Multiformat Strategy. We have four established store formats with
distinct attributes, allowing us to segment the market and target
growth areas with the preferred format for the local market conditions.
The multiple formats provide the flexibility to match each store site
with the format best suited to the surrounding area.                                                   
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Ownership of Strategic Real Estate. We own 94% of our current
Chilean selling space and properties accounting for 95% of the
additional selling space to be opened in Chile through the year 2002.
This results in greater stability for our current operations and
predictability for our expansion program.                                                                            
|
| |  |  | Experienced Management. Our management has a demonstrated ability
to launch and operate varied formats.                                                                                                                                                                                                                                                                                  
|
| |  |  | Leading Market Share. We are the market leader in Chile with a
market share of 33.13% of Chilean supermarket sales for December 2002
as compared to an estimated 32.9% market share in 2001.                                                                                                                                                                                             
|
| |  |  | Advanced Distribution and Technology. Our distribution center on
the outskirts of Santiago incorporates the most up-to-date technology
and distribution logistics. With point of sale, or POS, scanners at
every check-out and real time inventory control and sales monitoring
systems, we use advanced retail technology comparable to that of
leading supermarket companies worldwide.

In 2002, we had net revenues of Ch$1,048,237 million (US$1,458.7 million),
operating income of Ch$42,242 million (US$58.8 million) and net income of
Ch$23,777 million (US$33.1 million). Our constant Chilean peso consolidated (or
combined) net revenues have increased at a compound annual rate of 7.81% over
the five year period from 1998 through 2002, from Ch$719,716 million in 1998 to
Ch$1,048,237 million in 2002.

Our principal executive offices are located at Avenida Presidente Eduardo
Frei Montalva 8301, Quilicura, Santiago, Chile, and our telephone number is
011-562-200-5000.

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Strategy

We seek to further expand our sales and profitability by capitalizing on
our core strengths and enhancing our market position in Chile. Key elements of
our strategy include:

     Expansion and Renovation Program. From 2002 to 2004, we currently
anticipate capital expenditures of approximately US$346 million and an increase
of approximately 30% of total net selling space. Over the past five years, we
spent approximately US$794 million, primarily to develop and expand our store
formats. In 2003 and 2004, we expect to open eight new stores in Chile (four
in each year) and to transform all our Ekonostores into the Liderformat.
Expansion will be concentrated in the Liderformat in order to take advantage
of the increasing purchasing power of the middle and lower middle classes in
Chile to which these formats are targeted.

     Improvement of Operations-Faro Project.In October 2002, we initiated
a comprehensive review of our operations which we refer to as the Faro Project
(translated as the Lighthouse Project), with the objective of reducing costs
and simplifying our operations by designing and implementing new procedures in
two pilot stores. This program consists of four different focus areas. First,
we are working on improving our level of productivity by increasing our number
of part-time employees. We are also implementing nightly shift-changes in
order to bolster productivity and efficiency. Second, we are improving our
supply chain by implementing new software and technologies such as planograms,
category management and SLIM, an automatic replenishment system. Third, we are
working on reducing our operating costs by centralizing all negotiations with
service suppliers, including utility, cleaning, raw materials, and maintenance
companies. We are also in the process of reducing the number of suppliers we
use. Finally, we are implementing a new process designed to reduce shrinkage.
In February 2002, we began expanding the Faro project to other stores. We
expect the program to be fully implemented in all stores by the end of November
2003.

     Expansion in Chile beyond the Santiago Metropolitan Region. As of
December 31, 2000, we had 37 of our 52 stores located within the Santiago
metropolitan region. In 2001 and 2002 we opened seven stores outside of
Santiago and by the end of 2003 we will have opened three more stores outside
of Santiago. Those openings include stores in Regions II, VI, VIII and X. As
part of our growth strategy, we intend to continue our expansion throughout
other regions of Chile, with plans to open four additional regional stores by
the end of 2004.

     Increasing Sales of Private Label Products. We are targeting our
private label products for expansion, which are marketed under the Ekono,
Lider and Buffet brand names. Management believes that increasing private
label offerings will permit us to provide consumers with lower priced products
and bolster our average profit margin due to the fact that our private label
products on average afford a profit margin significantly higher than brand name
products.

     Expansion of Credit Card Operations. To provide an increased source of
consumer credit and enhance the purchasing power of our customers, we intend to
expand the use of our Prestoin-store credit card. By continuing with our
account approval responsibilities and increasing the amount of consumer
financing we provide, we seek to benefit both in terms of increased sales and
finance charges.

     Realizing Benefits of Centralized Distribution Center. We have already
realized benefits from our distribution center in Santiago and expect to obtain
further benefits in the future. Our goal is to centralize distribution of up
to 75% of the merchandise required by our supermarkets and hypermarkets in the
Santiago metropolitan area, permitting us to reduce in-store inventories,
increase personnel efficiencies, reduce storage space. The results of these
improvements, we believe will allow us to increase selling space, reduce
shrinkage, and lower stock-outs. We are considering building additional
distribution centers to serve our stores outside of the Santiago metropolitan
area as we expand in other

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regions. Moreover, through our Faro project, we
continue to work on improving efficiency in our central distribution center in
order to achieve a target of 95% shelf service level.

     Continued Emphasis on Human Resource Management. We emphasize human
resource management as a key area for a successful retail business. Management
believes that it has developed a distinctive corporate culture and that its
personnel policies for employees at all levels are distinguished by their
emphasis on individual responsibility within a context of ongoing training and
regular performance reviews.

History

Our history can be traced back to 1893 with the trading firm of Gratenau y
Cía., founded by German immigrants in Valparaíso, a Chilean port city. Mr.
Adolfo Ibáñez Boggiano joined Gratenau y Cía. in 1899. In the 1930s, Ibáñez y
Cía., the successor firm to Gratenau y Cía., opened Depósitos Tres Montes,
small retail warehouses selling coffee, tea and maté. In 1944, Mr. José Manuel
Ibáñez Ojeda, in keeping with the evolving retail environment, converted the
warehouses into self-service establishments selling an expanded range of
products. The firm entered the modern age of food retailing in 1957 with the
inauguration in Santiago of the first Supermercado Almac. Thereafter, Almac
supermarkets gradually replaced the older self-service establishments.

During the 1980s, under its current leadership, the firm entered a new
period of expansion. In 1984, the firm established its first Ekonosupermarket
in Santiago. In 1985, our company was incorporated as a distribution and
service center for the related Almacand Ekonosupermarkets.

On September 30, 1996, we acquired Ekono-Argentinafor an aggregate
purchase price equivalent to US$40 million. Ekono-Argentinahad been
established by the controlling shareholders in 1993 as a joint venture with
Casa Tía S.A. (Casa Tía), an Argentine retailer, and opened its first two
stores in Buenos Aires later that same year. In December of 1999, we entered
into a contract to sell 100% of the shares of Ekono-Argentinato Disco S.A. for
US$150 million. Of the total purchase price, US$60 million was paid in cash in
May 2000 and the balance is payable on a deferred basis over three years. At
the time of sale, Ekono-Argentinaconsisted of ten stores in Argentina which
operated in the Ekonoformat and had net revenues of US$166 million,
representing 10.8% of our annual consolidated net revenues in 1999.

In 1995, we opened our first hypermarket store under the Lidertradename.
The following year on October 31, 1996, we acquired, from unrelated third
parties, a 100.00% interest in Fullmarket S.A. for $12,541,143, that was paid
during 1997. During 1999, we increased the goodwill balance by $1,032,927
paid as the result of the arbitration proceeding that settled a dispute with
Fullmarkets former owners.

In June of 2000, we launched a new store format with the opening of our
first Lider Vecino (Neighborhood Lider) store in the Nuñoa neighborhood of
Santiago. To launch this new format, we transformed certain larger, existing
Ekonosupermarket facilities into Lider Vecinohypermarkets. This
transformation has allowed us to target smaller communities with our
hypermarkets by simply converting our larger, existing Ekonosupermarket
facilities, which range between 2,500 and 5,000 square meters, into Lider
Vecinosupermarkets. These factors provide us with an advantage over our
primary competitors in these communities, which are comprised of traditional
supermarkets.

The objective of the Lider Vecinoformat is to combine the proximity and
friendly atmosphere that characterizes neighborhood supermarkets with the
advantages of low prices and the broad product assortment offered by Lider
hypermarkets. Lider Vecinohypermarkets enjoy increased efficiency in terms of
sales per square meter while serving customers in neighborhoods where Lider
stores are not as easily

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accessible due to distance, or are not a first choice
as a result of their larger surface area and longer shopping experience.

Since the launch of the first Lider Vecinohypermarket in June of 2000
(Vespucio Sur in Santiago), two additional Lider Vecinostores were opened that
same year: Iquique in Region I and Vicuña Mackenna in the Santiago
metropolitan region. Both of these stores were converted into
Lider Vecinohypermarkets from the Ekonosupermarket format. During 2001 two
new Lider Vecinostores were added, Talca and Osorno, both in the Regions.

Additionally, LiderTemuco was opened in Region VIII (6,650 sq. meters) in
April 2001, and EkonoMacul, which had been demolished, was replaced by a new
LiderMacul (6,020 sq. meters), which opened in August of the same year.

During the first half of 2002, six additional Ekonosupermarkets were
converted into Lider Vecinohypermarkets (San Bernardo, Tomás Moro, Recoleta,
Los Morros, Santa Rosa and Independencia) in the Santiago metropolitan region.
Additionally, two new Lider Vecinostores were built: one in Region VIII (Los
Angeles) and one in the Santiago metropolitan region (Matucana).

In July 2001, the Lider Mercadoformat was launched with the opening of
the Puente Nuevo hypermarket (11,850 sq. meters of sales area) in the
municipality of Lo Barnechea (North East side of Santiago), which has the
highest average family income in the country. This new concept places special
emphasis on perishable items, including fresh meats and produce. The Lider
Mercadoformat seeks to satisfy customers looking for high quality products at
low prices. Unless otherwise distinguished, all references herein to our Lider
hypermarket division include our Lider Vecinohypermarkets and our Lider
Mercadohypermarket.

Market Overview

Food Retailing Industry in Chile

The Chilean food retailing industry is characterized by relatively high
fragmentation and strong regional competition between supermarket chains.
Supermarkets also compete with smaller grocery stores, convenience stores and
open air markets. There are currently no supermarket chains in Chile that
operate in every region or have achieved a dominant position in the national
market. Accordingly, the level of competition and the identity of competitors
varies from region to region. Supermarket chains in Chile, including
ourselves, generally compete on the basis of location, price, service, product
quality and selection, as well as type and frequency of promotions.

The Chilean supermarket industry is also characterized by a low level of
penetration. Example, according to a study conducted by A.C. Nielsen in 1999,
there were 8,677 people for every supermarket in the United States as compared
to 24,300 people for every supermarket in Chile. A.C. Nielsen figures for Chile
in 2002 show 23,900 inhabitants per supermarket based on population estimates
from the National Bureau of Statistics (INE). According to Deutsche Bank
estimates for 2002, there are 19,600 people in Chile for every supermarket as
compared to 11,600 in the United States, and 56 square meters of selling space
for every 1000 inhabitants in Chile, as compared to 380 square meters in the
United States. We estimate that in 2002 the seven largest supermarket chains
in Chile accounted for approximately 60.3% of total supermarket net sales. In
2002, we accounted for approximately 30.5% of total net sales of the
supermarket industry in Chile which represents the highest total market share
in Chile (this percentage is calculated including sales of non-food items). In
the Santiago metropolitan region, which has the highest population density
(with 40% of Chiles population), the highest levels of per capita disposable
income and highest level of supermarket penetration in Chile, we have the
largest

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market share in terms of sales (including both food and non-food
items), with approximately 41.2% of the total market of which Liderhas 7.7%
and Ekonoand Almachave 33.5% for the year 2002.

To the extent estimates are contained in the discussion below and
attributed to our company, management believes them to be reliable, but these
estimates have not been confirmed by independent sources. Most market
information is derived from information compiled by A.C. Nielsen or INE.
Although supermarkets are the primary retail distribution outlet of foodstuffs
and other household items in the Santiago metropolitan region with an estimated
47% of net sales in the region, we estimate that, in the rest of Chile,
supermarkets account for 53% of such net sales. We believe that total net
sales by supermarkets in Chile grew at an average annual rate of 9.9% during
the last ten years, exceeding the 7.6% average annual growth rate of GDP in Chile. The following table sets
forth our estimates of certain information regarding population of Chile and
its supermarket industry, at and for 2002:

|                             |  |                 |       |               |  |                 |            |                   |  |                  |           |                     |  |                |       |  |  |                 |     |  |  |                   |      | 
|---------------------------- |  | --------------- | ----- | ------------- |  | --------------- | ---------- | ----------------- |  | ---------------- | --------- | ------------------- |  | -------------- | ----- |  |  | --------------- | --- |  |  | ----------------- | ---- | 
|                             |  |                 |       |               |  |                 |            |                   |  |                  |           |                     |  |                |       |  |  |                 |     |  |  | Average Number of
|                             |  | Percentage      |       |               |  |                 |            |                   |  |                  |           | Percentage of Total |  |                |       |  |  | Inhabitants per
|                             |  | Contribution to |       |               |  |                 |            | Supermarket Sales |  | Supermarket      |           | Number of           |  | Supermarket in
|Location                     |  | GDP(1)          |       | Population(2) |  | for the Year(3) |            | Sales(4)          |  | Supermarkets (5) |           | Thousands(5)       
|                             |  |                 |       |               |  |                 |            |                   |  |                  |           |                    
|Regions with D&S Stores      |  |                 |       |               |  |                 |            |                   |  |                  |           |                     |  |                |       |  |  |                 |     |  |  |                   |      | 
|I                            |  |                 | 3.6   |               |  |                 | 426,351    |                   |  |                  | 70,643    |                     |  |                | 2.3   |  |  |                 | 16  |  |  |                   | 26.6 | 
|II                           |  |                 | 8.8   |               |  |                 | 492,846    |                   |  |                  | 130,559   |                     |  |                | 4.3   |  |  |                 | 26  |  |  |                   | 19.0 | 
|IV                           |  |                 | 2.7   |               |  |                 | 600,363    |                   |  |                  | 117,699   |                     |  |                | 3.9   |  |  |                 | 29  |  |  |                   | 20.7 | 
|V                            |  |                 | 8.4   |               |  |                 | 1,542,492  |                   |  |                  | 312,232   |                     |  |                | 10.2  |  |  |                 | 71  |  |  |                   | 21.7 | 
|VI                           |  |                 | 4.5   |               |  |                 | 773,950    |                   |  |                  | 134,663   |                     |  |                | 4.4   |  |  |                 | 43  |  |  |                   | 18.0 | 
|VII                          |  |                 | 4.0   |               |  |                 | 904,104    |                   |  |                  | 116,530   |                     |  |                | 3.8   |  |  |                 | 34  |  |  |                   | 26.6 | 
|VIII                         |  |                 | 8.4   |               |  |                 | 1,853,678  |                   |  |                  | 297,258   |                     |  |                | 9.7   |  |  |                 | 92  |  |  |                   | 20.1 | 
|IX                           |  |                 | 2.4   |               |  |                 | 864,929    |                   |  |                  | 133,425   |                     |  |                | 4.4   |  |  |                 | 55  |  |  |                   | 15.7 | 
|X                            |  |                 | 4.3   |               |  |                 | 1,061,735  |                   |  |                  | 190,921   |                     |  |                | 6.3   |  |  |                 | 46  |  |  |                   | 23.1 | 
|Santiago Metropolitan Region |  |                 | 47.8  |               |  |                 | 6,038,974  |                   |  |                  | 1,424,594 |                     |  |                | 46.7  |  |  |                 | 194 |  |  |                   | 31.1 | 
|                             |  |                 |       |               |  |                 |            |                   |  |                  |           |                     |  |                |       |  |  |                 |     |  |  |                   |      | 
|Subtotal                     |  |                 | 94.9  |               |  |                 | 14,559,422 |                   |  |                  | 2,928,523 |                     |  |                | 95.9  |  |  |                 | 606 |  |  |                   | 24.0 | 
|Regions without D&S Stores   |  |                 |       |               |  |                 |            |                   |  |                  |           |                     |  |                |       |  |  |                 |     |  |  |                   |      | 
|III                          |  |                 | 2.6   |               |  |                 | 252,353    |                   |  |                  | 57,001    |                     |  |                | 1.9   |  |  |                 | 19  |  |  |                   | 13.3 | 
|XI                           |  |                 | 0.5   |               |  |                 | 86,697     |                   |  |                  | 18,022    |                     |  |                | 0.6   |  |  |                 | 5   |  |  |                   | 17.3 | 
|XII                          |  |                 | 2.0   |               |  |                 | 151,869    |                   |  |                  | 50,090    |                     |  |                | 1.6   |  |  |                 | 15  |  |  |                   | 10.1 | 
|                             |  |                 |       |               |  |                 |            |                   |  |                  |           |                     |  |                |       |  |  |                 |     |  |  |                   |      | 
|Subtotal                     |  |                 | 5.1   |               |  |                 | 490,919    |                   |  |                  | 125,112   |                     |  |                | 4.1   |  |  |                 | 39  |  |  |                   | 12.6 | 
|                             |  |                 |       |               |  |                 |            |                   |  |                  |           |                     |  |                |       |  |  |                 |     |  |  |                   |      | 
|Total                        |  |                 | 100.0 |               |  |                 | 15,050,341 |                   |  |                  | 3,053,635 |                     |  |                | 100.0 |  |  |                 | 645 |  |  |                   | 23.3 | 
|                             |  |                 |       |               |  |                 |            |                   |  |                  |           |                     |  |                |       |  |  |                 |     |  |  |                   |      | 



---

|(1) |  | For the year ended December 31, 1998 (last update available).                 
|--- |  | ------------------------------------------------------------------------------
|   
|(2) |  | Population according to last national census (April 2002 preliminary
figures).
|   
|(3) |  | In millions of constant Chilean pesos.                                        
|   
|(4) |  | May not sum due to rounding.                                                  
|   
|(5) |  | As of September 30, 2002.                                                     

Source: A.C. Nielsen and our company, INE national population census, Chilean
Central Bank

Although this trend was affected by the 1998-2000 recession in Chile, over
the last decade, increased acceptance of supermarkets as principal outlets of
foodstuffs and other household items resulted in steady increases in
supermarket sales. In the same period, the Chilean supermarket industry was
characterized by the growth of larger stores (including increased numbers of
hypermarkets), both on a free-standing basis and within shopping centers and
other commercial developments such as anchor tenants, and a consolidation of
ownership in fewer, larger supermarket chains. Current trends in the industry
include increased differentiation among competitors, with some supermarket
chains emphasizing a low price/low service strategy, while others pursue a
strategy of moderate or higher prices with higher

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levels of service. Other
important trends in the Chilean supermarket industry include increased funding
of marketing costs by suppliers, expansion by leading chains into the regions
outside the Santiago metropolitan region, the growth of private label products
and increased demand for prepared foods.

Growth in total net sales by supermarkets and other food stores in Chile
is positively correlated to growth in consumer disposable income and the growth
in GDP and inversely correlated to significant increases in real prices and
sales or value added taxes. As a result, Chiles current recession had a
significant negative effect on supermarket sales. In Chile all products sold
by supermarkets are subject to a value added tax of 18%, and soft drinks and
alcoholic beverages are subject to additional taxes.

Chilean Operations

General

At December 31, 2002, we operated 62 stores which together had over
309,361 square meters of total selling space. Of the 62 stores we operated,
four were Almacsupermarkets, 23 were Ekonosupermarkets, 21 were Lider
hypermarkets, 13 were Lider Vecinohypermarkets, and one was a Lider Mercado
hypermarket. We have reorganized our store divisions to administer Ekonoand
Almacjointly as a supermarket segment and Lidertogether with Lider Vecinoand
Lider Mercadoas a hypermarket segment. The following table sets forth by
store division, the number of stores, total selling area, average selling area,
average sales per square meter, number of employees and net sales per employee
at and for December 31, 2002:

|                                 |       |  |           |    |          |  |              |         |                 |  |              |       |             |  |      |      |  |  |        |        |  |  |      |      | 
|-------------------------------- | ----- |  | --------- | -- | -------- |  | ------------ | ------- | --------------- |  | ------------ | ----- | ----------- |  | ---- | ---- |  |  | ------ | ------ |  |  | ---- | ---- | 
|                                 |       |  |           |    |          |  | Total        |         | Average         |  | Average      |       |             |  |      |      |  |  |       
|                                 |       |  | Number of |    | Selling  |  | Selling Area |         | Sales per       |  | Number of    |       | Sales per  
|                                 |       |  | Stores    |    | Areas(1) |  | per Store(1) |         | Sq. Meter(2)(3) |  | Employees(4) |       | Employee(2)
|                                 |       |  |           |    |          |  |              |         |                 |  |              |       |            
|Ekono-Almac                      |       |  | 27        |    |          |  | 45,637       |         |                 |  | 1,694        |       |             |  | 3.29 |      |  |  | 3,156  |        |  |  | 51.0 |     
|Lider-Lider Vecino-Lider-Mercado |       |  | 35        |    |          |  | 263,624      |         |                 |  | 7,532        |       |             |  | 3.18 |      |  |  | 13,249 |        |  |  | 59.9 |     
|                                 |       |  |           |    |          |  |              |         |                 |  |              |       |             |  |      |      |  |  |        |        |  |  |      |     
|                                 | Total |  |           | 62 |          |  |              | 309,261 |                 |  |              | 4,990 |             |  |      | 3.19 |  |  |        | 16,405 |  |  |      | 58.1 | 



---

|(1) |  | In square meters.                     
|--- |  | --------------------------------------
|   
|(2) |  | In millions of constant Chilean pesos.
|   
|(3) |  | Average square meters.                
|   
|(4) |  | Full-time equivalent employees.       

Historically, we have experienced distinct seasonal sales patterns due to
heightened consumer activity throughout the Christmas and New Year holiday
season, as well as during the beginning of each school year During these
periods, we promote the sale of non-food items, particularly by discounting
imported goods, such as toys, throughout the Christmas holiday season, and
school supplies during the back-to-school period. Conversely, a decrease in
sales usually occurs during the summer vacation months of January and February.

Until 1999, the Ekono-Almacsupermarket format accounted for the largest
portion of our profits despite being surpassed by the Liderformat in 1998 in
total contributions to our net revenues. Ekono-Almacsproportionally large
contribution to our profit was a result of the higher gross margins generated
by its supermarkets as opposed to our hypermarkets, which typically employ a
lower pricing strategy. We expanded our hypermarket format with the conversion
of three existing Ekonostores into Lider Vecinohypermarkets in 2000, two in
2001, six in 2002, and the opening of three Liderhypermarkets in 2001 and
seven in 2002. As a result, the hypermarket format has overtaken the
Ekono-Almacformat and now accounts for the highest portion of our profits by
contributing 80% of gross profit from stores and 68% of our total consolidated
gross profit. The following table sets forth, for the periods indicated, the
gross profit allocated to the principal segments of our Chilean business and
their respective percentage of our total gross profit of such segments.

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##### Table of Contents



|                                 |  |               |         |   |  |              |        |               |  |              |         |   |  |               |        |  |  |     |         |  |  |  |        | 
|-------------------------------- |  | ------------- | ------- | - |  | ------------ | ------ | ------------- |  | ------------ | ------- | - |  | ------------- | ------ |  |  | --- | ------- |  |  |  | ------ | 
|                                 |  | Dec. 31, 2000 |         |   |  |              |        | Dec. 31, 2001 |  |              |         |   |  | Dec. 31, 2002 |        |  |  |    
|                                 |  | Gross Profit  |         | % |  | Gross Profit |        | %             |  | Gross Profit |         | %
|                                 |  |               |         |   |  |              |        |               |  |              |         |  
|Ekono-Almac                      |  | Ch$           | 76,299  |   |  |              | 41.14  |               |  | Ch$          | 57,726  |   |  |               | 27.27  |  |  | Ch$ | 41,814  |  |  |  | 17.48  | 
|Lider-Lider Vecino-Lider Mercado |  |               | 88,838  |   |  |              | 47.91  |               |  |              | 122,828 |   |  |               | 58.03  |  |  |     | 163,043 |  |  |  | 68.15  | 
|Other(1)                         |  |               | 20,302  |   |  |              | 10.95  |               |  |              | 31,124  |   |  |               | 14.70  |  |  |     | 34,392  |  |  |  | 14.37  | 
|                                 |  |               |         |   |  |              |        |               |  |              |         |   |  |               |        |  |  |     |         |  |  |  |        | 
|                                 |  | Ch$           | 185,439 |   |  |              | 100.00 |               |  | Ch$          | 211,677 |   |  |               | 100.00 |  |  | Ch$ | 239,249 |  |  |  | 100.00 | 
|                                 |  |               |         |   |  |              |        |               |  |              |         |   |  |               |        |  |  |     |         |  |  |  |        | 



---

|(1) |  | Other includes credit card operations and real estate operations.
|--- |  | -----------------------------------------------------------------

Over the last several years, our new store openings emphasized our larger
formats, particularly Lider, Lider Vecino,and Lider Mercado. As a result,
these larger formats now represent a larger percentage of our overall revenues.
The following table sets forth, for the periods indicated, the net
revenues from retail operations by store format in $ million and their
respective percentage of our total net revenues:

|                                 |       |  |                         |        |              |  |         |         |              |  |       |        |              |  |         |         |  |  |       |        |   |  |         |           | 
|-------------------------------- | ----- |  | ----------------------- | ------ | ------------ |  | ------- | ------- | ------------ |  | ----- | ------ | ------------ |  | ------- | ------- |  |  | ----- | ------ | - |  | ------- | --------- | 
|                                 |       |  | Year ended December 31,
|                                 |       |  |                        
|                                 |       |  | 2000                    |        | 2001         |  | 2002   
|                                 |       |  |                         |        |              |  |        
|                                 |       |  | %                       |        | Net Revenues |  | %       |         | Net Revenues |  | %     |        | Net Revenues
|                                 |       |  |                         |        |              |  |         |         |              |  |       |        |             
|Ekono-Almac                      |       |  | 36.26                   | %      |              |  | 308,959 |         |              |  | 26.28 | %      |              |  | 247,105 |         |  |  | 16.82 |        |   |  | 176,255 |          
|Lider-Lider Vecino-Lider Mercado |       |  | 60.97                   |        |              |  | 519,624 |         |              |  | 70.37 |        |              |  | 661,722 |         |  |  | 79.76 |        |   |  | 836,086 |          
|Other                            |       |  | 2.77                    |        |              |  | 23,559  |         |              |  | 3.35  |        |              |  | 31,482  |         |  |  | 3.42  |        |   |  | 35,896  |          
|                                 |       |  |                         |        |              |  |         |         |              |  |       |        |              |  |         |         |  |  |       |        |   |  |         |          
|                                 | Total |  |                         | 100.00 | %            |  | $       | 852,182 |              |  |       | 100.00 | %            |  |         | 940,310 |  |  |       | 100.00 | % |  |         | 1,048,237 | 
|                                 |       |  |                         |        |              |  |         |         |              |  |       |        |              |  |         |         |  |  |       |        |   |  |         |          



---

|(1) |  | Other includes credit card operations and real estate operations.
|--- |  | -----------------------------------------------------------------

Supermarkets

Within our different store divisions, we organize Ekonoand Almacjointly
as a supermarket segment. The stores included within the supermarket segment
are traditional neighborhood supermarkets (average selling area of 1,694 sq.
meters) providing a friendly atmosphere and personalized attention. These
stores place an emphasis on the food products offered, which include a broad
assortment of quality perishables and groceries. Additionally, supermarkets
located in higher income areas offer a variety of prepared dishes. At December
31, 2002, the supermarket segment had a total of 27 stores.

Net revenues of our Ekonoand Almacsupermarkets together totaled
$247,105 million in 2001 and $176,255 million in 2002, or 26.3% and 16.8%,
respectively, of our total net revenues for such period. The decrease was
principally attributable to the conversion of six stores from Ekonoto Lider
Vecinoformat, and to the fact that store expansion has been focused on the
hypermarket division, which added seven new stores (Concepción, Puerto Montt,
Calama, Valdivia, Rancagua, Los Angeles and Matucana) during 2002. Only one
Ekonosupermarket (Miraflores in Viña del Mar) was added in 2002.

The following table sets forth, for the periods indicated, the percentage
of net revenues of the particular product categories sold by Ekonoand Almac:

|                  |       |  |                                                    |       |      |  |      |       |   |  |      |       |  
|----------------- | ----- |  | -------------------------------------------------- | ----- | ---- |  | ---- | ----- | - |  | ---- | ----- | -
|                  |       |  | Percentage Contribution to Ekono and Almac's Sales
|                  |       |  | in Chile by Product Category                      
|                  |       |  | Year ended December 31,                           
|                  |       |  |                                                   
|                  |       |  | 2000                                               |       | 2001 |  | 2002
|                  |       |  |                                                    |       |      |  |     
|Groceries         |       |  | 49.7                                               |       |      |  | 48.2 |       |   |  | 40.7 |      
|Perishables       |       |  | 44.5                                               |       |      |  | 44.7 |       |   |  | 47.4 |      
|Non-food items(1) |       |  | 5.8                                                |       |      |  | 7.1  |       |   |  | 11.9 |      
|                  |       |  |                                                    |       |      |  |      |       |   |  |      |      
|                  | Total |  |                                                    | 100.0 | %    |  |      | 100.0 | % |  |      | 100.0 | %
|                  |       |  |                                                    |       |      |  |      |       |   |  |      |      



---

|(1) |  | Percentages are of our companys total product sales from our retail
operations. This includes home, apparel, electronics and appliances.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------

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Ekono

We opened our first Ekonosupermarket in 1984 as a low-price alternative
during a severe economic recession in Chile with a low prices everyday
slogan. At December 31, 2002, we operated 23 Ekonostores, with an average
selling space of 1,840 square meters, accounting in the aggregate for 13.7% of
the total selling space of our Chilean operations.

During 2002, six Ekonostores (San Bernardo, Tomás Moro, Recoleta, Los
Morros, Santa Rosa and Independenica) were transformed into the Lider Vecino
format, which explains the decrease in selling area and revenues reflected by
the Ekonoformat in 2002 as compared with 2001.

In 2002, one Ekonosupermarket was opened in Viña del Mar, Region V, with
1,408 square meters of sales area. At December 31, 2002, there were 23 Ekono
stores, 15 in the Santiago metropolitan region and 8 in the other Regions,
equaling a total sales area of 42,326 square meters.

Ekonos stores emphasize convenience and exceptional value with clean,
well-stocked, orderly stores, in addition to quality service and a friendly
atmosphere. In keeping with their low price orientation, Ekonooriginally
offered a more limited product line, simpler decor and fewer services than the
Almacsupermarkets, making use of prominent in-store signage promoting the low
prices of products. These features have evolved, and current Ekonostores are
less austere, with a warmer atmosphere, increased level of service and
broadened product assortment. Ekonostores always emphasize groceries and
perishables. The stores are well-lit and, in newer stores, include open
entrances with natural lighting. Ekonostores have a range of 81 to 203
employees (full-time equivalents), 10 to 31 checkouts and store sizes ranging
from 781 square meters to 4,000 square meters. The stores are open from 8:30
a.m. to 10:00 p.m., seven days a week.

Through our Ekonochain, we seek to provide an attractive and convenient
alternative to small, family-owned grocers and informal markets with a
price/quality ratio that appeals to the middle and lower-middle classes. Our
management believes that the Ekonochain is well-positioned to benefit from
continuing growth in the Chilean economy and increasing purchasing power of
Chiles lower socioeconomic classes.

Merchandising. Ekonosupermarkets offer an average of 12,800 SKUs. The
mix of products has remained roughly stable over the last several years. Like
our other divisions, Ekonoperiodically assesses existing store layouts,
shelving, product facings and product mix in an effort to deliver more product
and service choices to consumers.

Marketing. Ekonoenjoys a high level of public recognition in the Chilean
market and is identified as having a distinct strategy and market position in
terms of price, product selection and service. Along with point of sale
advertising, marketing primarily consists of bi-weekly catalogs distributed as
inserts in local papers. Ekonoscatalog program has the highest distribution
of any store catalog in Chile. The division uses television and radio
advertisements for seasonal campaigns. As a division, Ekonodedicates roughly
1.5% of net sales to its marketing efforts, a substantial portion of which is
defrayed by supplier payments. Ekonooffers a low price guarantee whereby a
customer will receive a refund of the difference for any item found elsewhere
for a lower price. Marketing efforts focus particularly on Christmas and
back-to-school campaigns. The most recent slogan for the Ekonoformat is You
are the one that counts. This slogan stresses service and addresses working
women who have little time to do their shopping.

Starting in June 2003, however, all 23 existing Ekonostores will be
transformed into the Liderformat. We estimate that the transformation process
will be completed by 2004.

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Almac

Almacis the oldest of our supermarket chains. Organizationally, Almac
was combined with Ekonoin a supermarket division (distinguished from Liderand
Lider Vecino, the hypermarket division). Almacwas deemphasized as a format as
five of nine Almacstores were converted into Ekonostores in 1998, 1999 and
2000. Almacstores emphasize convenience.

Almacwas historically positioned as a high quality, service-oriented
neighborhood market. In order to reduce our number of formats and gain
additional economies of scale, we converted certain Almacstores (Estoril, La
Dehesa, Irarrázabal and Colon) to the Ekonoformat. We converted our last
Almacstore (Pedro de Valdivia) into an Ekonostore in 2000. We currently
operate four Almacstores, with an average selling space of 853 square meters
representing 1.1% of the total selling space of our Chilean operations. The
Almacstores are located in upper and upper-middle class neighborhoods in the
northeast zone of Santiago. Net revenues attributable to Almacstores are
presented together with the Ekonoformat.

Almacstores have between 56 to 113 full time equivalent staff, 8 to 18
checkouts (an average of 12) and store sizes between 400 square meters to 1,227
square meters. The stores are open from 8:30 a.m. to 10:00 p.m., seven days a
week.

The Almacformat is designed to satisfy a need that we perceive for
convenience stores or mini-markets in Chile. To fill this void in the market,
we decided to rejuvenate the Almacformat by using this brand to introduce our
version of the convenience store. These mini-markets continue to cover the
highest income, non-price sensitive segments of the population. They emphasize
convenience, targeting dual-income households. We are planning to expand the
Almacchain in the near future.

Merchandising. Almacoffers on average 11,200 SKUs, which, although lower
than the hypermarkets and megamarkets, is the highest in number of food items
on a per square meter basis within our chain. Products include high quality
perishables, specialty food, as well as ready-to-eat prepared food. Of the
total selling space, approximately 95% is devoted to food items and the
remaining 5% is devoted to non-food items.

Marketing. Almacsmarketing strategy is to reinforce the stores image as
a high quality, personable and convenient supermarket. In addition to point of
sale marketing, advertising for Almacconsists principally of inserts in local
newspapers but also includes periodic radio and television advertising. Almac
uses a sales strategy that is intended to encourage frequent visits to the
stores by discounting a different product area every day, Monday through
Friday.

Hypermarkets

We manage Lider, Lider Vecinoand Lider Mercadojointly within the
hypermarket division. The Liderhypermarket, which was modeled after European
predecessors, is characterized by selling spaces of between 6,020 (LiderMacul)
and 13,243 (LiderOeste) square meters offering, in addition to traditional
food items, non-food items such as home appliances, electronics, hardware,
sports, toys, textiles and articles for the home. The Lider Vecino
hypermarket, on the other hand, is more of a compact hypermarket format, with
sales areas ranging from 3,250 square meters (Los Angeles) to 4,720 square
meters (Iquique).

The hypermarket divisioncomprised of the Lider, Lider Vecinoand Lider
Mercadoformatsincludes 35 stores as of December 31, 2002 (20 of them are
located in the Santiago metropolitan region and 15 in other Regions).

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Liderand Lider Vecinostores combine one-stop shopping with the lowest
prices. All Liderand Lider Vecinostores either opened or were extensively
remodeled within the last five years. The stores have an orderly,
well-maintained appearance, with approximately 49% of the total selling space
devoted to food items (groceries 25% and perishables 24%) and the remaining 51%
devoted to non-food items. We have installed family-style cafeterias referred
to as Patios de Comida(foodcourts) and coffee shops at certain locations in
order to increase the use of Liderstores as destinations.

Net revenues of our Lider, Lider Vecino,and Lider Mercadohypermarkets
together totaled $661,722 million in 2001 and $836,086 million in 2002, or
70.4% and 79.8%, respectively, of our total net revenues for such period.

The following table sets forth, for the periods indicated, the percentage
of net revenues of the particular product categories sold by Lider,
Lider-Vecino and Lider-Mercado:

|                  |       |  |                                                     |       |      |  |      |       |   |  |      |       |  
|----------------- | ----- |  | --------------------------------------------------- | ----- | ---- |  | ---- | ----- | - |  | ---- | ----- | -
|                  |       |  | Percentage Contribution to Lider-Lider Vecino-Lider
|                  |       |  | Mercado Sales                                      
|                  |       |  | in Chile by Product Category                       
|                  |       |  | Year ended December 31,                            
|                  |       |  |                                                    
|                  |       |  | 2000                                                |       | 2001 |  | 2002
|                  |       |  |                                                     |       |      |  |     
|Groceries         |       |  | 51.3                                                |       |      |  | 50.7 |       |   |  | 48.9 |      
|Perishables       |       |  | 31.0                                                |       |      |  | 31.8 |       |   |  | 32.3 |      
|Non-food items(1) |       |  | 17.7                                                |       |      |  | 17.5 |       |   |  | 18.8 |      
|                  |       |  |                                                     |       |      |  |      |       |   |  |      |      
|                  | Total |  |                                                     | 100.0 | %    |  |      | 100.0 | % |  |      | 100.0 | %
|                  |       |  |                                                     |       |      |  |      |       |   |  |      |      



---

|(1) |  | Percentages are of our total product sales from our retail operations.
This includes home, apparel, electronics, appliances, beauty care and pharmacy
goods.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

Lider

In 1995, we introduced the economy hypermarket concept under the Lider
tradename. We developed our Liderstores in response to the growth in size and
in purchasing power of the Chilean middle class, the population segment for
which the megamarket format has the greatest appeal, offering a one-stop
shopping destination. We sought to position ourselves strategically in this
market niche as a preemptive measure to the entry by international hypermarket
operators into Chile or the expansion within Chile of Jumbo S.A. We currently
operate 21 Liderhypermarkets with an average selling space of 9,475 square
meters. Ten of the Liderhypermarkets are located in the Santiago metropolitan
region and eleven in other Regions.

Liderhypermarkets typically occupy strategic sites at the intersection of
major thoroughfares connecting communities, thereby servicing various
communities with one store. The Lidersites have ample parking spaces and are
generally developed in conjunction with an assortment of complimentary stores
(e.g., Blockbuster, McDonalds, hardware superstores, cinemas, food courts,
pharmacies). Liderstores have a range of 295 to 706 staff (full-time
equivalents), 42 to 76 checkouts, an average store size of 9,475 square meters,
and are open from 9:00 a.m. to 10:30 p.m., seven days a week.

Lider Vecino

We developed our Lider Vecinoformat in 2000 to target smaller communities
with our hypermarkets by converting our larger, existing Ekonosupermarket
facilities, which range between 3,250 and 4,720 square meters, into Lider
Vecinosupermarkets. Our Lider Vecinoformat combines the convenience and
pleasant atmosphere that characterizes neighborhood supermarkets with the
advantages of Liderhypermarkets. These factors provide us with an advantage
over our primary competitors in these communities, which are comprised of
traditional supermarkets.

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During 2002, we built two new Lider Vecinostores (Los Angeles and
Matucana) and transformed 6 Ekonostores into the Lider Vecinoformat (San
Bernardo, Tomás Moro, Recoleta, Los Morros, Santa Rosa and Independencia). At
December 31, 2002, we operated 13 Lider Vecinohypermarkets. Our Lider Vecino
stores incorporate the characteristics of a Liderhypermarket in a smaller
selling area. Lider Vecinohypermarkets have selling spaces that range between
3,250 and 4,720 square meters and typically offer the same items as traditional
Lider hypermarkets. To launch this new format, we transformed certain larger,
existing Ekonosupermarket facilities into Lider Vecinohypermarkets.

Lider Vecinohypermarkets cater to specific, smaller neighborhoods, as
they have been converted from our existing Ekono supermarkets. Lider Vecino
hypermarkets strive to combine the proximity and friendly atmosphere of
neighborhood supermarkets with the advantages of low prices and wide product
assortment. Lider Vecinostores have a range of 234 to 425 employees
(full-time equivalents), 26 to 44 checkouts, an average store size of 3,913
square meters, and are open from 9:00 a.m. to 10:30 p.m., seven days a week.

Lider Mercado

In July 2001, we launched our newest hypermarket format, known as Lider
Mercado, with the opening of the LiderPuente Nuevo hypermarket in the
municipality of Lo Barnechea (North East side of Santiago), which has the
highest income and spending levels of any district in the country. Located
along one of the major thoroughfares in Santiago, this Lider Mercadostore
serves 148,080 households in the districts of Las Condes, Vitacura and Lo
Barnechea. Although there are currently three other hypermarkets in this
areaLiderVitacura, Carrefour and Jumbo Kennedythe new Lider Mercadocan be
distinguished from the others, as it brings together state-of-the-art
technology and multiple innovations in structure, lay-out, product assortment
and services. All of these features, together with the low prices which
characterize Liderstores, work together to provide a store format designed to
satisfy the most demanding customers.

Our Lider Mercadostore has 12,164 square meters of sales area, 64
check-outs and 664 full shift employees at December 31, 2002, accounting for
5.2% of the total sales of the hypermarket division and representing 43% of
total company retail sales.

Lider Mercadohas a four floor structure which includes a three floor
parking garage along with a store level including a mezzanine which houses the
music and entertainment section. There are two main entrances for the public.
The front part of the store includes an exhibit of fruits and vegetables along
with a flower shop offering a selected assortment of flowers and plants. Space
inside the store is divided into different areas for the different product
lines: home, apparel, wines and spirits, among others, and also includes a
pharmacy inside the health and beauty area.

Among our store formats, our Lider MercadoPuente Nuevo store offers the
broadest assortment of products (42,600 SKUs), including Buffetprivate label
products, which were first introduced in this store.

A number of new features have been developed in our Puente Nuevo store in
order to facilitate customers shopping experience, including, the introduction
of specialized weighing systems, electronic price labeling, and specific
signaling. These new features aim to fulfill our primary goal of customer
satisfaction by providing a superior standard of service, a broader assortment
of products and the lowest prices on the market.

Lider, Lider Vecino, and Lider Mercado

Merchandising. Lider, Lider Vecino,and Lider Mercadoslow price
strategy requires each store to be a low-cost operator with high sales volumes
to obtain economies of scales on fixed costs. A

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significant component of this
strategy are private label products under the Lider brandname which permit
lower prices at moderate gross margins as well as improved bargaining power
with suppliers. See Complementary OperationsPrivate Label Products.
Lider, Lider Vecino, and Lider Mercadooffer on average 30,000 SKUs, the
highest in our chain.

Marketing. Lider, Lider Vecino, and Lider Mercadopursue marketing
strategies designed to reinforce its image of providing low prices every day
along with a wider selection. Liderstores have established a reputation in
the market as stores that offer low prices and one-stop shopping. Along with
point of sale advertising, marketing for Liderand Lider Vecinoprimarily
consists of bi-weekly catalogs distributed as inserts in local newspapers and
as direct mailings, and includes some more expensive television or radio
publicity. In addition, Liderand Lider Vecinouse prominent signage,
particularly in the vicinity of store locations. Liderand Lider Vecino
periodically launch marketing campaigns that frequently have seasonal themes:
Back-to-School; Wintertime; Camping and Gardening; and, Christmas as
well as bi-monthly mini-campaigns with themes like Take Three, Pay for Two,
games of chance such as Scratch and Win and sporadic promotions, particularly
of perishable products. Advertising expenses currently represent 1.3% of the
hypermarket division net sales.

Private Label Products

Private label sales represent 11.2% of total company sales. In groceries,
they account for 9.6% of total sales, while in perishables private labels
(Buffet) represent 0.9% of sales. Private labels have become very
prominent in non-traditional business areas, comprising 13% of total
sales for general merchandise, 25.6% for home supplies and 78% for
clothing in the non-traditional sales area.

In 2000, as part of our plan to continue offering new private label
products to our customers, we added the brand Acuenta to our already
well-known brands Ekono and Lider. We were able to position the new label
Acuentaas the lowest priced in its category, allowing it to gain a large
amount of acceptance among customers.

During 2001, the existing private labels were complemented by Buffet
private label products including a fine selection of perishables such as
chocolates, pasta, cheeses, and general delicatessen
products. Buffetproducts are intended to compete with the highest
quality perishables on the market. They were first launched at the Lider
MercadoPuente Nuevo store. A new area of business, Café Buffet, was born out
of the Buffetline, serving shoppers a variety of Buffetproducts. Both the
Buffetprivate label and the Cafes, which were later expanded into cafeterias,
have gradually been implemented in other company stores, both in the Liderand
Ekonoformats.

During 2002, we introduced two new private labels, Boulevardin the
clothing area and Hausin the home supply area.

Purchasing, Supply, Distribution and Inventory Management

Purchasing and Supply. Our purchasing activities for Almacand Ekonoare
carried out on a centralized basis through our distribution center and for
Lider, though gradually changing to such a centralized basis, mainly through
D&S purchasing department. In each case, store managers report inventory
requirements to the central purchasing department which is responsible for
assuring an adequate supply. We attempt to take advantage of our purchasing
volume to obtain the most advantageous mix of price and payment terms. Because
of our large purchasing volumes, we extended the payment terms to suppliers to
an average of 54 days during 1998. This extension was maintained with little
variation through 2000 and 2002. For 2002 the average payment term was 52.56
days. Inventory was held for an average of 34.9 days during 2002.

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Our efforts both through our distribution center and the Liderpurchasing
department are organized along product lines, one for each of perishables,
dairy/coldcuts, meats, baked goods, grocery, home appliances, textiles and
personal care products, each of which has a category manager. Each category
manager is responsible for negotiating quantity, prices, terms, advertising
contributions of the manufacturers and logistics of delivery for each item.
Price ranges for each SKU are determined by the purchasing managers for each
store division, who adjust prices so as to seek the optimal price for the
particular competitive environment of the location. For each product category,
store managers are expected to maintain certain average margins according to
estimates that vary depending on the store format.

We purchase merchandise from numerous manufacturers, distributors,
processors and growers in Chile (over 1,600 suppliers). We purchase nearly all
food products on a spot or short-term basis, within the context of long-term
relationships with the suppliers. In 2002, no single supplier accounted for
more than 5.5% of total goods purchased. Our ten largest suppliers
collectively accounted for approximately 23.8% of our purchases in 2002, and
the 50 largest accounted for 51.9%. Certain products (e.g., fish) are purchased
from affiliated companies. We conduct our business with our suppliers on terms
which we believe are at least as favorable as those generally available to the
industry.

Distribution. We operate two basic methods of distribution: centralized
delivery from our distribution center and direct delivery to the store from the
supplier. While our supermarket and hypermarket divisions utilize both methods
of distribution, Ekono-Almac(supermarket division) relies principally upon
centralized distribution whereas Lider(hypermarket division), after relying
principally on delivery by suppliers, is increasingly relying on centralized
delivery from our distribution center.

Centralized distribution consists of shipping, from a central warehouse to
the stores, mixed pallets of products selected to satisfy the daily inventory
requirements of the particular store. An integrated information management
system allows pallets to be prepared on the basis of real time information on
sales and inventory levels in each store. This creates a reduction in the
minimum shipment lot of each SKU, which makes it possible to reduce inventories
at the locations and the space allotted to warehousing. It also significantly
reduces the number of daily deliveries to the stores, thereby allowing a
reduction in personnel and increased productivity.

Under the direct delivery system, the product can be ordered either
directly by the store or through a central purchasing office, and then the
product is delivered directly to the store by the supplier.

With the opening of our distribution center in June 1997, we inaugurated a
45,000 square meter facility that has sufficient capacity to supply our Ekono
and Almacstores in the Santiago area with up to 70.0% of the goods sold in
such locations, including perishable foods and products such as cold meats,
milk products and frozen foods. Our distribution center allowed us to close
six warehouses leased in the Santiago metropolitan region. Products are
transported from the distribution center with our fleet, replacing independent
distributors and carriers chartered for such purposes by the suppliers.

Deliveries from the distribution center occur principally at night during
hours of low traffic, thereby allowing a greater number of deliveries per truck
and avoiding stock-outs (i.e., running out of stock) resulting from delays
caused by traffic. Our policy is to charge suppliers for distribution and
transportation services to effectively cover the cost of these activities.

As a result of our expansion during 1998 and consistent with our purpose
to reduce costs and increase productivity, we undertook a project to expand our
distribution center during the second half of 2000. This expansion added
27,000 square meters to the existing building with the principal purpose of
creating continuous inventory flow to permit greater reductions of inventory
levels and improved efficiency. This expansion allowed for centralized
distribution for all Liderstores in the Santiago area

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and some Liderstores
outside of Santiago. This expansion was furnished with state-of-the-art
technology, equipment and logistics software. The complete project, completed
in December 2000 and fully operating in March 2001, involved a total investment
of US$12 million.

Currently, our distribution center supplies approximately 54.9% of the
goods sold in Ekonoand Almacstores, and 51.2% of goods sold in Liderstores.
Our total percentage of centralized distribution is 51.9%. Since we have
expanded into the Regions, we may consider building other distribution centers
to service those stores. Our target for the future is centralizing the
distribution of up to 80% of the products sold in all of our stores. The
remaining 20% corresponds to goods that, given their nature and sale volumes,
are more efficiently and cost-effectively delivered directly by suppliers.

Inventory Management. A principal objective of our investments in
distribution and information management technology is inventory control. We
believe that our distribution center and high level of automation has improved
our inventory controls and significantly reduced the levels of stock-outs. In
addition, we are seeking to reduce our shrinkage, which includes losses in
inventory, losses and damage during transportation, and theft. Shrinkage in
the supermarket format (Ekono-Almac) was reduced from 1.48% of total sales in
2001 to 1.42% in 2002. Given the nature of the goods sold and the higher
volume of sales in hypermarkets (i.e.higher percentage of non-food inventory),
shrinkage at Liderstores increased to 2.1% of total Lidersales. On a
consolidated basis, shrinkage in all of our stores increased from 1.75% to
1.98% of total sales between 2001 and 2002.

Shrinkage reduction is one of the numerous tasks undertaken through our
Faroproject. This comprehensive program aims at better purchasing and
negotiation processes, higher logistic efficiency, higher productivity in the
store finally resulting in reduced inventory and shrinkage. In addition, our
stores have extensive security systems, including our own security service, to
discourage theft and enhance shopper safety.

Service and Standardization

We seek to ensure the highest levels of customer service. We recognize
that any service industry depends fundamentally on the training and motivation
of its employees. As a result, we attempt to develop a distinctive corporate
culture that explicitly affirms the value of the individual employee and
encourages the development of the individuals skills. Every employee, from a
cashier to a division manager, receives a description of his or her
responsibilities and ongoing training designed to provide each employee with
opportunities for improvement and career advancement as well as promote a
spirit of leadership and service. Employees are regularly briefed on the
performance of their store and our company as a whole. In 2002, 6,140
associates were trained in 695 courses, 431 of which were offered directly by
the company and 269 by third parties. A total of 7.5 million man-hours are
invested in
training. On an annual basis, approximately one-third of our nearly 16,000
employees, are expected to visit the headquarters/school of service for ongoing
training. Each store has a suggestion/complaint box offering a means for
customers to communicate with management. Through these boxes we receive an
average of 3,500 suggestions/complaints per week. Every person making a
suggestion or complaint receives a written response. In addition, we have
invested in customer service phone lines as part of our effort to facilitate
communication between our customers and management. These phone lines receive
an average of 800 calls per week. We also operate laboratories located at our
distribution center in order to conduct random testing of products and approve
new products as part of ongoing efforts to ensure the quality of our products.

For each of our formats, we are engaged in an ongoing effort to
standardize both the appearance of our stores and their operating procedures.
Our renovation program is designed, in part, to bring the stores within each
format into closer conformity in appearance, thereby projecting a consistent
brand image. In 1997 this effort included conversion of the two newly acquired
Fullmarket stores into a Lider

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and a Hiper Ekono. In 1998 this effort included
redefining the Super Ekonoand Hiper Ekonointo one Ekonoconcept and the
conversion of four Almacstores into the Ekonoformat. In 1999, we transformed
one Almacstore into the Ekonoformat as part of this continuing effort. In
2000, this effort included the conversion of three larger Ekonosupermarkets
into our new Lider Vecinoformat and the transformation of one Almacstore into
the Ekonoformat. In 2001, we transformed two additional Ekonostores into the
Lider Vecinoformat and invested in remodeling existing Ekonostores. During
2002, we transformed 6 Ekonostores into the Lider Vecinoformat. In addition,
we develop and maintain operating manuals outlining our procedures relating to
maintenance, security and accounting, for example.

Credit Card Operations

As we expanded through our Liderstores into the market for higher priced
durable goods, including household appliances, electronics and clothing, we
recognized the importance of making an in-store credit card available as a
means of financing consumer purchases of these higher priced items. Due to the
high levels of rejection (approximately three-quarters) of new account
applicants by the local bank managing our in-store credit card, Presto, and due
to the potential benefits of an integrated credit card operation for our
various store formats, we decided to develop our credit card operations as a
separate operating unit servicing our Liderdivision, Lider Vecinostores, and
Ekonostores in certain regions. During 2002, all of our 62 stores (including
all Ekonoand Almacsupermarkets) accepted the Prestocard. During the course
of the year, the number of active accounts increased by 95.7%. At December 31,
2002, Prestohad a total of 561,552 accountholders. In 2002, our Prestocredit
card operations averaged a monthly charge volume of $7.799 million (US$10.9
million), representing approximately 12.2% of the total sales volume of Lider
and 10.1% of our total sales. Interest income generated by our Prestocard
operations is recorded under other revenues and represents 1.1% of our
consolidated total revenues.

We target our credit card operations for significant expansion and believe
the expansion of our credit card operations will offer the following
advantages:



| |  |  | enhanced consumer purchasing power in our stores, permitting
greater volume of sales of more expensive items;                                
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | prospects of a profitable credit business;                                                                                                   
|
| |  |  | enhanced customer loyalty due to the convenience offered by the Presto card; and                                                             
|
| |  |  | the development of an extensive database permitting us to enhance
merchandise selection and to direct our marketing efforts more
effectively.

Information Technology

We believe we are the leader in the Chilean food retail industrys
application of modern information technology to manage its business with
technology that is comparable to the highest standards worldwide. Over the
last three years, we have invested an average of US$6.0 million per year
(approximately 0.5% of our net sales and over 5% of our capital expenditures)
in computers and information technology. This investment enabled us to fully
automate our back office, distribution and check-out operations, resulting in
reduced labor costs and increased efficiencies in customer check-outs,
purchasing, distribution, inventory management and the provision of information
in a timely manner.

Store Systems. All of our stores are equipped with POS scanners.
Transactions recorded by laser scanners located at the check-out aisle permit
the reporting of real time information on product sales. Each laser scanner
reads bar codes imprinted on the labels of all of our products, enabling us to
accurately record all transactions. The computers in our Santiago stores are
connected to the central mainframe at

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the headquarters/service school,
permitting both senior managers and store managers to receive real time
information by store, SKU or product category, including both sales volume and
margins, thus enhancing inventory management, cost controls and sales tracking.
We also introduced the use of radio frequency devices for our stores, which
allowed inventories to be taken in a faster and more accurate manner.
Furthermore, our stores are interconnected with the Transbank credit approval
system. The store systems are supplemented by POS technology at our
distribution center and at the receiving points for supplies at store
locations, thereby permitting strict control over incoming as well as outgoing
merchandise.

Management Information Systems. We invested in modern computer hardware
in order to improve the efficiency of our accounting, control systems and
financial management operations and employ 40 computer professionals and retain
specialized consulting services from 5 information technology professionals.
Most of the software used by our company was developed in-house. Additionally,
other software was acquired during the last four years such as E3 (a buying
software), SLIM (a store replenishment software), Worldwide Chain Store System
(a warehouse management system) and S.A.P. (financial accounting module, fully
operational since the second half of 2001). Through the use of the electronic
data interchange (EDI) system, we are integrating our suppliers within our
systems, thereby reducing the paperwork and delays in communications with our
suppliers.

Argentine Operations

In December of 1999, we entered into a contract to sell 100% of the shares
of Ekono-Argentinato Disco S.A. for US$150 million. Of the total purchase
price, US$60 million was paid in cash in May 2000 and the balance payable in
May 2003. At the time of sale, Ekono-Argentinaconsisted of ten stores in
Argentina which operated in the Ekonoformat and had net revenues of $97,771
million, representing 10.8% of our companys consolidated net revenues.

We acquired Ekono-Argentinaon September 30, 1996 and assumed managerial
control October 1, 1996. In 1999, Ekono-Argentinarecorded net income
equivalent to a loss of $11,263 million (US$19 million), and its sale to
Disco S.A. generated a loss of $13,757 (US$23 million). We were prevented
from achieving the necessary economies of scale to be competitive and
profitable in Argentina as a result of:



| |  |  | economic conditions in Argentina combined with the strong local
presence of Disco S.A. and Coto;
| | - |  | ------------------------------------------------------------------------------------------------
|
| |  |  | international penetration by the likes of Wal-Mart and the Dutch firm, Ahold; and               
|
| |  |  | our small presence of ten stores, representing slightly more than a 1% market share.            

In addition to reducing our long-term debt with income from the sale, the
sale of Ekono-Argentinaallowed us to focus on opportunities for growth within
Chile. In view of subsequent events in Argentina, we believe this divestiture
was well timed.

According to the sales contract for Ekono-Argentina, the remaining US$90
million payment is guaranteed by the Netherlands Antilles company, Disco-Ahold
International Holdings N.V.

We were informed in December 2002 that Disco S.A. would not pay us the
entire US$150 million amount in dollars, but would instead convert the US$90
million balance owed to us into Argentine pesos under Argentine dollar
convertibility regulations. On May 2, 2003, Ahold made payment of 126 million
Argentine pesos, the equivalent of US$45 million, based on an effective
exchange rate of 2.8 Argentine pesos to 1 U.S. dollar. This amount remitted by
Ahold remains in Argentina. We are seeking approval

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from the Central Bank of
Argentina to remit this amount to Chile. We do not accept Aholds attempt to
reduce our balance due under the Argentine convertibility regime.

See Information on the CompanyLegal Proceedings.

Complementary Operations

In connection with the Chilean operations, we are currently engaged in
several businesses which we view as complementary to our core retail
operations, principally in the real estate, private label goods and credit card
areas. We believe these businesses may increase in importance in the future.

Real Estate Development

We have long been distinguished by the purchase of strategic properties as
future store locations and thus have accumulated valuable undeveloped
properties and real estate expertise. In order to manage these properties and
maximize their value to our retail operations, our real estate development
division, if appropriate and complementary to the strategic requirements of the
core food retail business, develops the properties as shopping malls where our
store serves as the anchor tenant. Our real estate division also manages all
rental spaces associated with our supermarkets and hypermarkets which are not
located in shopping malls.

At December 31, 2002, we operated six shopping malls: La Dehesa, Maipú,
Puente Alto, Gran Avenida, Viña del Mar and Antofagasta, with 305 stores inside
the malls. The shopping malls have a total of 126,728 square meters of sales
area of which 47%, or approximately 59,728 square meters, is rented to third
party merchants, with the remainder rented to our stores (67,000 square
meters). Additionally, the real estate division manages leases corresponding
to approximately 689 retail locations (31,923 square meters in total) in our
supermarkets and hypermarkets (small shops usually located in the front part of
the store, past the check-out counters and sales area). Altogether the real
estate operations generate rental income from 91,651 square meters of rental
space, corresponding to 994 retail locations in total, including stores in
shopping malls and supermarkets. In 2002, our real estate operations generated
net revenues in the amount of $10,638million (US$14.8 million) in annual
rental income from our properties, after deducting $2,745 million (US$3.8
million) in rental income received from our supermarkets.

Private Label Products

Private label sales represent 11.2% of total company sales. In groceries,
they account for 9.6% of total sales, while in perishables private labels
(Buffet) represent 0.9% of sales. Private labels have become very
prominent in non-traditional business areas, comprising 13% of total
sales for general merchandise, 25.6% for home supplies and 78% for
clothing in the non-traditional sales area.

Our strategy is to target the leading brand in a product category and to
price our product approximately 10% lower with comparable quality. We believe
our private label products, sold under the brandnames Lider, Ekono and
Acuenta (introduced in 2000), offer our customers comparable quality at lower
prices compared to branded products. In 2001, we launched the new private
label, Buffet, under which we offer broad assortment of top quality food
products with an emphasis on personalized attention. Private label products
offer us approximately 26% higher margins than branded products. In 2002, our
private label products had total sales of $103,915 million (US$144.6
million).

We target the expansion of sales of our private label products through
improved merchandising, greater product offerings and strict quality control.
At 11.2% of total sales, our private label sales are still three to four times
lower as a percentage of total sales than international benchmark levels.
However, we

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are making progress on a yearly basis, as represented by the fact
that in 2001 private label sales rose to 10.4% of our total sales.

New Opportunities

We operate in a market that extends beyond the traditional area of
groceries, including such items as apparel, housewares, and electronics. In
addition, we added pharmacies and cafés to a number of our stores in 2001, and
subsequently developed in the course of 2002. Our financial services also
realized an important growth in 2002. In light of this business expansion, we
now compete not only against such traditional competitors as neighborhood
groceries and open fruit and vegetable markets, but also against department
stores and other types of retailers.

Apparel, Housewares, and Electronics

These non-traditional areas have greatly expanded the number of products
we offer. We display these new assortments of goods in novel layouts in our
stores. Since many of our purchases in these areas are made abroad, we have
established a worldwide network of suppliers. We will continue to focus on
developing and searching out innovative, high-quality, low-priced products to
catch the attention of our increasingly demanding customers.

Pharmacy

We have used our retail infrastructure to begin selling pharmaceuticals in
our own pharmacies. Our first pharmacy opened in July 2001 in the Lider
MercadoPuente Nuevo store. Drugstores in EkonoGrecia, LiderDepartamental,
and EkonoPajaritos soon followed. This new activity has opened a market to us
with approximately US$800 million in sales per year. In the course of 2002, we
added several new pharmacies to our supermarkets, and at December 31, 2002 we
had 19 pharmacies in operation, which represented 0.5% of total company sales
and 0.5% of the pharmacy market. At May 2003, we had 24 pharmacies
compromising 1.3% of total company sales.

Cafés

During 2001, we expanded our Buffetline of food products into a new area
with the establishment of our Café Buffetline of cafés. These cafés are
designed to serve customers with a variety of Buffetproducts. Both the Buffet
private label and the cafés, which we later expanded into our Café Buffetline
of cafés and cafeterias, have gradually been implemented in other D&S stores.

All of these ventures fall within the scope of our strategy of increasing
our share of family spending, which is currently approximately 6.6%, D&S
estimates at October 2001, (as opposed to our 30% share of the supermarket
industry). We see a great opportunity for growth in this area.

Competition

Our competitors include hypermarkets, supermarkets, self-service stores
and traditional, family-owned neighborhood grocers in Chile. Although
competition is already intense in many locations, it is expected to increase as
existing competitors expand the number of their stores and improve the quality
of their operations and as new competitors enter the market. In order to
preempt current competitors and deter potential competitors, we seek to be the
low-price leader in Chile through our Liderand Ekonoformats. As a managerial
objective, anticipating tighter gross margins compels our division managers to
focus upon increasing sales volume and reducing operating costs.

We operate the largest chain of supermarkets in Chile in terms of net
sales. Our principal competitors include Santa Isabel, Jumbo and Unimarc.
Santa Isabel, affiliated with the Dutch chain

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Ahold, is the second largest supermarket chain in Chile. It is especially
strong in the Regions outside the capital city, and its market share for the
period January to April 2003 was estimated at 8.6%. Jumbo, a hypermarket
operator, focuses on the middle and high-income sectors of the population.
Jumbos business strategy emphasizes offering a broad range of high quality
goods and services. It is currently undergoing an expansion process, and its
market share from January to April 2003 was estimated at 9.7%. Despite Jumbos
acquisition of the Santa Isabel supermarket chain, our calculations have not
accounted for this because the acquisition process had not yet been completed
at June 2003. Unimarc is a traditional supermarket chain focusing on the
middle and high-income sectors. Its market share from January to April 2003
was estimated at 3.5%. The following table sets forth our estimates of the
percentage of annual supermarket net sales attributable to each of the eight
largest supermarket chains in Chile in terms of net sales and the number of
stores of each of these for the period from January to April 2003. Market
share figures consider the four month period ending January to April 2003:

|              |       |  |            |       |           |  |     |     | 
|------------- | ----- |  | ---------- | ----- | --------- |  | --- | --- | 
|              |       |  | Percentage |       | Number   
|              |       |  | of Sale    |       | of Stores
|              |       |  |            |       |          
|D&S(1)        |       |  | 30.4       | %     |           |  | 62  |    
|Santa Isabel  |       |  | 8.6        | %     |           |  | 75  |    
|Jumbo         |       |  | 9.7        | %     |           |  | 7   |    
|Unimarc       |       |  | 3.5        | %     |           |  | 39  |    
|Montserrat    |       |  | 2.9        | %     |           |  | 20  |    
|San Francisco |       |  | 3.2        | %     |           |  | 8   |    
|Montecarlo    |       |  | 2.5        | %     |           |  | 12  |    
|Carrefour     |       |  | 2.6        | %     |           |  | 5   |    
|Others        |       |  | 36.6       | %     |           |  | 443 |    
|              |       |  |            |       |           |  |     |    
|              | Total |  |            | 100.0 | %         |  |     | 671 | 



---

|(1) |  | Includes Lider, Lider Vecino, Lider Mercado, Ekono and Almac.
|--- |  | -------------------------------------------------------------

Foreign retailers are beginning to enter the Chilean market. In 1998,
Ahold International (Netherlands) entered the Chilean market through a joint
venture with Velox (a financial investor), Disco S.A. and Santa Isabel,
referred to as the Ahold-Disco Venture. During 1999, Ahold-Disco Venture
focused upon resolving certain existing operational, commercial and financial
problems of Santa Isabel. In addition, Carrefour (France) opened its first
store in Chile in the Lonquén area of Santiago, a low income level
neighborhood, in November 1998 and a second store in Las Condes, a high income
neighborhood, in 1999. In 2000, a third Carrefour store was opened in the
South East area of Santiago, in a middle-low income neighborhood (Quilín
store). In 2002, Carrefour opened the fourth hypermarket in the neighborhood
of La Florida, a highly populated area in Santiago, and a fifth hypermarket
also in Santiago in the first half of 2003. During the period of January to
April 2003, its country market share was 2.6%

We believe that we are well-positioned within the Chilean market to
compete effectively. Our multiple formats have permitted us to diversify into
different segments of the population. Due to this diversification, we are less
vulnerable to any particular type of competitor. Furthermore, we benefit from
certain economies of scale within the Chilean market since we stand as the
largest supermarket chain in Chile. Finally, our strategy of purchasing
strategic store location properties allows us to project our expansion and
capital expenditure program with greater accuracy, and be less susceptible to
the lack of availability of prime real estate.

As a result of our efforts to increase our share of Chilean family
spending by emphasizing the areas of our business which are considered
non-traditional for the supermarket industry (home, electronics, apparel,
pharmacy and café), we compete in a market far larger than the supermarket
industry that includes department stores, specialty stores and other retail
entities. This market provides numerous opportunities to expand the scope of
our business.

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Trademarks, Tradenames and Service Marks

We own certain trademarks, tradenames and service marks used in our
business, including Almac, Ekonoand Liderand their respective logos, covering
the Chilean market. We believe that our trademarks, tradenames and service
marks are valuable assets, which differentiate us from our competitors.

Our brands are duly registered.

Insurance

We maintain insurance policies covering, among other things, fires,
earthquakes, floods and general business and third party liability. Our
management believes that our insurance coverage is adequate for our business.

Regulation

We are subject to the full range of governmental regulation and
supervision, including labor laws, social security laws, public health laws,
consumer protection laws, environmental laws, securities laws and anti-trust
laws in Chile. These include regulations to ensure sanitary and safe
conditions in sale and distribution facilities of foodstuffs and requirements
to obtain construction permits for our new facilities. We believe that we are
in compliance in all material respects with all applicable statutory and
administrative regulations.

Except for government licenses required for the sale of alcoholic
beverages, baked goods, pharmaceuticals, seafood and vegetables and customary
business licenses required by local governmental authorities, there are no
special governmental licenses or permits required for the sale and distribution
of foodstuffs or other products in Chile. Our supermarkets are subject to
inspection by the Servicio Nacional de Salud(National Health Service or
SNS), which inspects supermarkets on a regular basis and takes samples for
analysis. We regularly hire a private inspection company to undertake private
inspections of our facilities to ensure that they meet or surpass all Chilean
health standards. Our supermarkets are also subject to inspection by the
Servicio Agrícola y Ganadero(Agricultural and Livestock Service or SAG).
Concessionaires that operate pharmacies within some of our supermarkets are
also subject to licensing and inspection by the SNS.

In addition, the Chilean Anti-trust Commission has broad regulatory powers
and is empowered to intervene to prevent acquisitions tending to decrease the
levels of competition in the marketplace or anticompetitive behavior in
general. Although we consider that the highly competitive nature of the
Chilean food retail market makes it an unlikely sector for anti-trust concerns,
the Chilean government is currently engaged in a fact finding investigation of
the procurement practices in the food retailing sector.

Capital Expenditures

The supermarket business is capital intensive. Over the past five years,
we spent approximately US$614 million, primarily to develop and expand our
store formats. In the years 2003 through 2004, we expect to invest a total of
US$140 million in order to open 8 new stores in Chile, the majority of which
will be located in existing structures, with only a few requiring new
construction. We expect to open three stores before the end of 2003. Our
projected capital expenditures may vary substantially from the numbers set
forth below as a result of market competition and the cost and availability of
the necessary funds.

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We project capital expenditures of $35,931 million (US$50 million) for
the year 2003, which are required for the opening of four new stores, the
remodeling of existing stores, the transformation of two stores, logistical
investments in the cold products supply chain and the purchase of land for new
projects. We plan to open eight stores before the end of 2004, all of the
Liderformat. We also plan to transform all Ekonostores into the Lider
format. This will require an additional US$100 million of
capital expenditures for 2004. The projected capital expenditures will be
concentrated in the Liderformat in order to take advantage of the increasing
purchasing power of the middle and lower middle classes in Chile to which these
formats are targeted. In 2004, we also plan to open a new warehouse to store
all our frozen goods. The following table sets forth our actual capital
expenditures for 2000, 2001 and 2002 and projected capital expenditures for
2003 and 2004:

|                                                                                               |  |                       |                   |           |  |                 |                   |      |  |      |    |      |  |           |                 |  |  |  |                 |  |  |  |                  |  |  |  |                  | 
|---------------------------------------------------------------------------------------------- |  | --------------------- | ----------------- | --------- |  | --------------- | ----------------- | ---- |  | ---- | -- | ---- |  | --------- | --------------- |  |  |  | --------------- |  |  |  | ---------------- |  |  |  | ---------------- | 
|                                                                                               |  | Actual for year ended |                   |           |  |                 |                   |      |  |      |    |      |  |           |                 |  |  | 
|                                                                                               |  | December 31,          |                   | Projected |  | Total Projected
|                                                                                               |  |                       |                   |           |  |                
|                                                                                               |  | 2000                  |                   | 2001      |  | 2002            |                   | 2002 |  | 2003 |    | 2004 |  | 2003-2004
|                                                                                               |  |                       |                   |           |  |                 |                   |      |  |      |    |      |  |          
|Number of stores at beginning of year                                                          |  |                       | 51                |           |  |                 | 52                |      |  |      | 54 |      |  |           | 54              |  |  |  | 62              |  |  |  | 66               |  |  |  | 62               | 
|New stores opened or acquired                                                                  |  |                       | 1                 |           |  |                 | 3                 |      |  |      | 8  |      |  |           | 8               |  |  |  | 4               |  |  |  | 4                |  |  |  | 8                | 
|Stores sold or closed                                                                          |  |                       |                  |           |  |                 | 1                 |      |  |      |   |      |  |           |                |  |  |  |                |  |  |  |                 |  |  |  |                 | 
|Existing stores remodeled or expanded                                                          |  |                       |                  |           |  |                 | 2                 |      |  |      | 2  |      |  |           | 2               |  |  |  | 0               |  |  |  | 0                |  |  |  | 0                | 
|Existing stores transformed into
another format (Almac into Ekono and
Ekono into Lider Vecino) |  |                       | 4                 |           |  |                 | 2                 |      |  |      | 6  |      |  |           | 6               |  |  |  | 2               |  |  |  | 25               |  |  |  | 27               | 
|Number of supermarkets at end of year                                                          |  |                       | 52                |           |  |                 | 54                |      |  |      | 62 |      |  |           | 62              |  |  |  | 66              |  |  |  | 70               |  |  |  | 70               | 
|Format of stores at end of year:                                                               |  |                       |                   |           |  |                 |                   |      |  |      |    |      |  |           |                 |  |  |  |                 |  |  |  |                  |  |  |  |                  | 
|Almac(1)                                                                                       |  |                       | 4                 |           |  |                 | 4                 |      |  |      | 4  |      |  |           | 4               |  |  |  | 4               |  |  |  | 0                |  |  |  | 0                | 
|Ekono                                                                                          |  |                       | 30                |           |  |                 | 28                |      |  |      | 23 |      |  |           | 23              |  |  |  | 21              |  |  |  | 0                |  |  |  | 0                | 
|Lider-Lider Mercado                                                                            |  |                       | 14                |           |  |                 | 17                |      |  |      | 22 |      |  |           | 22              |  |  |  | 23              |  |  |  | 24               |  |  |  | 24               | 
|Lider Vecino                                                                                   |  |                       |                  |           |  |                 | 5                 |      |  |      | 13 |      |  |           | 13              |  |  |  | 18              |  |  |  | 46               |  |  |  | 46               | 
|Capital expenditures(2)                                                                        |  |                       | Ch$50,039         |           |  |                 | Ch$71,199         |      |  |      |    |      |  |           | Ch$68,268       |  |  |  | Ch$35,931       |  |  |  | Ch$71,862        |  |  |  | Ch$107,793       | 
|                                                                                               |  |                       | (US$69.6
million) |           |  |                 | (US$99.1
million) |      |  |      |    |      |  |           | (US$95
million) |  |  |  | (US$50
million) |  |  |  | (US$100
million) |  |  |  | (US$150
million) | 



---

|(1) |  | Includes Almac                        
|--- |  | --------------------------------------
|   
|(2) |  | In millions of constant Chilean pesos.

Description of Property

In the last five years we invested approximately US$614 million in real
estate and opened 17 stores (excluding investments in Ekono-Argentinastores).
For the period of 2003 through 2004, we envision capital expenditures of US$140
million to open 8 additional stores (26,000 sq. m) resulting in a total of 70
operating stores by the end of 2004 in Chile. In addition, one Ekonostore
will be transformed into the Lider Vecinoformat during 2003.

An important component of our development is the early acquisition of
strategically located properties, by which we accumulate a stock of valuable
undeveloped properties that gives us control of our expansion process in Chile.
We increasingly develop our projects as commercial centers in which one of
our stores is combined with other non-competing stores (e.g., McDonalds,
Blockbuster) to create a complete shopping destination for consumers. We
developed seven stores in Power Centers, in which the property was developed
in conjunction with Homecenter Sodimac, a hardware superstore. This strategy
has also allowed us to defray our real estate costs by fully developing the
commercial potential of the properties.

Although our real estate activities were historically carried out through
subsidiaries, principally Sociedad Anónima Inmobiliaria Terrenos y
Establecimientos Comerciales S.A. and Constructora e Inmobiliaria El Rodeo
S.A., in December 1995, such subsidiaries were merged into our company and a
separate division was established to administer our real estate interests and
develop our properties as required by our supermarket expansion program.

At December 31, 2002, we owned 52 (of which five were subject to financial
leases) of our 62 store locations in Chile with 1,032,139 square meters built
up and 1,009,777 square meters of land for

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new projects. In addition, we own
the La Dehesa, Maipú, Puente Alto and Gran Avenida shopping centers in
Santiago, and the Viña del Mar and Antofagasta shopping centers in the cities
of the same name. We currently lease properties adjacent to our stores to a
hardware superstore, McDonalds and Blockbuster, among others. Leasing
properties to third parties accounted for revenues of $10,638 million
(US$14.8 million) in 2002. In addition, at December 31, 2002, we owned our
headquarters/service school and the adjacent distribution center at Quilicura,
in the outskirts of Santiago, and 15 additional sites for new projects. A
significant portion of these sites are strategically located at major
intersections or other desirable store locations.

The following chart presents a breakdown of our Chilean facilities at
December 31, 2002, including their respective location, opening date,
remodeling date, size and type of property each facility represents:

|             |                     |  |      |        |  |             |  |           |  |               |  |              |  |          |     |              |     |              |  |        |           |          |        |         |  | 
|------------ | ------------------- |  | ---- | ------ |  | ----------- |  | --------- |  | ------------- |  | ------------ |  | -------- | --- | ------------ | --- | ------------ |  | ------ | --------- | -------- | ------ | ------- |  | 
|             |                     |  |      |        |  |             |  |           |  |               |  |              |  |          |     |              |     |              |  |        |           |          |        | Type of
|             |                     |  |      |        |  |             |  |           |  |               |  | Last Year    |  |          |     |              |     |              |  |        |           | Property
|             |                     |  |      | Region |  | Date Opened |  | Remodeled |  | Facility Size |  | Selling Area |  | Interest
|             |                     |  |      |        |  |             |  |           |  |               |  |              |  |         
|             |                     |  |      |        |  |             |  |           |  |               |  |              |  |          |     | (Sq. Meters) |     | (Sq. Meters) |  |        |           |         
|             |                     |  |      |        |  |             |  |           |  |               |  |              |  |          |     |              |     |              |  |        |           |         
|Almac        |                     |  |      |        |  |             |  |           |  |               |  |              |  |          |     |              |     |              |  |        |           |          |        |        
|             | Plaza Lyon          |  | SMR  |        |  | 1982        |  |           |  |              |  |              |  | 2,270    |     |              |     | 1,227        |  |        | Owned    
|             | Vitacura            |  | SMR  |        |  | 1962        |  |           |  | 1987          |  |              |  | 2,076    |     |              |     | 1,184        |  |        | Owned    
|             | Parque Arauco       |  | SMR  |        |  | 1982        |  |           |  | 1997-1998     |  |              |  | 700      |     |              |     | 600          |  |        | Leased   
|             | Manuel Montt        |  | SMR  |        |  | 1997        |  |           |  |              |  |              |  | 500      |     |              |     | 400          |  |        | Leased   
|Ekono        |                     |  |      |        |  |             |  |           |  |               |  |              |  |          |     |              |     |              |  |        |           |          |        |        
|             | Colón               |  | SMR  |        |  | 1971        |  |           |  | 1991          |  |              |  | 3,183    |     |              |     | 1,675        |  |        | Owned    
|             | Tobalaba            |  | SMR  |        |  | 1984        |  |           |  | 1997          |  |              |  | 3,014    |     |              |     | 1,411        |  |        | Owned    
|             | Grecia              |  | SMR  |        |  | 1984        |  |           |  |              |  |              |  | 3,433    |     |              |     | 1,590        |  |        | Owned    
|             | Gran Avenida        |  | SMR  |        |  | 1988        |  |           |  |              |  |              |  | 3,075    |     |              |     | 1,498        |  |        | Owned    
|             | Plaza Egaña         |  | SMR  |        |  | 1990        |  |           |  | 1997          |  |              |  | 3,984    |     |              |     | 1,780        |  |        | Owned    
|             | Estoril             |  | SMR  |        |  | 1982        |  |           |  | 1992          |  |              |  | 3,673    |     |              |     | 2,298        |  |        | Owned    
|             | La Dehesa           |  | SMR  |        |  | 1992        |  |           |  | 1996          |  |              |  | 5,711    |     |              |     | 3,702        |  |        | Owned    
|             | Maipú               |  | SMR  |        |  | 1992        |  |           |  | 1997          |  |              |  | 2,295    |     |              |     | 1,300        |  |        | Owned    
|             | La Frontera         |  | IX   |        |  | 1992        |  |           |  |              |  |              |  | 3,645    |     |              |     | 2,188        |  |        | Leased   
|             | Apoquindo           |  | SMR  |        |  | 1992        |  |           |  | 1997          |  |              |  | 2,931    |     |              |     | 1,515        |  |        | Owned    
|             | Seminario           |  | SMR  |        |  | 1992        |  |           |  |              |  |              |  | 2,088    |     |              |     | 1,013        |  |        | Owned    
|             | La Calera           |  |      | V      |  |             |  | 1992      |  |               |  |             |  |          |     | 1,864        |     |              |  | 974    |           |          | Leased
|             | Quilpué             |  |      | V      |  |             |  | 1993      |  |               |  |             |  |          |     | 1,544        |     |              |  | 866    |           |          | Leased
|             | Calama              |  | II   |        |  | 1993        |  |           |  |              |  |              |  | 2,429    |     |              |     | 1,390        |  |        | Leased   
|             | Chuquicamata        |  | II   |        |  | 1993        |  |           |  |              |  |              |  | 2,136    |     |              |     | 1,080        |  |        | Leased   
|             | Pedro de Valdivia   |  | SMR  |        |  | 1975        |  |           |  | 2000          |  |              |  | 3,378    |     |              |     | 1,782        |  |        | Owned    
|             | Irarrázabal         |  | SMR  |        |  | 1961        |  |           |  | 1999          |  |              |  | 3,731    |     |              |     | 2,064        |  |        | Owned    
|             | Arica               |  |      | I      |  |             |  | 1998      |  |               |  |             |  |          |     | 24,499       |     |              |  | 3,500  |           |          | Owned 
|             | Latadia             |  | SMR  |        |  | 1998        |  |           |  | 1998          |  |              |  | 5,318    |     |              |     | 1,545        |  |        | Owned    
|             | Pajaritos(4)        |  | SMR  |        |  | 1997        |  |           |  | 2000          |  |              |  | 14,451   |     |              |     | 2,891        |  |        | Owned    
|             | Los Domínicos       |  | SMR  |        |  | 1998        |  |           |  |              |  |              |  | 25,164   | (2) |              |     | 4,000        |  |        | Owned    
|             | Marina Arauco       |  |      | V      |  |             |  | 1999      |  |               |  |             |  |          |     | 1,244        |     |              |  | 781    |           |          | Leased
|             | Miraflores          |  |      | V      |  |             |  | 2002      |  |               |  |             |  |          |     | 2,562        |     |              |  | 1,408  |           |          | Owned 
|Lider        |                     |  |      |        |  |             |  |           |  |               |  |              |  |          |     |              |     |              |  |        |           |          |        |        
|             | Puente Alto         |  | SMR  |        |  | 1995        |  |           |  | 1997          |  |              |  | 9,078    |     |              |     | 10,244       |  |        | Owned    
|             | Pajaritos           |  | SMR  |        |  | 1996        |  |           |  |              |  |              |  | 32,634   | (2) |              |     | 9,133        |  |        | Owned (1)
|             | Alameda             |  | SMR  |        |  | 1995        |  |           |  | 1997          |  |              |  | 37,028   | (2) |              |     | 9,396        |  |        | Owned (1)
|             | Viña del Mar        |  |      | V      |  |             |  | 1995      |  |               |  | 1997         |  |          |     | 108,648      |     |              |  | 13,030 |           |          | Owned 
|             | Departamental       |  | SMR  |        |  | 1996        |  |           |  |              |  |              |  | 37,627   | (2) |              |     | 9,133        |  |        | Owned (1)
|             | El Belloto          |  |      | V      |  |             |  | 1998      |  |               |  |             |  |          |     | 31,963       | (2) |              |  | 8,960  |           |          | Owned 
|             | La Serena           |  | IV   |        |  | 1998        |  |           |  |              |  |              |  | 31,043   |     |              |     | 9,340        |  |        | Leased   
|             | Vitacura            |  | SMR  |        |  | 1998        |  |           |  |              |  |              |  | 35,430   | (2) |              |     | 8,550        |  |        | Owned    
|             | Oeste               |  | SMR  |        |  | 1998        |  |           |  |              |  |              |  | 22,409   |     |              |     | 13,243       |  |        | Owned    
|             | Bío-Bío             |  | VIII |        |  | 1998        |  |           |  |              |  |              |  | 35,336   |     |              |     | 12,716       |  |        | Owned    
|             | Antofagasta         |  | IX   |        |  | 1998        |  |           |  |              |  |              |  | 61,617   | (2) |              |     | 11,500       |  |        | Owned    
|             | Santa Amalia        |  | SMR  |        |  | 1998        |  |           |  |              |  |              |  | 44,625   | (2) |              |     | 12,710       |  |        | Owned    
|             | Gran Avenida        |  | SMR  |        |  | 1996        |  |           |  | 1997          |  |              |  | 16,822   | (2) |              |     | 9,550        |  |        | Owned    
|             | La Reina            |  | SMR  |        |  | 2000        |  |           |  |              |  |              |  | 18,649   |     |              |     | 11,500       |  |        | Owned    
|             | Outlet Pajaritos(4) |  | SMR  |        |  | 2000        |  |           |  |              |  |              |  | 1,611    |     |              |     | 1,611        |  |        | Owned    
|             | Temuco              |  | IX   |        |  | 2001        |  |           |  |              |  |              |  | 23,789   |     |              |     | 6,650        |  |        | Owned    
|             | Macul (5)           |  | SMR  |        |  | 2001        |  |           |  |              |  |              |  | 30,875   |     |              |     | 6,020        |  |        | Owned    
|             | Concepcion II       |  | VIII |        |  | 2002        |  |           |  |              |  |              |  | 43,839   |     |              |     | 8,560        |  |        | Owned    
|             | Puerto Montt        |  |      | X      |  |             |  | 2002      |  |               |  |             |  |          |     | 29,092       |     |              |  | 8,400  |           |          | Owned 
|             | Calama              |  | II   |        |  | 2002        |  |           |  |              |  |              |  | 13,369   |     |              |     | 6,854        |  |        | Leased   
|             | Valdivia            |  |      | X      |  |             |  | 2002      |  |               |  |             |  |          |     | 24,233       |     |              |  | 6,152  |           |          | Owned 
|             | Rancagua            |  | VI   |        |  | 2002        |  |           |  |              |  |              |  | 12,338   |     |              |     | 7,336        |  |        | Owned    
|Lider Vecino |                     |  |      |        |  |             |  |           |  |               |  |              |  |          |     |              |     |              |  |        |           |          |        |        
|             | Tomás Moro (6)      |  | SMR  |        |  | 1995        |  |           |  |              |  |              |  | 5,339    |     |              |     | 3,340        |  |        | Owned    

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|                    |                    |  |      |        |  |             |      |           |  |               |   |              |  |          |        |              |     |              |       |        |           |           |       |         |  | 
|------------------- | ------------------ |  | ---- | ------ |  | ----------- | ---- | --------- |  | ------------- | - | ------------ |  | -------- | ------ | ------------ | --- | ------------ | ----- | ------ | --------- | --------- | ----- | ------- |  | 
|                    |                    |  |      |        |  |             |      |           |  |               |   |              |  |          |        |              |     |              |       |        |           |           |       | Type of
|                    |                    |  |      |        |  |             |      |           |  |               |   | Last Year    |  |          |        |              |     |              |       |        |           | Property 
|                    |                    |  |      | Region |  | Date Opened |      | Remodeled |  | Facility Size |   | Selling Area |  | Interest
|                    |                    |  |      |        |  |             |      |           |  |               |   |              |  |         
|                    |                    |  |      |        |  |             |      |           |  |               |   |              |  |          |        | (Sq. Meters) |     | (Sq. Meters) |       |        |           |          
|                    |                    |  |      |        |  |             |      |           |  |               |   |              |  |          |        |              |     |              |       |        |           |          
|                    | Independencia (6)  |  |      | SMR    |  |             | 1997 |           |  |               |  |              |  |          | 18,941 | (2)          |     |              | 4,608 |        |           | Owned (1)
|                    | Los Morros (6)     |  |      | SMR    |  |             | 1998 |           |  |               |  |              |  |          | 12,939 |              |     |              | 4,096 |        |           | Owned    
|                    | Recoleta(6)        |  | SMR  |        |  | 1998        |      |           |  |              |   |              |  | 14,563   | (2)    |              |     | 4,200        |       |        | Owned    
|                    | Santa Rosa(6)      |  | SMR  |        |  | 1998        |      |           |  |              |   |              |  | 12,646   | (2)    |              |     | 4,036        |       |        | Owned    
|                    | San Bernando(6)    |  | SMR  |        |  | 1998        |      |           |  |              |   |              |  | 9,236    | (2)    |              |     | 3,700        |       |        | Owned (1)
|                    | Vicuña Mackenna    |  | SMR  |        |  | 1985        |      |           |  | 1996-2000     |   |              |  | 7,738    |        |              |     | 4,215        |       |        | Owned    
|                    | Vespucio Sur       |  | SMR  |        |  | 1993        |      |           |  | 1997-2000     |   |              |  | 6,853    |        |              |     | 3,900        |       |        | Owned    
|                    | Iquique            |  |      | I      |  |             |      | 1997      |  |               |   | 2000         |  |          |        | 17,684       | (2) |              |       | 4,720  |           |           | Owned
|                    | Talca              |  | VI   |        |  | 1997        |      |           |  | 2001          |   |              |  | 16,630   |        |              |     | 4,130        |       |        | Owned    
|                    | Osorno             |  |      | X      |  |             |      | 1998      |  |               |   | 2001         |  |          |        | 8,289        |     |              |       | 3,300  |           |           | Owned
|                    | Los Angeles        |  | VIII |        |  | 2002        |      |           |  |              |   |              |  | 12,029   |        |              |     | 3,250        |       |        | Owned    
|                    | Matucana           |  | SMR  |        |  | 2002        |      |           |  |              |   |              |  | 11,898   |        |              |     | 3,563        |       |        | Owned    
|Lider Mercado       |                    |  |      |        |  |             |      |           |  |               |   |              |  |          |        |              |     |              |       |        |           |           |       |        
|                    | Puente Nuevo       |  | SMR  |        |  | 2001        |      |           |  |              |   |              |  | 44,421   |        |              |     | 11,850       |       |        | Owned    
|Shopping Centers(3) |                    |  |      |        |  |             |      |           |  |               |   |              |  |          |        |              |     |              |       |        |           |           |       |        
|                    | La Dehesa          |  | SMR  |        |  | 1992        |      |           |  |              |   |              |  | 15,000   |        |              |     | 13,081       |       |        | Owned    
|                    | Las Palmas (Maipú) |  | SMR  |        |  | 1992        |      |           |  |              |   |              |  | 10,800   |        |              |     | 4,534        |       |        | Owned    
|                    | Puente Alto        |  | SMR  |        |  | 1998        |      |           |  |              |   |              |  | 49,127   |        |              |     | 28,267       |       |        | Owned    
|                    | Gran Avenida       |  | SMR  |        |  | 1998        |      |           |  |              |   |              |  | 49,895   |        |              |     | 17,324       |       |        | Owned    
|                    | Viña del Mar       |  |      | V      |  |             |      | 1998      |  |               |   |             |  |          |        | 108,648      |     |              |       | 41,522 |           |           | Owned
|                    | Antofagasta        |  | II   |        |  | 1999        |      |           |  |              |   |              |  | 80,000   |        |              |     | 22,000       |       |        | Owned    



---

|(1) |  | Indicates real estate subject to financial lease arrangements (similar
to sale-leasebacks). We retained ownership of the buildings in the
Independencia, Puente Alto and Departamental locations, entering into
sale-leaseback arrangements only for underlying real estate. In all cases the
properties revert to us at the expiration of the lease.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes underground parking.                                                                                                                                                                                                                                                                                                                        
|   
|(3) |  | In selling area, all stores are included, in addition to the
super/hypermarkets.                                                                                                                                                                                                                                                                     
|   
|(4) |  | During the second quarter of 2000, Ekono Pajaritos was remodeled so as to
reduce its selling area to 2,991 square meters. Its remaining 1,611 square
meters were redesigned into the Pajaritos Outlet which, although not a
hypermarket, finds its selling area included in the total square meters for our
hypermarket format.                      
|   
|(5) |  | Lider Macul was built on the site where Ekono Macul, demolished in January
2001, was previously located. Adjacent land was added to develop Lider Macul
(opened in August 2001).                                                                                                                                                                     
|   
|(6) |  | These stores were transformed from Ekono supermarkets into Lider Vecino
hypermarkets.                                                                                                                                                                                                                                                                

The following chart presents a breakdown of our undeveloped real estate
holdings in Chile, including the propertys size and location:

|                     |       |  |       |    |               |  |         |           | 
|-------------------- | ----- |  | ----- | -- | ------------- |  | ------- | --------- | 
|                     |       |  | Sites |    | Square Meters
|Region               |       |  |       |    |               |  |         |          
|V, SMR               |       |  | 13    |    |               |  | 936,728 |          
|VI, VIII, IX, X, XII |       |  | 2     |    |               |  | 73,249  |          
|                     |       |  |       |    |               |  |         |          
|                     | Total |  |       | 15 |               |  |         | 1,009,777 | 
|                     |       |  |       |    |               |  |         |          

Although our general policy is to purchase our properties in order to
secure strategic locations against competitors, this is not feasible in certain
cases, particularly those store sites within shopping centers. In such
instances, we lease the desired locations, if strategically justified. Our
leased stores have initial terms ranging from one to five years. We generally
pay a variable rent based upon the stores revenues.

As reflected in the above table, we regularly remodel our stores and
invest on an ongoing basis in new decorations and fixtures, updated signage and
technology. To the extent that we centralize distribution of inventory, it is
anticipated to result in a reduction of the required stocking area and permit
an expansion of selling space in certain of our existing stores. Currently,
some of our properties are held in wholly-owned subsidiaries while others are
held directly by us.

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Legal Proceedings

We are party to certain legal proceedings in Chile arising from the normal
course of our business which we believe are routine in nature and incidental to
our operations. We do not believe that the outcome of the proceedings to which
we currently are a party, other than as noted below, are likely to have a
material adverse effect upon our operations, financial condition, results of
operations, cash flows or prospects.

Disco-Ahold Litigiation

We are also currently litigating a dispute stemming from the sale of
Ekono-Argentinato Disco S.A. in December of 1999. Under the terms of sale,
Disco S.A. paid us US$60 million of the US$150 million purchase price in May
2000, with the balance of US$90 million coming due in May 2003. The deferred
payment amount was guaranteed by Disco-Ahold International Holdings N.V. a
Netherlands Antilles Company. We were informed in December 2002 that Disco
S.A. would not pay us the entire US$150 million amount in dollars, but would
instead convert the US$90 million balance owed to us into Argentine pesos under
Argentine dollar convertibility regulations. On May 2, 2003, Disco S.A. made
payment of 126 million Argentine pesos, the equivalent of US$45 million, based
on an effective exchange
rate of 2.8 Argentine pesos to 1 U.S. dollar. This amount remitted by
Ahold remains in Argentina. We are seeking approval from the Central Bank of
Argentina to remit this amount to Chile.

Our company has steadfastly rejected the applicability of the Argentine
currency convertibility regime to Disco S.A.and to Disco-Ahold International
Holdings N.V., the guarantor, a non-Argentine entity, as to this obligation
(which was explicitly undertaken to be a U.S. dollar obligation). We have
retained counsel in Chile, Argentina and the Netherlands and have commenced
legal actions against the guarantor, in the Netherlands Antilles, and against
its parent, Royal Ahold, in the Netherlands, in order to collect the defaulted
amount in full.




Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Basis of Presentation

The following discussion should be read in conjunction with our
consolidated financial statements including the notes thereto included
elsewhere in this Annual Report. We prepare our financial statements in
accordance with Chilean GAAP, which differ in certain important respects from
U.S. GAAP. Note 24 to our consolidated financial statements provides a
description of the principal differences between Chilean GAAP and U.S. GAAP as
they relate to us and a reconciliation with U.S. GAAP of net income and total
shareholders equity.

Chilean GAAP requires that financial statements recognize the effects of
inflation. Accordingly, all financial information regarding our company,
unless otherwise indicated, was restated to eliminate the distorting effects of
changes in the purchasing power of the Chilean peso on non-monetary assets,
liabilities and shareholders equity, such that all such information is
presented in comparable monetary terms. These changes are based on the CPI
measured from December 1 to November 30 of each year. The general price-level
gain or loss reflected in the income statement indicates the effect of
inflation on our net holdings of monetary assets and liabilities during a
period of inflation. Assets and liabilities are considered monetary for
purposes of general price-level accounting if their amounts are fixed by
contract or otherwise in terms of number of currency units, regardless of
changes in specific prices or in the general price level. Examples of
monetary assets and liabilities include accounts receivable, accounts payable
and cash. The effect of inflation accounting under Chilean GAAP has not been
reversed in the reconciliation with GAAP. Unless otherwise specified, our
financial data is presented herein in constant Chilean pesos of December 31,
2002 purchasing power.

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Certain of our liabilities are denominated in Unidades de Fomento (UFs).
A UF is a daily, inflation-indexed, Chilean peso-denominated monetary unit
which is set in advance based on changes in the Chilean CPI of the immediately
preceding month. The adjustments to the closing value of UF-denominated assets
and liabilities are included in the price-level restatement account in our
consolidated statements of income.

Critical Accounting Policies and Estimates

In the preparation of our financial statements, in accordance with Chilean
GAAP, we are required to make estimates and judgments that affect the amounts
of our assets, liabilities, revenues and expenses. We continually evaluate
these estimates, including those related to allowances for bad debts,
inventories, useful lives of property, plants and equipment, intangible assets,
contingent liabilities, income tax valuation allowances, severance indemnities
and the fair value of financial instruments. We base our estimates on
historical experience and other assumptions, which we believe to be reasonable
under the circumstances. These estimates form the basis for our judgments
about the carrying value of our assets and liabilities. Actual results could
differ from these estimates under different assumptions and conditions. Below,
we have identified the accounting policies that are critical to our financial
statements.

Notes and accounts receivable and other assets

We perform ongoing credit evaluations of our customers and adjust credit
limits based upon payment history and the customers current creditworthiness,
as determined by our review of their current credit information. We
continuously monitor collections and payments from our customers and maintain a
provision for estimated credit losses based on the period of nonpayment of
balances, which is presented as a deduction from Notes Accounts Receivable and
Other Assets. While such credit losses have historically been within our
expectations and the provisions established, we cannot guarantee that we will
continue to experience the same credit loss rates that we have had in the past.

Inventories

Inventories are valued at price-level restated purchase cost, which does
not exceed their net sale value. Products that are obsolete or out of season
are sold during the year. Eventually, allowances for obsolescence could exist
for those products that are not sold in that year. However, our goal is to
make such sales within the year in order to optimize inventories.

Property, Plant and Equipment and Depreciation

Property, plant and equipment are stated at price-level restated purchase
cost. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets. The preparation of consolidated
financial statements in conformity with Chilean GAAP requires management to
make estimates and assumptions, relating to the useful lives of such assets,
that affect the reported amounts of assets and the disclosure at the date of
the consolidated financial statements, as well as the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Long-lived Assets

Our company reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired,
the impairment recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair

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value less
costs to sell. The impairment recognized is measured by the amount by which
the carrying amount of the assets exceeds the fair value of the assets, derived
from the present value of expected cash flows.

Income Taxes

We record valuation allowances, if it is necessary, to reduce our deferred
tax assets to the amount that we are likely to realize. We consider future
taxable income and tax planning strategies to assess the need for and the size
of the valuation allowances. If we determine that we can realize a deferred
tax asset in excess of our net recorded amount, we adjust the deferred tax
asset, thereby increasing income. Conversely, if we determine that we are
unable to realize all or part of our net deferred tax asset, we adjust the
deferred tax asset, thereby decreasing income.

Contingent Liabilities

We are party to a number of claims and lawsuits, which are related to the
normal course of business activity. Although we cannot precisely predict the
amount of any liability that may ultimately arise with respect to any of these
matters, we record provisions when we consider the liability probable and
reasonably estimable. The provisions are based on historical experience and
legal advice, are reviewed quarterly and are adjusted according to
developments. Changes in the amount of the provisions affect our consolidated
statements of income.

Revenue Recognition

Revenues are recognized at the point of sale to retail customers. Income
for in-store promotions, or other incentives from suppliers that are
non-refundable credits or payments are recognized when the related activities
that are required by the supplier are completed, the amount can be fixed or is
variable and determinable, and the collectability is reasonably assured.
Funds that are directly linked to advertising commitments are recognized as income once the related advertising  commitments are satisfied. Revenues from our real estate division and
distribution centers are recognized as income when the services are provided.
The principal and interest related to revenues from our credit card operations are recognized at the close of each year. We also maintain allowances for possible estimated losses due to bad debts that
result from the inability of our customers to make required payments.

Generally accepted accounting principles specify the conditions we observe
in recording our revenue generating activities. Accounting for sales
incentives and other similar consideration between a vendor and a retailer or a
customer under U.S. GAAP is currently under review by the Financial Accounting
Standards Board, a Chilean governmental organization in charge of developing
and approving new accounting standards. Although we continue to assess the
effect of any changes in the standards, we currently do not believe they will
have a material effect on our consolidated financial statements.

Recent Accounting Pronouncement

In January 2003, the Chilean Association of Accountants issued Technical
Bulletin No. 72, Combinaciòn de Negocios Inversiones Premantes y Consolidación
de Estados Financieros. This standard complements or replaces existing
accounting literature for business combinations under Chilean GAAP, and
requires all acquisitions initiated after January 1, 2003 to be accounted for
using the purchase method based on fair values of assets acquired and
liabilities assumed. In addition, in exceptional cases, the
pooling-of-interest method may be used in reorganizations between related
parties or for those transactions, where there is no clear acquirer.
Technical Bulletin No. 72 continues to require the amortization of goodwill,
and specifies the requirement for an impairment test. Notwithstanding any
future transactions, the adoption of Technical Bulletin No. 72 is not expected
to have a significant effect on our results of operations, financial position or cash flows of our company. SFAS 143,

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Accounting for Asset
Retirement Obligations (SFAS 143), was issued in June 2001  SFAS 143 address
financial accounting and reporting for obligations and costs associated with
the retirement of tangible long-lived assets. SFAS 143 requires that the fair
value of liability of an asset retirement obligation be recognized in the
period in which it is incurred if a reasonable estimate of fair value can be
made. The associated asset retirement costs will be capitalized as part of the
carrying amount of the long-lived assets. The Group will be required to adopt
SFAS 143 on July 1, 2002. We believe that the effect of implementing this
pronouncement will not be a material impact on our financial statements.

In April 2002, the Financial Accounting Standards Board (FASB) issued
SFAS No. 145, Recession of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13 and Technical Corrections. SFAS 145 rescinds SFAS 4,
Reporting Gains and Losses from Extinguishment of Debt, which required that
all gains and losses from extinguishments of debt be aggregated and classified
as an extraordinary item if material. SFAS 145 requires that gains and losses
from extinguishments of debt be classified as extraordinary only if they meet
criteria in Accounting Principles Board Opinion No. 30, thus distinguishing
transactions that are part of recurring operations from those that are unusual
or infrequent, or that meet the criteria for classification as an extraordinary
item. SFAS 145 amends SFAS 13, Accounting for Leases, to require that lease
modifications that have economic effects similar to sale-leaseback transactions
be accounted for in the same manner as in sale-leaseback transactions. In
addition, SFAS 145 rescinds SFAS 44, Accounting for Intangible Assets of Motor
Carriers, and SFAS 64, Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements, which are not currently applicable to us. The
provisions of SFAS 145 as they relate to the rescission of SFAS 4 shall be
applied in fiscal year 2003. Certain provisions related to SFAS 13 are
effective for transactions occurring after May 15, 2002. We do not expect SFAS
145 to have a material impact on our results of operations or financial
condition.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation
of Variable Interest Entities (FIN 46), an interpretation of Accounting
Research Bulletin No. 51, Consolidated Financial Statements (ARB 51). FIN 46
addresses consolidation by business enterprises of variable interest entities,
which are entitles subject to consolidation according to the provisions of FIN
46. For interests acquired on or after February 1, 2003, FIN 46 applies
immediately. For existing interests as of January 31, 2003, FIN 46 is
effective on July 1, 2003. We do not believe that the adoption of FIN 46 will
have an impact on our financial statements.

In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based
Compensation-Transaction and Disclosure (SFAS 148), which provides
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. SFAS 148
also amends the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on the results of operations. The provisions of SFAS 148 are effective
for fiscal years ending after December 15, 2002. We do not believe that the
adoption of SFAS 144 will have impact on our financial statements.

In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated
with Exit or Disposal Activities (SFAS 146). This statement requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. In addition, this statement supersedes
Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in Restructuring), under which liability is
recognized at the date an entity commits to an exit plan. SFAS 146 also
establishes that the liability should initially be measured and recorded at
fair value. The provisions are applicable on a prospective basis and are
effective for any exit and disposal activities initiated after December 31,
2002. We have not entered into any exit or disposal activities subsequent to
the effective date.

46



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In November 2002, the FASB issued FASB Interpretation No. 45, Guarantors
Accounting Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires additional
disclosures by guarantors about obligations under guarantees that it has
issued. This statement also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
obligations undertaken in issuing guarantees. The disclosure requirements for
FIN 45 are effective for financial statements of interim and annual periods
ending after December 15, 2002. The initial recognition and initial
measurements requirements are applicable on a prospective basis for guarantees
issued or modified after December 31, 2002.

In January 2003, the Emerging Issues Task Force issued, Accounting by a
Reseller for Certain Considerations from a Vendor as EITF 02-16. This EITF
clarifies the accounting by the reseller for certain considerations such as
rebates, discounts, etc. received from a vendor. This EITF also addresses the
classification if such consideration in the income statement. This literature
is effective for all such arrangements entered into after December 31, 2002.
We believe that certain classifications of our vendor allowances may be
required as the result of this EITF, but we believe the net impact on our
statements of operations will be zero.

In April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 149 (SFAS 149), Amendment of
statement 133 on derivative instruments and hedging activities. SFAS 149
amends and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
under SFAS 133. SFAS 149 is applied prospectively and is effective for
contracts entered into or modified after June 30, 2003, except for SFAS 133
implementation issues that have been effective for fiscal quarters that began
prior to June 15, 2003, and certain provisions relating to forward purchases or
sales when-issued securities or other securities that do not yet exist. We are
evaluating the effect this pronouncement will have on our financial
statements.

Overview

General

Our historical financial results have been, and our financial results are
expected to continue to be, materially affected by the general level of
economic activity and growth of per capita disposable income in Chile (in
particular, in the Santiago metropolitan region and other regions of Chile
where we operate). To a lesser degree, in the past our financial results were
also affected by the same factors in Argentina. However, with the sale of
Ekono-Argentinain 1999, we are no longer exposed to Argentine risks. The
Chilean economy experienced significant growth from 1989 to 1998, which
contributed to increased levels of demand for our products and services during
that period. In part due to the 1997 currency crisis in Asia, Chilean GDP
growth decreased between 1998 and 2001, which contributed to declining same
store sales during that period.

After the pronounced slowdown of economic growth experienced during the
period 1998-2001, Chile has faced difficulties in resuming its former high
growth rates. A series of factors explain this slowdown as well as the
difficulties for an economic rebound. Factors causing the economic slowdown
include the following:



| |                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. The slowdown in the world economy, which grew only by 2.7%, and the
regional crises due to the slowdowns negative impact on the prices of
Chilean exports, capital flows into Chile, the profits of companies
(especially those which have made investment in or aimed their exports to
Argentina and Brazil), and the volatility of the currency exchange and
equity markets.

47



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| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. The deterioration in the framework of domestic policies resulting from
labor reform, the heightened uncertainty regarding tax policies, and the
slow speed in solving regulatory constraints affecting investment in some
key economic sectors, such as fishing, power supply, and communications.

With regard to economic growth during 2002, growth reached an annualized
rate of only 0.5% in the first quarter, rising to 3.0% in the second quarter,
and resulting in a 1.5% growth rate in the first half of the year. After low
growth rates shown in June and July, economic growth rebounded in August and
September. Notwithstanding the apparent onset of a recovery in domestic
consumption, negative growth rates still lingered. Positive growth in the
fourth quarter of 2002 caused GDP to reach 2.1% for 2002. The inflation rate
for 2002 was 3.0%.

Our growth in net sales over the last three years has resulted principally
from new store openings. During the year 2000, we launched a new format with
the opening of the first Lider Vecinostore in the Nuñoa neighborhood of
Santiago. We subsequently opened two additional Lider Vecinohypermarkets.
One resulted from the transformation of an Ekonostore in Iquique into a Lider
Vecinohypermarket. The second opening arose from the transformation of
another Ekonostore in Vicuña Mackenna. During 2001, we closed and demolished
Ekono Macul, added an adjacent plot of land to the site of the former Ekono
Macul, and built and opened Lider Maculon that site in August. In April of
the same year we opened Lider Temuco. Additionally, in 2001 we transformed the
EkonoTalca and Osorno supermarkets into the Lider Vecinohypermarket format
(3,300 square meters). Thus, at December 31, 2001, we had opened two new Lider
hypermarkets (LiderTemuco in the Region IX and LiderMacul in Santiago),
launched a new concept with the opening of Lider MercadoPuente Nuevo in
Santiago, and transformed two Ekonosupermarkets into the Lider Vecinoformat.
In total, 21,628 sq. meters of sales area were added during 2001.

During 2002, we opened five new Liderhypermarkets (Concepción II, Puerto
Montt, Calama, Valdivia, and Rancagua), one Ekonosupermarket (Miraflores in
Vin?a del Mar), two Lider Vecinohypermarkets (Los Angeles and Matucana), and
six Ekonosupermarkets were transformed into the Lider Vecinoformat (first
half, Metropolitan Region). This way, a total of 45,726 square meters were
incorporated in 2002, bringing our total sales area to 309,361 square meters at
December 31, 2002.

Our growth in sales and store expansion has resulted in part from
targeting Chiles emerging middle classes with our Liderand Ekonoformats. As
a result of the sustained growth of the Chilean economy, the standard of living
improved, lifting many families from below the poverty line to the lower-middle
and middle class tier. This segment of the population contributed to a
significant portion of the increase in supermarket sales over the last twelve
years.

We believe that our current gross margins are likely to be affected by
increased competition in the Chilean market, although we hope to offset this,
to an extent, through our planned expansion program. In order to preempt
current competitors and deter potential competitors, we seek to be the
low-price leader in Chile through our Liderand Ekonoformats. As a managerial
objective, anticipating tighter gross margins compels our division managers to
focus upon increasing sales volume and reducing operating costs, thereby
maintaining and improving operating margins.

The following table sets forth, for the periods indicated, changes in net
revenues and same store net revenues together with certain macroeconomic
indicators. Same store net revenues means net revenues or revenues throughout
such period for all stores which were open and operated by us during the
corresponding period in the previous year, excluding stores which underwent
renovation during the prior twelve months:
48Table of Contents

|                                                         |  |                         |      |      |  |      |      |   |  |  |       |  
|-------------------------------------------------------- |  | ----------------------- | ---- | ---- |  | ---- | ---- | - |  |  | ----- | -
|                                                         |  | Year ended December 31,
|                                                         |  |                        
|                                                         |  | 2000                    |      | 2001 |  | 2002
|                                                         |  |                         |      |      |  |     
|Increase (decrease) in net revenues during period (1)    |  |                         | (5.6 | )%   |  |      | 10.3 | % |  |  | 11.5  | %
|Increase (decrease) in total sales during the period (1) |  |                         | (6.5 | )%   |  |      | 9.5  | % |  |  | 10.01 | %
|Increase (decrease) in same store sales                  |  |                         | 2.4  |      |  |      | 3.0  |   |  |  | (1.4  | )
|Increase (decrease) in Chilean GDP                       |  |                         | 5.4  |      |  |      | 2.8  |   |  |  | 2.1   |  
|Increase (decrease) in Chilean consumption               |  |                         | 3.5  |      |  |      | 1.4  |   |  |  | 1.4   |  



---

|(1) |  | Sales refers only to sales from stores while revenues takes into
consideration sales plus other income such as suppliers contributions, rental
income, etc.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

Sale of Supermercados Ekono S.A. (Argentina)

In December 1999, we sold our operations in Argentina to Disco S.A. for
US$150 million. Of the total purchase price, US$60 million was paid in cash,
and the balance of US$90 million was payable on a deferred basis in May 2003.
We were informed in December 2002 that Disco S.A. would not pay us the entire
US$90 million amount in U.S. dollars, but would instead convert the balance
owed to us into Argentine pesos under Argentine dollar convertibility
regulations. On May 2, 2003, Ahold made payment of 126 million Argentine
pesos, the equivalent of US$45 million, based on an effective exchange rate of
2.8 Argentine pesos to 1 U.S. dollar.

Our company has steadfastly rejected the applicability of the Argentine
currency convertibility regime to Disco S.A.and to Disco-Ahold International
Holdings N.V., the guarantor, a non-Argentine entity, as to this obligation
(which was explicitly undertaken to be a U.S. dollar obligation). We have
retained counsel in Chile, Argentina and the Netherlands and have commenced
legal actions against the guarantor, in the Netherlands Antilles, and against
its parent, Royal Ahold, in the Netherlands, in order to collect the defaulted
amount in full.

Results of Operations

The following table sets forth, for the periods indicated, certain items
in our income statement expressed as percentages of net revenues:

|                                    |  |                         |       |      |  |      |       |   |  |  |       |  
|----------------------------------- |  | ----------------------- | ----- | ---- |  | ---- | ----- | - |  |  | ----- | -
|                                    |  | Year ended December 31,
|                                    |  |                        
|                                    |  | 2000                    |       | 2001 |  | 2002
|                                    |  |                         |       |      |  |     
|Net revenues                        |  |                         | 100.0 | %    |  |      | 100.0 | % |  |  | 100.0 | %
|Cost of sales                       |  |                         | (78.2 | )    |  |      | (77.5 | ) |  |  | (77.2 | )
|Gross income                        |  |                         | 21.8  |      |  |      | 22.5  |   |  |  | 22.8  |  
|Selling and administrative expenses |  |                         | (16.1 | )    |  |      | (16.6 | ) |  |  | (18.8 | )
|Operating income                    |  |                         | 5.7   |      |  |      | 6.0   |   |  |  | 4.0   |  
|Non-operating income                |  |                         | 0.3   |      |  |      | 0.2   |   |  |  | 0.1   |  
|Non-operating expenses              |  |                         | (2.1  | )    |  |      | (1.6  | ) |  |  | (2.0  | )
|Price-level restatement             |  |                         | 0.1   |      |  |      | 0.6   |   |  |  | 0.5   |  
|Provisions for taxes                |  |                         | (0.4  | )    |  |      | (0.8  | ) |  |  | (0.4  | )
|Net income                          |  |                         | 3.6   |      |  |      | 4.3   |   |  |  | 2.27  |  

The following table sets forth, for the periods indicated, a breakdown of
our net revenues by division expressed as a percentage of net revenues:

|                                 |  |                         |      |      |  |      |      |   |  |  |      |  
|-------------------------------- |  | ----------------------- | ---- | ---- |  | ---- | ---- | - |  |  | ---- | -
|                                 |  | Year ended December 31,
|                                 |  |                        
|Chile:                           |  | 2000                    |      | 2001 |  | 2002
|Ekono/Almac                      |  |                         | 36.3 | %    |  |      | 26.3 | % |  |  | 16.8 | %
|Lider-Lider Vecino-Lider Mercado |  |                         | 61.0 |      |  |      | 70.4 |   |  |  | 79.8 |  
|Other(1)                         |  |                         | 2.8  |      |  |      | 3.3  |   |  |  | 3.4  |  
|                                 |  |                         |      |      |  |      |      |   |  |  |      |  

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|         |  |                         |         |      |  |      |         |   |  |     |           |  
|-------- |  | ----------------------- | ------- | ---- |  | ---- | ------- | - |  | --- | --------- | -
|         |  | Year ended December 31,
|         |  |                        
|Chile:   |  | 2000                    |         | 2001 |  | 2002
|Total    |  |                         | 100.0   | %    |  |      | 100.0   | % |  |     | 100.0     | %
|         |  |                         |         |      |  |      |         |   |  |     |           |  
|Total    |  |                         | 100.0   | %    |  |      | 100.0   | % |  |     | 100.0     | %
|         |  |                         |         |      |  |      |         |   |  |     |           |  
|Total(3) |  | Ch$                     | 852,182 |      |  | Ch$  | 940,310 |   |  | Ch$ | 1,048,237 |  



---

|(1) |  | Other reflects third party rental income.
|--- |  | -------------------------------------------
|   
|(2) |  | In millions of Chilean pesos.              



| |   |  | Our net revenues principally include:                                                                                                         
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | product sales from our supermarket and hypermarket operations;                                                                                
|
| |  |  | fees received from suppliers for access to selling spaces, special
promotions or payments upon opening new stores (together, supplier
fees);
|
| |  |  | revenues from our credit card operations, in each case net of the
value added taxes (VAT) paid by the consumer;                               
|
| |  |  | rental income from the real estate division (stores leased in
shopping malls); and                                                            
|
| |  |  | income from our distribution center, consisting of charges paid by
suppliers for the distribution of centralized goods.                       

Our net revenues do not include suppliers discounts, which are accounted
for as reductions to our cost of sales. In the presentation of results by
format, the contributions to net revenues are included in the store format to
which they were attributable.

2002 Compared to 2001

Our results in 2002 were characterized by:



| |  |  | growth in net revenues as a result of the addition of 45,726 sq.
meters of sales area, including additions of five new Lider
hypermarkets, one Ekono supermarket and two Lider Vecinohypermarkets
and the transformation of six Ekonosupermarkets into the Lider Vecino
hypermarket format;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | a 13.0% increase in gross income compared to 2001; and                                                                                                                                                                                                                                     
|
| |  |  | a 72.9% increase in non-operating results compared to 2001 due to
extraordinary charges made in connection with the company restructuring
process (severance expenses) undertaken at the end of 2002.                                                                                      

Moreover, our results for 2002 demonstrate:



| |  |  | an increase in selling and administrative expenses (26.6% higher
than in 2001), partly due to higher pre-opening expenses and higher
operating expenses resulting from the opening of new stores and
adjustments and provisions for obsolete merchandise;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | a decrease in earnings before interest, taxes, depreciation and
amortization (EBITDA), which for 2002 were US$105.8 million,
representing 7.3% of total revenues, which reflects a 12.6% decrease
over consolidated results for 2001;                    
|
| |  |  | a 24.6% decrease in operating income, since the increase in
operating expenses exceeds the increase in total revenues; and                                                                                                                               

50



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##### Table of Contents





| |  |  | lower net income if compared to consolidated results of 2001.
| | - |  | -------------------------------------------------------------

Our capital expenditures in 2002 totaled US$95 million, and accounted for:



| |  |  | the opening of five Liderhypermarkets (Concepción II, Puerto
Montt, Calama, Valdivia, and Rancagua);                                                           
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the transformation of six Ekonostores into the Lider Vecino
hypermarket format (San Bernardo, Tomás Moro, Recoleta, Los Morros,
Santa Rosa, and Independencia);
|
| |  |  | the remodeling of several existing stores; and                                                                                                                 
|
| |  |  | the purchase of land for new projects.                                                                                                                         

Shrinkage increased as a percentage of total revenues and in terms of
monetary expense in our hypermarket format while it decreased from 1.48% of
sales to 1.42% in our supermarket format. This translated into a consolidated
shrinkage increase from 1.72% of total sales in 2001 to 1.98% in 2002.
Shrinkage includes losses in inventory, losses and damage during
transportation and theft.

Net Revenues.Our net revenues in 2002 were Ch$1,048,237 million
(US$1,458.7 million), which represent an increase of 11.5% as compared to
Ch$940,310 in 2001. Our 2002 net revenues were as follows:



| |  |  | hypermarkets accounted for Ch$836,086 million (US$1,163.5 million),
as compared to Ch$661,722 million for 2001;  
| | - |  | -----------------------------------------------------------------------------------------------------------------
|
| |  |  | supermarkets accounted for Ch$176,255 million (US$245.3 million),
as compared to Ch$247,105 million for 2001; and
|
| |  |  | other accounted for Ch$35,896 million (US$50.0 million), as
compared to Ch$31,482 million for 2001.              

Despite the fact that our total supermarket revenues decreased by 28.7% in
2002, our net revenues increased as a result of a 26.4% increase in our total
hypermarket revenues. The decrease in supermarket net revenues and the
offsetting increase in hypermarket net revenues in 2002 was principally due to
the transformation of six Ekonosupermarkets into Lider Vecinohypermarkets,
the opening of five Liderhypermarkets, two Lider Vecinohypermarkets, and only
one Ekonosupermarket.

Same-store sales decreased by 1.4% in 2002 compared to 2001, which
reflected a lack of growth in domestic consumption and additional competition
as we and our competitors continued to open new stores.

Cost of Sales and Gross Income. Gross income in 2002 was Ch$239,249
million (US$332.9 million), representing an increase of 13.0%, as compared to
Ch$211,677 in 2001. Our 2002 gross income was as follows:



| |  |  | Ch$163,043 million (US$226.9 million) was attributable to
hypermarkets, as compared to Ch$122,828 million in 2001; 
| | - |  | -------------------------------------------------------------------------------------------------------------------
|
| |  |  | Ch$41,814 million (US$58.2 million) was attributable to
supermarkets, as compared to Ch$57,726 million in 2001; and

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| |  |  |  Ch$34,392 million (US$47.9 million) was attributable to other, as
compared to Ch$31,124 in 2001.
| |  |  | --------------------------------------------------------------------------------------------------

Despite the fact that our supermarket gross income decreased by 27.6% in
2002, our overall gross income increased as a result of a 32.7% increase in our
hypermarket gross income. The decrease in supermarket gross income and the
offsetting increase in hypermarket gross income was principally due to the
transformation of six Ekonosupermarkets into Lider Vecinohypermarkets and the
opening of five Liderhypermarkets, and two Lider Vecinohypermarkets. As a
percentage of net revenues, gross margin in 2002 was 22.8%, representing an
increase of 1.3% as compared to 22.5% in 2001.

Our cost of sales as a percentage of net revenues in 2002 was 77.2%,
representing a decrease of 0.39% as compared to 77.5% in 2001. Cost of sales
consists of the cost of products sold plus the shrinkage (loss due to theft or
damage) from store operations, plus promotional mark-down below purchasing
costs. Shrinkage in 2002 represented 1.98% of total sales, representing an
increase of 15.12%, as compared to 1.72% of total sales in 2001.

Selling and Administrative Expenses.

On a consolidated basis, selling and administrative expenses in 2002 were
Ch$197,007 million (US$ 274.1 million), representing a 26.6% increase as
compared to Ch$155,623 in 2001. Additionally, selling and administrative
expenses, as a percentage of net revenues, were 18.8% in 2002, representing an
increase of 13.3% as compared to 16.6% in 2001. This increase is attributable
to higher marketing and selling expenses mainly from the new stores, which were
not entirely offset by their level of revenues. In addition to higher start-up
expenses due to the store openings, and provisions for obsolete merchandise.
Recurring expenses in 2002 were Ch$158,249 million (US$220.2 million),
representing a 29.7% increase as compared to Ch$122,026 million in 2001, and
such increase is attributable to new stores whose revenues are not sufficient
to offset the increase in expenses. Costs attributable to store openings in
2002 were Ch$4,940 million (US$6.9 million), representing a 91% increase as
compared to Ch$2,586 million in 2001. Depreciation and amortization expenses
remained fairly constant, representing 3.3% and 3.2% of net revenues in 2001
and 2002, respectively.

Operating Income.Our operating income in 2002 was Ch$42,242 million
(US$58.8 million), representing a decrease of 24.6% as compared to Ch$56,055
million in 2001. As a percentage of net revenues, operating income in 2002 was
4.0%, representing a decrease of 33.3% as compared to 6.0% in 2001.

Non-operating Income. The following table sets forth, for 2001 and 2002,
information concerning our non-operating income:

|                                  |                            |     |                               |       |      |     |     |       | 
|--------------------------------- | -------------------------- | --- | ----------------------------- | ----- | ---- | --- | --- | ----- | 
|                                  |                            |     | Year ended December 31,      
|                                  |                            |     |                              
|                                  |                            |     | 2001                          |       | 2002
|                                  |                            |     |                               |       |     
|                                  |                            |     | (in millions of constant Ch$)
|Interest income                   |                            | Ch$ | 1,001                         |       |      | Ch$ | 454 |      
|Other non-operating income(1)     |                            |     | 248                           |       |      |     | 503 |      
|Amortization of negative goodwill |                            |     | 348                           |       |      |     | 350 |      
|                                  |                            |     |                               |       |      |     |     |      
|                                  | Total non-operating income |     | Ch$                           | 1,597 |      |     | Ch$ | 1,307 | 
|                                  |                            |     |                               |       |      |     |     |      



---

|(1) |  | Other includes principally gains on sales of fixed assets and tax
refunds.
|--- |  | ----------------------------------------------------------------------------

Non-operating income in 2002 was Ch$1,307 million (US$1.8 million),
representing a decrease of 18.15% compared to non-operating income of Ch$1,597
million in 2001. This decrease was principally a result of a decrease in
interest income (54.6% decrease).

52



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##### Table of Contents



Non-operating Expense.The following table sets forth, for 2001 and 2002,
the components of non-operating expenses on a consolidated basis:

|                            |                             |     |                               |        |      |     |        |        | 
|--------------------------- | --------------------------- | --- | ----------------------------- | ------ | ---- | --- | ------ | ------ | 
|                            |                             |     | Year ended December 31,      
|                            |                             |     |                              
|                            |                             |     | 2001                          |        | 2002
|                            |                             |     |                               |        |     
|                            |                             |     | (in millions of constant Ch$)
|Interest expense            |                             | Ch$ | 12,651                        |        |      | Ch$ | 13,388 |       
|Minority interest           |                             |     | 169                           |        |      |     | 62     |       
|Other non-operating expense |                             |     | 1,673                         |        |      |     | 6,309  |       
|Amortization of goodwill    |                             |     | 780                           |        |      |     | 787    |       
|                            |                             |     |                               |        |      |     |        |       
|                            | Total non-operating expense |     | Ch$                           | 15,273 |      |     | Ch$    | 20,546 | 
|                            |                             |     |                               |        |      |     |        |       

Non-operating expenses in 2002 were Ch$20,546 million (US$28.6 million),
representing an increase of 34.5% compared to non-operating expenses of
Ch$15,273 million in 2001. This increase resulted primarily from higher
financial expenses (5.8% increase), and a 277.1% increase in other
non-operating expenses due to additional one-time charges resulting from the
companys restructuring process, namely expenses resulting from severance
payments.

Price-level Restatement.Price-level restatement of our non-monetary
assets and liabilities, as well as capital, income and expense accounts,
resulted in a net gain of Ch$5,431 million (US$7.6 million) in 2002,
representing a decrease of 4.8% as compared to a net gain of Ch$5,703 million
in 2001. See -Impact of Inflation and Price-level Restatement.

Provisions for Taxes.Provisions for taxes in 2002, including current and
deferred taxes, were Ch$4,657 million (US$6.5 million), representing a decrease
of 38.2% as compared to Ch$7,536 million in 2001. The effective income tax
rate for 2002 was 16.5% of income before income taxes, representing an increase
of 5.1% as compared to 15.7% in 2001. Starting on January 1, 2001, we began to
record all deferred taxes arising from temporary differences, tax losses and
other events that create differences between the book value and tax basis of
our assets and liabilities. According to Technical Bulletin No. 71 of the
Chilean Institute of Accounts, beginning in 2001, deferred taxes will be
accounted for according to the income tax rate effective during the year in
which such deferred taxes are recognized. In 2002, the income tax rate began
to increase progressively to a maximum of 17% in 2004. In accordance with
Chilean law, we and each of our subsidiaries compute and pay taxes on a
separate, unconsolidated basis.

Net Income.Net income in 2002 was Ch$23,777 million (US$33.1 million),
representing a decrease of 41.4% as compared to net income of Ch$40,546 million
in 2001. Net income in 2002 corresponded to 2.3% of total revenues, which
represents a net decline of US$23.3 million compared to 2001, when net income
was US$56.4 million. As a percentage of net revenues, net income was 2.3% in
2002, representing a decrease of 46.5% as compared to net income totaling 4.3%
of net revenues in 2001.

2001 Compared to 2000

Our results in 2001 were characterized by:



| |  |  | growth in net revenues as a result of the addition of 21,628 sq.
meters of sales area, including the transformation of the EkonoTalca
and EkonoOsorno supermarkets into the Lider Vecinohypermarket format;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | a 14.1% increase in gross income compared to year 2000,
representing 22.5% of net revenues; and                                                                                                            

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| |  |  |  a 44.0% improvement in non-operating results compared to 2000 due
to lower financial expenses (-18.8% compared to the previous year)
resulting from the debt restructuring undertaken at the end of 2000,
and from a positive monetary correction recorded during 2001.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Moreover, our results for 2001 demonstrate:



| |  |  | an increase in selling and administrative expenses (13.5% higher
than in 2000), partly due to higher pre-opening expenses;                                                                                                          
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | an increase in earnings before interest, taxes, depreciation and
amortization (EBITDA), which for 2001 were US$121.2 million,
representing 9.3% of net revenues, which reflects a 12.0% increase over
consolidated results for 2000;
|
| |  |  | an 16.0% increase in operating income, due to positive trends in
terms of revenues and gross margin; and                                                                                                                            
|
| |  |  | higher net income if compared to consolidated results of 2000.                                                                                                                                                                      

Our capital expenditures in 2001 totaled US$99.1 million, in accordance
with the budget approved by our Board, and accounted for:



| |  |  | the opening of two Liderhypermarkets (LiderTemuco and Lider
Macul);                                   
| | - |  | ------------------------------------------------------------------------------------------------------
|
| |  |  | the transformation of two Ekonostores into the new Lider Vecino
hypermarket format (Talca and Osorno);
|
| |  |  | the launching of the Lider Mercadoformat with the opening of Lider
MercadoPuente Nuevo;               
|
| |  |  | the remodeling of several existing stores;                                                            
|
| |  |  | the launching of second stage development for our distribution center;                                
|
| |  |  | the purchase of land for new projects; and                                                            
|
| |  |  | significant investments in new information systems.                                                   

Moreover, during 2001, important improvements were made in lowering
shrinkage and reducing the number of days products are held in inventory.
Shrinkage includes losses in inventory, losses and damage during
transportation and theft. Shrinkage decreased as a percentage of total
revenues and in terms of monetary expense, both in our hypermarket and
supermarket formats. This translated into a consolidated shrinkage reduction
from 1.86% of total sales in 2000 to 1.75% in 2001.

Net Revenues.Our net revenues in 2001 were Ch$940,310 million
(US$1,308.5 million), which represent an increase of 10.3% as compared to
Ch$852,182 in 2000. Our 2001 net revenues were as follows:



| |  |  | hypermarkets accounted for Ch$661,722 million (US$920.8 million),
as compared to Ch$519,624 million for 2000;    
| | - |  | -----------------------------------------------------------------------------------------------------------------
|
| |  |  | supermarkets accounted for Ch$247,105 million (US$343.9 million),
as compared to Ch$308,959 million for 2000; and
|
| |  |  | other accounted for Ch$31,482 million (US$43.8 million), as
compared to Ch$23,599 million for 2000.              

54



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Despite the fact that our total supermarket revenues decreased by 20% in
2001, our net revenues increased as a result of a 27.3% increase in our total
hypermarket revenues. The decrease in supermarket net revenues and the
offsetting increase in hypermarket net revenues was principally due to the
transformation of Ekonosupermarkets into Lider Vecinohypermarkets, the
closing of one Ekonostore and the opening of two Liderhypermarkets and one
Lider Mercadohypermarket.

Same-store sales increased by 3.0% in 2001 compared to 2000. This
increase was principally attributable to increased sales in Liderand Ekono
stores, and to the transformation of Ekonosupermarkets into the Lider Vecino
format.

Cost of Sales and Gross Income. Gross income in 2001 was Ch$211,677
million (US$294.6 million), representing an increase of 14.1%, as compared to
Ch$185,439 in 2000. Our 2001 gross income was as follows:



| |  |  | Ch$122,828 million (US$170.9 million) was attributable to
hypermarkets, as compared to Ch$88,838 million in 2000;
| | - |  | -----------------------------------------------------------------------------------------------------------------
|
| |  |  | Ch$57,726 (US$80.3 million) was attributable to supermarkets, as
compared to Ch$76,299 million in 2000; and      
|
| |  |  | Ch$31,124 million (US$43.3 million) was attributable to other, as
compared to Ch$20,302 in 2000.                 

Despite the fact that our supermarket gross income decreased by 24.3% in
2001, our gross income increased as a result of a 38.3% increase in our
hypermarket gross income. The decrease in supermarket gross income and the
offsetting increase in hypermarket gross income was principally due to the
transformation of Ekonosupermarkets into Lider Vecinohypermarkets, the
closing of one Ekonostore and the opening of two Liderhypermarkets and one
Lider Mercadohypermarket. As a percentage of net revenues, gross margin in
2001 was 22.5%, representing an increase of 3.2% as compared to 21.8% in 2000.

Our cost of sales as a percentage of net revenues in 2001 was 77.5%,
representing a decrease of 0.9% as compared to 78.2% in 2000. Cost of sales
consists of the cost of products sold plus the shrinkage (loss due to theft or
damage) from store operations, plus promotional mark-down below purchasing
costs. Shrinkage in 2001 represented 1.75% of total sales, representing a
decrease of 5.9%, as compared to 1.86% of total sales in 2000.

Selling and Administrative Expenses.

On a consolidated basis, selling and administrative expenses in 2001 were
Ch$155,623 million (US$216.6 million), representing a 13.5% increase as
compared to Ch$137,123 in 2000. Additionally, selling and administrative
expenses, as a percentage of net revenues, were 16.6% in 2001, representing an
increase of 3.1% as compared to 16.1% in 2000. This increase resulted from
higher recurring expenses and start-up expenses resulting from store openings.
Recurring expenses in 2001 were Ch$122,026 million (US$169.8 million),
representing a 14.8% increase as compared to Ch$106,311 million in 2000, and
such increase was due to more aggressive commercial policies involving higher
advertising expenses, as well as an increase in the service level in stores
which led to larger payroll expenses. Costs attributable to store openings in
2001 were Ch$2,586 million (US$3.6 million), representing an 81.7% increase as
compared to Ch$1,423 million in 2000. Depreciation and amortization expenses
remained fairly constant, representing 3.4% and 3.3% of net revenues in 2000
and 2001, respectively.

55



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Operating Income.Our operating income in 2001 was Ch$56,055 (US$78
million), representing an increase of 16.0% as compared to Ch$48,317 million in
2000. As a percentage of net revenues, operating income in 2001 was 6.0%,
representing an increase of 5.3% as compared to 5.7% in 2000.

Non-operating Income. The following table sets forth, for 2000 and 2001,
information concerning our non-operating income:

|                                  |                            |     |                               |       |      |     |      |       | 
|--------------------------------- | -------------------------- | --- | ----------------------------- | ----- | ---- | --- | ---- | ----- | 
|                                  |                            |     | Year ended December 31,      
|                                  |                            |     |                              
|                                  |                            |     | 2000                          |       | 2001
|                                  |                            |     |                               |       |     
|                                  |                            |     | (in millions of constant Ch$)
|Interest income                   |                            | Ch$ | 830                           |       |      | Ch$ | 1002 |      
|Other non-operating income(1)     |                            |     | 1,368                         |       |      |     | 248  |      
|Amortization of negative goodwill |                            |     | 343                           |       |      |     | 348  |      
|                                  |                            |     |                               |       |      |     |      |      
|                                  | Total non-operating income |     | Ch$                           | 2,541 |      |     | Ch$  | 1,598 | 
|                                  |                            |     |                               |       |      |     |      |      



---

|(1) |  | Other includes principally gains on sales of fixed assets and tax
refunds.
|--- |  | ----------------------------------------------------------------------------

Non-operating income in 2001 was Ch$1,598 million (US$2.2 million),
representing a decrease of 37.1% compared to non-operating income of Ch$2,541
million in 2000. This decrease was principally a result of a decrease in the
line item referred to in our notes to the financial statements as other
non-operating income, which, for 2000, recorded Ch$780 million in net tax loss
refunds, which were not present in 2001.

Non-operating Expense.The following table sets forth, for 2000 and 2001,
the components of non-operating expenses on a consolidated basis:

|                                |                             |                         |                               |        |      |     |        |        |  |  |  |  | 
|------------------------------- | --------------------------- | ----------------------- | ----------------------------- | ------ | ---- | --- | ------ | ------ |  |  |  |  | 
|                                |                             | Year ended December 31,
|                                |                             |                        
|                                |                             |                         | 2000                          |        | 2001
|                                |                             |                         |                               |        |     
|                                |                             |                         | (in millions of constant Ch$)
|Interest expense                |                             | Ch$                     | 15,577                        |        |      | Ch$ | 12,650 |       
|Minority interest               |                             |                         | 104                           |        |      |     | 169    |       
|Other non-operating expense     |                             |                         | 1,081                         |        |      |     | 1,674  |       
|Amortization of goodwill        |                             |                         | 759                           |        |      |     | 780    |       
|Loss on sale of Ekono-Argentina |                             |                         |                              |        |      |     |       |       
|                                |                             |                         |                               |        |      |     |        |       
|                                | Total non-operating expense |                         | Ch$                           | 17,521 |      |     | Ch$    | 15,273 | 
|                                |                             |                         |                               |        |      |     |        |       

Non-operating expenses in 2001 were Ch$15,273 million (US$21.3 million),
representing a decrease of 12.8% compared to non-operating expenses of
Ch$17,521 million in 2000. This reduction resulted primarily from lower
financial expenses. Interest expenses decreased 18.8% due to our lower level
of debt that resulted from the repayment of loans financed through the issuance
of bonds in December of 2000.

Price-level Restatement.Price-level restatement of our non-monetary
assets and liabilities, as well as capital, income and expense accounts,
resulted in a net gain of Ch$5,703 million (US$7.9 million) in 2001,
representing an increase of 758.4% as compared to a net gain of Ch$664 million
in 2000. See -Impact of Inflation and Price-level Restatement.

Provisions for Taxes.Provisions for taxes in 2001, including current and
deferred taxes, were Ch$7,537 million (US$10.5 million), representing an
increase of 114.6% as compared to Ch$3,512 million in 2000. The effective
income tax rate for 2001 was 15.7% of income, before income taxes, representing
an increase of 51.0% as compared to 10.4% in 2000. Starting on January 1,
2001, we began to record all deferred taxes arising from temporary differences,
tax losses and other events that create differences between the book value and
tax basis of our assets and liabilities. According to Technical Bulletin No.
71 of the Chilean Institute of Accounts, beginning in 2001, deferred taxes will
be accounted for according to the income tax rate effective during the year in
which such deferred taxes are recognized.

56



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In 2002, the income tax rate will begin to progressively increase to a
maximum of 17% in 2004. In accordance with Chilean law, we and each of our
subsidiaries compute and pay taxes on a separate, unconsolidated basis.

Net Income.Net income (loss) in 2001 was Ch$40,546 million (US$56.4
million), representing an increase of 33.0% as compared to net income of
Ch$30,488 million in 2000. Net income in 2001 corresponded to 4.3% of total
revenues, which represents a net gain of US$14 million from 2000, when net
income was US$42.4 million. As a percentage of net revenues, net income was
4.3% in 2001, representing an increase of 19.4% as compared to net income
totaling 3.6% of net revenues in 2000.

Impact of Inflation and Price-level Restatement

Under Chilean GAAP, we are required to restate non-monetary assets and
liabilities, equity and income and expense accounts to reflect the effect of
variations in the purchasing power of the Chilean peso during the relevant
period, thus reflecting by an indirect method, the gain or loss resulting from
holding or owning monetary assets and liabilities. The restatement is based on
the variation of the official consumer price index of the Chilean government,
with the exception of assets and liabilities in foreign currency which are
adjusted to closing exchange rates at period-end. For practical reasons, the
consumer price index used for the price-level restatement is delayed one month.
See Note 2 to our consolidated financial statements.

We finance a portion of current assets and fixed assets with short-term
and long-term liabilities denominated in foreign currency. Because assets are
generally restated using the consumer price index and liabilities in foreign
currency are restated to closing exchange rates, the price-level restatement
line in the income statement is affected by the relationship between local
inflation and the foreign currency exchange rate of the Chilean peso.

Because of Chiles past history of relatively high inflation, the
financial markets have developed a system of borrowing or lending in UFs, an
inflation indexed Chilean peso-denominated monetary unit. Most long-term
assets and liabilities in pesos are indexed in UFs and the adjustment to the
closing value is reflected in the price-level adjustment account. The use of
UF-denominated transactions offsets the effect of inflation in the preparation
of price-level adjusted financial statements. For example, a company with
UF-denominated obligations will record both a financing cost (from the
adjustment to the value of the UF due to the effects of inflation) and a
price-level gain (from holding a liability during a period of inflation) of
comparable amounts, excluding the difference between actual inflation and the
inflation rate used for purposes of the UF index. In the case of
UF-denominated assets, the price level adjustment (a loss) and the UF valuation
(a gain) also offset each other, with the exception of the difference in the UF
index referred to above.

Under Chilean GAAP, in accordance with Technical Bulletin No. 45 (BT45),
which was applicable for the years prior to 1996, the financial statements of
our prior Argentine affiliate were adjusted to U.S. dollars at historical rates
of exchange and the dollar amounts were translated to Chilean Pesos at the year
end rate of exchange. BT45 was superseded on January 1, 1996 by Technical
Bulletin No. 51 (BT51), an accounting pronouncement relating to investments
in foreign countries. BT51 requires the monetary assets and liabilities of our
prior operations outside of Chile (Ekono-Argentina) to be translated into
Chilean pesos at the period-end rate of exchange. Non-monetary assets and
liabilities, equity, revenues and expenses are translated into Chilean pesos at
the historical rate of exchange and then restated in terms of year-end
purchasing power.

The effects of the price-level restatement on our financial statements for
each of the years ended December 31, 2001 and 2002, credited (charged) to
income are as follows:

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|                                                                     |  |                               |        |      |  |     |        |  
|-------------------------------------------------------------------- |  | ----------------------------- | ------ | ---- |  | --- | ------ | -
|                                                                     |  | Year ended December 31,      
|                                                                     |  |                              
|                                                                     |  | 2001                          |        | 2002
|                                                                     |  |                               |        |     
|                                                                     |  | (in millions of constant Ch$)
|Property, plant and equipment, net                                   |  | Ch$                           | 13,597 |      |  | Ch$ | 14,528 |  
|Non-monetary liabilities, net of assets                              |  |                               | 255    |      |  |     | 588    |  
|Shareholders equity                                                 |  |                               | (7,800 | )    |  |     | (8,281 | )
|Income statement amounts                                             |  |                               | (1,142 | )    |  |     | (1,406 | )
|Indexation and exchange differences                                  |  |                               | 793    |      |  |     | 2      |  
|                                                                     |  |                               |        |      |  |     |        |  
|Gain (loss) from changes in the purchasing power of the Chilean peso |  | Ch$                           | 5,703  |      |  | Ch$ | 5,431  |  
|                                                                     |  |                               |        |      |  |     |        |  

The required price-level restatement of our non-monetary assets and
liabilities, equity and income-expense accounts in 2002 resulted in a net gain
of Ch$5,431 million, compared to a net gain of Ch$5,703 million in 2001. This
was principally due to a positive exchange difference recorded during 2001.

Liquidity and Capital Resources

Our primary sources of liquidity are cash from operations and cash
available under lines of credit and other financing arrangements.

At December 31, 2002, we had working capital in the amount of Ch$(63,730)
million (US$(88.7) million), compared with working capital of Ch$(71,838)
million at December 31, 2001. We have historically financed our working
capital requirements with cash from our operations and debt. In the future, we
expect to finance our working capital requirements from cash generated by our
operations. In our opinion, our working capital is sufficient for our present
requirements. In the event that cash generated from our operations is at any
time insufficient to finance our working capital, we would seek to finance such
working capital needs through new debt financing.

Net cash provided by operations in 2002 was Ch$27,664 million (US$38.5
million), representing a decrease of 58.2% as compared to Ch$66,131 million in
2001. Funds derived from operations consist principally of cash generated by
our retail operations.

Net cash used in financing activities in 2002 was Ch$32,135 million
(US$44.7 million) due principally to the net difference between the repayment
of debt and the proceeds of loans obtained and from the issuance of commercial
paper. In 2001, net cash used in financing activities was Ch$(859), due
principally to the net difference between the repayment of debt and the
proceeds of long term debt incurred.

Net cash used in investing activities in 2002 was Ch$69,159 million
(US$96.2 million), representing a decrease of 7.6% as compared to Ch$74,870
million in 2001. The principal uses of funds in 2002 and in 2001 were for
purchases of property, plant and equipment.

We currently plan to make capital expenditures totaling Ch$35,931 million
in 2003, and Ch$71,862 million in 2004. We believe that internally generated
funds will be sufficient to enable us to meet our working capital investment
and debt service requirements for 2003 and 2004 as currently contemplated.

Long-term liabilities were Ch$143,201 million (US$199.3 million) at
December 31, 2002, representing a decrease of 15% as compared to Ch$168,560
million at December 31, 2001. All of our long-term liabilities are denominated
in Chilean pesos or UFs and bear market interest rates according to the terms
of the debt agreements. The weighted average maturity of our long-term
liabilities outstanding at December 31, 2002 was approximately four years. In
addition, we are parties to various capital lease and lease-back operations, of
which, the total long-term portion amounted to Ch$11,775 million (US$16.4
million) at December 31, 2002, representing an increase of 4.5% as compared to
Ch$11,270

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##### Table of Contents



million at December 31, 2001. The weighted average maturity of our lease
financing obligations at December 31, 2002 was approximately three years. See
Note 12 to our consolidated financial statements.

As of December 31, 2002, our foreign currency liabilities totaled
Ch$18,924 million (US$26.3 million). At December 31, 2001, we had liabilities
of Ch$13,070 million denominated in U.S. dollars. This increase in our
short-term foreign currency liabilities during 2002 resulted from increased
import activities, which involved letters of credit in US$. These imports were
used in large part to supply our hypermarkets which offer a broad assortment of
non-food items, a good part of which we import from Asia.Currently, all of our
foreign currency liabilities are denominated in U.S. dollars.

Debt Status

At December 31, 2002, our total financial debt was Ch$252,403
(US$351.2 million), mostly Chilean peso denominated, with no relevant
obligations in US dollars. The main component of our financial debt
is comprised of our bonds, issued in December 2000, representing 31.7% and
commercial paper, representing 14.3 % of total financial debt. Meanwhile,
short-term obligations comprise 45.4% of total debt. The weighted average term
of total financial debt is approximately four years.

Restrictions

In order to secure loans granted by Banco Santiago and Banco Santander,
the following guarantees were undertaken, effective December 31, 2002:



| |  |  | a mortgage in favor of Banco Santiago for land located in
the Community of Lo Barnechea and at 15 Norte St. in Viña del Mar
with a book value of Ch$54,596,113;                                
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | a mortgage in favor of Banco Santander on land located in
the Community of La Reina with a book value of Ch$12,895,267; and                                                                    
|
| |  |  | a mortgage in favor of Inversiones Inmobiliaria Quilicura,
Inversiones Bancard and Ases e Inversiones CMB S.A. for land
located in the Community of Chicureo with a book value of
Ch$4,188,175.

Our company has commitments arising from imports of inventory and plant
and equipment under bank letters of credit for $3,611,714. In accordance with
long-term contracts with Banco Santiago and Banco Santander, our company must
comply with certain financial covenants. At December 31, 2002 our company was
in compliance with these covenants.

Commercial Paper Offering

We initiated a partial debt restructuring in 2002 that included the
issuance of commercial paper in the amount of UF 2,150,000 to refinance
short-term loans made under existing lines of credit. See Exhibit 12.4-Offering
Circular and Amendments.

The material covenants of our long-term debt agreements at December 31,
2002 are described in the table below:

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D&S Principal Loan Covenants

|                 |  |  |    |  |  |                                                                                                                                             
|---------------- |  |  | -- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------
|Banco Santiago   |  |  | 1. |  |  | Minimum coverage of financial expenses of 3.75 (operating
income + depreciation / financial expenses) for June and
December.                
|                 |  |  | 2. |  |  | Not to sell or encumber the Ekono, Almac and Lider brands.                                                                                  
|                 |  |  | 3. |  |  | Leverage less than 1.50 and 1.60 (current liability / net
worth minus intangible asset) for June and December,
respectively.                
|                 |  |  | 4. |  |  | Not to grant new guarantees.                                                                                                                
|                 |  |  |    |  |  |                                                                                                                                             
|                
|Banco Santander  |  |  | 1. |  |  | Minimum coverage of financial expenses of 3.75 (operating
income + depreciation / financial expenses) for June and
December.                
|                 |  |  | 2. |  |  | Leverage less than 1.50 and 1.60 (current liability / net
worth minus intangible asset) for June and December,
respectively.                
|                 |  |  | 3. |  |  | Not to sell or encumber the Ekono, Almac and Lider brands.                                                                                  
|                 |  |  | 4. |  |  | Not to grant new guarantees.                                                                                                                
|                 |  |  |    |  |  |                                                                                                                                             
|                
|Bonds            |  |  | 1. |  |  | Financial leverage less than 1.20 (liability that accrues
interest / net worth).                                                            
|                 |  |  | 2. |  |  | Minimum coverage of financial expenses of 3.50 (operating
income + depreciation / financial expenses) for a period
of 12 months.            
|                 |  |  | 3. |  |  | Maintain at least 1.3 of encumberable assets free from
encumbrances.                                                                        
|                 |  |  | 4. |  |  | Maintain at least UF 13 million as total networth.                                                                                          
|                 |  |  |    |  |  |                                                                                                                                             
|                
|Commercial Paper |  |  | 1. |  |  | Minimum Coverage of financial expenses of 3.5 (operating
income + depreciation/financial expenses) for March,
June, September, and December.
|                 |  |  | 2. |  |  | Leverage less than 1.2 (current liabilities/net worth)
for March, June, September, and December.                                            

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Tabular Disclosure of Contractual Obligations

The following table summarizes the companys contractual cash obligations
and commercial commitments as of December 31, 2002 and the liquidity
requirements for such obligations in future periods specified.

|                                                  |  |                                                       |         |                  |  |           |         |           |  |                   |        |  |  |  |        |  |  |  |        | 
|------------------------------------------------- |  | ----------------------------------------------------- | ------- | ---------------- |  | --------- | ------- | --------- |  | ----------------- | ------ |  |  |  | ------ |  |  |  | ------ | 
|                                                  |  | Payment due by period                                
|                                                  |  | (in millions of constant Ch$ as of December 31, 2002)
|                                                  |  |                                                      
|Contractual Obligation                            |  | Total                                                 |         | Less than 1 year |  | 1-3 years |         | 3-5 years |  | More than 5 years
|                                                  |  |                                                       |         |                  |  |           |         |           |  |                  
|Long-term debt, including current maturities      |  |                                                       | 115,871 |                  |  |           | 83,135  |           |  |                   | 32,737 |  |  |  |       |  |  |  |       | 
|Capital (Finance) Lease Obligations               |  |                                                       | 15,985  |                  |  |           | 4,211   |           |  |                   | 8,646  |  |  |  | 3,128  |  |  |  |       | 
|Purchase Obligations                              |  |                                                       | 1,916   |                  |  |           | 1,679   |           |  |                   | 43     |  |  |  | 43     |  |  |  | 150    | 
|Bonds and Commercial Paper                        |  |                                                       | 118,631 |                  |  |           | 25,666  |           |  |                   | 423    |  |  |  | 71,446 |  |  |  | 21,096 | 
|Other accounts payable and due to related
company |  |                                                       | 202,041 |                  |  |           | 196,553 |           |  |                   |       |  |  |  |       |  |  |  | 5,488  | 
|                                                  |  |                                                       |         |                  |  |           |         |           |  |                   |        |  |  |  |        |  |  |  |        | 
|Total contractual obligations                     |  |                                                       | 454,444 |                  |  |           | 311,243 |           |  |                   | 41,849 |  |  |  | 74,617 |  |  |  | 26,734 | 

U.S. GAAP Reconciliation

The principal differences between Chilean GAAP and U.S. GAAP as they
affected our results and shareholders equity in the three years ended December
31, 2000, 2001 and 2002 were:



| |  |  | the reversal under U.S. GAAP of the revaluation of certain
property, plant and equipment under Chilean GAAP, along with
accumulated depreciation, depreciation expenses and increment on
dispositions related thereto;                                           
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the reversal under U.S. GAAP of severance indemnities for prior
service costs that arose when we began to record a severance indemnity
liability charged to income under Chilean GAAP, and the U.S. GAAP
amortization of deferred assets for prior service costs;
|
| |  |  | the accrual under U.S. GAAP of deferred income taxes;                                                                                                                                                                                                            
|
| |  |  | the reclassification under U.S. GAAP of the amortization of
goodwill and restructuring costs to operating expenses;                                                                                                                                              
|
| |  |  | the reclassification under U.S. GAAP of negative goodwill to
shareholders equity, along with the reversal of its amortization;                                                                                                                                  
|
| |  |  | the accrual under U.S. GAAP of a liability for our obligation to
pay a dividend in each year equal to at least 30% of its net income in
such year;                                                                                                               
|
| |  |  | under U.S. GAAP accounts receivable from Disco S.A. are recorded at
the net present value; and                                                                                                                                                                   
|
| |  |  | the goodwill related to the acquisition of Maquinsa S.A. under U.S.
GAAP would have been expensed.                                                                                                                                                               

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Restatement of the Reconciliation to U.S. GAAP

We restated our results in U.S. GAAP for 2000 and 2001 in order to present
our non-interest-bearing accounts receivable from Disco S.A. at their present
value at each of the years ended December 31, 2000 and 2001 recognizing accured
interest as earned.

|                                                                             |  |                         |            |       |  |  |            | 
|---------------------------------------------------------------------------- |  | ----------------------- | ---------- | ----- |  |  | ---------- | 
|                                                                             |  | Year ended December 31,
|                                                                             |  |                        
|                                                                             |  | 2000                    |            | 2001 
|                                                                             |  | ThCh$                   |            | ThCh$
|                                                                             |  |                         |            |      
|U.S. GAAP net income as previously reported                                  |  |                         | 28,901,728 |       |  |  | 40,294,829 | 
|Present value adjustment on accounts receivable from Disco S.A.              |  |                         | 3,132,797  |       |  |  | 3,711,182  | 
|                                                                             |  |                         |            |       |  |  |            | 
|Net income for the year                                                      |  |                         | 32,034,525 |       |  |  | 44,006,011 | 
|                                                                             |  |                         |            |       |  |  |            | 
|Earnings per share under U.S. GAAP as previously reported (in
Chilean pesos) |  |                         | 20.95      |       |  |  | 29.20      | 
|Earnings per share under U.S. GAAP restated (in Chilean pesos)               |  |                         | 23.21      |       |  |  | 31.89      | 

We restated our equity in U.S. GAAP for 2000, 2001 and 2002 to present our
accounts receivable from Disco S.A. at their present value for the years ended
December 31, 2000, 2001 and 2002 and to adjust opening retained earnings at
January 1, 2000. The opening retained earnings adjustment related to an
arbitration settlement in 1999 which was capitalized to goodwill for Chilean
GAAP purposes. Under U.S. GAAP, this amount should have been expensed.

|                                                                               |  |       |             |  
|------------------------------------------------------------------------------ |  | ----- | ----------- | -
|US GAAP Equity as previously reported                                          |  | ThCh$
|                                                                               |  |      
|January 1, 2000 equity as previously reported                                  |  |       | 244,911,312 |  
|Adjustment for present value of receivable                                     |  |       | (9,743,893  | )
|Adjustment for difference between goodwill
treatment under purchase accounting |  |       | (1,032,927  | )
|                                                                               |  |       |             |  
|Shareholders equity                                                           |  |       | 234,134,492 |  
|                                                                               |  |       |             |  

Pursuant to Chilean GAAP, our consolidated financial statements also
recognize the effects of inflation. The effect of inflation has not been
reversed in the reconciliation to U.S. GAAP, as this is considered the
appropriate accounting treatment, given the past inflationary conditions in the
Chilean economy.

Net income in 2000, 2001 and 2002 under U.S. GAAP was Ch$32,035 million,
Ch$44,006 million and Ch$29,116 (US$40.5 million), respectively, compared to
that reported under Chilean GAAP of Ch$30,488 million, Ch$40,546 million and
Ch$23,777 (US$33.1 million), respectively, or 5% higher in 2000, 8.5% higher in
2001 and 22.5% higher in 2002.

Net income under U.S. GAAP is higher in 2000 due to:



| |  |  | the adjustment of deferred income taxes;
| | - |  | ----------------------------------------

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| |  |  | the reversal of amortization of negative goodwill;                                     
| | - |  | ---------------------------------------------------------------------------------------
|
| |  |  | the reversal of tax refunds already recognized in the prior year as deferred taxes; and
|
| |  |  | the present value adjustment on accounts receivable from Disco S.A..                   

These items are partially offset by the adjustment for depreciation,
amortization and monetary correction for fair value adjustment of acquired
subsidiaries.

Net income under U.S. GAAP is higher in 2001 due to:



| |  |  | the adjustment of deferred income taxes; and                        
| | - |  | --------------------------------------------------------------------
|
| |  |  | the reversal of amortization of negative goodwill.                  
|
| |  |  | the present value adjustment on accounts receivable from Disco S.A..

These items are partially offset by the adjustment for depreciation,
amortization and monetary correction for fair value adjustment of acquired
subsidiaries.

Net income under U.S. GAAP is higher in 2002 due to:



| |  |  | the adjustment of deferred taxes;                                                                                              
| | - |  | -------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the adjustment to depreciation and amortization and monetary
correction for fair value adjustment of required subsidiaries; and
|
| |  |  | the present value adjustment on accounts receivable from Disco
S.A..                                                           

Total shareholders equity under U.S. GAAP at December 31, 2000, 2001 and
2002 was Ch$252,223 million, Ch$275,331 million, Ch$290,220 (US$403.9 million),
respectively, compared to that reported under Chilean GAAP of Ch$266,244
million, and Ch$290,949 million and Ch$ 300,733 million (US$ 418.5 million)
respectively, or 5.5% less in 2000, 5.6% less in 2001 and 3.6% less in 2002
under U.S. GAAP. The principal reasons for the differences between total
shareholders equity under U.S. GAAP and Chilean GAAP in these years are:



| |  |  | the reversal under U.S. GAAP of the revaluation from technical
appraisal of certain property, plant and equipment;                                                                                                                                               
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the adjustment under U.S. GAAP of deferred taxes;                                                                                                                                                                                                                
|
| |  |  | the reclassification under U.S. GAAP of negative goodwill to
shareholders equity and the reversal of amortization of this negative
goodwill;                                                                                                                    
|
| |  |  | the accrual under U.S. GAAP of a liability for our obligation to
pay a dividend in each year equal to at least 30% of our net income in
such year;                                                                                                               
|
| |  |  | the reversal under U.S. GAAP of severance indemnities for prior
service costs that arose when we began to record a severance indemnity
liability charged to income under Chilean GAAP, and the U.S. GAAP
amortization of deferred assets for prior service costs;
|
| |  |  | the adjustment for depreciation, amortization and monetary
correction for fair value adjustment of acquired companies;                                                                                                                                           

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| |  |  | the present value adjustment on accounts receivable from Disco S.A.; and               
| | - |  | ---------------------------------------------------------------------------------------
|
| |  |  | the adjustment for the difference between goodwill treatment under purchase accounting.

For further information as to these differences between Chilean GAAP and
U.S. GAAP, see Note 24 to our consolidated financial statements.




Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors

Pursuant to Chilean Companies Law No. 19.705, enacted in December 2000,
Chilean publicly traded companies with a net worth exceeding the equivalent of
US$50 million must have no less than seven directors, as well as an audit
committee composed of no less than three board members (that are preferably
independent of the controlling shareholders). As a result of this new law, at
our Extraordinary Shareholders Meeting, held on April 24, 2001, our bylaws
were amended to increase the membership of our board from five to seven members
and to create an audit committee composed of three independent board members.
We subsequently amended our bylaws to increase the membership of our board to
nine members at our Extraordinary Shareholders Meeting held on April 29, 2003.
We are now managed by a board of directors that consists of nine directors who
are elected at the annual regular shareholders meeting as mandated by our
bylaws. The entire board of directors is elected every three years. If a
vacancy occurs, our board of directors may elect a temporary director to fill
the vacancy until the next, regularly scheduled meeting of shareholders, at
which time the entire board of directors will be elected or re-elected.

There are regularly scheduled monthly meetings of our board of directors.
Extraordinary meetings are convened when called by the president of the board,
when requested by any other director with the assent of the president or when
requested by an absolute majority of the directors. Our board of directors is
responsible, among other things, for the overall supervision and administration
of our business activities, for the appointment and removal of the executive
officers, for reviewing our financial statements, for approving our budget and
for approving any purchase or sale of real estate.

The current board of directors was elected on April 29, 2003 and their
three-year tenure will end upon the election of the new members at the annual
shareholders meeting to be held at the end of April 2006. The following are
the current members of the board of directors and their respective positions:

|                             |  |                |  |     |    | 
|---------------------------- |  | -------------- |  | --- | -- | 
|Name                         |  | Position       |  | Age
|                             |  |                |  |    
|Felipe Ibáñez Scott(1)       |  | President      |  |     | 49 | 
|Nicolás Ibáñez Scott (1)(2)  |  | Director       |  |     | 47 | 
|Manuel Ibáñez Ojeda(1)       |  | Director       |  |     | 81 | 
|Enrique Barros Bourie        |  | Director       |  |     | 55 | 
|Jonny Kulka Fraenkel         |  | Director       |  |     | 56 | 
|Hans Eben Oyanedel           |  | Vice President |  |     | 57 | 
|Gonzalo Eguiguren Correa (3) |  | Director       |  |     | 44 | 
|Fernando Larraín Cruzat      |  | Director       |  |     | 44 | 
|Rodrigo Cruz Matta (4)       |  | Director       |  |     | 51 | 



---

|(1) |  | Mr. Felipe Ibáñez Scott and Mr. Nicolás Ibáñez Scott are sons of Mr. Manuel
Ibáñez.                                                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Between 1994 and 2002, Mr. Nicolás Ibáñez Scott served as our companys
CEO.                                                                                                                               
|   
|(3) |  | Between 1985 and 1995, Mr. Eguiguren served our company in our commercial
operations department and as a director of corporate finance.                                                                    
|   
|(4) |  | Mr. Cruz was elected a
Director at our Extraordinary Shareholders Meeting
held on April 29, 2003, but has yet to take his place on our Board, but will do
so as soon as all formalities are complied with.

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Audit Committee

Our Audit Committee is composed of the following independent board
members:

|                         |  |           |  |     |    | 
|------------------------ |  | --------- |  | --- | -- | 
|Name                     |  | Position  |  | Age
|                         |  |           |  |    
|Gonzalo Eguiguren Correa |  | President |  |     | 44 | 
|Rodrigo Cruz Matta       |  | Director  |  |     | 51 | 
|Fernando Larraín Cruzat  |  | Director  |  |     | 44 | 

The Audit Committee emphasized the following objectives:



| |  |  | to cooperate with external auditors management control systems in
order to, among other things, inspire investor confidence;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------
|
| |  |  | to insure that our operations with individuals are carried out
equitably; and                                                
|
| |  |  | to review the pay scale of primary managers and executives to
ensure that it is rational, transparent and justified.         

Executive Officers

On December 29, 2002, the Company Chief Executive Officer, Mr. Nicolás
Ibáñez, submitted his resignation to office, which was accepted by the Board.
At the same time, the Company Board appointed Mr. Juan Cristóbal Lira Ibáñez as
new Chief Executive Officer.

Management is decentralized with two different divisions (the supermarket
division: Ekonoand Almac, the hypermarket division: Lider, Lider Vecinoand
Lider Mercado), each of which has its own manager and management committee.
Decentralization permits each format to be managed autonomously, thereby
enhancing the focus on the consumer segment serviced by each.

Our executive officers are as follows:

|                             |  |                                        |  |     |    |         |  |                |    | 
|---------------------------- |  | -------------------------------------- |  | --- | -- | ------- |  | -------------- | -- | 
|                             |  |                                        |  |     |    |         |  | Years with our
|Name                         |  | Position                               |  | Age |    | company
|                             |  |                                        |  |     |    |        
|Cristóbal Lira Ibáñez (1)    |  | Chief Executive Officer                |  |     | 45 |         |  |                | 21 | 
|Luis Valdés Lyon (2)         |  | Director of Operations                 |  |     | 51 |         |  |                | 32 | 
|Miguel Núñez Sfeir           |  | Chief Financial Officer                |  |     | 37 |         |  |                | 14 | 
|José Pedro Varela Alfonso    |  | Chief Commercial Officer               |  |     | 42 |         |  |                | 20 | 
|Rodrigo Cruz Matta (3)       |  | Logistics Manager                      |  |     | 50 |         |  |                | 30 | 
|Manuel Lopez Barranco        |  | Manager of Project Everyday Low Prices |  |     | 33 |         |  |                | 8  | 
|Juan Pablo Vega Walker       |  | Development Manager                    |  |     | 35 |         |  |                | 1  | 
|Marcelo Gálvez Saldías       |  | Chief Operating Officer                |  |     | 38 |         |  |                | 15 | 
|Emilio del Real Sota         |  | Human Resources Manager                |  |     | 38 |         |  |                | <1 | 
|Christopher Jones Ferrer (4) |  | Logistics Manager                      |  |     | 34 |         |  |                | <1 | 



---

|(1) |  | Mr. Cristóbal Lira Ibañez is the nephew of Manuel Ibañez Scott and first
cousin to Mr. Felipe Ibañez Scott and Mr. Nicolás Ibañez Scott.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Left office in December 2002.                                                                                                           
|   
|(3) |  | In office until June 2003.                                                                                                              
|   
|(4) |  | Takes office in June 2003.                                                                                                              

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Biographical Information

The following is a selected biographical description of each of the
members of our board of directors and our executive officers:

Felipe Ibáñez Scotthas been the President of our board of directors since
1986. His previous positions with us include operations manager, manager of
accounting and finance, commercial manager of Almac, general director of Ekono,
executive vice president of Ekono, as well as directorships with Almac, Ekono
and other subsidiaries of ours. Mr. Ibáñez graduated from the University of
Edinburgh as a commercial engineer.

Manuel Ibáñez Ojedahas been Honorary President of our board of directors
since 1986. Mr. Ibáñez has also served as Chief Executive Officer, President
and salesman for our company. Mr. Ibáñez is currently serving as president of
the board of directors of Fundación Universidad Adolfo Ibáñez, a foundation
supporting the university in Valparaiso founded by and named after Mr. Ibáñezs
father, and is active in numerous charitable organizations, including as
president of Fundación Lukas.

Nicolás Ibáñez Scotthas been a Director of our company since 2003 and
served as our companys Chief Executive Officer from 1994 to 2002. Mr. Ibáñez
previously held positions in our company in our accounting department, as
commercial manager for Almac and as a buyer. Mr. Ibáñez, who received his
primary education in England, holds a degree in commercial engineering from the
Universidad Adolfo Ibáñez. He serves as a member of the board of directors of
Universidad Adolfo Ibáñez.

Enrique Barros Bouriehas been a Director of our company since 1996. Mr.
Barros is managing partner of Barros, Court y Correa Cía Ltda., a well-known
Santiago law firm. In addition to holding a law degree from the Universidad de
Chile, Mr. Barros also holds a doctorate in jurisprudence from the University
of Munich. Mr. Barros has authored several books, principally relating to the
philosophy of law, constitutional law and civil law.

Jonny Kulka Fraenkelhas been a Director of our company since 1994. Prior
to this position, Mr. Kulka served as chief executive officer of El Mercurio,
Chiles leading daily newspaper, operations manager with Compañía Cervecerías
Unidas, and director of administration and finance for Compañías Chilenas CIC
S.A. In 2001, Mr. Kulka returned to El Mercurio to resume his post as chief
executive officer. Mr. Kulka Fraenkel holds a degree in commercial engineering
from Universidad Adolfo Ibáñez.

Hans Eben Oyanedelhas been a Director of our company since 1998. Mr.
Eben is President of the Board of directors of Gillette Chile, where he has
held the positions of financial analyst and marketing coordinator for the
United States, Europe and Latin America. Mr. Eben holds a masters in business
administration from the Universidad de Chile. In addition to serving on our
companys board of directors, he is also a member of D&S Audit Committee. Mr.
Eben also serves on the Board of the Universidad Adolfo Ibáñez and the
Fundación Adolfo Ibáñez.

Gonzalo Eguiguren Correahas been a Director of our company since April of
2001. On the same date he was appointed President of D&S Audit Committee.
Mr. Eguiguren is the executive director of Mimo Chile S.A., a subsidiary of
Kimberly Clark Chile. Between 1985 and 1995, Mr. Eguiguren held positions in
our commercial operations department and served as our director of corporate
finance. Mr. Equiguren holds a degree in commercial engineering from
Universidad de Santiago.

Fernando Larraín Cruzathas been a Director of our company and a member of
our Audit Committee since April of 2001. Mr. Larraín is the general manager of
Larraín Vial S.A., a Chilean brokerage firm. In addition to serving on our
companys board of directors, Mr. Larraín also serves on the board of
Industrias Tricolor S.A., Empresas Santa Carolina S.A., CIC S.A.,
Infraestructura 2000 S.A.,

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Ski La Parva S.A. and Grey-Chile S.A. Mr. Larraín is a part-time professor
at Universidad de Los Andes as well as a director for Casa de Acogida La
Esperanza. Mr. Larraín holds a degree in economics from Pontificia
Universidad Católica de Chile and a masters in business administration from
Harvard University.

Rodrigo Cruz Mattahas been a Director of our company since 2003 and was
our Corporate Controller since 1992. Previously, Mr. Cruz has held the
positions of accounting assistant, buyer of meat products and internal auditor.
He also served as chief executive officer of one of our companys
subsidiaries.

Cristóbal Lira Ibáñezhas been our companys Chief Executive Officer since
2003 and was the Manager of Corporate Development since 1994 and Commercial
Manager since 1999. Over the past 15 years, Mr. Lira has served as a store
manager, buyer of groceries, in our companys finance division, as a commercial
manager of Ekonoand as a manager of our companys Ekonodivision. Mr. Lira
holds a degree in commercial engineering from Universidad Adolfo Ibáñez.

Marcelo Gálvez Saldíashas been our companys Chief Operating Officer
since 2002. Over the past 15 years he has served as Chief Financial Officer,
store manager, a buyer of groceries, dairy, and meat products and Ekono-Almac
division manager. Mr. Gálvez holds a degree in commercial engineering from
Universidad Adolfo Ibáñez and a masters in business administration from the
University of Bath, England.

Miguel Núñez Sfeirhas been our Chief Financial Officer since 2000. Over
the past 14 years he has served as manager for our in-store credit card Presto
and sub-manager of Finance. Mr. Núñez holds a degree in commercial engineering
from the Universidad Adolfo Ibáñez.

José Pedro Varela Alfonsohas been our companys Chief Commercial Officer
since 2002. Over the past 20 years he has served as buyer of groceries and
manager for our apparel division. Mr. Varela holds a degree in statistics from
Unversidad Católica de Chile and a post-graduate degree in administration from
Universidad Adolfo Ibáñez.

Manuel
Lopez Barrancohas been the manager of our Everyday Low Prices
project since 2003. Over the past eight years he has served as store manager,
buyer of groceries, sub-manager of human resources and manager of the Lider
Vecinoformat. Mr. López holds a degree in engineering from Universidad
Gabriela Mistral.

Juan Pablo Vega Walkerhas been our Development Manager since 2002. Mr.
Vega holds a degree in engineering from Universidad Católica de Chile and a
masters in business administration from the Kellogg School of Management at
Northwestern University. Before joining our company, Mr. Vega spent 3 years at
McKinsey & Company.

Emilio Del Real Sotarecently joined our company as our Human Resources
Manager. Over the past six years he has served as human resources manager of
Unilever. Mr. Del Real holds a degree in psychology from Universidad Gabriela
Mistral.

Christopher Jones Ferrerhas recently joined D&S as Logistics Manager,
replacing Rodrigo Cruz Matta who retired earlier this year. Over the past nine
years, he has worked as a director of logistics for Wal*Mart Argentina and as
director of operations for their American subsidiary. Mr. Jones holds an
undergraduate degree in business from the University of Pennsylvanias Wharton
School of Business.

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Director and Executive Officer Compensation

Directors are paid an annual fee for attendance at Board meetings. The
total compensation paid to each director of our company (all of which was
approved by the shareholders of our company) during 2001 was as follows:

|                             |       |     |                       |         |                       |     |        |        | 
|---------------------------- | ----- | --- | --------------------- | ------- | --------------------- | --- | ------ | ------ | 
|                             |       |     | Attendance fees       |         | Remunerations        
|                             |       |     |                       |         |                      
|                             |       |     | (thousands of Ch$)(1) |         | (thousands of Ch$)(1)
|Felipe Ibáñez Scott          |       | Ch$ | 84,000                |         |                       | Ch$ | 28,380 |       
|Manuel Ibáñez Ojeda          |       |     | 12,000                |         |                       |     | 24,348 |       
|Nicolas Ibáñez Scott         |       |     | N/A                   |         |                       |     | N/A    |       
|Jonny Kulka Fraenke1 (l)     |       |     | 48,000                |         |                       |     |       |       
|Enrique Barros Bourie        |       |     | 48,000                |         |                       |     |       |       
|Hans Eben Oyanedel (2)       |       |     | 60,000                |         |                       |     |       |       
|Gonzalo Eguiguren Correa (3) |       |     | 24,000                |         |                       |     |       |       
|Fernando Larraín Cruzat (3)  |       |     | 24,000                |         |                       |     |       |       
|Rodrigo Cruz Matta           |       |     | N/A                   |         |                       |     |       |       
|                             | Total |     | Ch$                   | 300,000 |                       |     | Ch$    | 52,728 | 
|                             |       |     |                       |         |                       |     |        |       



---

|(1) |  | The amounts paid to each director and directors alternate for attendance
at Board meetings varies in accordance with the position held and the time
period during which such position was held.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Director since April 1998.                                                                                                                                                                      
|   
|(3) |  | Director since April 2001.                                                                                                                                                                      

There are regularly scheduled monthly meetings of the Audit Committee, and
attendance fees paid to its members during 2002 were as follows:

|                         |       |     |                       |        | 
|------------------------ | ----- | --- | --------------------- | ------ | 
|                         |       |     | Attendance fees      
|                         |       |     |                      
|                         |       |     | (thousands of Ch$)(1)
|Gonzalo Eguiguren Correa |       | Ch$ | 10,000                |       
|Hans Eben Oyanedel       |       |     | 10,000                |       
|Fernando Larraín Cruzat  |       |     | 10,000                |       
|                         |       |     |                       |       
|                         | Total |     | Ch$                   | 30,000
|                         |       |     |                       |       

The Audit Committee incurred expenses of Ch$3,822 in 2002.

For the year ended December 31, 2002, the aggregate amount of compensation
we paid to all directors and executive officers was Ch$2,614,700 of which
Ch$543,972 was paid to our executive officers as remunerations and Ch$1,688,000
paid to those executive officers who retired from office as severance
indemnities. We do not disclose to our shareholders or otherwise make
available to the public, information as to the compensation of our individual
executive officers. We do not maintain any stock options, pension or
retirement programs for our directors or executive officers.

Employees

At December 31, 2002, we had a total of 17,912 full-time equivalent
employees. Of these full-time equivalent employees, 16,405 were employed in
the stores, 468 were employed in the distribution facilities (the distribution
center, warehouses and transportation) and 1,040 were employed in the
headquarters/school of service/training programs (Escatec) and other business
units (Sermob S.A. and OClock).

At December 31, 2002, store employees negotiate collective contracts at
each store, which generally have a term of three years. Our employees receive
benefits established by the collective

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bargaining agreements, salaries in accordance with our corporate policy,
benefits provided for by law (including disability insurance) and certain
additional benefits we provide. Among these, we provide educational training
for our employees and opportunities for their families (including scholarships
for children of employees) and assistance in financing the purchase of homes.

We operate a merit based bonus program for our managers, both at the
headquarters/service school and store level, as well as for department heads at
each store. The bonus fluctuates between one and four months salary and is
determined in accordance with clearly defined criteria, including our overall
performance, the performance of the employees store, his or her performance as
compared to specific targets established at the beginning of the year and more
subjective standards such as fostering an open, constructive working
environment.

Share Ownership

|                         |       |              |                      |             |  |  |        |        | 
|------------------------ | ----- | ------------ | -------------------- | ----------- |  |  | ------ | ------ | 
|                         |       |              | At December 31, 2002
|                         |       |              |                     
|                         |       |              | Number of            |             |  |  |       
|Directors                |       | Shares owned |                      | Ownership %
|                         |       |              |                      |            
|Manuel Ibáñez Ojeda      |       |              | 51,225               |             |  |  | 0.0037 |       
|Jonny Kulka Fraenkel     |       |              | 72,754               |             |  |  | 0.0053 |       
|Enrique Barros Bourie    |       |              | 77,950               |             |  |  | 0.0056 |       
|Gonzalo Eguiguren Correa |       |              | 170,212              |             |  |  | 0.0123 |       
|Executive Officers       |       |              |                      |             |  |  |        |       
|Nicolás Ibañez Scott     |       |              | 425,531              |             |  |  | 0.0308 |       
|Rodrigo Cruz Matta       |       |              | 233,853              |             |  |  | 0.0169 |       
|Cristóbal Lira Ibáñez    |       |              | 218,263              |             |  |  | 0.0158 |       
|Luis Valdés Lyon         |       |              | 231,469              |             |  |  | 0.0168 |       
|                         |       |              |                      |             |  |  |        |       
|                         | Total |              |                      | 1,481,045   |  |  |        | 0.1072 | 

Mr. Manuel Ibáñez Ojeda, Honorary President of our board of directors, and
his sons Felipe Ibáñez Scott, President of our board of directors, and Nicolás
Ibáñez Scott, our Chief Executive Officer, beneficially hold, indirectly,
75.68% Of our total capital stock. The remainder of our directors and officers
hold minimal, if any, capital stock of our company.




Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Principal Shareholders

Our controlling shareholders, Mr. Manuel Ibáñez Ojeda and his sons, Felipe
Ibáñez Scott and Nicolás Ibáñez Scott, through companies they control, control
75.68% of the shares. As of December 31, 1999, the total number of outstanding
shares was 1,378,259,790, with a balance of 1,740,210 shares remaining from the
capital increase of October 1997, still to be subscribed and paid for. In July
2000, these shares were subscribed and paid for, and we received Ch$1,166,586
in proceeds for them. Thus, at December 31, 2002 (and at the date hereof), we
had and have 1,380,000,000 shares outstanding. Our only outstanding voting
securities are the shares. The following table sets forth certain information
concerning ownership of our shares at December 31, 2002 with respect to each
shareholder that we know to own 5% or more of the outstanding shares, all
shareholders related to the controlling shareholders and all directors and
executive officers as a group:

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|                                                        |  |                      |               |           |  |  |       |  
|------------------------------------------------------- |  | -------------------- | ------------- | --------- |  |  | ----- | -
|                                                        |  | At December 31, 2001
|                                                        |  |                     
|                                                        |  | Number of            |               |           |  | 
|Shareholders                                            |  | Shares Owned         |               | Ownership
|                                                        |  |                      |               |          
|Servicios Profesionales y de Comercialización S.A.(1)   |  |                      | 562,565,935   |           |  |  | 40.77 | %
|Empresas AlmacS.A.(1)(5)                                |  |                      | 179,943,140   |           |  |  | 13.04 | %
|Future Investments S.A.(1)                              |  |                      | 121,702,127   |           |  |  | 8.82  |  
|Servicios e Inversiones Trucha S.A.(1)                  |  |                      | 120,048,776   |           |  |  | 8.70  |  
|Estudios y Proyectos Comerciales e Inmobilarios S.A.(2) |  |                      | 44,056,400    |           |  |  | 3.19  |  
|Empresas Almac Dos S.A.(1)(5)                           |  |                      | 16,000,460    |           |  |  | 1.16  |  
|Other(3)                                                |  |                      | 1,100,363     |           |  |  | 0.08  |  
|Controlling Shareholders(6)                             |  |                      | 1,045,417,201 |           |  |  | 75.68 |  
|                                                        |  |                      |               |           |  |  |       |  
|Directors and Executive Officers as a group(4)          |  |                      | 1,004,289     |           |  |  | 0.073 | %



---

|(1) |  | The beneficial owners of these companies are other companies owned by
Nicolás Ibáñez Scott and Felipe Ibáñez Scott and their immediate families.                                                                                                                                           
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The beneficial owners of this company are other companies owned by Manuel
Ibáñez Ojeda and his immediate and extended family.                                                                                                                                                              
|   
|(3) |  | Held directly by individuals comprising the controlling shareholders.                                                                                                                                                                                                                      
|   
|(4) |  | Sets forth number of shares owned by the directors and officers as a group
but excluding the controlling shareholders.                                                                                                                                                                     
|   
|(5) |  | In 2000, Empresas Almac S.A. was split into two companies, resulting in the
creation of Empresas Almac S.A. and Empresas Almac Dos S.A. Both companies
retained the same shareholders, and each shareholder continues to retain the
same level of participation in each individual company.
|   
|(6) |  | This number includes shares held by all companies controlled by the Ibañez
family.                                                                                                                                                                                                         

Increase in Ownership of Finsa S.A.

During January and February of 2003, Nicolas Ibáñez purchased a total of
9,651,432 shares through Future Investments S.A.. Thus, as of June 30, 2003
ownership by Future Investments is now 131,353,559 shares, corresponding to
9.52%, while a total of 1,055,068,633 shares is now in the hands of the
controlling shareholders, corresponding to 76.45%.

Interest of Management in Certain Transactions

In the ordinary course of our business, we engage in a variety of
transactions with certain of our affiliates. Financial information concerning
these transactions is set forth in Note 19 to our consolidated financial
statements. Article 89 of the Chilean Companies Act requires that transactions
with related parties be on a market basis or on terms similar to those
customarily prevailing in the market. Article 89 requires us to compare the
terms of any such transaction to those prevailing in the market at the date the
transaction is to be entered into. Directors of companies that violate Article
89 are liable for losses resulting from such violation. In addition, Article
44 of the Chilean Companies Act states that any transaction in which a director
has a personal interest, or one in which such director is acting on behalf of a
third-party, may only be approved when the board of directors has been informed
of such directors interest and the terms of such transaction are similar to
those prevailing in the market. Moreover, resolutions approving such
transactions must be reported to the companys shareholders at the annual
shareholders meeting immediately following the relevant transaction.
Violation of Article 44 may result in administrative or criminal sanctions and
civil liability to shareholders or third parties who suffer losses as a result
of such violation. We believe that we have complied with the requirements of
Article 89 and Article 44 in all transactions with related parties and affirm
that we will continue to comply with such requirements. See Note 19 of our
consolidated financial statements for a more detailed accounting of
transactions with related parties.

Acquisition of Ekono-Argentina

On September 30, 1996, we acquired Ekono-Argentinafrom Casa Tía and
Serprocom, each of which, until such date, held a 50% interest in
Ekono-Argentina. Serprocom is our principal shareholder and is wholly-owned by
the controlling shareholders. See Item 7  Major Shareholders and Related
Party Transactions. Pursuant to a shareholders agreement, Casa Tía was forced
to sell its 50% interest to us for US$20 million. At the same time, we
acquired the remaining 50% of Ekono-Argentinafrom Serprocom for an additional
US$20 million, US$10 million of which was paid in the first quarter of 1997

70



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##### Table of Contents



and US$10 million of which was deferred until December 1998. Serprocom
agreed to defer payment without indexation of the debt or accrual of interest.
In December of 1999, we entered into a contract to sell Ekono-Argentinato
Disco S.A. for $150 million. Of the total purchase price, $60 million was paid
in cash and the balance of US$90 million was payable on a deferred basis in May
2003. We were informed in December 2002 that Disco S.A. would not pay us the
entire US$90 million amount in U.S. dollars, but would instead convert the
balance owed to us into Argentine pesos under Argentine dollar convertibility
regulations. On May 2, 2003, Ahold made payment of 126 million Argentine
pesos, the equivalent of US$45 million, based on an effective exchange rate of
2.8 Argentine pesos to 1 U.S. dollar.

Our company has steadfastly rejected the applicability of the Argentine
currency convertibility regime to Disco S.A. and to Disco-Ahold International Holdings N.V., the
guarantor, a non-Argentine entity, as to this obligation (which was explicitly
undertaken to be a U.S. dollar obligation). We have retained counsel in Chile,
Argentina and the Netherlands and have commenced legal actions against the
guarantor, in the Netherlands Antilles, and against its parent, Royal Ahold, in
the Netherlands, in order to collect the defaulted amount in full.

Cash Management Services

Historically, our excess cash was, from time to time, used to grant
short-term loans to the controlling shareholders. The balances at period-end
for these transactions are attributed to Serprocom in Note 19 of our
consolidated financial statements. Serprocom was repaid in full, as a result
of applying the amount receivable from Serprocom to the amounts payable by us
to Serprocom as a result of the acquisition of Ekono-Argentina. At that date
we owed Serprocom an additional Ch$4,101 million of the balance of the purchase
price of 50% of Ekono-Argentina. At December 31, 1998, that amount was fully
paid. We intend to discontinue this form of cash management.

Loans to Officers

Currently, there are no outstanding loans to executive officers.




Item 8. FINANCIAL INFORMATION

See Item 18  Financial Statements for our consolidated financial
statements filed as part of this annual report.




Item 9. THE OFFER AND LISTING

Our shares are listed on the Bolsa de Comercio de Santiago(the Santiago
Stock Exchange), the Bolsa Electrónica de Chile(the Electronic Stock
Exchange), the Bolsa de Valoresand the Bolsa de Corredores/Bolsa de Valores de
Valparaíso, collectively referred to as the Chilean Stock Exchanges. The
Santiago Stock Exchange, established in 1893, is a private company whose equity
consists of 48 shares held by 47 shareholders. At December 31, 2001, the
Santiago Stock Exchange was comprised of 260 companies with listed shares. The
Santiago Stock Exchange is Chiles principal exchange and accounted for
approximately 79% of the equity trading volume in Chile during 2002.

Since October 1997, our ADSs, each representing 15 shares of common stock,
have been listed on the New York Stock Exchange under the symbol DYS. The
Depositary for the ADSs is the Morgan Guaranty Trust Company of New York.
Since December 2002, we have listed our common shares on the Madrid Stock
Exchange (Latibex).

At a shareholders meeting held on May 23, 2002, our shareholders approved
a capital increase in the amount of Ch$163,622,500,000 through the issuance of
250 million no-par value payment shares of a single series. As a result, our
capital increased from Ch$208,528,749,431, represented by 1,380 million

71



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##### Table of Contents



no-par value common shares, to Ch$372,151,249,431, represented by 1,630
million common shares. We plan to issue these shares within the next three
years. The size, timing and pricing of any future offering of common stock
have not been determined. However, pricing of any future offering will likely
be based on our then-current market value. Our board of directors may
determine, without further approval by our shareholders, the timing and the
terms and conditions of any such offering.

The table below shows the high and low daily closing prices of the shares
in Chilean pesos and the trading volume of the shares on the Santiago Stock
Exchange for the last five years. It also shows the high and low daily closing
prices of the ADSs on the New York Stock Exchange and the quarterly trading
volume of the ADS for the fourth quarter of 1997 through May of 2001.



|     |                 |  |                                                 |        |                                    |  |        |        |            |  |             |       |            |  |     |         |  |  |  |        |  |  |  |        |  |  |  |        | 
|---- | --------------- |  | ----------------------------------------------- | ------ | ---------------------------------- |  | ------ | ------ | ---------- |  | ----------- | ----- | ---------- |  | --- | ------- |  |  |  | ------ |  |  |  | ------ |  |  |  | ------ | 
|     |                 |  | Quarterly Share Prices on the Chilean Exchanges |        | Quarterly Share Prices on the NYSE
|     |                 |  |                                                 |        |                                   
|     |                 |  | Share                                           |        |                                    |  |        |        |            |  |             |       | ADS        |  | ADS |         |  |  |  |        |  |  | 
|     |                 |  | Volume                                          |        | Ch$ per Share (1)                  |  | Volume |        | Volume(2)  |  | US$ per ADS
|     |                 |  |                                                 |        |                                    |  |        |        |            |  |            
|     |                 |  | (In                                             |        | High                               |  | Low    |        | (Converted |  | (In         |       | (In        |  | Low
|     |                 |  | thousands)                                      |        |                                    |  |        |        | to Shares  |  | thousands)  |       | thousands) |  |    
|     |                 |  |                                                 |        |                                    |  |        |        | in         |  |             |       |            |  |    
|     |                 |  |                                                 |        |                                    |  |        |        | thousands) |  |             |       |            |  |    
|1997 |                 |  |                                                 |        |                                    |  |        |        |            |  |             |       |            |  |     |         |  |  |  |        |  |  |  |        |  |  |  |       
|     | 1st Quarter     |  |                                                 | 32,340 |                                    |  |        | 236    |            |  |             | 415   |            |  |     |        |  |  |  |       |  |  |  |       |  |  |  |       | 
|     | 2nd Quarter     |  |                                                 | 30,652 |                                    |  |        | 385    |            |  |             | 466   |            |  |     |        |  |  |  |       |  |  |  |       |  |  |  |       | 
|     | 3rd Quarter     |  |                                                 | 19,300 |                                    |  |        | 510    |            |  |             | 430   |            |  |     |        |  |  |  |       |  |  |  |       |  |  |  |       | 
|     | 4th Quarter     |  |                                                 | 61,105 |                                    |  |        | 530    |            |  |             | 453   |            |  |     | 162,825 |  |  |  | 10,855 |  |  |  | 18.75  |  |  |  | 16.0   | 
|1998 |                 |  |                                                 |        |                                    |  |        |        |            |  |             |       |            |  |     |         |  |  |  |        |  |  |  |        |  |  |  |       
|     | 1st Quarter     |  |                                                 | 27,899 |                                    |  |        | 530    |            |  |             | 420   |            |  |     | 40,022  |  |  |  | 2,668  |  |  |  | 18.625 |  |  |  | 14.687 | 
|     | 2nd Quarter     |  |                                                 | 27,267 |                                    |  |        | 519    |            |  |             | 430   |            |  |     | 35,435  |  |  |  | 2,362  |  |  |  | 17.75  |  |  |  | 14.375 | 
|     | 3rd Quarter     |  |                                                 | 25,845 |                                    |  |        | 500    |            |  |             | 210   |            |  |     | 59,160  |  |  |  | 3,944  |  |  |  | 16     |  |  |  | 6.625  | 
|     | 4th Quarter     |  |                                                 | 27,035 |                                    |  |        | 455    |            |  |             | 266   |            |  |     | 82,380  |  |  |  | 5,492  |  |  |  | 14.875 |  |  |  | 8.375  | 
|1999 |                 |  |                                                 |        |                                    |  |        |        |            |  |             |       |            |  |     |         |  |  |  |        |  |  |  |        |  |  |  |       
|     | 1st Quarter     |  |                                                 | 19,257 |                                    |  |        | 406    |            |  |             | 280   |            |  |     | 40,896  |  |  |  | 2,726  |  |  |  | 12.875 |  |  |  | 8.5    | 
|     | 2nd Quarter     |  |                                                 | 30,767 |                                    |  |        | 635    |            |  |             | 405   |            |  |     | 15,108  |  |  |  | 1,007  |  |  |  | 18.75  |  |  |  | 12.5   | 
|     | 3rd Quarter     |  |                                                 | 9,227  |                                    |  |        | 665    |            |  |             | 545   |            |  |     | 43,104  |  |  |  | 2,874  |  |  |  | 19.438 |  |  |  | 15.75  | 
|     | 4th Quarter     |  |                                                 | 35,962 |                                    |  |        | 678.51 |            |  |             | 540   |            |  |     | 90,731  |  |  |  | 6,049  |  |  |  | 19.5   |  |  |  | 15     | 
|2000 |                 |  |                                                 |        |                                    |  |        |        |            |  |             |       |            |  |     |         |  |  |  |        |  |  |  |        |  |  |  |       
|     | 1st Quarter     |  |                                                 | 20,300 |                                    |  |        | 800    |            |  |             | 585   |            |  |     | 94,845  |  |  |  | 6,373  |  |  |  | 23.688 |  |  |  | 17.250 | 
|     | 2nd Quarter     |  |                                                 | 19,847 |                                    |  |        | 690    |            |  |             | 540   |            |  |     | 34,527  |  |  |  | 2,302  |  |  |  | 20.188 |  |  |  | 16.00  | 
|     | 3rd Quarter     |  |                                                 | 17,427 |                                    |  |        | 690    |            |  |             | 600   |            |  |     | 39,758  |  |  |  | 2,650  |  |  |  | 18.688 |  |  |  | 15.938 | 
|     | 4th Quarter     |  |                                                 | 20,020 |                                    |  |        | 685    |            |  |             | 570   |            |  |     | 39,091  |  |  |  | 2,273  |  |  |  | 18.375 |  |  |  | 14.938 | 
|2001 |                 |  |                                                 |        |                                    |  |        |        |            |  |             |       |            |  |     |         |  |  |  |        |  |  |  |        |  |  |  |       
|     | 1st Quarter     |  |                                                 | 37,078 |                                    |  |        | 665    |            |  |             | 530   |            |  |     | 54,815  |  |  |  | 3,654  |  |  |  | 17.3   |  |  |  | 13.125 | 
|     | 2nd Quarter     |  |                                                 | 27,954 |                                    |  |        | 650    |            |  |             | 482   |            |  |     | 44,631  |  |  |  | 2,975  |  |  |  | 16     |  |  |  | 11.9   | 
|     | 3rd Quarter     |  |                                                 | 55,106 |                                    |  |        | 680    |            |  |             | 487   |            |  |     | 57,387  |  |  |  | 3,826  |  |  |  | 15.14  |  |  |  | 10.5   | 
|     | 4th Quarter     |  |                                                 | 61,158 |                                    |  |        | 600    |            |  |             | 476   |            |  |     | 74,802  |  |  |  | 4,987  |  |  |  | 13.32  |  |  |  | 10.1   | 
|     |                 |  |                                                 |        |                                    |  |        |        |            |  |             |       |            |  |     |         |  |  |  |        |  |  |  |        |  |  |  |       
|2002 |                 |  |                                                 |        |                                    |  |        |        |            |  |             |       |            |  |     |         |  |  |  |        |  |  |  |        |  |  |  |       
|     | 1st Quarter     |  |                                                 | 39,604 |                                    |  |        | 650    |            |  |             | 519   |            |  |     | 56,745  |  |  |  | 3,783  |  |  |  | 14.75  |  |  |  | 11.5   | 
|     | 2nd Quarter     |  |                                                 | 68,598 |                                    |  |        | 663.04 |            |  |             | 540   |            |  |     | 90,090  |  |  |  | 6,006  |  |  |  | 15.4   |  |  |  | 11.82  | 
|     | 3rd Quarter     |  |                                                 | 56,221 |                                    |  |        | 560.56 |            |  |             | 439.9 |            |  |     | 54,195  |  |  |  | 3,613  |  |  |  | 12     |  |  |  | 8.7    | 
|     | 4th Quarter     |  |                                                 | 70,856 |                                    |  |        | 497    |            |  |             | 385   |            |  |     | 50,175  |  |  |  | 3,345  |  |  |  | 10.74  |  |  |  | 7.5    | 
|2003 |                 |  |                                                 |        |                                    |  |        |        |            |  |             |       |            |  |     |         |  |  |  |        |  |  |  |        |  |  |  |       
|     | 1st Quarter (3) |  |                                                 | 87,051 |                                    |  |        | 493.9  |            |  |             | 403.9 |            |  |     | 96,585  |  |  |  | 6,439  |  |  |  | 10.25  |  |  |  | 8      | 
|     | December 2002   |  |                                                 | 25,050 |                                    |  |        | 497    |            |  |             | 430   |            |  |     | 13,560  |  |  |  | 904    |  |  |  | 10.74  |  |  |  | 9.43   | 
|     | January 2003    |  |                                                 | 25,380 |                                    |  |        | 493.9  |            |  |             | 460   |            |  |     | 38,815  |  |  |  | 2,588  |  |  |  | 10.25  |  |  |  | 9.2    | 
|     | February 2003   |  |                                                 | 37,622 |                                    |  |        | 493.9  |            |  |             | 405.4 |            |  |     | 32,390  |  |  |  | 2,159  |  |  |  | 9.78   |  |  |  | 8.69   | 
|     | March 2003      |  |                                                 | 24,049 |                                    |  |        | 464.4  |            |  |             | 403.9 |            |  |     | 25,381  |  |  |  | 1,692  |  |  |  | 8.91   |  |  |  | 8      | 
|     | April 2003      |  |                                                 | 24,443 |                                    |  |        | 500    |            |  |             | 391.5 |            |  |     | 39,065  |  |  |  | 2,604  |  |  |  | 10.49  |  |  |  | 8.18   | 
|     | May 2003        |  |                                                 | 30,776 |                                    |  |        | 575    |            |  |             | 495   |            |  |     | 53,467  |  |  |  | 3,564  |  |  |  | 12.32  |  |  |  | 10.5   | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

|     |                 |  |                                       |    |                     |  |     |       |  |  |   |      | 
|---- | --------------- |  | ------------------------------------- | -- | ------------------- |  | --- | ----- |  |  | - | ---- | 
|     |                 |  | Quarterly Share Prices on the Latibex
|     |                 |  |                                      
|     |                 |  | Share                                 |    |                     |  |     |       |  |  |  
|     |                 |  | Volume(4)                             |    | Euro$ per 15 shares
|     |                 |  |                                       |    |                    
|     |                 |  | (In                                   |    | High                |  | Low
|     |                 |  | thousands)                            |    |                     |  |    
|     |                 |  |                                       |    |                     |  |    
|     |                 |  |                                       |    |                     |  |    
|1997 |                 |  |                                       |    |                     |  |     |       |  |  |   |     
|     | 1st Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 2nd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 3rd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 4th Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|1998 |                 |  |                                       |    |                     |  |     |       |  |  |   |     
|     | 1st Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 2nd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 3rd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 4th Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|1999 |                 |  |                                       |    |                     |  |     |       |  |  |   |     
|     | 1st Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 2nd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 3rd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 4th Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|2000 |                 |  |                                       |    |                     |  |     |       |  |  |   |     
|     | 1st Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 2nd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 3rd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 4th Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|2001 |                 |  |                                       |    |                     |  |     |       |  |  |   |     
|     | 1st Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 2nd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 3rd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 4th Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     |                 |  |                                      |    |                     |  |    |       |  |  |  |     
|2002 |                 |  |                                      |    |                     |  |    |       |  |  |  |     
|     | 1st Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 2nd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 3rd Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | 4th Quarter     |  |                                       |   |                     |  |     |      |  |  |   |     | 
|2003 |                 |  |                                       |    |                     |  |     |       |  |  |   |     
|     | 1st Quarter (3) |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | December 2002   |  |                                       |   |                     |  |     |      |  |  |   |     | 
|     | January 2003    |  |                                       | 21 |                     |  |     | 9.74  |  |  |   | 8.6  | 
|     | February 2003   |  |                                       | 20 |                     |  |     | 9.00  |  |  |   | 8.11 | 
|     | March 2003      |  |                                       | 21 |                     |  |     | 8.30  |  |  |   | 7.40 | 
|     | April 2003      |  |                                       | 20 |                     |  |     | 9.15  |  |  |   | 7.62 | 
|     | May 2003        |  |                                       | 21 |                     |  |     | 10.70 |  |  |   | 9.21 | 



---

|(1) |  | Chilean pesos per share reflect nominal price at trade date per share of
Common Stock; the price has not been restated in constant Chilean pesos.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Trading began on October 8, 1997.                                                                                                                
|   
|(3) |  | Through March 31, 2003.
Source: Santiago Stock Exchange Official Quotations Bulletin, Bolsa
Electrónica, Bolsa de Valparaíso, NYSE.              
|   
|(4) |  | Trading began on December 18, 2002.                                                                                                              

72



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##### Table of Contents



The Chilean stock exchanges are substantially smaller, less liquid and
more volatile than major securities markets in the United States. The Santiago
Stock Exchange had a market capitalization of approximately US$47.7 billion
(Ch$34.273 billion) as of December 31, 2002 and an average monthly trading
volume of US$284 million during 2002. Trading activity on the Santiago Stock
Exchange is on average substantially less than that on the principal national
securities exchanges in the United States. For the year ended December 31,
2002, the percentage of securities listed on the Santiago Stock Exchange that
traded on an average of 90% or more of the trading days was approximately
10.8%. We estimate that for the year ended December 31, 2002, our shares were
traded on the Santiago Stock Exchange on an average of approximately 99.6% of
such trading days.

On December 31, 2002, the closing sales price for our shares on the
Santiago Stock Exchange was Ch$490 per share and US$10 per ADS. At December
31, 2002, there were 11,231,633 ADSs (equivalent to 168,474,495 shares). Such
ADSs represented at such date 12.21% of the total number of issued and
outstanding shares.




Item 10. ADDITIONAL INFORMATION

Bylaws

General.Our authorized capital consists of 1,380,000,000 shares, each
without par value. On December 31, 2002, all of the shares were issued, fully
paid and non-assessable. Our stated objective is to:



| |  |  | maintain and improve our leadership position in our core business
area, as well as to be the best, most efficient and most profitable
retailer in the region;                                
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | capture and develop new business opportunities that will allow for
sustained growth in the future;                                                                                           
|
| |  |  | run a profitable business that will create value for our
shareholders and contribute to economic development in our country; and                                                             
|
| |  |  | emphasize clear corporate governance rules and accountability to
maintain shareholders confidence and attract new investors for the
continued growth and long-term endurance of our company.

Shareholders Meetings. Our annual shareholders meeting is held within
four months of the end of our fiscal year, generally in April, but, in any
case, following the preparation of our financial statements for the previous
fiscal year. Extraordinary shareholders meetings can be called by the board
when, in its judgment, a meeting of the shareholders is warranted.
Shareholders representing 10% of our total share capital may request that the
board call a general or extraordinary shareholders meeting. Only shareholders
of record as of five days prior to a meeting of shareholders will be allowed to
vote on matters presented at that meeting.

Resolutions may be adopted at the annual meeting of shareholders by an
absolute majority of the shares present at that meeting. Resolutions that
amend our bylaws to allow the merger or sale of our company, change of our
corporate form, amendment of the terms of our terms of existence, acceleration
of our dissolution, change of our legal domicile, reduction of our capital,
approval of contributions and their assessment whenever consisting of assets
other than money, amendment of the rights reserved for a general shareholders
meeting, amendment of the boards authority, decrease in the number of board
members, disposition of a substantial portion of our assets or amendment of our
distribution preferences may only be adopted in an extraordinary shareholders
meeting by the vote of at least two-thirds of all outstanding shares.

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Share Capital

Common Shares

As of December 31, 1999, the total number of outstanding shares was
1,378,259,790, with a balance of 1,740,210 shares remaining from the capital
increase of October 1997, still to be subscribed and paid for. In July 2000,
these shares were subscribed and paid for, and we received Ch$1,166,586 in
proceeds for them. Thus, at December 31, 2001 (and at the date hereof), we had
and have 1,380,000,000 shares outstanding. Our only outstanding voting
securities are the shares.

At a shareholders meeting held on May 23, 2002, our shareholders approved
a capital increase in the amount of Ch$163,622,500,000 through the issuance of
250 million no-par value payment shares of a single series. As a result, our
capital increased from Ch$208,528,749,431, represented by 1,380 million no-par
value common shares, to Ch$372,151,249,431, represented by 1,630 million common
shares. We plan to issue these shares within the next three years. The size,
timing and pricing of any future offering of common stock have not been
determined. However, pricing of any future offering will likely be based on
our then-current market value. Our board of directors may determine, without
further approval by our shareholders, the timing and the terms and conditions
of any such offering.

Voting

Holders of common stock are entitled to one vote for each share of record
on all maters submitted to a vote of our shareholders.

American Depositary Shares

At December 31, 2002, we had 11,231,633 ADSs issued and outstanding,
equivalent to 168,474,495 shares, which represented 12.21% of the total shares
of our company. Each ADS represents 15 shares of common stock.

Material Contracts

The Deposit Agreement

American Depositary Receipts (ADRs) evidencing American Depositary Shares
(ADSs) are issuable by the Morgan Guaranty Trust Company of New York, as
depositary (the Depositary), pursuant to the terms of the Deposit Agreement
dated as of October 7, 1997 (the Deposit Agreement) among our company, the
Morgan Guaranty Trust Company of New York and the registered holders from time
to time of the ADRs issued thereunder. Each ADS represents the right to
receive fifteen (15) shares deposited under the Deposit Agreement with Banco
Santiago, the principal offices of which are located at Bandera 201, Santiago,
Chile, as custodian under the Deposit Agreement. An ADR may evidence any
number of ADSs. Only persons in whose names ADRs are registered on the books
of the Depositary will be treated by the Depositary and us as holders of ADRs.
Copies of the Deposit Agreement are available for inspection at the principal
office of the Depositary in New York, which is presently located at 60 Wall
Street, New York, New York 10260. See Exhibit 2.4  Deposit Agreement.

Chilean Bond Offer

In December 2000, we issued bonds in the Chilean securities market that
amounted to US$127 million. The proceeds of this bond issuance were used to
pay off the total amount of our syndicated loan. Under the agreement governing
these bonds, we are bound by certain covenants, the most important of which
require us to maintain certain levels with respect to financial leverage,
assets free from encumbrances and coverage of financial expenses. Under the
Bond Issue Agreement, dated October 17,

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2000, between us and the Banco de Chile, we are bound by certain
covenants, the most important of which require us to maintain certain levels
with respect to financial leverage, assets free from encumbrances and coverage
of financial expenses.

Commercial Paper Offering

We initiated a partial debt restructuring in 2002 that included the
issuance of commercial paper in the amount of UF 2,150,000 to refinance
short-term loans made under existing lines of credit. See Exhibit 12.4-Offering
Circular and Amendments

Exchange Controls

The Central Bank of Chile is responsible for, among other things, monetary
policy and exchange controls in Chile. Appropriate registration of a foreign
investment in Chile permits the investor access to Chiles Mercado Cambiario
Formal(the Formal Exchange Market). Foreign investments can be registered
with the Foreign Investment Committee under Decree Law 600 of 1974, or can be
registered with the Central Bank of Chile under Chapter XIV of the Compendium
and the Central Bank Act. The Central Bank of Chile Act is an organic
constitutional law requiring a special majority vote of the Chilean Congress
to be modified.

Equity investments in Chile by persons who are not Chilean residents are
generally subject to various exchange-control regulations which restrict the
repatriation and earnings of the investment. The securities, however, are the
subject of a contract (the Foreign Investment Contract) among Morgan Guaranty
Trust Company of New York (in its capacity as the depositary for shares
represented by the ADSs, the Depository), us and the Central Bank of Chile.
Pursuant to Article 47 of the Central Bank of Chile Act and Chapter XXVI of the
Compendium of Foreign Exchange Regulations of the Central Bank of Chile
(Chapter XXVI), which addresses the issuances of ADSs by a Chilean company,
the Foreign Investment Contract is intended to grant the Depositary and the
holders of the ADSs access to the Formal Exchange Market. See Exhibit 2.5 
Foreign Investment Contract.

Absent the Foreign Investment Contract, under applicable Chilean exchange
controls, investors would not be granted access to the Formal Exchange Market
for the purpose of converting from Chilean pesos to U.S. dollars and
repatriating from Chile amounts received with respect to deposited shares or
shares withdrawn from deposit on surrender of ADSs (including amounts received
as cash dividends and proceeds from the sale in Chile of the underlying shares
and any rights with respect thereto). The following is a summary of certain
material provisions that are contained in the Foreign Investment Contract, a
copy of which was filed as an exhibit to a Registration Statements on Form F-1
(insert file number). This summary does not purport to be complete and is
qualified by reference to Chapter XXVI and the Foreign Investment Contract.

Under Chapter XXVI and the Foreign Investment Contract, the Central Bank
of Chile has agreed to grant to the Depositary, on behalf of ADR holders, and
to any non-Chilean resident investor who withdraws shares upon delivery of ADSs
(Withdrawn Shares) access to the Formal Exchange Market to convert pesos to
dollars (and to remit such dollars outside of Chile) in respect of shares
represented by ADSs or Withdrawn Shares, including amounts received as:



| |  |  | cash dividends;                                                                                                                                                                                                                                                                                                                                                                 
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | proceeds from the sale in Chile of Withdrawn Shares, or from shares
distributed because of our liquidation, merger or consolidation,
subject to receipt by the Central Bank of Chile of a certificate from
the holder of the Withdrawn Shares (or from an institution authorized
by the Central Bank of Chile) that such holders residence and domicile
are outside Chile and a

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| |   |  | certificate from a Chilean stock exchange (or from a brokerage or
securities firm established in Chile) that such Withdrawn Shares were
sold on a Chilean exchange;   
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | proceeds from the sale in Chile of preemptive rights to subscribe for additional shares;                                                                              
|
| |  |  | proceeds from our liquidation, merger or consolidation; and                                                                                                           
|
| |  |  | other distributions, that result from holding shares represented by
ADSs or Withdrawn Shares, including without limitation, those resulting
from any recapitalization.

Transferees of Withdrawn Shares are not entitled to any of the foregoing
rights under Chapter XXVI, unless the Withdrawn Shares are redeposited with the
Depositary. Investors receiving Withdrawn Shares in exchange for ADSs have the
right to redeposit such shares in exchange for ADSs, provided that the
conditions to redeposit are satisfied.

Chapter XXVI provides that access to the Formal Exchange Market in
connection with dividend payments will be conditioned upon our certification to
the Central Bank of Chile that a dividend payment has been made and that any
applicable tax has been withheld. Chapter XXVI also provides that the access
to the Formal Exchange Market, in connection with the sale of Withdrawn Shares
or distributions thereon, will be conditioned upon receipt by the Central Bank
of Chile of certification by the Depositary that such shares have been
withdrawn in exchange for the pertinent ADSs and receipt of a waiver of the
benefit of the Foreign Investment Contract with respect thereto until such
Withdrawn Shares are redeposited.

Chapter XXVI and the Foreign Investment Contract provide that a person who
brings foreign currency into Chile to purchase shares with the benefit of the
Foreign Investment Contract must convert such currency into pesos on the date
of entry and has five business days from such date to invest in shares in order
to receive the benefits of the Foreign Investment Contract. If such person
decides not to acquire shares within such period, he can access the Formal
Exchange Market to reacquire dollars, provided that the applicable request is
presented to the Central Bank of Chile within seven days of the initial
conversion into pesos. Shares acquired as described above may be deposited for
ADSs and receive the benefits of the Foreign Investment Contract, subject:



| |  |  | to receipt by the Central Bank of Chile of a certificate from the
Depositary that such deposit has been effected and that the related
ADSs have been issued; and           
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | receipt by the Custodian of a declaration from the person making
such deposit waiving the benefits of the Foreign Investment Contract
with respect to the deposited Shares.

Access to the Formal Exchange Market under any of the circumstances
described above is not automatic. Pursuant to Chapter XXVI, such access
requires approval of the Central Bank of Chile based on a request for such
approval presented through a banking institution established in Chile. The
Foreign Investment Contract provides that if the Central Bank of Chile has not
acted on such request within seven banking days, the request will be deemed
approved.

Pursuant to current Chilean law, the Foreign Investment Contract cannot be
amended unilaterally by the Central Bank of Chile. Additionally, there are
judicial precedents (which are not binding with respect to future judicial
decisions) indicating that the Foreign Investment Contract may not be abrogated
by future legislative changes. There can be no assurance, however, that
additional Chilean restrictions applicable to the holders of ADSs, to the
disposition of underlying shares or to the repatriation of the proceeds from
such disposition will not be imposed in the future, nor can there be any
assessment of the duration or impact of such restrictions if imposed. If for
any reason, including changes in the Foreign
76Table of Contents

Investment Contract or Chilean Law, the Depositary were unable to convert
pesos to dollars, investors would receive dividends or other distributions in
pesos.

Other Limitations

Dividends Policy

In accordance with Chilean law, we must distribute cash dividends equal to
at least 30% of our annual net income calculated in accordance with Chilean
GAAP, unless otherwise decided by a unanimous vote of the holders of the
shares, and unless, and except to the extent, that we have accumulated losses.
If there is no net income in a given year, we can elect, but are not legally
obligated to, distribute dividends out of retained earnings. Shareholders who
do not expressly elect to receive a dividend other than in cash are legally
presumed to have decided to receive the dividend in cash. A U.S. holder of
ADSs may, in the absence of an effective registration statement under the
Securities Act or an available exemption from the registration requirement
thereunder, effectively be required to elect to receive a dividend in cash.

Exchange Rates

All payments and distributions with respect to ADSs must be transacted in
the Formal Exchange Market.

Share Capital

Under Article 12 of the Securities Market Law and Circular 585 of the
Chilean Superintendencia de Valores y Seguros(the SVS), certain information
regarding transactions in shares of publicly held companies must be reported to
the SVS and the Chilean stock exchanges. Since the ADSs are deemed to
represent the underlying shares, transactions in ADSs will be subject to these
reporting requirements. Shareholders of a publicly held corporation are
required to report the following to the SVS and the Chilean stock exchanges:



| |  |  | any direct or indirect acquisition or sale of shares or options to
buy or sell shares, in any amount, if made by a holder of 10% or more
of the publicly-held corporations capital;             
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | any direct or indirect acquisition or sale of shares or options to
buy or sell shares, in any amount, if made by a director, receiver,
senior officer, C.E.O. or manager of such corporation; and
|
| |  |  | any direct or indirect acquisition of shares resulting in a person
acquiring, directly or indirectly, 10% or more of a publicly held
corporations share capital.                                

A beneficial owner of ADSs representing 10% or more of our share capital
will be subject to these reporting requirements under Chilean law.

Under Article 54 of the Securities Market Law, persons or entities aiming
to acquire direct or indirect control of an open stock corporation are also
required to:



| |  |  | send a written communication to the target corporation, the
entities controlled by such corporation or the entities that control
such corporation, as well as to the SVS and the Chilean stock
exchanges, and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | inform the general public, in advance, through notice published in
two Chilean newspapers of national distribution.                                                                                          

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This written communication and notice must be published at least ten business
days in advance of the date of the execution of the documents that will entitle
the person to acquire control of the open stock corporation, and, in all cases,
concurrently with the commencement of negotiations that include delivery of
information and documentation about the corporation. The content of the notice
and written communication are determined by SVS regulations and include, among
other information, the identification of persons or entities purchasing or
selling, the price as well as the other essential conditions of negotiation.

Title XV of the Securities Market Law sets forth the basis for determining
what constitutes control, a direct holding and a related party, while Title XXV
establishes a special procedure for acquiring control of an open stock
corporation.

The Chilean Companies Act requires Chilean companies to offer existing
shareholders the right to purchase a sufficient number of shares to maintain
their existing ownership percentage of such company whenever such company
issues new shares. United States holders of ADSs are not entitled to exercise
preemptive rights unless a registration statement under the Securities Act is
effective with respect to such rights or an exemption from the registration
requirement for such rights is available. At the time of any preemptive rights
offering, we intend to evaluate the costs and potential liabilities associated
with any such registration statement, as well as the indirect benefits to it
from enabling the exercise by the holders of ADSs of such preemptive rights and
any other factors we consider appropriate at the time, and then to make a
decision as to whether to file such a registration statement. No assurance can
be given that any registration statement would be filed. If no registration
statement is filed and no exemption from the registration requirements of the
Securities Act is available, the Depositary will sell such holders preemptive
rights and distribute the proceeds from the sale of such rights in a secondary
market, if a market for such rights exists and a premium can be recognized over
the cost of such sale. Should the Depositary not be permitted or otherwise be
unable to sell such preemptive rights, the rights may be allowed to lapse with
no consideration received.

Dissenting Shareholders

The Chilean Companies Act provides that, upon the adoption at an
extraordinary meeting of shareholders of any of the resolutions enumerated
below, dissenting shareholders acquire the right to withdraw from a Chilean
issuer and to compel that issuer to repurchase their shares, subject to the
fulfillment of certain terms and conditions described below. In order to
exercise such rights, holders of ADSs must first withdraw the shares
represented by their ADSs pursuant to the terms of the Depositary Agreement.
Dissenting shareholders are defined as those who vote against a resolution
which results in the withdrawal right, or if absent at such a meeting, those
who stated their opposition to such resolution in writing to the issuer within
30 days of its adoption. Dissenting shareholders must perfect their withdrawal
rights by tendering their stock to the issuer within 30 days after adoption of
the resolution.

The resolutions that result in a shareholders right to withdraw are the
following:



| |  |  | the transformation of the issuer into an entity which is not a
stock corporation governed by the Chilean Companies Act;                                                  
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the merger of the issuer with and/or into another company;                                                                                                               
|
| |  |  | the sale of 50% or more the assets of the issuer; whether or not
its liabilities are included, or the formulation of a business plan
contemplating a sale on those terms;
|
| |  |  | creation of personal securities or asset-backed securities for the
purpose of guaranteeing third-party obligations in excess of 50% of the
companys assets;             

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| |  |  | the creation of preferential rights for a class of shares or an
amendment to those already existing, in which case the right to
withdraw only accrues to the dissenting shareholders of the class or
classes of shares adversely affected;                  
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the creation of preferential rights for a class of shares or an
amendment to preferential rights already existing, in which case the
right to withdraw only accrues to the dissenting shareholders of the
class or classes of shares adversely affected; and
|
| |  |  | such other resolutions as may be established by an issuers bylaws
(no such additional resolutions currently are specified in the Bylaws
of our company).                                                                                                   

Under Article 69 BIS of the Chilean Companies Act, the right to withdraw
is also granted to shareholders, other than the Administradoras de Fondos de
Pensiones (AFPs), subject to certain terms and conditions, if we become
controlled by the Chilean government, directly or through any of its agencies,
and if two independent rating agencies downgrade the rating of our stock from
first class due to certain actions specified in Article 69 BIS and actions
undertaken by us or the Chilean Government that negatively and substantially
affect our earnings. Shareholders must perfect their withdrawal rights by
tendering their stock to us within 30 days of the date of the publication or of
the new rating by two independent rating agencies. If the withdrawal right is
exercised by a shareholder invoking Article 69 BIS, the price paid to the
dissenting shareholder shall be the weighted average of the shares sales price
as reported on the stock exchanges on which our shares are quoted for the
six-month period preceding the publication of the new rating by two independent
rating agencies. If the SVS determines that the shares are not actively
traded, the price shall be book value calculated as described above.

Voting Shares of Common Stock

The Depositary will mail a notice to all holders containing the
information (or a summary thereof) included in any notice of a shareholders
meeting received by the Depositary, a statement that each holder of ADSs at the
close of business on a specified record date will be entitled, subject to
Chilean law or the regulations and provisions governing deposited shares, to
instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the deposited securities represented by the ADSs evidenced by
such holders ADSs and a brief statement as to the manner in which each such
holder may instruct the Depositary to exercise voting rights in respect of
shares represented by ADSs held by the holders. Holders on the record date set
by the Depositary are entitled to instruct the Depositary in writing, subject
to the terms of Chilean law, the Bylaws and the Deposit Agreement, as to the
exercise of voting rights attached to the deposited shares, and upon receipt of
such instructions, the Depositary will endeavor, insofar as practicable, to
vote or cause to be voted the shares underlying such holders ADSs in
accordance with such written instructions.

The Depositary has agreed not to, and shall instruct the Custodian and
each of its nominees, if any, not to vote the shares evidenced by an ADS other
than in accordance with such written instructions from the holder. The
Depositary may not itself exercise any voting discretion over any shares. If
no instructions are received by the Depositary from any holder with respect to
any of the deposited securities represented by the ADSs evidenced by such
holders ADSs on or before the date established by the Depositary for such
purpose, the Depositary shall deem such holder to have instructed the
Depositary to give a discretionary proxy to a person designated by us to vote
the underlying shares.

Disclosure

Holders of ADSs are subject to certain provisions of the rules and
regulations promulgated under the Exchange Act relating to the disclosure of
interests in the shares. Any holder of ADSs who is or becomes directly or
indirectly interested in 5% (or such other percentage as may be prescribed by
law or
79Table of Contents

regulation) or more of the outstanding shares must notify us, any U.S.
securities exchange on which the ADSs or shares are traded and the Securities
and Exchange Commission (as required by such rules and regulations) within ten
days after becoming so interested and thereafter upon certain changes in such
interests. In addition, holders of ADSs are subject to the reporting
requirements contained in Articles 12 and 54 and Title XV of the Securities
Market Law, which provisions may apply when a holder beneficially owns 10% or
more of the shares or has the intention of taking control of us.

Chilean Tax Considerations

The following discussion summarizes the material Chilean income tax
consequences of an investment in our common stock or ADSs by an individual who
is not domiciled or resident in Chile or a legal entity that is not organized
under the laws of Chile and does not have a permanent establishment located in
Chile (a Foreign Holder). This discussion is based upon Chilean income tax
laws presently in force, including Ruling No. 324 of January 29, 1990 of the
Chilean Internal Revenue Service and other applicable regulations and rulings.
The discussion is not intended as tax advice to any particular investor, which
can be rendered only in light of that investors particular tax situation.
PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS ABOUT THE CHILEAN TAX
CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF ADSs OR SHARES.
Under Chilean law, tax rates applicable to foreign investors, the computation
of taxable income for Chilean purposes and the manner in which Chilean taxes
are imposed and collected may only be established or amended by another
statute. In addition, the Chilean tax authorities enact rulings and
regulations of both general and specific application and interpret the
provisions of Chilean tax law. Chilean tax may not be assessed retroactively
against taxpayers who rely in good faith on such rulings, regulations and
interpretations, but Chilean tax authorities may change such rulings,
regulations and interpretations. There is no income tax treaty in force
between Chile and the United States.

Cash Dividends and Other Distributions

Cash dividends paid by our company with respect to the ADSs or shares held
by a Foreign Holder will be subject to a 35% Chilean withholding tax, which is
withheld and paid to the Chilean tax authorities by us (the Withholding Tax).
A credit against the Withholding Tax is available based on the level of
corporate income tax actually paid by us on the income to be distributed (the
First Category Tax). However, since the amount of First-Category Tax we pay
is added to the taxable base in calculating the Withholding Tax, the overall
tax burden to the holder will be 35%, regardless of whether we register a tax
profit, with the corresponding credit for First-Category Tax paid, or a tax
loss. Full applicability of the First Category-Tax Credit at the 16.5% rate
results in an effective dividend withholding tax rate of 22.16%. Consequently,
the effective withholding tax rate with respect to dividends fluctuates between
22.16% and 35%, depending on whether or not the dividends are attributable to
taxable profits that were subject to First-Category Tax at the corporate level.

Under Chilean income tax law, dividends generally are assumed to have been
paid out of our oldest retained profits for the purpose of determining the
level of First-Category Tax that we paid. For information as to our retained
earnings for tax purposes and the tax credit available on the distribution of
such retained earnings, see Note 14 to the audited consolidated financial
statements.

For dividends attributable to our profits during years when the
First-Category Tax was 10% (before 1991), the effective dividend Withholding
Tax rate will be 27.8%. However, whether the First-Category Tax is 10% or
16.5%, the effective overall tax burden imposed on our distributed profits will
be 35%.

When the First-Category Tax credit is available, it does not reduce the
Withholding Tax on a one-for-one basis because it also increases the base on
which the Withholding Tax is imposed. In addition, if

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we distribute less than all of our distributable taxable income, the
credit for First Category Tax is used proportionately. Presently, the
First-Category Tax rate is 16.5%. (As of the year 2002, the First Category Tax
rate will gradually increase until it reaches 17%. Therefore, in 2003 the rate
will be 16.5%, and beginning in 2004 it will be 17%.) The example below
illustrates the effective Chilean Withholding Tax burden on a cash dividend
received by a foreign holder, assuming a Withholding Tax rate of 35%, an
effective First-Category Tax rate of 16.5% and a distribution of 30% of our
consolidated net income distributable after payment of the First-Category Tax.

|                                                                                         |  |  |       |  
|---------------------------------------------------------------------------------------- |  |  | ----- | -
|D&S taxable income                                                                       |  |  | 100   |  
|First Category Tax (16.5% of Ch$100)                                                     |  |  | -16.5 |  
|Net distributable income                                                                 |  |  | 83.5  |  
|                                                                                         |  |  |       |  
|Dividend distributed (30% of net distributable income)                                   |  |  | 25.1  |  
|Withholding Tax (35% of the sum of Ch$25.2 dividend
plus Ch$4.8 First Category Tax paid) |  |  | -10.5 |  
|Credit for 16.5% of First Category Tax paid                                              |  |  | 4.95  |  
|                                                                                         |  |  |       |  
|Net additional tax withheld                                                              |  |  | 5.55  |  
|                                                                                         |  |  |       |  
|Net dividend received                                                                    |  |  | 19.55 |  
|                                                                                         |  |  |       |  
|Effective dividend withholding rate                                                      |  |  | 22.16 | %
|                                                                                         |  |  |       |  

In general, the effective dividend Withholding Tax rate, after giving
effect to the credit for the First-Category Tax, can be calculated using the
following formula:

|                                         |  |                                                   
|---------------------------------------- |  | --------------------------------------------------
|Effective dividend Withholding Tax Rate= |  | (Withholding Tax Rate)  (First Category Tax Rate)
|                                         |  |                                                   
|                                         |  | 1  (First Category Tax Rate)                     

Dividend distributions made in property would be subject to the same
Chilean tax rules as cash dividends. Stock dividends are not subject to
Chilean taxation.

Capital Gains

Gain from the sale or exchange of ADSs (or ADRs evidencing ADSs) outside
of Chile, including those traded on the Santiago Stock Exchange Offshore
Market, will not be subject to Chilean taxation. The deposit and withdrawal of
common shares in exchange for ADRs will not be subject to any Chilean taxes.

Gain recognized on a sale or exchange of shares (as distinguished from
sales or exchanges of ADSs representing such shares) will be subject to both
the First-Category Tax and the Withholding Tax (the former being creditable
against the latter) if either:



| |  |  | the foreign holder has held the shares for less than one year since
exchanging the ADSs for the common shares;                  
| | - |  | --------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the foreign holder acquired and disposed of the shares in the
ordinary course of its business or as a habitual trader of shares;
|
| |  |  | the foreign holder and the purchaser of the shares are related parties.                                                       

For these purposes, a related party is an entity in which the foreign holder is:



| |  |  | a partner;                                                   
| | - |  | -------------------------------------------------------------
|
| |  |  | a shareholder if the entity is a closed stock corporation; or

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| |  |  | a shareholder with more than 10% of the shares if the entity is an open stock corporation.
| | - |  | ------------------------------------------------------------------------------------------

In all other cases, gain on the disposition of shares will be subject to a
flat 16.5% First-Category Tax, and no Withholding Tax will apply.

The tax basis of our common shares received in exchange for ADRs generally
will be the acquisition value of those shares on the date of the exchange,
adjusted according to the Chilean Consumer Price Index (domestic inflation)
variation between the month preceding the exchange and the month preceding the
sale. The valuation procedure set forth in the deposit agreement, which values
common shares that are being exchanged at the highest price at which they trade
on the Santiago Stock Exchange on the date of the exchange, will determine the
acquisition value for this purpose. Consequently, the conversion of ADRs into
common shares and the immediate sale of those common shares for no more than
the value established under the deposit agreement will not generate a gain
subject to Chilean taxation.

Notwithstanding the foregoing, in accordance with a Chilean Internal
Revenue Service ruling (Oficio No.3708/99), if a foreign holder sells the
common shares received in exchange for ADRs on a Chilean Stock Exchange, within
two business days prior to the date on which the share transfer with respect to
the exchange for ADRs is registered in Santiagos registry, the acquisition
value is permitted to be the price at which the shares were sold, as evidenced
by the invoice issued by the stockbroker with respect to the sale.
Consequently, such a sale would not generate a gain subject to taxation in
Chile.

The exercise of preemptive rights relating to our common shares will not
be subject to Chilean taxation. Any gain on the sale or assignment of
preemptive rights relating to the common shares will be subject to both the
First-Category Tax and the Withholding Tax (the former being creditable against
the latter).

Other Chilean Taxes

There are no Chilean inheritance, gift or succession taxes applicable to
the ownership, transfer or disposition of ADRs by a foreign holder, but such
taxes generally will apply to the transfer at death or by gift of the shares by
a foreign holder. There are no Chilean stamp, issue, registration or similar
taxes or duties payable by holders of ADRs or shares.

United States Tax Considerations

The following discussion summarizes the material United States federal
income tax consequences of an investment in ADSs or shares by U.S. holders (as
defined below). This discussion is intended only as a descriptive summary, and
does not purport to be a complete analysis or listing of all possible tax
considerations. The discussion deals only with ADSs and shares held as capital
assets and does not address any special United States tax consequences that may
be applicable to U.S. holders, who are subject to special situations such as
those of dealers in securities or currencies, traders in securities that elect
to use a mark-to-market method of accounting for their securities holdings,
financial institutions, tax-exempt entities, insurance companies, persons
holding ADSs or shares as part of a hedging, integrated, conversion,
constructive sale transaction or a straddle, persons owning 10% of our voting
stock, persons subject to the alternative minimum tax, or persons whose
functional currency is not the United States dollar. Furthermore, the
discussion below is based upon the provisions of the United States Internal
Revenue Code of 1986, as amended (the Code), and regulations, rulings and
judicial decisions thereunder as of the date hereof, and such authorities may
be repealed, revoked or modified so as to result in the United States federal
income tax consequences different from those discussed below.
82Table of Contents

If a partnership holds ADSs or shares, the tax treatment of a partner will
generally depend upon the status of the partner and the activities of the
partnership. Partners in a partnership holding ADSs or shares should consult
their tax advisors.

PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS ABOUT THE UNITED
STATES FEDERAL, STATE, AND LOCAL TAX CONSEQUENCES TO THEM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF ADSs OR SHARES OF COMMON STOCK.

As used herein, the term U.S. holder means a beneficial owner of ADSs or
shares that is for United States federal income tax purposes: (i) a United
States citizen or resident; (ii) a corporation or partnership created or
organized in or under the laws of the United States or any political
subdivision thereof; (iii) an estate, the income of which is subject to United
States federal income taxation regardless of its source; or (iv) a trust if it
(x) is subject to the supervision of a court within the United States and one
or more United States persons have the authority to control all substantial
decisions of the trust or (y) has a valid election in effect under applicable
United States Treasury regulations to be treated as a United States person.

If the obligations contemplated by the Depositary Agreement and any
related agreement are performed in accordance with their terms, holders of ADSs
(or ADRs evidencing ADSs) generally will be treated, for United States federal
income tax purposes, as the owners of the underlying shares represented by such
ADSs.

Taxation of Dividends and Other Distributions

The gross amount of dividends (including the amount of any Chilean taxes
withheld) paid to U.S. holders with respect to ADSs or shares generally will be
treated as dividend income to such holders, to the extent paid out of current
or accumulated earnings and profits, as determined under United States federal
income tax principles. Such income shall be included in the gross income of a
U.S. holder as ordinary income on the day received by the U.S. holder, in the
case of shares, or by the Depositary, in the case of ADSs. The dividends will
not be eligible for the dividends received deduction allowed to corporations.

The amount of any dividend paid in Chilean pesos will equal the United
States dollar value of the Chilean pesos received calculated by reference to
the exchange rate in effect on the date the dividend is received by the U.S.
holder, in the case of shares, or by the Depositary, in the case of ADSs,
regardless of whether the Chilean pesos are converted into United States
dollars. If the Chilean pesos received as a dividend are not converted into
United States dollars on the date of receipt, a U.S. holder will have a basis
in the Chilean pesos equal to its United States dollar value on the date of
receipt. Any gain or loss realized on a subsequent conversion or other
disposition of the Chilean pesos will be treated as ordinary income or loss.

Subject to certain conditions and limitations, Chilean withholding taxes
on dividends may be treated as foreign taxes eligible for credit against a U.S.
holders United States federal income tax liability. For purposes of
calculating the foreign tax credit, dividends paid on the shares or ADSs will
be treated as income from sources outside the United States and will generally
constitute passive income or, in the case of certain U.S. holders, financial
services income. Special rules apply to certain individuals whose foreign
source income during the taxable year consists entirely of qualified passive
income and whose creditable foreign taxes paid or accrued during the taxable
year do not exceed US$300 (US$600 in the case of a joint return). Further, in
certain circumstances, a U.S. holder that (i) has held shares or ADSs for less
than a specified minimum period during which it is not protected from risk of
loss, (ii) is obligated to make payments related to the dividends or (iii)
holds the shares or ADSs in

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arrangements in which the U.S. holders expected economic profit, after
non-United States taxes, is insubstantial will not be allowed a foreign tax
credit for foreign taxes imposed on dividends paid on shares or ADSs. The
rules governing the foreign tax credit are complex. Investors are urged to
consult their tax advisors regarding the availability of the foreign tax credit
under their particular circumstances.

To the extent that the amount of any distribution exceeds our current and
accumulated earnings and profits for a taxable year, the distribution will be
first treated as a tax-free return of capital, causing a reduction in the
adjusted basis of the shares or ADSs (thereby increasing the amount of gain, or
decreasing the amount of loss, to be recognized by the investor on a subsequent
deposition of the shares or ADSs), and the balance in excess of adjusted basis
will be taxed as capital gain recognized on sale of exchange. Consequently,
such distributions in excess of our current and accumulated earnings and
profits would not give rise to foreign source income and a U.S. holder would
not be able to use the foreign tax credit arising from any Chilean withholding
tax imposed on such distribution unless such credit can be applied (subject to
applicable limitations) against United States tax due on other foreign source
income in the appropriate category for foreign tax credit purposes.

Distributions to U.S. holders of additional shares, or preemptive rights,
with respect to shares that are made, as part of a pro-rata distribution, to
all of our shareholders, generally will not be subject to United States federal
income tax. The basis of the new shares or rights so received will be
determined by allocating the U.S. holders basis in the old shares between the
old shares and the new shares or rights received, based on their relative fair
market values on the date of distribution. However, the basis of the rights
will be zero if (i) the fair market value of the rights is less than 15 percent
of the fair market value of the old shares at the time of the distribution,
unless the U.S. holder elects to determine the basis of the old shares and of
the rights by allocating between the old shares and the new shares the adjusted
basis of the old shares or (ii) the rights are not exercised and thus expire.

Capital Gains

U.S. holders will recognize capital gain or loss for United States federal
income tax purposes, upon the sale or other disposition, of ADSs or shares (or
preemptive rights with respect to such shares) in an amount equal to the
difference between the amount realized for the ADSs or shares, and the U.S.
holders basis in the ADSs or shares. Such gain or loss will be capital gain
or loss. Capital gains of individuals derived with respect to capital assets
held for more than one year are eligible for reduced rates of taxation. The
deductibility of capital losses is subject to limitations. Any gain or loss
recognized by a U.S. holder generally will be treated as United States source
gain or loss. Consequently, in the case of a disposition of shares (which,
unlike a disposition of ADSs, may be taxable in Chile), the U.S. holder may not
be able to use the foreign tax credit for Chilean tax imposed on the gain
unless it can apply the credit subject to applicable limitations against tax
due on other income from foreign sources.

Estate and Gift Taxation

As discussed above under Chilean Tax Considerations- Other Chilean
Taxes, there are no Chilean inheritance, gift or succession taxes applicable
to the ownership, transfer or disposition of ADSs by a foreign holder, but such
taxes generally will apply to the transfer at death or by gift of shares by a
foreign holder. The amount of any inheritance tax paid to Chile may be
eligible for credit against the amount of United States federal estate tax
imposed on the estate of a U.S. holder. Prospective purchasers should consult
their personal tax advisors to determine whether and to what extent they may be
entitled to such credit. The Chilean gift tax generally will not be treated as
a creditable foreign tax for United States tax purposes.

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Information Reporting and Backup Withholding

In general, information reporting requirements will apply to dividends
paid in respect of ADSs or shares or the proceeds received on the sale,
exchange or redemption of ADSs or shares within the United States (and in
certain cases, outside the United States) to U.S. holders other than certain
exempt recipients such as corporations, and a backup withholding tax will apply
to such amounts if the U.S. holder fails to provide an accurate identification
number or to report interest and dividends required to be shown on its United
States federal income tax returns. The amount of any backup withholding from a
payment to a U.S. holder will be allowed as a credit against the U.S. holders
United States federal income tax liability.

Dividend Policy and Dividends

Our companys dividend policy is decided upon from time to time by the
board of directors and is announced at the regular annual shareholders
meeting, which is generally held in April of each year. However, the board of
directors must submit at the annual regular shareholders meeting for
shareholder approval each year a proposal for the declaration of the final
dividend or dividends to be paid for the preceding year, consistent with the
then-established dividend policy. As required by the Chilean Companies Act,
unless otherwise decided by unanimous vote of the issued and subscribed shares,
we must distribute a cash dividend in an amount equal to at least 30% of our
net income for a given year, unless and except to the extent we have a deficit
in retained earnings. There can be no assurance that future dividends will be
paid in an amount exceeding the 30% level required by law. Our board has the
authority to decide whether such dividends will be paid in the form of interim
dividends or a single annual payment.

When one (or more) interim dividend is paid during the fiscal year, a
final dividend is declared at the annual shareholders meeting in an amount
that, together with the interim dividend previously paid, is sufficient to
satisfy the statutory requirement that at least 30% of net income for the year
be paid out in dividends. Such final dividend is paid on a date fixed by the
board of directors, generally in March or April.

The amount and timing for payment of dividends is subject to revision from
time to time, depending upon our current level of sales, costs, cash flow and
capital requirements, as well as market conditions. Any change in dividend
policy would ordinarily be effective for dividends declared in the year
following adoption of the change, and a notice as to any such change of policy
must be filed with Chilean regulatory authorities and would be publicly
available information. Notice of such a change of policy would not, however,
be sent to each shareholder or ADS holder. Accordingly, there can be no
assurance as to the amount or timing of the declaration or payment of dividends
in the future.

Dividends are paid to shareholders of record on the fifth business day
preceding the date set for payment of the dividend. The holders of ADSs on the
applicable record dates for the ADSs will be entitled to all dividends paid
after their acquisition of the ADSs.

As a general requirement, shareholders who are not residents of Chile must
register as foreign investors under one of the foreign investment regimes
contemplated by Chilean law to have dividends, sale proceeds or other amounts
with respect to their shares remitted outside of Chile through the formal
exchange market. Under the Foreign Investment Contract, the Depositary, on
behalf of ADR holders, will be granted access to the Formal Exchange Market to
convert cash dividends from pesos to dollars and to pay such dollars to ADR
holders outside of Chile. Dividends received in respect of shares of Common
Stock by holders, including holders of ADRs who are not Chilean residents, are
subject to Chilean Withholding Tax. See Item 10. Additional Information 
Chilean Tax Considerations.

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Exchange Rates

All payments and distributions with respect to the ADSs must be transacted
in the Formal Exchange Market. See Item 3. Key InformationRisk Factors.

Documents on Display

We have filed with the Securities and Exchange Commission this annual
report on Form 20-F, including exhibits, under the Securities Exchange Act of
1934 with respect to the common shares.

You may read and copy all or any portion of the annual report or other
information in our files in the Commissions public reference room at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the regional offices of the Securities and Exchange Commission located at Seven
World Trade Center, 13th Floor, New York, NY 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. You can request copies of these documents
upon payment of a duplicating fee, by writing to the Securities and Exchange
Commission. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the operation of the public reference
rooms.




Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to impacts from interest rate changes, foreign
currency fluctuations and changes in the market values of its investments.
Generally, we monitor our positions so as to seek lower costs of funds while
maintaining our market risk within acceptable parameters. Our principal
exposures relate to our investments in Chile, and short-term liabilities
denominated in U.S. dollars.

Policies and Procedures

In the normal course of our business, we apply established policies and
procedures in the management of our exposure to changes in interest rates,
foreign currencies and the fair market value of certain of our investments
using a variety of financial instruments. It is our policy to enter into
foreign currency and interest rate transactions and other financial instruments
only to the extent considered necessary to meet our objectives as stated above.
We do not enter into these transactions for speculative purposes.

The following discussion about our risk management includes
forward-looking statements that involve risks and uncertainties. Actual
results could differ from those projected in the forward-looking statements.
SeeForward Looking Statements. In addition to the inherent risks related
to the operations in each of our segments in which we do business, we face
material market risk exposures in two categories: foreign currency exchange
rate risk and interest rate risk. The following discussion provides additional
information regarding our exposure to each of these risks as of December 31,
2001.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency risk from changes in the value of
certain underlying assets and liabilities. We have performed a VAR analysis on
our exposure to changes in foreign currency exchange rates. The VAR is
calculated using a historical simulation risk model to calculate changes in
earnings from foreign currency risk on all significant on and off balance sheet
exposures. The simulation contemplates a period of 12 months and calculates
the potential after tax earnings at risk associated with foreign currency
fluctuations, with a 95% accuracy level. At December 31, 2002, the VAR analysis
shows that foreign exchange rate fluctuations would not have a material effect
upon our earnings.

We utilize a wide variety of risk management methods, as discussed above,
and believe that no single risk model provides a reliable method of monitoring
and controlling risk. While this model is

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relatively sophisticated, the quantitative risk information generated is
limited by the model parameters. Therefore, such a model does not substitute
for the experience or judgment of our management to adjust positions and revise
strategies as deemed necessary.

Exposure to foreign currency exchange rate risk relates to our positions
held principally in account receivable and bank debts indexed to currencies
other than Chilean pesos.

Our net exposure to foreign currency (U.S. dollar) exchange rate risk in
Chilean pesos as of December 31, 2002 was Ch$38,374 million. Assuming a 10%
increase during 2003 of the Chilean peso/U.S. dollar exchange rate with respect
to 2002 year-end balances, the result would be a pre-tax accounting income of
approximately Ch$3.8 million.

Interest Rate Risk

Exposure to interest rate risk reflects our exposure to floating interest
debt as well as debt renewals or rollovers which could be reset at higher than
existing interest rates. As of December 31, 2002, approximately 14,69% of our
total debt was represented by short-term debt and floating rate debt. Our net
exposure to interest rate risk as of December 31, 2002 was Ch$37,074 million.
Assuming a 100 basis point increase during 2003 in the weighted average
interest rate with respect to 2001 year-end balances, the result would be an
increase in our net annual interest expenses of approximately Ch$7,800 million.
However, interest rates showed a decreasing trend throughout 2001. Due to
depressed consumption levels in Chile, the Central Bank of Chile gradually
lowered the referential interest rate from 3.0% in mid 2002 to 2.75% in May
2003.

In addition, a significant amount of our debt is indexed to Chilean
inflation (UF indexed debt), and as such, an increase in Chilean inflation
would affect the total interest that we pay on such debt.

The table summarizing the assets and liabilities subject to interest rate
risk at December 31, 2002 is shown in Item 5Operating and Financial Review
and ProspectsImpact of Inflation and Price-level Restatement. All interest
rate sensitive instruments issued or held by the Company are non-trading
instruments.




Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.




PART II




Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.




Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.




Item 15. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, we carried out an
evaluation of the controls and procedures of our company with the participation
of our Chief Executive Officer and Chief Financial Officer to determine the
effectiveness of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in all material
respects to ensure that the information we file and

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submit under the U.S. Securities and Exchange Act of 1934 is recorded,
processed, summarized and reported as and when required.

Furthermore, the evaluation found no significant changes in our internal
controls or other factors that could significantly affect these controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses.




Item 16. [Reserved]




PART III




Item 17. FINANCIAL STATEMENTS

Reference is made to Item 18 for a list of all financial statements filed
as a part of this Form 20-F.




Item 18. FINANCIAL STATEMENTS

The following consolidated financial statements of our company and its
subsidiaries are included at the end of this annual report:

|                                                                                       |  |  |     | 
|-------------------------------------------------------------------------------------- |  |  | --- | 
|Index to Audited Consolidated Financial Statements                                     |  |  | F-1 | 
|Independent Auditors Report                                                           |  |  | F-2 | 
|Consolidated balance sheets at December 31, 2001 and 2002                              |  |  | F-3 | 
|Consolidated statements of income for the years ended December 31, 2000, 2001 and 2002 |  |  | F-4 | 
|Consolidated statements of cash flows at December 31, 2000, 2001 and 2002              |  |  | F-5 | 
|Notes to the Consolidated Financial Statements                                         |  |  | F-6 | 




Item 19. EXHIBITS

The exhibits filed with or incorporated by reference in this annual report
are listed in the index of exhibits below.




INDEX TO EXHIBITS

|               |  |                                                                                                                                                                                                                                                                                              
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                  
|               |  |                                                                                                                                                                                                                                                                                              
|1.1            |  | English translation of our Amended Bylaws, dated April 29, 2003 (filed herewith).                                                                                                                                                                                                            
|2.1            |  | English translation of our Bond Issue Agreement, dated October 17, 2000,
with Banco de Chile, relating to our issuance of bonds in Chile totaling
approximately US$127 million (as filed in our annual report on Form 20-F,
dated as of June 30, 2001, and incorporated herein by reference).
|2.2            |  | English translation of our Loan Agreements with each of Banco Santander
and Banco Santiago (as filed in our annual report on Form 20-F, dated as
of June 30, 2001, and incorporated herein by reference).                                                                                    

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|               |  |                                                                                                                                                                                                                                                                                                                     
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                     
|2.3            |  | English translation of one of the ten promissory notes executed by Disco
S.A. (as filed with our annual report on Form 20-F dated as of June 30,
2000 and incorporated herein by reference).                                                                                                                        
|2.4            |  | Deposit Agreement, dated as of October 7, 1997, between us and Morgan
Guaranty Trust Company of New York, as Depository and the registered
holders from time to time of American Depository Receipts (as filed in
Amendment No. 2 to our Form F-1 dated as of October 6, 1997 and
incorporated herein by reference).
|2.5            |  | English translation of our Foreign Investment Contract with the
Depository and the Central Bank of Chile relating to the foreign exchange
treatment of the investment in ADSs and ADRs (as filed in Amendment No.
2 to our Form F-1 dated as of October 6, 1997 and incorporated herein by
reference).            
|8.1            |  | List of subsidiaries of the company (filed herewith).                                                                                                                                                                                                                                                               
|12.1           |  | Certification of Mr. Cristóbal Lira pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes  Oxley Act of 2002 (filed herewith).                                                                                                                                                            
|12.2           |  | Certification of Mr. Miguel Nuñez pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes  Oxley Act of 2002 (filed herewith).                                                                                                                                                              
|12.3           |  | English translation of the minutes of the Extraordinary Shareholders
Meeting held April 29, 2003 during which an amendment to the articles of
incorporation changing the number of Board of Directors from seven to nine
and the amended bylaws were approved (filed herewith).                                     
|12.4           |  | English translation of our Offering Circular, relating to the issuance of
commercial paper in the amount of U.F. 2,150,000 along with the applicable
amendments thereto (filed herewith).                                                                                                                           

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this Annual Report on Form 20-F to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Santiago, Chile on June 30, 2003.

| |  |                                     
| |  | ------------------------------------
| |  | DISTRIBUCION Y SERVICIO D&S S.A.    
| |  |                                     
| |  | /s/ Miguel Nuñez                    
| |  |                                     
| |  | Miguel Nuñez
Chief Financial Officer

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CERTIFICATION

I, Cristóbal Lira, certify that:

1.     I have reviewed this annual report on Form 20-F of Distribución y Servicio
D&S S.A



|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                  



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us and others within
those entities, particularly during the period in which this report
is being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                         
|
| | (c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                  



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing
the equivalent function):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of
internal controls and procedures which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors any
material weaknesses in internal controls; and
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls;                                                                                                                                                           

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|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/ CRISTÓBAL LIRA

Cristóbal Lira
Chief Executive Officer
Distribución y Servicio D&S S.A
Dated: June 30, 2003

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CERTIFICATION

I, Miguel Núñez, certify that:

1.     I have reviewed this annual report on Form 20-F of Distribución y Servicio
D&S S.A



|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                  



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us and others within
those entities, particularly during the period in which this report
is being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                         
|
| | (c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                  



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing
the equivalent function):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of
internal controls and procedures which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors any
material weaknesses in internal controls; and
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls;                                                                                                                                                           

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|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/ MIGUEL NÚÑEZ

Miguel Núñez
Chief Financial Officer
Distribución y Servicio D&S S.A
Dated: June 30, 2003

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

INDEX TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                    |  |      |     | 
|--------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|Audited Consolidated Financial Statements                                                           |  | Page
|                                                                                                    |  |     
|Independent Auditors Report                                                                        |  |      | F-2 | 
|Consolidated Balance Sheets as of December 31, 2001 and 2002                                        |  |      | F-3 | 
|Consolidated Statements of Income for the years ended
December 31, 2000, 2001 and 2002              |  |      | F-4 | 
|Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 2001 and 2002          |  |      | F-5 | 
|Notes to the Consolidated Financial Statements for the years
ended December 31, 2000, 2001 and 2002 |  |      | F-6 | 

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##### Table of Contents



|                                                   |  |                       
|-------------------------------------------------- |  | ----------------------
|Deloitte & Touche Auditores y Consultores Limitada |  |                       
|Av. Providencia 1760, Pisos 6°, 7° y 8°            |  |                       
|Santiago                                           |  |                       
|Chile                                              |  |                       
|                                                   |  |                       
|Tel: (56-2) 270 3000                               |  |                       
|Fax: (56-2) 374 9177                               |  |                       
|www.deloitte.cl                                    |  | DELOITTE & TOUCHE LOGO

INDEPENDENT AUDITORS REPORT

To the Shareholders of     Distribución
y Servicio D&S S.A.

We have audited the consolidated balance sheets of Distribución y Servicio D&S
S.A. and subsidiaries (the Company) as of December 31, 2002 and 2001 and the
related consolidated statements of income and of cash flows for each of the
three years in the period ended December 31, 2002, all expressed in thousands
of constant Chilean pesos. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in Chile and in the United States of America. 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 the Companys 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, such consolidated financial statements present fairly, in all
material respects, the financial position of Distribución y Servicio D&S S.A.
and subsidiaries as of December 31, 2002 and 2001 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2002 ended in conformity with accounting principles generally
accepted in Chile.

Accounting principles generally accepted in Chile vary in certain significant
respects from accounting principles generally accepted in the United States of
America. The application of the latter would have affected the determination
of net income for each of the three years in the period ended December 31,
2002 and the determination of shareholders equity at December 31, 2001 and
2002, to the extent summarized in Note 24 to the consolidated financial
statements. As discussed in such note, the accompanying 2001 and 2000
reconciliations to generally accepted accounting principles in the United
States of America have been restated.

Our audits also comprehended the translation of constant Chilean pesos amounts
into U.S. dollar amounts and, in our opinion, such translation has been made in
conformity with the basis stated in Note 2.u. Such U.S. dollar amounts are
presented solely for the convenience of readers in the United States of
America.

DELOITTE & TOUCHE

Santiago, Chile
March 3, 2003, except for Notes 23 and 24
     as to which the date is May 26, 2003

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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Restated for general price-level changes and expressed in thousands of constant Chilean pesos (ThCh$) as of
December 31, 2001 and December 31, 2002 in thousands of U.S. dollars (ThUS$))

|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |           |         | 
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | - | ----- | -- | ---- | ----------- | --------------- | ----------- | ----- | ----------- | ----------- | ----------- |  | --------- | --------- | ------- | 
|                                           |                                                                                                                                     |                             |   |       |    |      |             | At December 31,
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                
|                                           |                                                                                                                                     |                             |   | Notes |    | 2001 |             | 2002            |             | 2002 
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |      
|                                           |                                                                                                                                     |                             |   |       |    |      |             | ThCh$           |             | ThCh$ |             | ThUS$      
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             | Unaudited  
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           | (note 2u)
|ASSETS                                     |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|CURRENT ASSETS:                            |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|                                           | Cash                                                                                                                                |                             |   |       |    |      |             | 23,626,623      |             |       |             | 19,763,504  |             |  |           | 27,502    |        
|                                           | Marketable securities                                                                                                               |                             |   | 4     |    |      |             | 5,682,964       |             |       |             | 1,376,155   |             |  |           | 1,915     |        
|                                           | Notes and accounts receivable                                                                                                       |                             |   | 5     |    |      |             | 49,923,461      |             |       |             | 125,030,746 |             |  |           | 173,990   |        
|                                           | Due from related companies                                                                                                          |                             |   | 19    |    |      |             | 1,050,955       |             |       |             | 1,453,227   |             |  |           | 2,022     |        
|                                           | Inventories                                                                                                                         |                             |   | 6     |    |      |             | 70,902,796      |             |       |             | 89,257,225  |             |  |           | 124,208   |        
|                                           | Refundable taxes                                                                                                                    |                             |   | 14    |    |      |             | 692,449         |             |       |             | 5,041,112   |             |  |           | 7,015     |        
|                                           | Prepaid expenses                                                                                                                    |                             |   |       |    |      |             | 1,516,002       |             |       |             | 2,446,406   |             |  |           | 3,405     |        
|                                           | Other current assets                                                                                                                |                             |   | 7     |    |      |             | 1,490,667       |             |       |             | 3,144,511   |             |  |           | 4,376     |        
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|                                           |                                                                                                                                     | Total current assets        |   |       |    |      |             |                 | 154,885,917 |       |             |             | 247,512,886 |  |           |           | 344,433 | 
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|PROPERTY, PLANT AND EQUIPMENT  NET        |                                                                                                                                     |                             | 8 |       |    |      | 454,232,533 |                 |             |       | 489,578,816 |             |             |  | 681,286   |          
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|OTHER ASSETS  NET                         |                                                                                                                                     |                             | 9 |       |    |      | 77,564,026  |                 |             |       | 18,169,406  |             |             |  | 25,284    |          
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|TOTAL ASSETS                               |                                                                                                                                     |                             |   |       |    |      | 686,682,476 |                 |             |       | 755,261,108 |             |             |  | 1,051,003 |          
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|CURRENT LIABILITIES:                       |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|                                           | Banks and financial institutions                                                                                                    |                             |   | 12    |    |      |             | 13,115,122      |             |       |             | 46,060,580  |             |  |           | 64,097    |        
|                                           | Current portion of long-term liabilities                                                                                            |                             |   | 12    |    |      |             | 31,869,659      |             |       |             | 68,630,119  |             |  |           | 95,504    |        
|                                           | Dividend payable                                                                                                                    |                             |   |       |    |      |             | 7,107,000       |             |       |             | 6,900,000   |             |  |           | 9,602     |        
|                                           | Accounts payable                                                                                                                    |                             |   | 10    |    |      |             | 153,879,088     |             |       |             | 158,515,301 |             |  |           | 220,586   |        
|                                           | Sundry creditors                                                                                                                    |                             |   | 12    |    |      |             | 5,068,700       |             |       |             | 5,874,931   |             |  |           | 8,175     |        
|                                           | Due to related companies                                                                                                            |                             |   | 19    |    |      |             | 4,846,067       |             |       |             | 7,633,815   |             |  |           | 10,623    |        
|                                           | Accruals and withholdings                                                                                                           |                             |   | 11    |    |      |             | 9,815,553       |             |       |             | 17,435,742  |             |  |           | 24,263    |        
|                                           | Other current liabilities                                                                                                           |                             |   |       |    |      |             | 1,023,027       |             |       |             | 192,776     |             |  |           | 269       |        
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|                                           |                                                                                                                                     | Total current liabilities   |   |       |    |      |             |                 | 226,724,216 |       |             |             | 311,243,264 |  |           |           | 433,119 | 
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|LONG-TERM LIABILITIES:                     |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|                                           | Banks and financial institutions                                                                                                    |                             |   | 12    |    |      |             | 69,621,179      |             |       |             | 32,736,576  |             |  |           | 45,555    |        
|                                           | Debentures and bonds                                                                                                                |                             |   | 12    |    |      |             | 81,160,775      |             |       |             | 92,964,152  |             |  |           | 129,367   |        
|                                           | Lease obligations                                                                                                                   |                             |   | 12    |    |      |             | 11,270,458      |             |       |             | 11,774,549  |             |  |           | 16,385    |        
|                                           | Sundry creditors                                                                                                                    |                             |   | 12    |    |      |             | 1,649,556       |             |       |             | 236,896     |             |  |           | 330       |        
|                                           | Accruals                                                                                                                            |                             |   | 20    |    |      |             | 2,480,542       |             |       |             | 2,928,345   |             |  |           | 4,075     |        
|                                           | Other long-term liabilities                                                                                                         |                             |   |       |    |      |             | 2,377,254       |             |       |             | 2,560,021   |             |  |           | 3,562     |        
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|                                           |                                                                                                                                     | Total long-term liabilities |   |       |    |      |             |                 | 168,559,764 |       |             |             | 143,200,539 |  |           |           | 199,274 | 
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|MINORITY INTEREST                          |                                                                                                                                     |                             |   |       |    |      | 449,666     |                 |             |       | 84,193      |             |             |  | 117       |          
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|SHAREHOLDERS EQUITY:                      |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|                                           | Paid-in capital (Common stock, no par value; authorized,
issued and outstanding 1,380,000,000 shares at December 31, 2001 and 2002) |                             |   |       |    |      |             | 214,784,612     |             |       |             | 214,784,612 |             |  |           | 298,889   |        
|                                           | Technical revaluation reserve and other reserves                                                                                    |                             |   |       |    |      |             | 1,300,794       |             |       |             | 1,300,794   |             |  |           | 1,810     |        
|                                           | Retained earnings                                                                                                                   |                             |   |       |    |      |             | 74,863,424      |             |       |             | 84,647,706  |             |  |           | 117,794   |        
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|                                           |                                                                                                                                     | Total shareholders equity  |   |       | 13 |      |             |                 | 290,948,830 |       |             |             | 300,733,112 |  |           |           | 418,493 | 
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |                                                                                                                                     |                             |   |       |    |      | 686,682,476 |                 |             |       | 755,261,108 |             |             |  | 1,051,003 |          
|                                           |                                                                                                                                     |                             |   |       |    |      |             |                 |             |       |             |             |             |  |           |          

The accompanying notes are an integral part of these consolidated financial statements

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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Restated for general price-level changes and expressed in thousands of constant Chilean pesos (ThCh$) for the
years ended December 31, 2000, 2001 and 2002 respectively, in thousands of U.S. dollars (ThUS$))

|                           |                                     |                    |    |       |  |      |            |                                 |             |       |            |              |            |       |            |               |             |   |        |            |         |  
|-------------------------- | ----------------------------------- | ------------------ | -- | ----- |  | ---- | ---------- | ------------------------------- | ----------- | ----- | ---------- | ------------ | ---------- | ----- | ---------- | ------------- | ----------- | - | ------ | ---------- | ------- | -
|                           |                                     |                    |    |       |  |      |            | For the year ended December 31,
|                           |                                     |                    |    |       |  |      |            |                                
|                           |                                     |                    |    | Notes |  | 2000 |            | 2001                            |             | 2002  |            | 2002        
|                           |                                     |                    |    |       |  |      |            |                                 |             |       |            |             
|                           |                                     |                    |    |       |  |      |            | ThCh$                           |             | ThCh$ |            | ThCh$        |            | ThUS$
|                           |                                     |                    |    |       |  |      |            |                                 |             |       |            | Unaudited   
|                           |                                     |                    |    |       |  |      |            |                                 |             |       |            |              |            |       |            |               |             |   |        | (note 2u) 
|OPERATING RESULT           |                                     |                    |    |       |  |      |            |                                 |             |       |            |              |            |       |            |               |             |   |        |           
|                           | Net revenue                         |                    |    |       |  |      |            | 852,182,274                     |             |       |            | 940,309,671  |            |       |            | 1,048,236,970 |             |   |        | 1,458,701  |        
|                           | Cost of sales                       |                    |    |       |  |      |            | (666,742,474                    | )           |       |            | (728,631,977 | )          |       |            | (808,987,842  | )           |   |        | (1,125,768 | )      
|                           |                                     |                    |    |       |  |      |            |                                 |             |       |            |              |            |       |            |               |             |   |        |           
|                           | Gross profit                        |                    |    |       |  |      |            | 185,439,800                     |             |       |            | 211,677,694  |            |       |            | 239,249,128   |             |   |        | 332,933    |        
|                           | Selling and administrative expenses |                    |    |       |  |      |            | (137,122,730                    | )           |       |            | (155,623,132 | )          |       |            | (197,006,753  | )           |   |        | (274,150   | )      
|                           |                                     |                    |    |       |  |      |            |                                 |             |       |            |              |            |       |            |               |             |   |        |           
|                           |                                     | Operating income   |    |       |  |      |            |                                 | 48,317,070  |       |            |              | 56,054,562 |       |            |               | 42,242,375  |   |        |            | 58,783  |  
|                           |                                     |                    |    |       |  |      |            |                                 |             |       |            |              |            |       |            |               |             |   |        |           
|NON-OPERATING RESULTS      |                                     |                    |    |       |  |      |            |                                 |             |       |            |              |            |       |            |               |             |   |        |           
|                           | Non-operating income                |                    |    | 18    |  |      |            | 2,540,623                       |             |       |            | 1,597,299    |            |       |            | 1,306,565     |             |   |        | 1,818      |        
|                           | Non-operating expenses              |                    |    | 18    |  |      |            | (17,520,966                     | )           |       |            | (15,272,229  | )          |       |            | (20,545,817   | )           |   |        | (28,591    | )      
|                           | Price-level restatement             |                    |    | 16    |  |      |            | 664,038                         |             |       |            | 5,702,809    |            |       |            | 5,431,168     |             |   |        | 7,558      |        
|                           |                                     |                    |    |       |  |      |            |                                 |             |       |            |              |            |       |            |               |             |   |        |           
|                           |                                     | Non-operating loss |    |       |  |      |            |                                 | (14,316,305 | )     |            |              | (7,972,121 | )     |            |               | (13,808,084 | ) |        |            | (19,215 | )
|                           |                                     |                    |    |       |  |      |            |                                 |             |       |            |              |            |       |            |               |             |   |        |           
|INCOME BEFORE INCOME TAXES |                                     |                    |    |       |  |      | 34,000,765 |                                 |             |       | 48,082,441 |              |            |       | 28,434,291 |               |             |   | 39,568 |           
|INCOME TAXES               |                                     |                    | 14 |       |  |      | (3,512,363 | )                               |             |       | (7,536,207 | )            |            |       | (4,656,809 | )             |             |   | (6,480 | )         
|                           |                                     |                    |    |       |  |      |            |                                 |             |       |            |              |            |       |            |               |             |   |        |           
|NET INCOME                 |                                     |                    |    |       |  |      | 30,488,402 |                                 |             |       | 40,546,234 |              |            |       | 23,777,482 |               |             |   | 33,088 |           
|                           |                                     |                    |    |       |  |      |            |                                 |             |       |            |              |            |       |            |               |             |   |        |           

The accompanying notes are an integral part of these consolidated financial statements

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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Restated for general price-level changes and expressed in thousands of constant Chilean pesos (ThCh$) for the
years ended December 31, 2000, 2001 and 2002 respectively, in thousands of U.S. dollars (ThUS$))

|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |         |  
|------------------------------------------------------------------------------------------ | ---------------------------------------------------------- |  | ----- |  | ---- |  | ------------ | ---------- | ----- |  | ------------------------------- | ----------- | ----- |  | ----------- | ----------- | - |  | --------- | ------- | -
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  | For the year ended December 31, |             |       |  |            
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |            
|                                                                                           |                                                            |  | Notes |  | 2000 |  | 2001         |            | 2002  |  | 2002                           
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                
|                                                                                           |                                                            |  |       |  |      |  | ThCh$        |            | ThCh$ |  | ThCh$                           |             | ThUS$
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  | Unaudited                      
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  | (note 2u)
|CASH FLOWS FROM OPERATING ACTIVITIES                                                       |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|Net income                                                                                 |                                                            |  |       |  |      |  | 30,488,402   |            |       |  | 40,546,234                      |             |       |  | 23,777,482  |             |   |  | 33,088    |        
|Adjustments to reconcile net income to net cash provided
by operating activities:          |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|                                                                                           | Depreciation and amortization expense (net)                |  |       |  |      |  |              | 29,803,976 |       |  |                                 | 31,442,587  |       |  |             | 34,254,305  |   |  |           | 47,667  |  
|                                                                                           | Equity in earnings of related companies (loss)             |  |       |  |      |  |              |            |       |  |                                 | (171,259    | )     |  |             | (313,527    | ) |  |           | (436    | )
|                                                                                           | (Gain) loss on sales of property, plant and equipment, net |  |       |  |      |  |              | 39,597     |       |  |                                 | (32,275     | )     |  |             | 125,629     |   |  |           | 175     |  
|                                                                                           | Minority interest                                          |  |       |  |      |  |              | 103,821    |       |  |                                 | 168,886     |       |  |             | 61,916      |   |  |           | 86      |  
|                                                                                           | Price-level restatement                                    |  |       |  |      |  |              | (664,038   | )     |  |                                 | (5,702,809  | )     |  |             | (5,431,168  | ) |  |           | (7,558  | )
|                                                                                           | Other                                                      |  |       |  |      |  |              | 44,637     |       |  |                                 | 470,072     |       |  |             | 476,004     |   |  |           | 662     |  
|Changes in assets and liabilities:                                                         |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|                                                                                           | Increase in notes and accounts receivable                  |  |       |  |      |  |              | (1,734,015 | )     |  |                                 | (10,070,676 | )     |  |             | (14,896,180 | ) |  |           | (20,729 | )
|                                                                                           | Decrease (increase) in inventory                           |  |       |  |      |  |              | 9,328,099  |       |  |                                 | (18,235,007 | )     |  |             | (18,354,429 | ) |  |           | (25,542 | )
|                                                                                           | (Increase) decrease in other assets                        |  |       |  |      |  |              | (2,160,015 | )     |  |                                 | 1,091,323   |       |  |             | 878,626     |   |  |           | 1,223   |  
|                                                                                           | (Decrease) increase in accounts payable                    |  |       |  |      |  |              | (2,794,298 | )     |  |                                 | 24,097,331  |       |  |             | 4,636,213   |   |  |           | 6,452   |  
|                                                                                           | Increase (decrease) in income tax payable                  |  |       |  |      |  |              | 1,303,197  |       |  |                                 | 3,782,944   |       |  |             | (2,045,367  | ) |  |           | (2,846  | )
|                                                                                           | Increase in other accounts payable                         |  |       |  |      |  |              | 1,120,722  |       |  |                                 | 843,740     |       |  |             | 8,677,633   |   |  |           | 12,076  |  
|                                                                                           | Decrease in interest payable                               |  |       |  |      |  |              | (177,455   | )     |  |                                 | (198,389    | )     |  |             | (232,695    | ) |  |           | (324    | )
|                                                                                           | Decrease in accruals and withholdings                      |  |       |  |      |  |              | (785,544   | )     |  |                                 | (1,901,989  | )     |  |             | (3,950,933  | ) |  |           | (5,498  | )
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|Net cash provided by operating activities                                                  |                                                            |  |       |  |      |  | 63,917,086   |            |       |  | 66,130,713                      |             |       |  | 27,663,509  |             |   |  | 38,496    |        
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|CASH FLOWS FROM INVESTING ACTIVITIES                                                       |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|Purchases of property, plant and equipment                                                 |                                                            |  |       |  |      |  | (50,039,105  | )          |       |  | (71,198,753                     | )           |       |  | (68,159,921 | )           |   |  | (94,850   | )      
|Sale of other investments                                                                  |                                                            |  |       |  |      |  |              |            |       |  | 1,765                           |             |       |  |             |             |   |  |           |        
|Proceeds from sale of property, plant and equipment                                        |                                                            |  |       |  |      |  | 2,476,831    |            |       |  | 980,229                         |             |       |  | 72,269      |             |   |  | 101       |        
|Proceeds from sale of long-term investments                                                |                                                            |  |       |  |      |  | 23,655,217   |            |       |  |                                |             |       |  |            |             |   |  |           |        
|Decrease in loans to related companies                                                     |                                                            |  |       |  |      |  | 2,937        |            |       |  | (988,463                        | )           |       |  | (402,272    | )           |   |  | (560      | )      
|Payment of capitalized interest                                                            |                                                            |  |       |  |      |  | (485,605     | )          |       |  | (1,814,380                      | )           |       |  | (1,042,153  | )           |   |  | (1,450    | )      
|Purchase in related company                                                                |                                                            |  |       |  |      |  | (57,941      | )          |       |  | (600,214                        | )           |       |  |            |             |   |  |           |        
|Other                                                                                      |                                                            |  |       |  |      |  | (1,305,589   | )          |       |  | (1,249,997                      | )           |       |  | 373,193     |             |   |  | 519       |        
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                |             |       |  |             |             |   |  |           |        
|Net cash used in investing activities                                                      |                                                            |  |       |  |      |  | (25,753,255  | )          |       |  | (74,869,813                     | )           |       |  | (69,158,884 | )           |   |  | (96,240   | )      
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|CASH FLOWS FROM FINANCING ACTIVITIES                                                       |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|Proceeds from long-term debt                                                               |                                                            |  |       |  |      |  | 120,044,703  |            |       |  | 31,880,866                      |             |       |  | 77,770,012  |             |   |  | 108,223   |        
|Proceeds from loans from related companies                                                 |                                                            |  |       |  |      |  |              |            |       |  | 3,601,794                       |             |       |  | 2,360,598   |             |   |  | 3,285     |        
|Repayment of debt                                                                          |                                                            |  |       |  |      |  | (208,816,350 | )          |       |  | (27,608,081                     | )           |       |  | (70,010,957 | )           |   |  | (97,426   | )      
|Dividends paid                                                                             |                                                            |  | 13    |  |      |  | (11,996,069  | )          |       |  | (8,733,082                      | )           |       |  | (14,200,200 | )           |   |  | (19,760   | )      
|Repayment of loans from related companies                                                  |                                                            |  |       |  |      |  | (1,301,640   | )          |       |  |                                |             |       |  |            |             |   |  |          |        
|Proceeds from issuance of common stock                                                     |                                                            |  |       |  |      |  | 1,228,756    |            |       |  |                                |             |       |  |            |             |   |  |          |        
|Proceeds from issuance of bonds                                                            |                                                            |  |       |  |      |  | 76,809,449   |            |       |  |                                |             |       |  | 36,215,791  |             |   |  | 50,397    |        
|Other                                                                                      |                                                            |  |       |  |      |  | (1,229,555   | )          |       |  |                                |             |       |  |            |             |   |  |          |        
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|Net cash (used in) provided by financing activities                                        |                                                            |  |       |  |      |  | (25,260,706  | )          |       |  | (858,503                        | )           |       |  | 32,135,244  |             |   |  | 44,719    |        
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                       |                                                            |  |       |  |      |  | 12,903,125   |            |       |  | (9,597,603                      | )           |       |  | (9,360,131  | )           |   |  | (13,025   | )      
|EFFECT OF CHANGES IN THE PURCHASING POWER OF THE
CHILEAN PESO ON CASH AND CASH EQUIVALENTS |                                                            |  |       |  |      |  | (291,332     | )          |       |  | 174,070                         |             |       |  | 1,214,730   |             |   |  | 1,690     |        
|CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR                                         |                                                            |  |       |  |      |  | 26,020,760   |            |       |  | 38,632,554                      |             |       |  | 29,209,021  |             |   |  | 40,647    |        
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        
|CASH AND CASH EQUIVALENTS AT END OF THE YEAR                                               |                                                            |  |       |  |      |  | 38,632,553   |            |       |  | 29,209,021                      |             |       |  | 21,063,620  |             |   |  | 29,312    |        
|                                                                                           |                                                            |  |       |  |      |  |              |            |       |  |                                 |             |       |  |             |             |   |  |           |        

The accompanying notes are an integral part of these consolidated financial statements

F-5



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant Chilean pesos
(ThCh$) of December 31, 2002)



|1. |  | THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Distribución y Servicio D&S S.A. (D&S) is a corporation organized under
the laws of the Republic of Chile, its common shares are listed on the
Chilean Stock Exchanges and its American Depositary Receipts on the New York
Stock Exchange. It is regulated by the Chilean Superintendency of
Securities and Insurance (SVS) and the United States Securities and
Exchange Commission (SEC).
|  
|   |  | D&S and its subsidiaries (the Company) are engaged principally in the
operation of supermarkets in Chile. At December 31, 2002, the Company
operated 62 supermarkets in Chile.                                                                                                                                                                                                                  
|  
|2. |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                        



| |  | a. Basis of Presentation- The accompanying consolidated financial
statements have been prepared in accordance with accounting principles
generally accepted in Chile (Chilean GAAP). For the convenience of the
reader, the consolidated financial statements have been translated into
English, certain reclassifications have been made and certain subtotals and
clarifying account descriptions have been added.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b. Reporting Entity- Until December 1996, the Ibáñez Scott family owned
100% of the outstanding shares of the Company. In prior years, the Ibáñez
Scott family owned, as separate companies, substantially all of the shares
of Sociedad Anónima Inmobiliaria Terrenos y Establecimientos Comerciales
S.A. (SAITEC S.A.), Almac Internacional S.A. and Constructora e Inmobiliaria
El Rodeo S.A. (El Rodeo S.A.). These three companies were operated as an
integral part of the Companys operations, as they principally owned land
and buildings used by the supermarkets and held related investments.                                                                                                                                                                                                                                                                                                                                            
|
| |  | In December 1995, D&S acquired the shares in the three companies, that had
been separately held by the Ibáñez Scott family, by means of an exchange of
shares, thus effectively uniting in the Company all of the Ibáñez Scott
familys supermarket holdings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | The consolidated financial statements of Distribución y Servicio D&S S.A.
and subsidiaries as of December 31, 2001 and 2002 and for the three years in
the period ended December 31, 2002 reflect this restructuring of the legal
ownership of the companies controlled by the Ibáñez Scott family as a
business combination between entities under common control. The change in
reporting entity is reported under Chilean GAAP in a manner generally
similar to a pooling of interests in accordance with accounting principles
generally accepted in the United States of America. However, the book value
of the net assets of the companies included in the combination is greater
than the value attributed by the shareholders to the increase in the capital
of D&S which is equal to the shareholders tax basis in the shares of SAITEC
S.A., Almac Internacional S.A., and El Rodeo S.A. This difference is
recorded as negative goodwill.

F-6



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | On June 30, 1997, through purchases from the minority shareholders, D&S
acquired 100% of the shares of Almac Internacional S.A. and Constructora e
Inmobiliaria El Rodeo S.A., as a result of which D&S absorbed the assets and
liabilities of the companies. D&S is the legal successor of such companies.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | c. Basis of Consolidation- All significant intercompany transactions and
balances have been eliminated in consolidation and the minority interests in
subsidiaries have been recognized.                                                                                                                   
|
| |  | The consolidated group comprises D&S and all majority-owned subsidiaries.
The principal subsidiaries are the following:                                                                                                                                                                                    

|                                                                |  |  |    |   |  |                            |        |      |  |      |        |  |  |  |        | 
|--------------------------------------------------------------- |  |  | -- | - |  | -------------------------- | ------ | ---- |  | ---- | ------ |  |  |  | ------ | 
|                                                                |  |  |    |   |  | Total ownership percentage
|                                                                |  |  |    |   |  | at December 31,           
|                                                                |  |  |    |   |  |                           
|                                                                |  |  |    |   |  | 2000                       |        | 2001 |  | 2002
|                                                                |  |  |    |   |  |                            |        |      |  |     
|                                                                |  |  |    |   |  | %                          |        | %    |  | %   
|                                                                |  |  |    |   |  |                            |        |      |  |     
|Administradora de Concesiones Comerciales
de Hipermercados S.A. |  |  |    |   |  |                            | 99.50  |      |  |      | 99.50  |  |  |  | 99.50  | 
|Administradora de Concesiones Comerciales
de Supermercados S.A. |  |  |    |   |  |                            | 99.17  |      |  |      | 99.17  |  |  |  | 99.17  | 
|SAITEC S.A.                                                     |  |  |    |   |  |                            | 99.96  |      |  |      | 99.96  |  |  |  | 99.96  | 
|Maquinsa S.A. (formerly  Fullmarket S.A.)                      |  |  | (1 | ) |  |                            | 100.00 |      |  |      | 100.00 |  |  |  | 100.00 | 



---

|(1) |  | At the Extraordinary Shareholders Meetings of Maquinarias, Equipos
e Instalaciones S.A. and of Fullmarket S.A. held on December 30, 2000,
the merger of the two companies was approved. Therefore, Maquinaria,
Equipos e Instalaciones S.A. was absorbed by Fullmarket S.A., which
changed its corporate name to Maquinsa S.A.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | d. Price-Level Restatement (Monetary Correction)- The consolidated
financial statements are prepared on the basis of general price-level
accounting in order to reflect the effect of changes in the purchasing power
of the Chilean peso during each year. At the end of each reporting period,
the consolidated financial statements are stated in terms of the general
purchasing power of the Chilean peso using changes in the Chilean consumer
price index (CPI) as follows:
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Nonmonetary assets, liabilities, and shareholders equity accounts
are restated in terms of year-end purchasing power.                                                                                                                                                                                                                                                                                                                                                                  
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Monetary items are not restated as such items are, by their nature,
stated in terms of current purchasing power in the financial
statements.                                                                                                                                                                                                                                                                                                                                            
|
| |  |  | The price-level restatement credit or charge in the income
statement represents the monetary gain or loss in purchasing power from
holding monetary assets and liabilities exposed to the effects of
inflation.                                                                                                                                                                                                                                                                         
|
| |  |  | All the accompanying consolidated financial statements have been
restated in constant Chilean pesos of general purchasing power of
December 31, 2002 (constant pesos) applied under the prior month
rule, as described below, to reflect changes in the CPI from the
financial statement dates to December 31, 2002. This updating does not
change the prior years statements or information in any way except to update the amounts
to constant pesos of similar purchasing power.

F-7



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | The general price-level restatements are calculated using the official
consumer price index of the Chilean Instituto Nacional de Estadísticas
(National Statistics Institute) and are based on the prior month rule, in
which the inflation adjustments are based on the consumer price index at the
close of the month preceding the close of the respective period or
transaction. The CPI index is considered by the business community, the
accounting profession and the Chilean government to be the index which most
closely complies with the technical requirement to reflect the variation in
the general level of prices in the country and, consequently, is widely used
for financial reporting purposes in Chile.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The values of the Chilean CPI used for price-level restatement purposes are
as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|     |  |             |        |                 |  |  |     |  
|---- |  | ----------- | ------ | --------------- |  |  | --- | -
|     |  | December 31
|     |  |            
|Year |  | Index *     |        | Change in index
|     |  |             |        |                
|2000 |  |             | 106.82 |                 |  |  | 4.7 | %
|2001 |  |             | 110.10 |                 |  |  | 3.1 | %
|2002 |  |             | 113.40 |                 |  |  | 3.0 | %



---

|* |  | Index as of November 30 of each year, under prior month rule
described above.
|- |  | -----------------------------------------------------------------------------



| |  | The price-level restated consolidated financial statements do not purport to
represent appraised values, replacement cost, or any other current value of
assets at which transactions would take place currently and are only
intended to restate all nonmonetary financial statement components in terms
of local currency of a single purchasing power and to include in the net
result for each year the gain or loss in purchasing power arising from the
holding of monetary assets and liabilities exposed to the effects of
inflation.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | For comparison purposes, the financial statements and their respective notes
are restated by the percentage changes in the Chilean consumer price index
from each year end to December 31, 2002 as follows:                                                                                                                                                                                                                                                                                                                                  

|     |  |                 |     |  
|---- |  | --------------- | --- | -
|Year |  | Change in index
|     |  |                
|2000 |  |                 | 3.1 | %
|2001 |  |                 | 3.0 | %

F-8



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | e. Assets and Liabilities Denominated in Index-Linked Units of Account and
in Foreign Currencies- Assets and liabilities denominated in foreign
currencies and unidades de fomento (UF  an inflation-indexed, Chilean
peso-denominated monetary unit) are presented in Chilean pesos at the
following year-end rates (stated in Chilean pesos per foreign currency):
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|            |  |                 |           |      |  |  |           | 
|----------- |  | --------------- | --------- | ---- |  |  | --------- | 
|            |  | At December 31,
|            |  |                
|            |  | 2001            |           | 2002
|            |  |                 |           |     
|            |  | Ch$             |           | Ch$ 
|U.S. dollar |  |                 | 654.79    |      |  |  | 718.61    | 
|UF          |  |                 | 16,262.66 |      |  |  | 16,744.12 | 



| |  | f. Statement of Cash Flows- The statements of cash flows have been prepared
using the indirect method. Cash and cash equivalents include cash and
investments in fixed income mutual funds with maturities less than 90 days.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | g. Marketable Securities- Marketable securities correspond to investments
in shares and mutual funds, which are stated as follows:                                                                                           



| |  |  | Sharesare stated at the lower of price-level restated purchase
cost or year-end market value.
| | - |  | ---------------------------------------------------------------------------------------------
|
| |  |  | Mutual Fundsare stated at the year-end value of the units, which
is considered market value. 



| |  | h. Inventories Inventories are stated at price-level restated cost, on a
weighted-average-cost basis, which is not in excess of the net realizable
value.                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | i. Allowance for uncollectibility of accounts receivable- These accounts
are determined considering their aging. An allowance is established for
100% of trade accounts receivable, notes protested and under legal
collection more than one year past due. An allowance is established for
about 60% of balances under legal collection for credit cards of Sociedad
Servicios y Administración de Créditos Comerciales Presto Ltda., a
percentage determined monthly according to a recoverability review of aged
balances. Trade receivables and notes receivable are presented net of such
allowance.
|
| |  | j. Property, Plant and Equipment, and Depreciation Property, plant and
equipment is stated at price-level restated purchase cost. The revaluation
of property, plant and equipment resulting from an independent technical
appraisal is recorded, with a corresponding increase in Shareholders
Equity. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets.                                                                                                                                                                                         
|
| |  | The consolidated group includes the cost of financing the works under
construction as part of the cost of the fixed assets under construction.
This capitalization is determined considering the average rate of the actual
financing cost, in accordance with current regulations.                                                                                                                                                                                                                                                                                                                      

F-9



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | Assets acquired under finance leases are accounted for in the same manner as
the purchase of property, plant and equipment, recording the total liability
and the interest on the accrual basis. These assets are not legally owned
by the Company until it exercises its purchase option. The Company records
the sale and leaseback of assets maintaining the same value of the assets
prior to the transaction. These assets are not legally owned by the Company
until it exercises its purchase option.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | k. Investments in Affiliated Companies- Investments in affiliated companies
are recorded using the equity method of accounting, if the Company can
exercise significant influence over the affiliate. Under Chilean GAAP, such
significant influence is presumed when the investment represents more than
10% of the investees outstanding shares. Accordingly, investments are
recorded using the equity method when they represent more than 10% but less
than 50% of the voting stock of the investee.  
|
| |  | l. Goodwill and Negative Goodwill- The excess of carrying value over cost
of investments and the excess of cost over carrying value are amortized over
the estimated term of return of the investments which is 10 and 20 years,
respectively.                                                                                                                                                                                                                                                              
|
| |  | m. Bonds payable Bonds payable are reported as liabilities at the par
value of the bonds issued. The difference between the proceeds and the par
value at the time of placement is deferred, and then amortized over the
period in which the bonds nominal interest is accrued.                                                                                                                                                                                                                           
|
| |  | n. Income Taxes- The Company has recognized income tax obligations
according to legal stipulations in force at year-end.                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | o. Deferred Taxes- The Company records income taxes in accordance with
Technical Bulletin N°60 of the Chilean Association of Accountants, and with
Circular N°1466 issued on January 27, 2000 by the SVS, recognizing, using
the liability method, recognizing the deferred tax effects of temporary
differences between the financial and tax values of assets and liabilities
using the tax rates to be in effect at the time of reversal.                                                                
|
| |  | p. Vacation Expense- The annual cost of employee vacations and benefits is
recorded on the accrual basis.                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | q. Research and Development Expenses- Research and development expenses are
charged to the income statement during the year incurred. Over the last
five years no significant research and development expenses have been
incurred.                                                                                                                                                                                                                                                                         
|
| |  | r. Severance Indemnities- The liabilities for voluntary severance
indemnities paid to employees are accrued at the discounted present value of
the vested benefits using an 7% discount rate and considering future service
until retirement (age 60 for women; age 65 for men), adjusted for estimated
employee turnover.                                                                                                                                                                                  
|
| |  | s. Revenue Recognition- Revenue from product sales is recognized when the
merchandise is delivered to the customer.                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Revenue obtained from suppliers for reaching selling goals, which is
recorded on the accrual basis and included in operating revenue on the
statements of income. Rebates from suppliers are recorded as agreed-upon as
percentage of sales to customers are carried.                                                                                                                                                                                                                                       

F-10



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | t. Use of Estimates- The preparation of consolidated financial statements
in conformity with Chilean GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.                                                                                                                                                                                                                                                                                                                                                                                               
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | u. Translation to U.S. Dollars (Unaudited)- The Company maintains its
accounting records and prepares its financial statements in Chilean pesos.
The U.S. dollar amounts disclosed in the accompanying consolidated financial
statements are presented solely for the convenience of the readers, at the
December 31, 2002 Observed Exchange Rate of Ch$718.61 per US$1.00 reported
by Banco Central de Chile. This translation should not be construed as a
representation that the Chilean peso amounts actually represent or have
been, could have been or could in the future be converted into U.S. dollars
at that or any other rate.                                                                                                                                                                                                                        
|
| |  | v. Long-lived assets The Company reviews long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of assets to be
held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the impairment recognized is measured
by the amount by which the carrying amount of the assets exceeds the fair
value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell. The impairment
recognized is measured by the amount by which the carrying amount of the
assets exceeds the fair value of the assets, derived from the present value
of expected cash flows.



|3. |  | CHANGES IN ACCOUNTING PRINCIPLES                                                                                                                                                   
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | During 2002, there were no changes in accounting polices from the prior year
that might have a significant impact on the interpretation of these
consolidated financial statements.
|  
|4. |  | MARKETABLE SECURITIES                                                                                                                                                              
|  
|   |  | The detail of marketable securities is as follows:                                                                                                                                 

|                                       |  |                 |           |       |  |  |           | 
|-------------------------------------- |  | --------------- | --------- | ----- |  |  | --------- | 
|                                       |  | At December 31,
|                                       |  |                
|                                       |  | 2001            |           | 2002 
|                                       |  |                 |           |      
|                                       |  | ThCh$           |           | ThCh$
|Shares                                 |  |                 | 100,566   |       |  |  | 76,039    | 
|Mutual funds (fixed income securities) |  |                 | 5,582,398 |       |  |  | 1,300,116 | 
|                                       |  |                 |           |       |  |  |           | 
|Total                                  |  |                 | 5,682,964 |       |  |  | 1,376,155 | 
|                                       |  |                 |           |       |  |  |           | 

F-11



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|5. |  | NOTES AND ACCOUNTS RECEIVABLE                             
|-- |  | ----------------------------------------------------------
|  
|   |  | The detail of notes and accounts receivable is as follows:

|                                        |  |                 |            |       |  |  |             |  
|--------------------------------------- |  | --------------- | ---------- | ----- |  |  | ----------- | -
|                                        |  | At December 31,
|                                        |  |                
|                                        |  | 2001            |            | 2002 
|                                        |  |                 |            |      
|                                        |  | ThCh$           |            | ThCh$
|Trade accounts receivable (b)           |  |                 | 44,525,947 |       |  |  | 57,857,353  |  
|Notes receivable                        |  |                 | 1,333,899  |       |  |  | 1,510,234   |  
|Sundry debtors (a)                      |  |                 | 7,076,082  |       |  |  | 70,295,062  |  
|Allowance for uncollectible receivables |  |                 | (3,012,467 | )     |  |  | (4,631,903  | )
|                                        |  |                 |            |       |  |  |             |  
|Total                                   |  |                 | 49,923,461 |       |  |  | 125,030,746 |  
|                                        |  |                 |            |       |  |  |             |  



| | (a) |  | Corresponds mainly to the long-term portion of the account
receivable from Disco S.A.., as
established in contract for the sale of shares of Supermercados
Ekono S.A.. The sales price was US$150,000,000 to be paid as follows:
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a. US$60,000,000 in cash     
| |  |  | -----------------------------
|
| |  |  | b. US$90,000,000 in May 2003.



| |  | According to the sales contract entered into by the parties in December
1999, such account receivable is guaranteed by Disco/Ahold International
Holdings N.V.                                                                                                                                                                                                                                                                                                                            
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The debtor has indicated its intention of settling this balance using a
mechanism currency different from that established in the sale agreement
this taking into effect changes in currency value at contracted payment
dates.                                                                                                                                                                                                                                                             
|
| |  | In the opinion of the legal advisers and the management, the Society has
contractual and legal recourses that will allow it to recover the balance,
in the form originally agreed and as a result, no provision is necessary for
the debt due by Disco S.A., guaranteed by Disco Ahold International Holding
N.V.                                                                                                                                                                          
|
| |  | As explained in Note 23 (Subsequent events) to the financial statements,
on May 2, 2003, Disco S.A. paid ARG$125,867,351.62 to Distribución y
Servicio D & S S.A., which is equivalent to the original in US$ debt
converted to Argentine pesos using an exchange rate of ARG$1=US$1, plus an
adjustment for an inflation multiple of 1.4427. This translates into
US$44,952,625 using an exchange rate of ARG$2.8 = US$1 and ThCh$31,499,204,
using an exchange rate of Ch$700.72 = US$1.
|
| |  | The unpaid balance at maturity date of ThCh$34,341,196 (US$45,047,374) which
is the unpaid portion of the original US$90,000,000 debt, will be collected
as described in Note 23 (Subsequent events).                                                                                                                                                                                                                                                                                     

F-12



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | At December 31, 2001, this balances corresponds to domestic receivables,
basically deposits in guarantee given to third parties, debtor vouchers,
checks and receivables from employees, which had been reclassified as
long-term.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | In 2002, this include ThCh$38,857,993 (ThCh$25,546,031 in 2001) of
the credit and obligation portfolio that the indirect subsidiary
Servicios y Admistración de Créditos Comerciales Presto Ltda.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | INVENTORIES                             
|-- |  | ----------------------------------------
|  
|   |  | The detail of inventories is as follows:

|                                                      |  |                 |            |       |  |  |            |  
|----------------------------------------------------- |  | --------------- | ---------- | ----- |  |  | ---------- | -
|                                                      |  | At December 31,
|                                                      |  |                
|                                                      |  | 2001            |            | 2002 
|                                                      |  |                 |            |      
|                                                      |  | ThCh$           |            | ThCh$
|Merchandise for sale                                  |  |                 | 69,654,480 |       |  |  | 85,154,253 |  
|Imports in transit                                    |  |                 | 869,734    |       |  |  | 4,687,725  |  
|Supplies                                              |  |                 | 378,582    |       |  |  | 558,570    |  
|                                                      |  |                 |            |       |  |  |            |  
|Subtotal                                              |  |                 | 70,902,796 |       |  |  | 90,400,548 |  
|Provision to reduce inventory to net realizable value |  |                 |            |       |  |  | (1,143,323 | )
|                                                      |  |                 |            |       |  |  |            |  
|Total                                                 |  |                 | 70,902,796 |       |  |  | 89,257,225 |  
|                                                      |  |                 |            |       |  |  |            |  



|7. |  | OTHER CURRENT ASSETS                             
|-- |  | -------------------------------------------------
|  
|   |  | The detail of other current assets is as follows:

|               |  |                 |           |       |  |  |           | 
|-------------- |  | --------------- | --------- | ----- |  |  | --------- | 
|               |  | At December 31,
|               |  |                
|               |  | 2001            |           | 2002 
|               |  |                 |           |      
|               |  | ThCh$           |           | ThCh$
|Deferred taxes |  |                 | 709,238   |       |  |  | 1,999,059 | 
|Other          |  |                 | 781,429   |       |  |  | 1,145,452 | 
|               |  |                 |           |       |  |  |           | 
|Totals         |  |                 | 1,490,667 |       |  |  | 3,144,511 | 
|               |  |                 |           |       |  |  |           | 

F-13



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|8. |  | PROPERTY, PLANT AND EQUIPMENT                             
|-- |  | ----------------------------------------------------------
|  
|   |  | The detail of property, plant and equipment is as follows:

|                                          |                          |  |                 |             |       |  |              |             | 
|----------------------------------------- | ------------------------ |  | --------------- | ----------- | ----- |  | ------------ | ----------- | 
|                                          |                          |  | At December 31,
|                                          |                          |  |                
|                                          |                          |  | 2001            |             | 2002 
|                                          |                          |  |                 |             |      
|                                          |                          |  | ThCh$           |             | ThCh$
|Land                                      |                          |  | 126,733,456     |             |       |  | 128,836,998  |            
|Buildings and infrastructure:             |                          |  |                 |             |       |  |              |            
|                                          | Buildings                |  |                 | 294,619,634 |       |  |              | 332,870,176 | 
|                                          | Construction in progress |  |                 | 9,035,358   |       |  |              | 6,683,029   | 
|Machinery and equipment                   |                          |  | 109,689,360     |             |       |  | 127,146,814  |            
|Other:                                    |                          |  |                 |             |       |  |              |            
|                                          | Leased assets (1)        |  |                 | 29,035,269  |       |  |              | 35,218,942  | 
|                                          | Fixtures                 |  |                 | 23,961,340  |       |  |              | 28,870,427  | 
|                                          | Imports in transit       |  |                 | 538,056     |       |  |              |            | 
|                                          |                          |  |                 |             |       |  |              |            
|Subtotal                                  |                          |  | 593,612,473     |             |       |  | 659,626,386  |            
|                                          |                          |  |                 |             |       |  |              |            
|Technical revaluation (2):                |                          |  |                 |             |       |  |              |            
|                                          | Land                     |  |                 | 3,486,260   |       |  |              | 3,486,260   | 
|                                          | Buildings                |  |                 | 539,487     |       |  |              | 539,487     | 
|                                          |                          |  |                 |             |       |  |              |            
|Subtotal                                  |                          |  | 4,025,747       |             |       |  | 4,025,747    |            
|                                          |                          |  |                 |             |       |  |              |            
|Total gross property, plant and equipment |                          |  | 597,638,220     |             |       |  | 663,652,133  |            
|Accumulated depreciation                  |                          |  | (143,405,687    | )           |       |  | (174,073,317 | )          
|                                          |                          |  |                 |             |       |  |              |            
|Total net property, plant and equipment   |                          |  | 454,232,533     |             |       |  | 489,578,816  |            
|                                          |                          |  |                 |             |       |  |              |            



| | (1) |  | Correspond to land, buildings and equipment acquired under finance
leases and leaseback agreements to build and rent supermarkets.                                          
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | The technical revaluation was determined based on a study by
independent consultants, in accordance with Circular No1529 of the
Superintendency of Securities and Insurance.



| |  | Depreciation for the year amounts to ThCh$29,387,658 in 2000,
ThCh$31,010,804 in 2001 and ThCh$30,817,117 in 2002, and includes
ThCh$28,670 in each year for the depreciation of the technical revaluation.
These amounts include the amortization expense associated with leased
assets.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-14



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | Useful lives assigned to property, plant and equipment:                               
| |  | --------------------------------------------------------------------------------------
|
| |  | The detail of the useful life assigned to property, plant and equipment is
as follows:

|  |  |                              |  |               
|- |  | ---------------------------- |  | --------------
| |  | Buildings and infrastructure |  | 20 to 60 years
| |  | Machinery and equipment      |  | 4 to 7 years  
| |  | Leased assets                |  | 5 to 7 years  
| |  | Fixtures                     |  | 10 years      
| |  | Other fixed assets           |  | 4 years       



|9. |  | OTHER ASSETS  NET                     
|-- |  | ---------------------------------------
|  
|   |  | Other assets are summarized as follows:

|                                                     |  |                 |            |       |  |  |            | 
|---------------------------------------------------- |  | --------------- | ---------- | ----- |  |  | ---------- | 
|                                                     |  | At December 31,
|                                                     |  |                
|                                                     |  | 2001            |            | 2002 
|                                                     |  |                 |            |      
|                                                     |  | ThCh$           |            | ThCh$
|Goodwill (net) (Note 9a)                             |  |                 | 10,096,787 |       |  |  | 9,659,599  | 
|Investment in other company                          |  |                 | 830,918    |       |  |  | 69,565     | 
|Account receivable from sale of subsidiary
(Note 5a) |  |                 | 60,699,033 |       |  |  |           | 
|Other long-term assets (Note 9b)                     |  |                 | 5,937,288  |       |  |  | 8,440,242  | 
|                                                     |  |                 |            |       |  |  |            | 
|Total                                                |  |                 | 77,564,026 |       |  |  | 18,169,406 | 
|                                                     |  |                 |            |       |  |  |            | 



| |  | a. Goodwill and negative goodwill                                                        
| |  | -----------------------------------------------------------------------------------------
|
| |  | Goodwill and (negative goodwill) net of accumulated amortization are
detailed as follows:

|                             |  |                 |            |       |  |  |            |  
|---------------------------- |  | --------------- | ---------- | ----- |  |  | ---------- | -
|                             |  | At December 31,
|                             |  |                
|                             |  | 2001            |            | 2002 
|                             |  |                 |            |      
|                             |  | ThCh$           |            | ThCh$
|SAITEC S.A.                  |  |                 | (547,343   | )     |  |  | (410,507   | )
|El Rodeo S.A.                |  |                 | (822,824   | )     |  |  | (617,118   | )
|Inversiones Solpacific Ltda. |  |                 | (66,130    | )     |  |  | (58,981    | )
|Maquinsa S.A.                |  |                 | 11,030,942 |       |  |  | 10,287,283 |  
|Other                        |  |                 | 502,142    |       |  |  | 458,922    |  
|                             |  |                 |            |       |  |  |            |  
|Total                        |  |                 | 10,096,787 |       |  |  | 9,659,599  |  
|                             |  |                 |            |       |  |  |            |  



| |  | The accumulated amortization for goodwill was ThCh$5,019,263 and
ThCh$5,762,923 at December 31, 2001 and December 31, 2002.
| |  | ---------------------------------------------------------------------------------------------------------------------------

F-15



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | Incorporation of Saitec S.A., El Rodeo S.A. and Almac Internacional S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | On December 28, 1995 the Company received 99.96%, 99.99% and 99.99%
interests in Saitec S.A., El Rodeo S.A., and Almac Internacional S.A.,
respectively, as payment for the capital increase approved at the
Extraordinary Shareholders Meeting held on that date. These investments
were contributed by the shareholders Empresas Almac S.A. and Estudios y
Proyectos Comerciales e Inmobiliarios S.A.                                                                                                                          
|
| |  | The acquisitions were accounted for as described in Note 2b. The excess of
the carrying value of the underlying net assets over the stated increase in
the Companys capital (negative goodwill) was recognized and is amortized
over ten years.                                                                                                                                                                                                                                                                                  
|
| |  | Acquisition of Maquinsa S.A. (formerly Fullmarket S.A.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | On October 31, 1996, the Company acquired from unrelated third parties a
100.00% interest in Maquinsa S.A. for ThCh$12,541,143, that was paid during
1997. During 1999 the Company increased the goodwill balance by
ThCh$1,032,927 paid as the result of the arbitration proceeding that settled
a dispute with Fullmarkets former owners. The acquisition was accounted
for as a purchase. Excess of cost and liabilities acquired over assets
acquired was designated as goodwill, which is being amortized over twenty
years.
|
| |  | Acquisition of Alimentos y Servicios Ltda. and Inversiones Solpacific S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | In April 2001, 50% of the outstanding shares of Sociedades Alimentos y
Servicios Ltda. and Inversiones Solpacific S.A. were purchased through the
subsidiary companies Administradoras de Concesiones Comerciales de
Supermercados S.A. and Administradora de Concesiones de Hipermercados S.A.,
respectively.                                                                                                                                                                                                                    



| |  | b. Other long-term assets                      
| |  | -----------------------------------------------
|
| |  | Other long-term assets are detailed as follows:

|                                                      |  |                 |           |       |  |  |           | 
|----------------------------------------------------- |  | --------------- | --------- | ----- |  |  | --------- | 
|                                                      |  | At December 31,
|                                                      |  |                
|                                                      |  | 2001            |           | 2002 
|                                                      |  |                 |           |      
|                                                      |  | ThCh$           |           | ThCh$
|Electric utility refundable advances                  |  |                 | 386,963   |       |  |  | 266,290   | 
|Deferred discount on bond issuance                    |  |                 | 2,477,480 |       |  |  | 2,154,366 | 
|Deferred expenses of bond placement
and issuance cost |  |                 | 1,670,531 |       |  |  | 1,320,356 | 
|Investment in related companies                       |  |                 | 555,272   |       |  |  | 1,608,593 | 
|Long term receivables                                 |  |                 |          |       |  |  | 2,905,971 | 
|Other                                                 |  |                 | 847,042   |       |  |  | 184,666   | 
|                                                      |  |                 |           |       |  |  |           | 
|Total                                                 |  |                 | 5,937,288 |       |  |  | 8,440,242 | 
|                                                      |  |                 |           |       |  |  |           | 

F-16



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|10. |  | ACCOUNTS PAYABLE                                     
|--- |  | -----------------------------------------------------
|   
|    |  | Accounts and notes payable are summarized as follows:

|                   |  |                 |             |       |  |  |             | 
|------------------ |  | --------------- | ----------- | ----- |  |  | ----------- | 
|                   |  | At December 31,
|                   |  |                
|                   |  | 2001            |             | 2002 
|                   |  |                 |             |      
|                   |  | ThCh$           |             | ThCh$
|Domestic suppliers |  |                 | 152,560,026 |       |  |  | 157,758,860 | 
|Foreign suppliers  |  |                 | 1,319,062   |       |  |  | 756,441     | 
|                   |  |                 |             |       |  |  |             | 
|Total              |  |                 | 153,879,088 |       |  |  | 158,515,301 | 
|                   |  |                 |             |       |  |  |             | 



|11. |  | ACCRUALS AND WITHHOLDINGS                           
|--- |  | ----------------------------------------------------
|   
|    |  | Accruals and withholdings are summarized as follows:

|              |                        |  |                 |           |       |  |            |           | 
|------------- | ---------------------- |  | --------------- | --------- | ----- |  | ---------- | --------- | 
|              |                        |  | At December 31,
|              |                        |  |                
|              |                        |  | 2001            |           | 2002 
|              |                        |  |                 |           |      
|              |                        |  | ThCh$           |           | ThCh$
|Accruals:     |                        |  |                 |           |       |  |            |          
|              | Vacations              |  |                 | 2,013,914 |       |  |            | 2,660,729 | 
|              | Restructuring expenses |  |                 |           |       |  |            | 4,948,000 | 
|              | Bonuses payable        |  |                 | 1,947,605 |       |  |            | 1,899,084 | 
|              | Other                  |  |                 | 3,847,415 |       |  |            | 5,523,580 | 
|              |                        |  |                 |           |       |  |            |          
|Subtotal      |                        |  | 7,808,934       |           |       |  | 15,031,393 |          
|Withholdings: |                        |  |                 |           |       |  |            |          
|              | Other                  |  |                 | 2,006,619 |       |  |            | 2,404,349 | 
|              |                        |  |                 |           |       |  |            |          
|Total         |                        |  | 9,815,553       |           |       |  | 17,435,742 |          
|              |                        |  |                 |           |       |  |            |          

F-17



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|12. |  | BANK DEBT, SUNDRY CREDITORS AND OTHER LIABILITIES
|--- |  | -------------------------------------------------



| |  | a. Short-term bank debt                       
| |  | ----------------------------------------------
|
| |  | Short-term bank debt is summarized as follows:

|                                                |                              |  |                 |            |       |  |            |            | 
|----------------------------------------------- | ---------------------------- |  | --------------- | ---------- | ----- |  | ---------- | ---------- | 
|                                                |                              |  | At December 31,
|                                                |                              |  |                
|                                                |                              |  | 2001            |            | 2002 
|                                                |                              |  |                 |            |      
|                                                |                              |  | ThCh$           |            | ThCh$
|Payable in:                                     |                              |  |                 |            |       |  |            |           
|                                                | United States dollars        |  |                 | 13,069,579 |       |  |            | 18,924,081 | 
|                                                | Chilean pesos (not indexed)  |  |                 | 45,543     |       |  |            | 26,696,138 | 
|                                                | Inflation-linked units (UFs) |  |                 |            |       |  |            | 440,361    | 
|                                                |                              |  |                 |            |       |  |            |           
|Total                                           |                              |  | 13,115,122      |            |       |  | 46,060,580 |           
|                                                |                              |  |                 |            |       |  |            |           
|Weighted average interest rates are as follows: |                              |  |                 |            |       |  |            |           
|Loans in U.S. Dollars                           |                              |  | 5.60            | %          |       |  | 5.60       | %         
|Loans in Chilean pesos (not indexed)            |                              |  | 5.75            | %          |       |  | 5.75       | %         
|Loans in inflation-linked units (UFs)           |                              |  | 9.60            | %          |       |  | 9.60       | %         



| |  | b. Long-term bank debt                       
| |  | ---------------------------------------------
|
| |  | Long-term bank debt is summarized as follows:

|                      |                                  |  |                 |            |            |  |            |            | 
|--------------------- | -------------------------------- |  | --------------- | ---------- | ---------- |  | ---------- | ---------- | 
|                      |                                  |  | At December 31,
|                      |                                  |  |                
|                      |                                  |  | 2001            |            | 2002      
|                      |                                  |  |                 |            |           
|                      |                                  |  | ThCh$           |            | ThCh$     
|Payable in:           |                                  |  |                 |            |            |  |            |           
|                      | Inflation-linked units (UFs)     |  |                 | 95,361,516 |            |  |            | 69,810,515 | 
|Less: Current portion |                                  |  | 25,740,337      |            |            |  | 37,073,939 |           
|                      |                                  |  |                 |            |            |  |            |           
|Long-term portion     |                                  |  | 69,621,179      |            |            |  | 32,736,576 |           
|                      |                                  |  |                 |            |            |  |            |           
|                      | Inflation-linked units (UFs) (1) |  | TAB+ 1.25%      |            | TAB+ 1.25%



| |  | (1) TAB represents the Annual
Cost of Funds Bank Rate
| |  | ------------------------------------------------------

F-18



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | The UF denominated debt matures serially. Long-term bank debt is payable as
follows:
| |  | ------------------------------------------------------------------------------------

|      |  |       |            | 
|----- |  | ----- | ---------- | 
|      |  | ThCh$
|2004  |  |       | 19,719,304 | 
|2005  |  |       | 13,017,272 | 
|      |  |       |            | 
|Total |  |       | 32,736,576 | 
|      |  |       |            | 



| |  | The material covenants of our long-term debt agreements at December 31,
2002 are described in the table below:
| |  | --------------------------------------------------------------------------------------------------------------

Principal Loan Covenants

|                |  |  |    |  |  |                                                                                                                               
|--------------- |  |  | -- |  |  | ------------------------------------------------------------------------------------------------------------------------------
|Banco Santiago  |  |  | 1. |  |  | Not to grant as guarantees receivables of Disco S.A.                                                                          
|                |  |  | 2. |  |  | To deliver 45% of all payments received from Disco S.A.                                                                       
|                |  |  | 3. |  |  | Minimum coverage of financial expenses of 3.75 (operating income
+depreciation/financial expenses) for June and December      
|                |  |  | 4. |  |  | Not to sell or encumber the Ekono, Almac and Lider brands.                                                                    
|                |  |  | 5. |  |  | Leverage less than 1.5 (current liability/net worth minus intangible
asset) for June and December.                            
|                |  |  | 6. |  |  | Not to grant new guarantees.                                                                                                  
|                |  |  |    |  |  |                                                                                                                               
|Banco Santander |  |  | 1. |  |  | Minimum coverage of financial expenses of 3.75 (operating income +
depreciation/financial expenses) for June and December.    
|                |  |  | 2. |  |  | Leverage less than 1.50 (current liability/net worth minus
intangible assets) for June and December.                          
|                |  |  | 3. |  |  | Not to sell or encumber the Ekono, Almac and Lider brands.                                                                    
|                |  |  | 4. |  |  | Not to grant new guarantees                                                                                                   
|                |  |  |    |  |  |                                                                                                                               
|Bonds           |  |  | 1. |  |  | Financial levarage less than 1.20 (liability that accrues
interest/net worth).                                                
|                |  |  | 2. |  |  | Minimum coverage of financial expenses of 3.50 (operating income +
depreciation/financial expenses) for a period of 12 months.
|                |  |  | 3. |  |  | Maintain at least 0.34 of encumberable assets free from encumbrances.                                                         

F-19



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | c. Capital lease and leaseback obligations                        
| |  | ------------------------------------------------------------------
|
| |  | Capital lease and leaseback obligations are summarized as follows:

|                                                |  |                 |            |       |  |  |            | 
|----------------------------------------------- |  | --------------- | ---------- | ----- |  |  | ---------- | 
|                                                |  | At December 31,
|                                                |  |                
|                                                |  | 2001            |            | 2002 
|                                                |  |                 |            |      
|                                                |  | ThCh$           |            | ThCh$
|Capital lease obligations                       |  |                 | 3,933,566  |       |  |  | 7,600,690  | 
|Less: Current portion                           |  |                 | 1,278,421  |       |  |  | 2,527,669  | 
|                                                |  |                 |            |       |  |  |            | 
|Long-term portion                               |  |                 | 2,655,145  |       |  |  | 5,073,021  | 
|                                                |  |                 |            |       |  |  |            | 
|Leaseback obligations                           |  |                 | 10,382,200 |       |  |  | 8,621,521  | 
|Less: Current portion                           |  |                 | 1,766,887  |       |  |  | 1,919,993  | 
|                                                |  |                 |            |       |  |  |            | 
|Long-term portion                               |  |                 | 8,615,313  |       |  |  | 6,701,528  | 
|                                                |  |                 |            |       |  |  |            | 
|Total long-term lease and leaseback obligations |  |                 | 11,270,458 |       |  |  | 11,774,549 | 
|                                                |  |                 |            |       |  |  |            | 



| |  | Lease and leaseback obligations are stated in inflation-linked units and
accrue interest at rates that range from 7% to 13.56%.
| |  | -------------------------------------------------------------------------------------------------------------------------------
|
| |  | Leaseback agreements                                                                                                           

|                     |  |                            |  |          |         |         |  |              |         |       |  |                  |     |                   |  |  |      |               |  |                          |  |  |          |   |  |  |  | 
|-------------------- |  | -------------------------- |  | -------- | ------- | ------- |  | ------------ | ------- | ----- |  | ---------------- | --- | ----------------- |  |  | ---- | ------------- |  | ------------------------ |  |  | -------- | - |  |  |  | 
|                     |  |                            |  |          |         | Selling |  | Nominal      |         | No of |  | Interest         |     |                   |  |  |      | Income (loss)
|Creditor             |  | Asset                      |  | prime in |         | value   |  | installments |         | rate  |  | Term of contract |     | from transactions
|                     |  |                            |  | UF       |         | UF      |  |              |         | %     |  |                  |     | ThCh$            
|Bansa Santander S.A. |  | Land and buildings Alameda |  |          | 380,518 |         |  |              | 570,504 |       |  |                  | 121 |                   |  |  | 8.57 |               |  | 18.12.1996 al 20.01.2007 |  |  |         |  
|Bansa Santander S.A. |  | Land and buildings Maipú   |  |          | 519,499 |         |  |              | 763,499 |       |  |                  | 121 |                   |  |  | 8.28 |               |  | 30.08.1996 al 02.10.2006 |  |  | (306,377 | )
|Bansa Santander S.A. |  | Land San Bernardo          |  |          | 109,893 |         |  |              | 111,711 |       |  |                  | 121 |                   |  |  | 8.20 |               |  | 14.03.1997 al 14.03.2007 |  |  | (50,101  | )
|Bansa Santander S.A. |  | Land San Bernardo          |  |          | 21,026  |         |  |              | 30,904  |       |  |                  | 123 |                   |  |  | 8.65 |               |  | 04.12.1997 al 14.03.2007 |  |  |         |  



| |  | The losses derived when comparing the book value with the selling price are
amortized over the term to the respective contracts and are include in other
fixed assets, as part of leased assets.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Future minimum lease payments on the long-term portion of capital lease and
leaseback obligations at December 31, 2002 are as follows:                                                          

|      |  |       |            | 
|----- |  | ----- | ---------- | 
|      |  | ThCh$
|2004  |  |       | 4,315,463  | 
|2005  |  |       | 4,354,372  | 
|2006  |  |       | 2,909,719  | 
|2007  |  |       | 194,995    | 
|      |  |       |            | 
|Total |  |       | 11,774,549 | 
|      |  |       |            | 

F-20



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | d. Short-term sundry creditors                        
| |  | ------------------------------------------------------
|
| |  | Short-term sundry creditors are summarized as follows:
|

|                                                                                       |  |                 |           |       |  |  |           | 
|-------------------------------------------------------------------------------------- |  | --------------- | --------- | ----- |  |  | --------- | 
|                                                                                       |  | At December 31,
|                                                                                       |  |                
|                                                                                       |  | 2001            |           | 2002 
|                                                                                       |  |                 |           |      
|                                                                                       |  | ThCh$           |           | ThCh$
|Sundry creditors from sale of subsidiary                                               |  |                 | 482,901   |       |  |  |           | 
|Due to Inmobiliaria Los Condores S.A.
and others and accruing interest
at 6.58% a yera |  |                 |           |       |  |  | 1,442,066 | 
|Other (in Chilean pesos)                                                               |  |                 | 4,585,799 |       |  |  | 4,432,865 | 
|                                                                                       |  |                 |           |       |  |  |           | 
|Total                                                                                  |  |                 | 5,068,700 |       |  |  | 5,874,931 | 
|                                                                                       |  |                 |           |       |  |  |           | 



| |  | e. Debentures and bonds                                 
| |  | --------------------------------------------------------
|
| |  | Long-term debentures and bonds is summarized as follows:
|

|                             |  |                 |            |       |  |  |            | 
|---------------------------- |  | --------------- | ---------- | ----- |  |  | ---------- | 
|                             |  | At December 31,
|                             |  |                
|                             |  | 2001            |            | 2002 
|                             |  |                 |            |      
|                             |  | ThCh$           |            | ThCh$
|Payable in:                  |  |                 |            |       |  |  |            | 
|Inflation-linked units (UFs) |  |                 | 82,744,769 |       |  |  | 82,498,169 | 
|Chilean pesos                |  |                 |            |       |  |  | 36,132,435 | 
|Less: current portion        |  |                 | 1,583,994  |       |  |  | 25,666,452 | 
|                             |  |                 |            |       |  |  |            | 
|Total                        |  |                 | 81,160,775 |       |  |  | 92,964,152 | 
|                             |  |                 |            |       |  |  |            | 



| |  | D&S and its subsidiary SAITEC S.A. have issued bond to the Chilean public in
UFs. The issues are summarized as follows:
| |  | -----------------------------------------------------------------------------------------------------------------------
|
| |  | Bonds:                                                                                                                 
|
| |  | D&S- This liability corresponds to two series of debentures issued in 2000.
The detail is as follows:                  

|         |  |             |            |            |  |        |  |        |           |               |  |             |  |         |                   |              |  |                              |  |                                                        |  |                                                                              
|-------- |  | ----------- | ---------- | ---------- |  | ------ |  | ------ | --------- | ------------- |  | ----------- |  | ------- | ----------------- | ------------ |  | ---------------------------- |  | ------------------------------------------------------ |  | -----------------------------------------------------------------------------
|Bond     |  | Date of     |            |            |  | Amount |  |        |           |               |  |             |  | Nominal |                   | Amortization |  | Interest                    
|Issued   |  | inscription |            | Indexation |  | issued |  | Series |           | interest rate |  | Terms       |  | Payment
|         |  |             |            |            |  |        |  |        |           |               |  |             |  |        
|SERIES A |  |             | 15.11.2001 |            |  | U.F.   |  |        | 3,500,000 |               |  | A1 UF
A2 UF |  |         | 300,000
3,200,000 |              |  | 7% compounded
semiannually   |  | 1 installment due on
April 1, 2006                     |  | Semiannually, due on April 1,
and October 1, each year,
as from April 1, 2001
|         |  |             |            |            |  |        |  |        |           |               |  |             |  |         |                   |              |  |                              |  |                                                        |  |                                                                              
|SERIES B |  |             | 15.11.2001 |            |  | U.F.   |  |        | 1,200,000 |               |  | B1 UF
B2 UF |  |         | 200,000
1,000,000 |              |  | 6.5% compounded
semiannually |  | 32 semiannual equal
installments as from
April 1, 2007 |  | Semiannually, due on April 1,
and October 1, each year,
as from April 1, 2001

F-21



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | SAITEC S.A.- This liability corresponds to UF350,000 of 22 year debentures
issued in 1992. Principal is paid down semiannually from October 1, 1995,
after a three year grace period. Interest is payable semiannually at 6.5%.
These debentures have no specific guarantees.                                                                                                                                                                                                                            
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Interest accrued at December 31, 2002 and 2001 was ThCh$1,420,361 and
ThCh$1,478,316 respectively and is included under current liabilities. The
difference between par value and the effective placement value is being
deferred and amortized by the interest method. The prepaid discount at
December 31, 2002, was ThCh$2,483,708 (ThCh$2,809,448 in 2001) and is
included under current assets for ThCh$329,342 (ThCh$331,968 in 2001) and
other assets for ThCh$2,154,366 (ThCh$2,477,480 in 2001).
|
| |  | Debentures:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | On November 15, 2002, the Company registered an issue of bearer promissory
notes amounting to UF2,150,000, with the Securities and Insurance Register,
under number 003, with have the following characteristics:                                                                                                                                                                                                                                                                                        



| | a) |  | Accrued interest on the promissory notes at year end is shown with
the current portion of long-term liabilities together with the current
portion of the liability.                                                                                                                                                                                                       
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Long-term issues are shown under debentures and bonds                                                                                                                                                                                                                                                                                                                     
|
| | c) |  | The promissory notes have no special guarantees                                                                                                                                                                                                                                                                                                                           
|
| | d) |  | At December 31, 2002, the premium from the placement of the
promissory notes amounts to ThCh$167,810, of which ThCh$77,209 is shown
in other short-term liabilities and ThCh$90,601, in other long-term
liabilities.                                                                                                                                                      
|
| | e) |  | The expenses incurred in the issue and placement of these
promissory notes were capitalized and are being amortized over the
issue term of the securities. At December 31, 2002, ThCh$36,994 have
been amortized, and included in the 2002 financial expenses. The
balance on ThCh$669,808 is shown in Other current assets and in Other
long-term assets for ThCh$41,194.



| |  | f. Long-term sundry creditors                                      
| |  | -------------------------------------------------------------------
|
| |  | The details of long  term portion of sundry credits is as follows.

|                                                                                         |  |                 |           |       |  |  |         | 
|---------------------------------------------------------------------------------------- |  | --------------- | --------- | ----- |  |  | ------- | 
|                                                                                         |  | At December 31,
|                                                                                         |  |                
|                                                                                         |  | 2001            |           | 2002 
|                                                                                         |  |                 |           |      
|                                                                                         |  | ThCh$           |           | ThCh$
|Due to Compañía de Petróleos de Chile S.A. for the
and accruing interest at 8.59% a year |  |                 | 258,696   |       |  |  | 236,896 | 
|Due to Inmobiliaria Los Cóndores S.A. and others and
accruing interest at 6.58% a year   |  |                 | 1,390,860 |       |  |  |        | 
|                                                                                         |  |                 |           |       |  |  |         | 
|Long-term portion                                                                        |  |                 | 1,649,556 |       |  |  | 236,896 | 
|                                                                                         |  |                 |           |       |  |  |         | 

F-22



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|13. |  | SHAREHOLDERS EQUITY
|--- |  | --------------------



| |  | The changes in shareholders equity accounts are as follows:
| |  | ------------------------------------------------------------
|

|                                                                           |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  |             |   |  |  |            |   |  |  |             |  
|-------------------------------------------------------------------------- |  | ------- | ----------- | ------- |  | ----------- | ---------- | --------- |  | -------- | --------- | ------------ |  | ----------------- | ------ | ----- |  |  | ----------- | - |  |  | ----------- | - |  |  | ---------- | - |  |  | ----------- | -
|                                                                           |  |         |             |         |  |             |            |           |  |          |           |              |  | Retained earnings |        |       |  | 
|                                                                           |  |         |             |         |  | Additional  |            | Technical |  |          |           |              |  |                   |        |       |  | 
|                                                                           |  | Paid-in |             | paid-in |  | revaluation |            | Other     |  | Retained |           | Net income   |  | Interim           |        |       |  | 
|                                                                           |  | capital |             | capital |  | reserve     |            | reserves  |  | earnings |           | for the year |  | dividends         |        | Total
|                                                                           |  | ThCh$   |             | ThCh$   |  | ThCh$       |            | ThCh$     |  | ThCh$    |           | ThCh$        |  | ThCh$             |        | ThCh$
|Balances, January 1, 2000                                                  |  |         | 192,075,080 |         |  |             |            |           |  |          | 1,139,891 |              |  |                   | 30,055 |       |  |  | 42,642,982  |   |  |  | (8,639,173  | ) |  |  | (5,524,065 | ) |  |  | 221,724,770 |  
|Transfers                                                                  |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  | (14,163,238 | ) |  |  | 8,639,173   |   |  |  | 5,524,065  |   |  |  |             |  
|Capital paid in                                                            |  |         | 117,360     |         |  |             | 1,014,229  |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  |             |   |  |  |            |   |  |  | 1,131,589   |  
|Dividends paid                                                             |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  | (5,517,142  | ) |  |  |             |   |  |  | (5,520,000 | ) |  |  | (11,037,142 | )
|Monetary correction                                                        |  |         | 9,030,159   |         |  |             | 22,878     |           |  |          | 53,575    |              |  |                   | 1,412  |       |  |  | 1,178,571   |   |  |  |             |   |  |  | (99,360    | ) |  |  | 10,187,235  |  
|Net income for the year                                                    |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  | 28,710,369  |   |  |  |            |   |  |  | 28,710,369  |  
|                                                                           |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  |             |   |  |  |            |   |  |  |             |  
|Balances, December 31, 2000                                                |  |         | 201,222,599 |         |  |             | 1,037,107  |           |  |          | 1,193,466 |              |  |                   | 31,467 |       |  |  | 24,141,173  |   |  |  | 28,710,369  |   |  |  | (5,619,360 | ) |  |  | 250,716,821 |  
|Price-level restatement                                                    |  |         | 6,237,900   |         |  |             | 32,150     |           |  |          | 36,997    |              |  |                   | 977    |       |  |  | 748,376     |   |  |  | 890,021     |   |  |  | (174,200   | ) |  |  | 7,772,221   |  
|                                                                           |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  |             |   |  |  |            |   |  |  |             |  
|Balances as of December
31, 2000 price-level restated
at December 31, 2000 |  |         | 207,460,499 |         |  |             | 1,069,257  |           |  |          | 1,230,463 |              |  |                   | 32,444 |       |  |  | 24,889,549  |   |  |  | 29,600,390  |   |  |  | (5,793,560 | ) |  |  | 258,489,042 |  
|                                                                           |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  |             |   |  |  |            |   |  |  |             |  
|Balances, January 1, 2001                                                  |  |         | 201,222,599 |         |  |             | 1,037,107  |           |  |          | 1,193,466 |              |  |                   | 31,467 |       |  |  | 24,141,173  |   |  |  | 28,710,369  |   |  |  | (5,619,360 | ) |  |  | 250,716,821 |  
|Transfers                                                                  |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  | 23,091,009  |   |  |  | (28,710,369 | ) |  |  | 5,619,360  |   |  |  |             |  
|Dividends paid                                                             |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  | (8,280,000  | ) |  |  |             |   |  |  |            |   |  |  | (8,280,000  | )
|Capitalization of reserves                                                 |  |         | 1,038,144   |         |  |             | (1,038,144 | )         |  |          |           |              |  |                   |        |       |  |  |             |   |  |  |             |   |  |  |            |   |  |  |             |  
|Monetary correction                                                        |  |         | 6,268,006   |         |  |             | 1,037      |           |  |          | 36,997    |              |  |                   | 977    |       |  |  | 1,265,478   |   |  |  |             |   |  |  |            |   |  |  | 7,572,495   |  
|Net income for the year                                                    |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  | 39,365,276  |   |  |  | (6,900,000 | ) |  |  | 32,465,276  |  
|                                                                           |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  |             |   |  |  |            |   |  |  |             |  
|Balances, December 31, 2001                                                |  |         | 208,528,749 |         |  |             |            |           |  |          | 1,230,463 |              |  |                   | 32,444 |       |  |  | 40,217,660  |   |  |  | 39,365,276  |   |  |  | (6,900,000 | ) |  |  | 282,474,592 |  
|Price-level restatement                                                    |  |         | 6,255,863   |         |  |             |            |           |  |          | 36,914    |              |  |                   | 973    |       |  |  | 1,206,530   |   |  |  | 1,180,958   |   |  |  | (207,000   | ) |  |  | 8,474,238   |  
|                                                                           |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  |             |   |  |  |            |   |  |  |             |  
|Balances as of December
31, 2001 price-level restated
at December 31, 2002 |  |         | 214,784,612 |         |  |             |            |           |  |          | 1,267,377 |              |  |                   | 33,417 |       |  |  | 41,424,190  |   |  |  | 40,546,234  |   |  |  | (7,107,000 | ) |  |  | 290,948,830 |  
|                                                                           |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  |             |   |  |  |            |   |  |  |             |  
|Balances, January 1, 2002                                                  |  |         | 208,528,749 |         |  |             |            |           |  |          | 1,230,463 |              |  |                   | 32,444 |       |  |  | 40,217,660  |   |  |  | 39,365,276  |   |  |  | (6,900,000 | ) |  |  | 282,474,592 |  
|Transfers                                                                  |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  | 39,365,276  |   |  |  | (39,365,276 | ) |  |  |            |   |  |  |             |  
|Dividends paid                                                             |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  | (13,800,000 | ) |  |  |             |   |  |  | 6,900,000  |   |  |  | (6,900,000  | )
|Monetary correction                                                        |  |         | 6,255,863   |         |  |             |            |           |  |          | 36,914    |              |  |                   | 973    |       |  |  | 1,987,288   |   |  |  |             |   |  |  |            |   |  |  | 8,281,038   |  
|Net income for the year                                                    |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  | 23,777,482  |   |  |  | (6,900,000 | ) |  |  | 16,877,482  |  
|                                                                           |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  |             |   |  |  |            |   |  |  |             |  
|Balances, December 31, 2002                                                |  |         | 214,784,612 |         |  |             |            |           |  |          | 1,267,377 |              |  |                   | 33,417 |       |  |  | 67,770,224  |   |  |  | 23,777,482  |   |  |  | (6,900,000 | ) |  |  | 300,733,112 |  
|                                                                           |  |         |             |         |  |             |            |           |  |          |           |              |  |                   |        |       |  |  |             |   |  |  |             |   |  |  |            |   |  |  |             |  

| |  | a. Paid-in capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In accordance with article 10 of Law No18,046, the amount corresponding to
monetary correction of capital has been included in paid-in capital. At
December 31, 2002 and 2001, D&Ss paid-in capital is divided into
1,380,000,000 no-par-value common shares.                                                                                                                                                                                                                                                                                                                             
|
| |  | b. Capital increases                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | The Extraordinary Shareholders Meeting held on April 28, 1998 agreed to
increase D&Ss capital to ThCh$180,360,266 (historical) divided into
1,380,000,000 no-par-value common shares. This capital increase was paid
through capitalization of additional paid-in capital of ThCh$98,208,861
(historical), monetarily corrected as of March 31, 1998. At December 31,
1999 there was a balance of ThCh$117,360 (historical), equivalent to
1,740,210 shares, yet to be subscribed and paid in. In 2000 those shares
were subscribed and ThCh$1,131,589 (historical) was paid in for them.

F-23



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | The Tenth Extraordinary Meeting of Shareholders held on April 24, 2001
agreed to increase the capital of the Company from ThCh$201,222,599 to
ThCh$202,260,743, capitalizing share premiums amounting to ThCh$1,037,107
(historical) monetarily corrected at March 31, 2001.                            
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Eleventh Extraordinary Meeting of Shareholders held on May 23, 2002
agreed to increase the capital of the Company on ThCh$163,622,500. The
Company agreed to issue 250 million shares, no par value, to the public
within 3 years. At year-end, some have been subscribed, however none were
issued.
|
| |  | c. Income distribution policy                                                                                                                                                                                                                                                                           
|
| |  | In compliance with current Chilean law, the Company must distribute at least
30% of its net income as a cash dividend, unless the General Shareholders
Meeting decides otherwise by a unanimous vote of the issued shares.                                                                             
|
| |  | d. Reserve for technical revaluation of property, plant and equipment                                                                                                                                                                                                                                   
|
| |  | This reserve corresponds to D&Ss share in technical revaluations made by
subsidiaries in prior years.                                                                                                                                                                                                  
|
| |  | e. Other reserves                                                                                                                                                                                                                                                                                       
|
| |  | These reserves correspond to the excess value in the technical revaluation
of property, plant and equipment.                                                                                                                                                                                            



|14. |  | INCOME TAXES
|--- |  | ------------



| |  | a. The detail of accrued income taxes is as follows:
| |  | ----------------------------------------------------
|

|                                      |                                                      |  |                 |           |       |  |            |           | 
|------------------------------------- | ---------------------------------------------------- |  | --------------- | --------- | ----- |  | ---------- | --------- | 
|                                      |                                                      |  | At December 31,
|                                      |                                                      |  |                
|                                      |                                                      |  | 2001            |           | 2002 
|                                      |                                                      |  |                 |           |      
|                                      |                                                      |  | ThCh$           |           | ThCh$
|First category income taxes           |                                                      |  | (5,837,100      | )         |       |  | (5,832,498 | )        
|Less:                                 |                                                      |  |                 |           |       |  |            |          
|                                      | Estimated monthly payments                           |  |                 | 3,239,936 |       |  |            | 6,021,308 | 
|                                      | Personnel training credit and
Real estate tax credit |  |                 | 844,037   |       |  |            | 2,257,344 | 
|                                      | Refund due to carryback of net tax losses            |  |                 | 779,540   |       |  |            |           | 
|                                      | Arica Law tax credit                                 |  |                 | 71,325    |       |  |            | 8,825     | 
|                                      |                                                      |  |                 |           |       |  |            |          
|Net income taxes (payable) refundable |                                                      |  | (902,262        | )(1)      |       |  | 2,454,979  | (2)      
|                                      |                                                      |  |                 |           |       |  |            |          



| | (1) |  | This amounts included in other current liabilities.                                                  
| | --- |  | -----------------------------------------------------------------------------------------------------
|
| | (2) |  | At December 31, 2002, recoverable income tax is shown together with
other recoverable taxes such VAT.

F-24



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | At December 31, 2002, the Company has no retained taxable income and its tax
subsidiaries have retained taxable income of approximately ThCh$108,198,990
(M$72,000,000 in 2001). The latter are entitled to a credit for first
category tax when dividends are distributed to the shareholders. Certain
subsidiaries have tax losses for tax purposes totaling ThCh$8,988,924 as of
December 31, 2002 (M$4,840,000 in 2001).
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b. Deferred taxes- The detail of accumulated consolidated balances of
deferred taxes is as follows:                                                                                                                                                                                                                                                                                                                         
|

|                                              |  |                            |          |                            |  |                 |           |                      |  |         |  |       |  |        |            |       |  |  |           |     |  |  |           |     |  |  |         |     |  |  |            |  
|--------------------------------------------- |  | -------------------------- | -------- | -------------------------- |  | --------------- | --------- | -------------------- |  | ------- |  | ----- |  | ------ | ---------- | ----- |  |  | --------- | --- |  |  | --------- | --- |  |  | ------- | --- |  |  | ---------- | -
|                                              |  | Balance, December 31, 2001 |          | Balance, December 31, 2002 |  |                 |           |                     
|                                              |  |                            |          |                            |  |                 |           |                     
|                                              |  | Deferred assets            |          | Deferred Liabilities       |  | Deferred assets |           | Deferred Liabilities
|                                              |  | Short -                    |          | Long-                      |  | Short -         |           | Long-                |  | Short - |  | Long- |  | Short- |            | Long-
|                                              |  | term                       |          | term                       |  | term            |           | term                 |  | term    |  | term  |  | term   |            | term 
|Temporary difference                          |  | ThCh$                      |          | ThCh$                      |  | ThCh$           |           | ThCh$                |  | ThCh$   |  | ThCh$ |  | ThCh$  |            | ThCh$
|Allowance for uncollectible accounts          |  |                            | 364,076  |                            |  |                 |           |                      |  |         |  |       |  |        |            |       |  |  | 684,826   |     |  |  |           |     |  |  |         |     |  |  |            |  
|Vacations accrual                             |  |                            | 321,555  |                            |  |                 |           |                      |  |         |  |       |  |        |            |       |  |  | 468,249   |     |  |  |           |     |  |  |         |     |  |  |            |  
|Leased assets                                 |  |                            |          |                            |  |                 |           |                      |  |         |  |       |  |        | 333,934    |       |  |  |           |     |  |  |           |     |  |  |         |     |  |  | 467,953    |  
|Depreciation of property, plant and equipment |  |                            |          |                            |  |                 |           |                      |  |         |  |       |  |        | 2,526,818  |       |  |  |           |     |  |  |           |     |  |  |         |     |  |  | 2,923,091  |  
|Severance indemnity                           |  |                            | 49,270   |                            |  |                 | 407,648   |                      |  |         |  |       |  |        |            |       |  |  | 123,750   |     |  |  | 497,818   |     |  |  |         |     |  |  |            |  
|Realization allowance on inventory            |  |                            |          |                            |  |                 |           |                      |  |         |  |       |  |        |            |       |  |  | 188,648   |     |  |  |           |     |  |  |         |     |  |  |            |  
|Sundry provisions                             |  |                            | 15,981   |                            |  |                 |           |                      |  |         |  |       |  |        |            |       |  |  | 752,757   |     |  |  |           |     |  |  |         |     |  |  |            |  
|Sundry debtors                                |  |                            |          |                            |  |                 |           |                      |  |         |  |       |  |        |            |       |  |  | 36,665    |     |  |  |           |     |  |  |         |     |  |  |            |  
|Capitalized financial cost                    |  |                            |          |                            |  |                 |           |                      |  |         |  |       |  |        | 1,374,316  |       |  |  |           |     |  |  |           |     |  |  |         |     |  |  | 1,486,291  |  
|Deferred charges                              |  |                            |          |                            |  |                 |           |                      |  |         |  |       |  |        | 1,586,416  |       |  |  |           |     |  |  |           |     |  |  | 115,830 |     |  |  | 1,310,172  |  
|Tax loss                                      |  |                            | 111,749  |                            |  |                 | 698,193   |                      |  |         |  |       |  |        |            |       |  |  |           |     |  |  | 1,497,387 |     |  |  |         |     |  |  |            |  
|                                              |  |                            |          |                            |  |                 |           |                      |  |         |  |       |  |        |            |       |  |  |           |     |  |  |           |     |  |  |         |     |  |  |            |  
|Total deferred taxes                          |  |                            | 862,631  |                            |  |                 | 1,105,841 |                      |  |         |  |       |  |        | 5,821,484  |       |  |  | 2,254,895 |     |  |  | 1,995,205 |     |  |  | 115,830 |     |  |  | 6,187,507  |  
|Complementary accounts balance                |  |                            | (153,393 | )                          |  |                 | (629,497  | )                    |  |         |  |       |  |        | (3,302,612 | )     |  |  | (140,006  | )   |  |  | (570,516  | )   |  |  |         |     |  |  | (2,573,573 | )
|                                              |  |                            |          |                            |  |                 |           |                      |  |         |  |       |  |        |            |       |  |  |           |     |  |  |           |     |  |  |         |     |  |  |            |  
|Net balances per balance sheet                |  |                            | 709,238  |                            |  |                 | 476,344   | (1)                  |  |         |  |       |  |        | 2,518,872  | (1)   |  |  | 2,114,889 | (2) |  |  | 1,424,689 | (1) |  |  | 115,830 | (2) |  |  | 3,613,934  |  
|                                              |  |                            |          |                            |  |                 |           |                      |  |         |  |       |  |        |            |       |  |  |           |     |  |  |           |     |  |  |         |     |  |  |            |  



| | (1) |  | Long-term deferred tax liabilities are presented net of long-term
deferred tax assets under other long-term liabilities.  
| | --- |  | --------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | Short-term deferred tax receivable are presented net of short-term
deferred tax liabilities under other short-term assets.



| |  | The complementary accounts represent the effect of temporary differences
accumulated prior to January 1, 2000. This balance is amortized over the
estimated period the differences will reverse.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-25



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | c. The charge to income for income taxes is as follows:
| |  | -------------------------------------------------------
|

|                                                                                        |  |                                 |            |       |  |       |            |   |  |  |            |  
|--------------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | ----- |  | ----- | ---------- | - |  |  | ---------- | -
|                                                                                        |  | For the year ended December 31,
|                                                                                        |  |                                
|                                                                                        |  | 2000                            |            | 2001  |  | 2002 
|                                                                                        |  |                                 |            |       |  |      
|                                                                                        |  | ThCh$                           |            | ThCh$ |  | ThCh$
|Current tax expense                                                                     |  |                                 |            |       |  |       |            |   |  |  |            |  
|For the year                                                                            |  |                                 | (3,108,367 | )     |  |       | (5,837,100 | ) |  |  | (5,832,498 | )
|Prior year adjustment                                                                   |  |                                 |            |       |  |       | (769,814   | ) |  |  | 32,585     |  
|Deferred taxes                                                                         
|Change in deferred taxes                                                                |  |                                 | (932,623   | )     |  |       | (1,231,552 | ) |  |  | 1,799,775  |  
|Effect of amortization of complementary accounts
of deferred tax assets and liabilities |  |                                 | 528,627    |       |  |       | 302,259    |   |  |  | (656,671   | )
|                                                                                        |  |                                 |            |       |  |       |            |   |  |  |            |  
|Total charge to results                                                                 |  |                                 | (3,512,363 | )     |  |       | (7,536,207 | ) |  |  | (4,656,809 | )
|                                                                                        |  |                                 |            |       |  |       |            |   |  |  |            |  



|15. |  | FOREIGN CURRENCIES
|--- |  | ------------------



| |  | Balances in foreign currencies, all of which are denominated in United
States dollars, are summarized as follows:
| |  | -----------------------------------------------------------------------------------------------------------------
|

|                      |  |                 |            |       |  |  |            | 
|--------------------- |  | --------------- | ---------- | ----- |  |  | ---------- | 
|                      |  | At December 31,
|                      |  |                
|                      |  | 2001            |            | 2002 
|                      |  |                 |            |      
|                      |  | ThCh$           |            | ThCh$
|ASSETS                |  |                 |            |       |  |  |            | 
|Current assets        |  |                 | 6,043      |       |  |  | 64,819,356 | 
|Long-term assets      |  |                 | 60,699,033 |       |  |  |            | 
|                      |  |                 |            |       |  |  |            | 
|Total assets          |  |                 | 60,705,076 |       |  |  | 64,819,356 | 
|                      |  |                 |            |       |  |  |            | 
|LIABILITIES           |  |                 |            |       |  |  |            | 
|Current liabilities   |  |                 | 14,388,641 |       |  |  | 21,672,199 | 
|Long-term liabilities |  |                 |            |       |  |  | 4,045,870  | 
|                      |  |                 |            |       |  |  |            | 
|Total liabilities     |  |                 | 14,388,641 |       |  |  | 25,718,069 | 
|                      |  |                 |            |       |  |  |            | 
|Net asset position    |  |                 | 46,316,435 |       |  |  | 39,101,287 | 
|                      |  |                 |            |       |  |  |            | 

F-26



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|16. |  | PRICE-LEVEL RESTATEMENT
|--- |  | -----------------------



| |  | Price-level restatement (monetary correction), described in Note 2d,
credited (charged) to income is as follows:
| |  | ----------------------------------------------------------------------------------------------------------------
|

|                                                              |  |                                 |             |       |  |       |            |   |  |  |            |  
|------------------------------------------------------------- |  | ------------------------------- | ----------- | ----- |  | ----- | ---------- | - |  |  | ---------- | -
|                                                              |  | For the year ended December 31,
|                                                              |  |                                
|                                                              |  | 2000                            |             | 2001  |  | 2002 
|                                                              |  |                                 |             |       |  |      
|                                                              |  | ThCh$                           |             | ThCh$ |  | ThCh$
|Property, plant and equipment  net                           |  |                                 | 18,284,650  |       |  |       | 13,596,778 |   |  |  | 14,527,708 |  
|Non-monetary liabilities  net of assets                      |  |                                 | 284,158     |       |  |       | 1,884,633  |   |  |  | 1,613,277  |  
|Shareholders equity                                          |  |                                 | (10,818,130 | )     |  |       | (7,799,669 | ) |  |  | (8,281,038 | )
|Indexation and exchange differences                           |  |                                 | (5,816,739  | )     |  |       | (835,875   | ) |  |  | (1,023,413 | )
|Income statement amounts                                      |  |                                 | (1,269,901  | )     |  |       | (1,143,058 | ) |  |  | (1,405,366 | )
|                                                              |  |                                 |             |       |  |       |            |   |  |  |            |  
|Gain from changes in the purchasing
power of the Chilean peso |  |                                 | 664,038     |       |  |       | 5,702,809  |   |  |  | 5,431,168  |  
|                                                              |  |                                 |             |       |  |       |            |   |  |  |            |  



|17. |  | DIRECTORS REMUNERATION
|--- |  | -----------------------



| |  | The remuneration paid to the Directors of D&S and its subsidiaries for
performing their duties is summarized as follows:
| |  | ------------------------------------------------------------------------------------------------------------------------
|

|                |  |                                 |         |       |  |       |         |  |  |  |         | 
|--------------- |  | ------------------------------- | ------- | ----- |  | ----- | ------- |  |  |  | ------- | 
|                |  | For the year ended December 31,
|                |  |                                
|                |  | 2000                            |         | 2001  |  | 2002 
|                |  |                                 |         |       |  |      
|                |  | ThCh$                           |         | ThCh$ |  | ThCh$
|Attendance fees |  |                                 | 126,042 |       |  |       | 257,268 |  |  |  | 311,105 | 
|                |  |                                 |         |       |  |       |         |  |  |  |         | 



| |  | The following amounts were also paid to the Directors for activities not
related to their positions as Directors:
| |  | -----------------------------------------------------------------------------------------------------------------
|

|           |  |                                 |        |       |  |       |        |  |  |  |        | 
|---------- |  | ------------------------------- | ------ | ----- |  | ----- | ------ |  |  |  | ------ | 
|           |  | For the year ended December 31,
|           |  |                                
|           |  | 2000                            |        | 2001  |  | 2002 
|           |  |                                 |        |       |  |      
|           |  | ThCh$                           |        | ThCh$ |  | ThCh$
|Per  diem |  |                                 | 55,994 |       |  |       | 54,310 |  |  |  | 52,728 | 
|           |  |                                 |        |       |  |       |        |  |  |  |        | 

F-27



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|18. |  | NON-OPERATING INCOME AND EXPENSES
|--- |  | ---------------------------------



| |  | Non-operating income for each year is summarized as follows:
| |  | ------------------------------------------------------------
|

|                                              |  |                                 |           |       |  |       |           |  |  |  |           | 
|--------------------------------------------- |  | ------------------------------- | --------- | ----- |  | ----- | --------- |  |  |  | --------- | 
|                                              |  | For the year ended December 31,
|                                              |  |                                
|                                              |  | 2000                            |           | 2001  |  | 2002 
|                                              |  |                                 |           |       |  |      
|                                              |  | ThCh$                           |           | ThCh$ |  | ThCh$
|Interest income                               |  |                                 | 830,535   |       |  |       | 1,001,436 |  |  |  | 454,073   | 
|Amortization of negative goodwill             |  |                                 | 342,542   |       |  |       | 342,542   |  |  |  | 342,542   | 
|Refund due to carryback of net tax losses (1) |  |                                 | 779,540   |       |  |       |           |  |  |  |           | 
|Other                                         |  |                                 | 588,006   |       |  |       | 253,321   |  |  |  | 509,950   | 
|                                              |  |                                 |           |       |  |       |           |  |  |  |           | 
|Total                                         |  |                                 | 2,540,623 |       |  |       | 1,597,299 |  |  |  | 1,306,565 | 
|                                              |  |                                 |           |       |  |       |           |  |  |  |           | 



| |  | (1) See Note 24 a.2.
| |  | --------------------
|



| |  | Non-operating expense for each year is summarized as follows:
| |  | -------------------------------------------------------------
|

|                         |  |                         |            |       |  |       |            |  |  |  |            | 
|------------------------ |  | ----------------------- | ---------- | ----- |  | ----- | ---------- |  |  |  | ---------- | 
|                         |  | Year ended December 31,
|                         |  |                        
|                         |  | 2000                    |            | 2001  |  | 2002 
|                         |  |                         |            |       |  |      
|                         |  | ThCh$                   |            | ThCh$ |  | ThCh$
|Financial expense        |  |                         | 15,576,932 |       |  |       | 12,650,890 |  |  |  | 13,387,795 | 
|Amortization of goodwill |  |                         | 758,860    |       |  |       | 779,686    |  |  |  | 786,879    | 
|Minority interest        |  |                         | 103,821    |       |  |       | 168,886    |  |  |  | 61,916     | 
|Restructuring expenses   |  |                         |            |       |  |       |            |  |  |  | 4,948,000  | 
|Other                    |  |                         | 1,081,353  |       |  |       | 1,672,767  |  |  |  | 1,361,227  | 
|                         |  |                         |            |       |  |       |            |  |  |  |            | 
|Totals                   |  |                         | 17,520,966 |       |  |       | 15,272,229 |  |  |  | 20,545,817 | 
|                         |  |                         |            |       |  |       |            |  |  |  |            | 



|19. |  | TRANSACTIONS WITH RELATED PARTIES
|--- |  | ---------------------------------



| | a. |  | Related companies- The Company has transactions with its direct
and indirect affiliates and with companies that are under common
ownership or management. Balances due from and due to these companies
are shown on the balance sheets.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-28



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| | b. |  | Accounts receivable and payable- The detail of accounts receivable and
payable is the following:
| | -- |  | ------------------------------------------------------------------------------------------------

|                                                   |  |  |    |   |  |                 |           |         |  |       |           |       |  |  |           |  |  |  |           | 
|-------------------------------------------------- |  |  | -- | - |  | --------------- | --------- | ------- |  | ----- | --------- | ----- |  |  | --------- |  |  |  | --------- | 
|                                                   |  |  |    |   |  | At December 31,
|                                                   |  |  |    |   |  |                
|                                                   |  |  |    |   |  | Receivable      |           | Payable
|                                                   |  |  |    |   |  |                 |           |        
|                                                   |  |  |    |   |  | 2001            |           | 2002    |  | 2001  |           | 2002 
|                                                   |  |  |    |   |  |                 |           |         |  |       |           |      
|                                                   |  |  |    |   |  | ThCh$           |           | ThCh$   |  | ThCh$ |           | ThCh$
|Short-term:                                        |  |  |    |   |  |                 |           |         |  |       |           |       |  |  |           |  |  |  |           | 
|Servicios Profesionales y de
Comercialización S.A. |  |  | (1 | ) |  |                 |           |         |  |       |           |       |  |  | 4,830,910 |  |  |  | 7,618,658 | 
|Intersuper Argentina S.A.                          |  |  |    |   |  |                 |           |         |  |       |           |       |  |  | 15,157    |  |  |  | 15,157    | 
|Aquapuro S.A.                                      |  |  |    |   |  |                 | 60,613    |         |  |       | 208,847   |       |  |  |           |  |  |  |           | 
|Inversiones Solpacific S.A.                        |  |  |    |   |  |                 | 110,235   |         |  |       | 107,025   |       |  |  |           |  |  |  |           | 
|Inmobiliaria Mall Calama S.A.                      |  |  |    |   |  |                 | 880,107   |         |  |       | 1,137,355 |       |  |  |           |  |  |  |           | 
|                                                   |  |  |    |   |  |                 |           |         |  |       |           |       |  |  |           |  |  |  |           | 
|Totals                                             |  |  |    |   |  |                 | 1,050,955 |         |  |       | 1,453,227 |       |  |  | 4,846,067 |  |  |  | 7,633,815 | 
|                                                   |  |  |    |   |  |                 |           |         |  |       |           |       |  |  |           |  |  |  |           | 



| | (1) |  | The balance payable is owed to a shareholder, bears
interest at 3.8% a year on UF denominated principal.
| | --- |  | --------------------------------------------------------------------------------------------------------



| |  | Other balances receivable and payable are not subject to interest or
indexation.
| |  | --------------------------------------------------------------------------------



| | c. |  | Transactions- The principal transactions with related companies
are summarized as follows:
| | -- |  | ------------------------------------------------------------------------------------------

|                                           |  |             |           |       |  |       |           |       |  |       |            |       |  |  |          |   |  |  |          |   |  |  |          |  
|------------------------------------------ |  | ----------- | --------- | ----- |  | ----- | --------- | ----- |  | ----- | ---------- | ----- |  |  | -------- | - |  |  | -------- | - |  |  | -------- | -
|                                           |  | Transaction |           | Loss 
|                                           |  |             |           |      
|                                           |  | 2000        |           | 2001  |  | 2002  |           | 2000  |  | 2001  |            | 2002 
|                                           |  |             |           |       |  |       |           |       |  |       |            |      
|                                           |  | ThCh$       |           | ThCh$ |  | ThCh$ |           | ThCh$ |  | ThCh$ |            | ThCh$
|Interest and indexation on
current account |  |             | 329,212   |       |  |       | 347,651   |       |  |       | 688,762    |       |  |  | (329,212 | ) |  |  | (347,651 | ) |  |  | (688,762 | )
|Purchase of merchandise                    |  |             | 7,017,624 |       |  |       | 8,600,225 |       |  |       | 10,301,535 |       |  |  |          |   |  |  |          |   |  |  |          |  



|20. |  | SEVERANCE INDEMNITIES
|--- |  | ---------------------



| |  | The Company records an accrual for voluntary severance indemnities, which
has been accrued at the discounted present value of the vested benefit using
an 7% discount rate and considering future service until retirement (age 60
for women, age 65 for men).                                                      
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The accrual amounts to ThCh$2,480,542 in 2001 and ThCh$2,928,345 in 2002,
and is included as Accruals under long-term liabilities.                                                                                                                                                                                  
|
| |  | An additional accrual has been established to recognized the employees
turnover rate, adjusting the current portion of the accrual for severance
indemnities. The short-term accrual portion of the liability was increased
ThCh$513,932 in 2001 and ThCh$750,000 in 2002, as a result of these
assumption changes.

F-29



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|21. |  | CONTINGENCIES AND COMMITMENTS
|--- |  | -----------------------------
|   
|    |  | Parent company               



| | a. |  | Direct commitments
| | -- |  | ------------------



| | a.1. |  | To secure the loans granted by Banco Santiago and Banco
Santander, the following guarantees were constituted, which are in
force at December 31, 2002:
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mortgage in favor of Banco Santiago for land
located in the Community of Lo Barnechea and at 15 Norte St. in
Viña del Mar with a book value of ThCh$54,596,113.                                 
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Mortgage in favor of Banco Santander on land
located in the Community of La Reina with a book value of
ThCh$12,895,267.                                                                         
|
| |  |  | Mortgage in favor of Inversiones Inmobiliaria
Quilicura, Inversiones Bancard and Ases e Inversiones CMB S.A.
for land located in the Community of Chicureo with a book value
of ThChM$4,188,175.



| | a.2. |  | The Company has commitments arising from imports of
inventory and plant and equipment under bank letters of credit for
ThCh$3,611,714.
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------





| | b. |  | Indirect commitments                                                                                                                                                                                                                                            
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | The Company has no indirect commitments.                                                                                                                                                                                                                        
|
| | c. |  | Management restrictions and financial covenants:                                                                                                                                                                                                                
|
| |    |  | In accordance with long-term loan contracts with Banco Santiago and
Banco Santander, the Company must comply with certain financial
covenants. At December 31, 2002, the Company is in compliance with
these covenants.                                         
|
| | d. |  | Lawsuits                                                                                                                                                                                                                                                        
|
| |    |  | At December 31, 2002, the Company and its subsidiaries have lawsuits
filed against them which are related to their normal business activity.
According to the Companys legal advisors and the management, they do
not present risk of significant loss.        
|
| |    |  | As explained in Note 23 (Subsequent events), the Company filed a
lawsuit against Disco Ahold International Holdings N.V., the guarantor
of the debt mentioned in Note 5 Short-and Long-term Debtors and
against its Parent Company, Royal Ahold, in Holland.

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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | Subsidiaries       
| |  | -------------------
|
| |  | Direct commitments:



| |  |  | General mortgage in favor Banco Santander on the property
located in La Dehesa St. No2016, Community of Lo Barnechea. The
book value of such assets is ThCh$5,905,790.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Subsidiaries have commitments arising from imports of
inventory and plant and equipment under bank letters of credit
amounting to ThCh$639,368.                   



|22. |  | SUPPLEMENTARY CASH FLOW INFORMATION
|--- |  | -----------------------------------

|                                                                         |  |                                 |            |       |  |       |            |  |  |  |            | 
|------------------------------------------------------------------------ |  | ------------------------------- | ---------- | ----- |  | ----- | ---------- |  |  |  | ---------- | 
|                                                                         |  | For the year ended December 31,
|                                                                         |  |                                
|                                                                         |  | 2000                            |            | 2001  |  | 2002 
|                                                                         |  |                                 |            |       |  |      
|                                                                         |  | ThCh$                           |            | ThCh$ |  | ThCh$
|Interest collected                                                       |  |                                 | 478,012    |       |  |       | 621,707    |  |  |  | 127,182    | 
|                                                                         |  |                                 |            |       |  |       |            |  |  |  |            | 
|Interest paid                                                            |  |                                 | 14,685,824 |       |  |       | 12,256,095 |  |  |  | 11,628,671 | 
|                                                                         |  |                                 |            |       |  |       |            |  |  |  |            | 
|Income taxes paid                                                        |  |                                 | 3,108,367  |       |  |       | 863,716    |  |  |  | 869,677    | 
|                                                                         |  |                                 |            |       |  |       |            |  |  |  |            | 
|Property, plant and equipment acquired by
assuming directly related debt |  |                                 | 3,017,215  |       |  |       | 5,917,507  |  |  |  | 5,762,940  | 
|                                                                         |  |                                 |            |       |  |       |            |  |  |  |            | 



|23. |  | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | On May 2, 2003, Disco S.A. paid ARG$125,867,351.62, Distribución y Servicios
D&S S.A. which is equivalent to the original US$ debt translated to
Argentine pesos using an exchange rate of ARG$1=US$1, plus an adjustment for
on inflation multiple of 1.4427 for the effect on the original amount at a
par of 1:1, though date of settlement. This translates into
ThCh$31,499,204, or approximately 50% of Disco S.A.s debt with the Company
(Note 5 Notes and accounts receivable).                                                         
|   
|    |  | The Company notified the guarantor, Disco Ahold International Holdings N.V.,
of the failure to pay 100% of the obligation from the agreement for the sale
of shares, and requested payment of the remaining unpaid balance from that
Company. In addition, the Company filed lawsuits in the Dutch Antilles
against the guarantor, and in Holland, against Royal Ahold, the guarantors
Parent Company.                                                                                                                                            
|   
|    |  | The Company has steadfastly rejected the applicability of the Argentine
currency convertibility regime to, Disco-Ahold International Holdings N.V.,
the guarantor, a non-Argentine entity, as to this obligation (which was
explicitly undertaken to be a U.S. dollar obligation). We have retained
counsel in Chile, Argentina and the Netherlands and have commenced legal
actions against the guarantor, in the Netherlands Antilles, and against its
parent, Royal Ahold, in the Netherlands, in order to collect the defaulted
amount in full.

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|    |  | From January 1, 2003, and the date of the issuance these financial
statement, no other subsequent events have occurred that might affect the
balances or the interpretation of these financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|24. |  | DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | Accounting principles generally accepted in Chile (Chilean GAAP) vary in
certain important aspects from those generally accepted in the United States
of America (US GAAP). Such differences involve certain methods for
measuring the amounts included in the financial statements as well as the
required disclosures and classifications.                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | a. Difference in Measurement Methods- The principal methods applied in the
preparation of the accompanying financial statements which have resulted in
amounts which differ from those that would have otherwise been determined
under accounting principles generally accepted in the United States of
America are as follows:                                                                                                                                                                                                                                                                                                                                                            
|   
|    |  | a.1. Inflation Accounting- The cumulative inflation rate in Chile as
measured by the Consumer Price index for the three-year period ended
December 31, 2002 is 10.8%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    |  | Chilean GAAP require that financial statements be restated to reflect the
full effects of the loss in the purchasing power of the Chilean peso on the
financial position and results of operations of reporting entities. The
method, described in Note 2d, is based on a model which enables calculation
of net inflation gains or losses caused by monetary assets and liabilities
exposed to changes in the purchasing power of local currency, by restating
all non-monetary accounts in the financial statements. The model prescribes
that the historical cost of such accounts be restated for general
price-level changes between the date of origin of each item and the
year-end.
|   
|    |  | The inclusion of price-level adjustments (monetary correction) in the
accompanying financial statements is considered appropriate under the
prolonged inflationary conditions affecting the Chilean economy.
Accordingly, the effect of price-level restatement is not eliminated in the
reconciliation to US GAAP.                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | a.2. Income Tax- Until 1999, under Chilean GAAP, no accounting recognition
was given to tax loss carryforwards until they were realized by reducing
future taxable income. Also, deferred tax liabilities resulting from timing
differences between tax and book income are not recorded, to the extent that
they are offset by the tax loss carryforwards. Deferred tax assets were not
recorded, unless they represented an effective prepayment of tax.                                                                                                                                                                                                                                 
|   
|    |  | Starting on January 1, 2000, the Company and its subsidiaries record all the
deferred taxes arising from temporary differences, tax losses and other
events that create differences between the book and tax basis of assets and
liabilities in conformity with Technical Bulletin N°60 issued by the Chilean
Institute of Accountants and its complements. The provisions of Technical
Bulletin N°60 are applicable only to temporary differences, tax benefits
from tax losses, and other events that create differences between the book
basis and the tax basis of assets and liabilities, originating from January
1, 2000. Under Chilean GAAP the accumulated effect                 

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | of the change at January
1, 2000 is booked in a contra  asset or liability account and amortized
into income as the reversal is estimated to occur. The effect of the
reversal of this amortization is shown in the reconciliation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | According to Technical Bulletin N°71 of the Chilean Institute of
Accountants, starting 2001, deferred taxes will be accounted for, applying
the established income tax rate of the year the difference will reverse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Under US GAAP, temporary differences between the book and tax value of
assets and liabilities give rise to deferred tax assets or liabilities
established. Also, a deferred tax asset should be recorded for tax loss
carryforwards. Deferred tax assets should be reduced by a valuation
allowance if it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The effect of this difference is
shown in the reconciliations below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | As a result of the merger of Maquinsa S.A. with Maquinarias, Equipos e
Instalaciones S.A., a part of the formers tax loss carryforwards and
carrybacks have been applied against taxes paid in prior years by the
latter, resulting in a gain of ThCh$779,540 in 2000. This gain is included
in other non-operating income under Chilean GAAP. Under US GAAP, the amount
had already been recorded as part of the deferred tax assets in prior years.
The effect of this difference is shown in the reconciliations below.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | a.3. Mandatory Dividend- As required by Law No18,046 and unless the
shareholders unanimously agree otherwise, the Company must distribute a
minimum cash dividend equivalent to 30% of net income. Since the payment of
these dividends is a legal requirement in Chile, an accrual for US GAAP
purposes should be made to recognize the corresponding decrease in equity at
each balance sheet date. The effect on equity is shown in the
reconciliation below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | a.4. Marketable Securities- Under US GAAP, investments other than those
accounted for under the equity method are required to be accounted for under
SFAS 115 Accounting for Certain Investments in Debt and Equity Securities.
This standard requires investments to be accounted for as follows: (1)
held-to-maturity securities, which are defined as debt securities that a
company has a positive intent and ability to hold to maturity, are reported
at amortized cost, (2) trading securities, which are defined as those that
are bought and held principally for the purpose of selling them in the near
term, are reported at fair value with unrealized gains and losses included
in earnings, and (3) available for sale securities, which include securities
not classified in either of the other two categories, are reported at fair
value with unrealized gains and losses excluded from earnings and included
as a separate component of shareholders equity.
|
| |  | Under Chilean GAAP, the Company presents marketable equity securities at the
lower of cost plus price-level restatement or market. Under US GAAP, these
investment would be classified as available-for-sale and be presented at
fair value with unrealized gains and losses included as a separate component
of shareholders equity. The effect of this difference is not material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | a.5. Property, Plant and Equipment- As mentioned in Note 2h, certain
property, plant and equipment is reported in the financial statements at
amounts determined in accordance with a technical appraisal. Revaluation of
property, plant and equipment is an accounting principle
that is not generally accepted in the United States. The effects of the
reversal of this revaluation, as well as of the related accumulated
depreciation and depreciation expense for the year, is shown in the
reconciliations below.                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Losses associated with sales-lease back contracts in Chilean GAAP are
deferred and amortized on the life of the contract. For US GAAP, they are
expensed immediately. The difference is not significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | a.6. Business Combination- In accordance with Chilean GAAP, business
combinations with companies under common control are accounted for at the
book value of the underlying net assets with the excess of cost over net
book value recorded as goodwill to be amortized to income over a period not
exceeding 20 years. Under U.S. GAAP, business combinations involving
companies under common control are recorded at historical cost in a manner
similar to a pooling of interests and accordingly, no goodwill is recorded.
Pursuant to the incorporation of Saitec S.A., El Rodeo S.A. and Almac
Internacional S.A. the Company recorded negative goodwill due to the excess
of the carrying value of the investment over the stated increase in the
Companys capital. Under US GAAP, such negative goodwill would be reversed.                                                                                       
|
| |  | In addition, under U.S. GAAP, business combinations involving companies
which are not under common control are recorded at purchase cost with assets
and liabilities acquired stated at their respective fair market values. To
the extent that the purchase price exceeds the fair market value of the net
assets acquired, the remainder is designated as goodwill. Goodwill and
indefinitely  lived assets recorded under the purchase method are not
amortized in 2002 under statement of Financial Accounting Standards No. 142.
In the 2000 and 2001 financial statements, amortization of these assets was
recorded under U.S. GAAP.                                                                                                                                                                                                                                                                                
|
| |  | Upon acquisition of Maquinsa S.A. in 1996, the Company recorded all assets
acquired and liabilities assumed on the acquisition date at their respective
net book values in the books of the acquired company in accordance with
Chilean GAAP. Under U.S. GAAP, the Company would record all assets acquired
and liabilities assumed, including deferred taxes, at their fair value on
the date of acquisition. Therefore, goodwill recorded under Chilean GAAP
would be different from U.S. GAAP goodwill by the difference between the
book value and the fair market value of the net assets acquired.
Amortization of goodwill would require adjustment in all years; in 2000 and
2001 for the difference caused by initial amount recorded and the difference
in lives and, in 2002, for the reversal of all goodwill amortization upon
adoption under U.S. GAAP of Statement at Financial Accounting Standards No.
142.
|
| |  | Pursuant to the acquisition of Supermercados Ekono S.A. (Argentina) in 1996,
the Company recorded all assets acquired and liabilities assumed on the
acquisition date at the net book value as recorded in such subsidiarys
books in accordance with Chilean GAAP. The Company had previously held a
49.99% non-controlling interest in Supermercados Ekono S.A. accounted for                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | under the equity method for the period from December 27, 1991 to December
31, 1995, when it sold this interest to the Companys shareholder, Servicios
Profesionales y de Comercialización S.A. for ThCh$9,638,283 which resulted
in a gain of ThCh$211,636. Under Chilean GAAP, these transactions would be
treated separately and the Company would only include the investment in and
results of operations of Supermercados Ekono S.A. (Argentina) in its
financial statements during the period of its ownership. Under U.S. GAAP,
the sale and subsequent repurchase of the 49.99% interest from the
shareholders would be treated as capital transactions and the financial
statements of the Company would include the investment in and results of
operations of Supermercados Ekono S.A. (Argentina) for all periods
presented. Additionally, the purchase of the additional 50.0% interest in
Supermercados Ekono S.A. (Argentina) from an unrelated company would be
accounted for under the purchase method of accounting under both Chilean and
U.S. GAAP similar to the accounting method for the acquisition of Maquinsa
S.A. described above. In December 1999, the Company sold its 99.99%
interest in Supermercados Ekono S.A. (Argentina).                                         
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The effects of recording the acquisitions of the Argentine subsidiary and
Maquinsa S.A., and the subsequent sale of Supermercados Ekono S.A.
(Argentina) under U.S. GAAP are shown in the reconciliations below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | As mentioned in note 9 to the financial statements on April 2001, 50% of the
outstanding shares of Sociedad Alimentos y Servicios Ltda. and Inversiones
Solpacific S.A. were purchased through the subsidiary companies
Administradora de Conceciones Comersiales de Supermercados S.A. and
Administradora de Concesiones de Hipermercados S.A. respectively. The
acquisition represents a non-controlling interest in the underlying
companies pursuant to these acquisitions the Company recorded all assets
acquired and liabilities assumed on the acquisition date at the net book
value as recorded in such subsidiarys books in accordance with Chilean
GAAP. Under U.S. GAAP, the Company would record all assets acquired and
liabilities assumed, including deferred taxes, at their fair value on the
date of acquisition. Therefore, goodwill recorded under Chilean GAAP would
be reduced in an amount equal to the difference between the book value and
the fair market value of the net assets acquired. Furthermore, as a result
of the reduction in goodwill, amortization of goodwill would be reduced in
periods subsequent to the acquisition under U.S. GAAP. The effect of the
difference between the book value and the fair value of the net assets
acquired is not material.
|
| |  | Under US GAAP, according to SFAS N° 142, goodwill is no longer amortized,
but is tested for impairment on an annual basis an whenever indicators of
impairment arise. Distribución y Servicios D&S S.A. applied SFAS N° 142 on
January 1, 2002 and no cumulative effect adjustment was required. The
annual impairment test required under SFAS N°142 also resulted in no
adjustment for impairment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | a.7. Severance Indemnities the company is accounting for its severance
indemnities under SFAS 87- In accordance with Chilean GAAP, prior-service
costs that arose when the Company started recording a severance indemnity
liability in 1995, were charged to income in that year. Under US GAAP such
prior-service costs under SFAS 87, Accounting for Pension Benefits would
have been recorded as a deferred asset and charged to income using the
straight-line method over the estimated average remaining service period of
the employees. The effects of conforming with US GAAP are shown in the
reconciliations below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The difference between US GAAP and Chile GAAP for the projected obligation
related to SFAS 87 and the amount recorded under Chile GAAP is not
significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | a.8. Classification of amortization of goodwill- Under Chilean GAAP, the
amortization of goodwill is classified as non-operating expense. Under US
GAAP, such amortization is classified as operating expense. The effect of
the difference in classification is shown in the reconciliations below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | a.9. Liability recognition for certain employee termination benefits and
restructuring cost The recognition of liabilities related to a
restructuring process under US GAAP is prescribed by Emerging Task Force
94-3, Liability Recognition for Certain Employee Termination Benefits and
other costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring) (EITF 94-3). In order to recognize a liability for
employee termination benefits and other restructuring costs, EITF 94-3
requires that, prior to the date of the financial statements, certain
specific conditions must be met. At December 31, 2002 al the required
conditions were met with respect to the restructuring process of the
Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | a.10. Long lived assets other than goodwill- The FASB issued SFAS N°144
Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS
144). SFAS 144 addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS N°121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to the Disposed Of  (SFAS 121) and the Accounting and Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions, for the disposal
of a segment of business. SFAS 144 applies to all long-lived assets,
including discontinued operations, and requires that those assets be
measured at the lower of carrying amount or fair value less cost to sell.
SFAS 144 also broadens the reporting of discontinued operations to include
all components of an entity with operations that can be distinguished from
the rest of the entity that will be eliminated from the ongoing operations
of the entity in a disposal transaction. In 2002, the Company adopted this
pronouncement. No change of circumstances occurred which would have
required impairment testing to be performed.

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | a.11. Present value adjustment on account receivable from Disco S.A. Under
Chilean GAAP, the account receivable from Disco S.A. for the sale of Ekono
Argentina in 1999 was recorded without discounting the long-term portion to
its net present value as of the date of the sale. Under US GAAP, such
receivable is recorded at the net present value of the account using a 7%
annual interest rate and the interest income is recognized over the life of
the loan. The effects of conforming with US GAAP are shown in the
reconciliation below.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | a.12. Goodwill related to acquisition of Maquinsa S.A. In 1999, the
Company settled an amount of $1,032,927 with the former owner of Maquinsa
S.A. in arbitration. Maquinsa S.A. had been acquired by the Company in
1997. Under Chilean GAAP, this amount was recorded as goodwill. Under U.S.
GAAP, this amount would have been expensed. The effects of this difference
are presented in the reconciliation below.                                                                                                                                
|
| |  | a.13. Effect of Conforming to US GAAP- The adjustments required to conform
reported net income to US GAAP are as follows (all amounts are expressed in
thousands of constant Chilean pesos of December 31, 2002 purchasing power
and thousands of US dollars):                                                                                                                                                                                                                                                                                        

|                                                                                                                                                                        |  |           |      |             |  |                         |            |       |  |           |            |      |  |  |            |   |  |  |        |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ---- | ----------- |  | ----------------------- | ---------- | ----- |  | --------- | ---------- | ---- |  |  | ---------- | - |  |  | ------ | -
|                                                                                                                                                                        |  |           |      |             |  | Year ended December 31,
|                                                                                                                                                                        |  |           |      |             |  |                        
|                                                                                                                                                                        |  |           |      |             |  | 2000                    |            | 2001  |  | 2002      |            | 2002
|                                                                                                                                                                        |  |           |      |             |  |                         |            |       |  |           |            |     
|                                                                                                                                                                        |  | Paragraph |      | ThCh$       |  | ThCh$                   |            | ThCh$ |  | ThUS$    
|                                                                                                                                                                        |  |           |      | Restated    |  | Restated                |            |       |  | Unaudited
|                                                                                                                                                                        |  |           |      | Note 24.b.6 |  | Note 24.b.6             |            |       |  | (note 2u)
|Net income, in accordance with Chilean GAAP                                                                                                                             |  |           |      |             |  |                         | 30,488,402 |       |  |           | 40,546,234 |      |  |  | 23,777,482 |   |  |  | 33,088 |  
|Reversal of depreciation of the technical
revaluation of property, plant and equipment                                                                                  |  |           | a.5  |             |  |                         | 28,670     |       |  |           | 28,670     |      |  |  | 28,670     |   |  |  | 40     |  
|Adjustment for deferred taxes                                                                                                                                           |  |           | a.2  |             |  |                         | (864,992   | )     |  |           | (309,263   | )    |  |  | 656,671    |   |  |  | 914    |  
|Reversal of tax refund already recognized in
prior years as deferred taxes                                                                                              |  |           | a.2  |             |  |                         | (779,540   | )     |  |           |            |      |  |  |            |   |  |  |        |  
|Amortization of deferred asset for prior service cost                                                                                                                   |  |           | a.7  |             |  |                         | (22,590    | )     |  |           | (22,590    | )    |  |  | (22,590    | ) |  |  | (31    | )
|Reversal of amortization of negative goodwill                                                                                                                           |  |           | a.6  |             |  |                         | (342,542   | )     |  |           | (342,542   | )    |  |  | (342,542   | ) |  |  | (477   | )
|Adjustment to depreciation and amortization
and monetary correction for fair value
adjustment of acquired subsidiaries and
reversal of amortization of goodwill in 2002 |  |           | a.6  |             |  |                         | 394,320    |       |  |           | 394,320    |      |  |  | 786,879    |   |  |  | 1,095  |  
|Present value adjustment on accounts receivable
from Disco S.A.                                                                                                         |  |           | a.11 |             |  |                         | 3,132,797  |       |  |           | 3,711,182  |      |  |  | 4,231,068  |   |  |  | 5,888  |  
|                                                                                                                                                                        |  |           |      |             |  |                         |            |       |  |           |            |      |  |  |            |   |  |  |        |  
|Net income and other comprehensive income,
in accordance with US GAAP                                                                                                   |  |           |      |             |  |                         | 32,034,525 |       |  |           | 44,006,011 |      |  |  | 29,115,638 |   |  |  | 40,517 |  
|                                                                                                                                                                        |  |           |      |             |  |                         |            |       |  |           |            |      |  |  |            |   |  |  |        |  



| |  | Consolidated operating income in accordance with US GAAP is ThCh$47,900,752
in 2000 ThCh$55,617,418 in 2001 and ThCh$36,850,380 in 2002.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | The adjustments to reported net equity required to conform to US GAAP are as
follows (all amounts are expressed in thousands of constant Chilean pesos of
December 31, 2002 purchasing power and thousands of US dollars):
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                                                   |  |           |      |             |  |              |             |       |  |           |             |      |  |  |             |   |  |  |         |  
|------------------------------------------------------------------------------------------------------------------ |  | --------- | ---- | ----------- |  | ------------ | ----------- | ----- |  | --------- | ----------- | ---- |  |  | ----------- | - |  |  | ------- | -
|                                                                                                                   |  |           |      |             |  | December 31,
|                                                                                                                   |  |           |      |             |  |             
|                                                                                                                   |  |           |      |             |  | 2000         |             | 2001  |  | 2002      |             | 2002
|                                                                                                                   |  |           |      |             |  |              |             |       |  |           |             |     
|                                                                                                                   |  | Paragraph |      | ThCh$       |  | ThCh$        |             | ThCh$ |  | ThUS$    
|                                                                                                                   |  |           |      | Restated    |  | Restated     |             |       |  | Unaudited
|                                                                                                                   |  |           |      | Note 24.b.6 |  | Note 24.b.6  |             |       |  | (note 2u)
|Net equity, in accordance with Chilean
GAAP                                                                        |  |           |      |             |  |              | 266,243,713 |       |  |           | 290,948,830 |      |  |  | 300,733,112 |   |  |  | 418,493 |  
|Reversal of the technical revaluation
of property, plant and equipment                                             |  |           | a.5  |             |  |              | (1,854,867  | )     |  |           | (1,854,867  | )    |  |  | (1,854,867  | ) |  |  | (2,581  | )
|Reversal of the accumulated depreciation
of the technical revaluation of property,
plant and equipment             |  |           | a.5  |             |  |              | 584,324     |       |  |           | 612,994     |      |  |  | 641,664     |   |  |  | 893     |  
|Adjustment for deferred taxes                                                                                      |  |           | a.2  |             |  |              | (2,917,982  | )     |  |           | (3,227,244  | )    |  |  | (2,570,573  | ) |  |  | (3,577  | )
|Reversal of severance indemnity prior service
cost                                                                 |  |           | a.7  |             |  |              | 677,718     |       |  |           | 677,718     |      |  |  | 677,718     |   |  |  | 943     |  
|Amortization of deferred asset for
prior-service cost                                                              |  |           | a.7  |             |  |              | (135,544    | )     |  |           | (158,134    | )    |  |  | (180,724    | ) |  |  | (251    | )
|Mandatory dividend required by law (30%
of net income less interim dividends paid)                                 |  |           | a.3  |             |  |              | (3,179,154  | )     |  |           | (8,236,024  | )    |  |  | (8,469,269  | ) |  |  | (11,786 | )
|Reversal of negative goodwill                                                                                      |  |           | a.6  |             |  |              | 3,425,416   |       |  |           | 3,425,416   |      |  |  | 3,425,416   |   |  |  | 4,767   |  
|Reversal of amortization of negative goodwill                                                                      |  |           | a.6  |             |  |              | (1,737,736  | )     |  |           | (2,080,278  | )    |  |  | (2,422,820  | ) |  |  | (3,372  | )
|Adjustment to depreciation, amortization and
monetary correction for fair value
adjustment of acquired companies   |  |           | a.6  |             |  |              | 1,362,612   |       |  |           | 1,756,932   |      |  |  | 2,543,811   |   |  |  | 3,540   |  
|Dividend paid in connection with the purchase
of Supermercados Ekono S.A. (Argentina) from
controlling shareholder |  |           | a.6  |             |  |              | (1,337,356  | )     |  |           | (1,337,356  | )    |  |  | (1,337,356  | ) |  |  | (1,861  | )
|Adjustment to net loss on sale of
Supermercados Ekono S.A. (Argentina)                                             |  |           | a.6  |             |  |              | (1,264,573  | )     |  |           | (1,264,573  | )    |  |  | (1,264,573  | ) |  |  | (1,760  | )
|Present value adjustment on accounts receivable
from Disco S.A.                                                    |  |           | a.11 |             |  |              | (6,611,095  | )     |  |           | (2,899,914  | )    |  |  | 1,331,154   |   |  |  | 1,852   |  
|Adjustment for difference between goodwill
treatment under purchase accounting                                     |  |           | a.12 |             |  |              | (1,032,927  | )     |  |           | (1,032,927  | )    |  |  | (1,032,927  | ) |  |  | (1,437  | )
|                                                                                                                   |  |           |      |             |  |              |             |       |  |           |             |      |  |  |             |   |  |  |         |  
|Net equity, in accordance with US GAAP                                                                             |  |           |      |             |  |              | 252,222,549 |       |  |           | 275,330,573 |      |  |  | 290,219,766 |   |  |  | 403,863 |  
|                                                                                                                   |  |           |      |             |  |              |             |       |  |           |             |      |  |  |             |   |  |  |         |  

F-38



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | The changes in net equity accounts determined under US GAAP are summarized
as follows (all amounts are expressed in thousands of constant Chilean pesos
of December 31, 2002 purchasing power):
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                        |  |       |             |    
|--------------------------------------- |  | ----- | ----------- | ---
|                                        |  | ThCh$
|Balance at December 31, 1999 (restated) |  |       | 234,134,492 | (1)
|Dividends paid                          |  |       | (11,995,033 | )  
|Mandatory dividend required by law      |  |       | (3,180,190  | )  
|Capital paid in                         |  |       | 127,420     |    
|Additional paid-in capital              |  |       | 1,101,335   |    
|Net income for the year (restated)      |  |       | 32,034,525  |    
|                                        |  |       |             |    
|Balance at December 31, 2000 (restated) |  |       | 252,222,549 |    
|Dividends paid                          |  |       | (15,840,081 | )  
|Mandatory dividend required by law      |  |       | (5,057,906  | )  
|Net income for the year (restated)      |  |       | 44,006,011  |    
|                                        |  |       |             |    
|Balance at December 31, 2001 (restated) |  |       | 275,330,573 |    
|Dividends paid                          |  |       | (13,993,200 | )  
|Mandatory dividend required by law      |  |       | (233,245    | )  
|Net income for the year                 |  |       | 29,115,638  |    
|                                        |  |       |             |    
|Balance at December 31, 2002            |  |       | 290,219,766 |    
|                                        |  |       |             |    



| |  | (1) See Note 24 (b) (6).                                                                                                                                                                                                                                                                                                                                                                                             
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b. Additional Disclosure Requirements                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | b.1. Employee Benefits- Employee benefits are provided by independent
pension funds and health-insurance companies, which are funded by employees
contributions. The Company has no responsibility as an employer for
payments under these plans, other than withholding amounts from employees
salaries. Neither does the Company have obligations for postemployment or
postretirement benefits to its employees.

F-39



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | b.2. Earnings Per Share- The following disclosure of earnings per share
information is not required under Chilean GAAP, but is required by US GAAP:
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

|                                    |                       |     |            |       |       |     |            |       |  |  |            |       | 
|----------------------------------- | --------------------- | --- | ---------- | ----- | ----- | --- | ---------- | ----- |  |  | ---------- | ----- | 
|                                    |                       |     | 2000       |       | 2001  |     | 2002      
|                                    |                       |     |            |       |       |     |           
|                                    |                       |     | ThCh$      |       | ThCh$ |     | ThCh$     
|Net income under US GAAP            |                       |     | 32,034,525 |       |       |     | 44,006,011 |       |  |  | 29,115,638 |      
|Goodwill amortization under US GAAP |                       |     | (1,153,180 | )     |       |     | (1,174,006 | )     |  |  |           |      
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      
|Adjusted net income under US GAAP   |                       |     | 30,881,345 |       |       |     | 42,832,005 |       |  |  | 29,115,638 |      
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      
|                                    |                       |     | 2000       |       |       |     | 2001       |       |  |  | 2002       |      
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      
|                                    |                       | Ch$ |            | Ch$   |       | Ch$
|Basic earnings per share:           |                       |     |            |       |       |     |            |       |  |  |            |      
|                                    | Reported net income   |     |            | 23.21 |       |     |            | 31.89 |  |  |            | 21.09 | 
|Add back:                           |                       |     |            |       |       |     |            |       |  |  |            |      
|                                    | Goodwill amortization |     |            | 0.84  |       |     |            | 0.85  |  |  |            |      | 
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      
|Adjusted net income                 |                       |     | 24.05      |       |       |     | 32.74      |       |  |  | 21.09      |      
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      



| |  | The earnings per share data shown above are determined by dividing net
income for both Chilean GAAP and US GAAP purposes by the weighted average
number of common shares outstanding.                                                                       
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Company only has common shares outstanding. There are no other
securities outstanding that would require the calculation of diluted
earnings per share.                                                                                                 
|
| |  | b.3. Reporting Comprehensive Income                                                                                                                                                                                                                         
|
| |  | U.S. GAAP requires that comprehensive income be displayed within the
consolidated financial statements. Comprehensive income is defined as the
change in equity during a period from transactions and other events and
circumstances from nonowners sources.

|                                                                                |  |                                 |            |             |  |       |            |  |  |  |            | 
|------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | ----------- |  | ----- | ---------- |  |  |  | ---------- | 
|                                                                                |  | For the year ended December 31,
|                                                                                |  |                                
|                                                                                |  | 2000                            |            | 2001        |  | 2002 
|                                                                                |  | ThCh$                           |            | ThCh$       |  | ThCh$
|                                                                                |  | (Restated)                      |            | (Restated)  |  |      
|                                                                                |  | Note 24.b.6                     |            | Note 24.b.6 |  |      
|Net income under US GAAP                                                        |  |                                 | 32,034,525 |             |  |       | 44,006,011 |  |  |  | 29,115,638 | 
|Other comprehensive income:                                                     |  |                                 |            |             |  |       |            |  |  |  |            | 
|Increase (decrease) in cumulative translations
adjustment of foreign subsidiary |  |                                 |            |             |  |       |           |  |  |  |            | 
|                                                                                |  |                                 |            |             |  |       |            |  |  |  |            | 
|Comprehensive income for the year                                               |  |                                 | 32,034,525 |             |  |       | 44,006,011 |  |  |  | 29,115,638 | 
|                                                                                |  |                                 |            |             |  |       |            |  |  |  |            | 

F-40



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | b.4. Income Taxes- The consolidated provision for income taxes charged to
income is as follows:
| |  | -----------------------------------------------------------------------------------------------

|                                       |  |                                 |           |       |  |       |           |  |  |  |           |  
|-------------------------------------- |  | ------------------------------- | --------- | ----- |  | ----- | --------- |  |  |  | --------- | -
|                                       |  | For the year ended December 31,
|                                       |  |                                
|                                       |  | 2000                            |           | 2001  |  | 2002 
|                                       |  | ThCh$                           |           | ThCh$ |  | ThCh$
|Charge for the year under Chilean GAAP |  |                                 | 3,512,363 |       |  |       | 7,536,207 |  |  |  | 4,656,809 |  
|Deferred income tax expense (benefit)  |  |                                 | 1,644,531 |       |  |       | 309,263   |  |  |  | (656,671  | )
|                                       |  |                                 |           |       |  |       |           |  |  |  |           |  
|Charge for the year under U.S. GAAP    |  |                                 | 5,156,894 |       |  |       | 7,845,470 |  |  |  | 4,000,138 |  
|                                       |  |                                 |           |       |  |       |           |  |  |  |           |  



| |  | The consolidated USGAAP deferred tax liability is summarized as follows:
| |  | ------------------------------------------------------------------------

|                                            |  |                 |            |       |  |       |            |   |  |  |            |  
|------------------------------------------- |  | --------------- | ---------- | ----- |  | ----- | ---------- | - |  |  | ---------- | -
|                                            |  | At December 31,
|                                            |  |                
|                                            |  | 2000            |            | 2001  |  | 2002 
|                                            |  | ThCh$           |            | ThCh$ |  | ThCh$
|Property, plant and equipment               |  |                 | (3,402,424 | )     |  |       | (4,235,067 | ) |  |  | (4,877,335 | )
|Allowance for notes and accounts receivable |  |                 | 459,835    |       |  |       | 364,076    |   |  |  | 645,677    |  
|Inventory                                   |  |                 | 191,071    |       |  |       |           |   |  |  | 188,648    |  
|Accruals                                    |  |                 | 559,955    |       |  |       | 706,125    |   |  |  | 1,918,388  |  
|Deferred charges                            |  |                 | (1,715,152 | )     |  |       | (1,586,416 | ) |  |  | (1,426,002 | )
|Tax loss carryforwards (1)                  |  |                 | 1,203,929  |       |  |       | 809,942    |   |  |  | 1,497,387  |  
|                                            |  |                 |            |       |  |       |            |   |  |  |            |  
|Net deferred tax liability                  |  |                 | (2,702,786 | )     |  |       | (3,941,340 | ) |  |  | (2,053,237 | )
|                                            |  |                 |            |       |  |       |            |   |  |  |            |  



| |  | (1) In Chile tax loss carryforwards may be utilized indefinitely.                                                                                                                                                                                                    
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The consolidated U.S. GAAP provision for income taxes differs from the
amount of income tax determined by applying the applicable 15% in 2000 and
2001 and 16.0% in 2002 (Chilean statutory income tax rate) to U.S. GAAP
pretax income as a result of the following:

|                                     |  |                         |           |       |  |       |           |  |  |  |           |  
|------------------------------------ |  | ----------------------- | --------- | ----- |  | ----- | --------- |  |  |  | --------- | -
|                                     |  | Year ended December 31,
|                                     |  |                        
|                                     |  | 2000                    |           | 2001  |  | 2002 
|                                     |  | ThCh$                   |           | ThCh$ |  | ThCh$
|At statutory Chilean tax rate        |  |                         | 5,108,794 |       |  |       | 7,221,045 |  |  |  | 4,549,487 |  
|Effect of enacted change in tax rate |  |                         |          |       |  |       | 195,970   |  |  |  |          |  
|Other                                |  |                         | 48,100    |       |  |       | 428,455   |  |  |  | (549,349  | )
|                                     |  |                         |           |       |  |       |           |  |  |  |           |  
|Effective tax                        |  |                         | 5,156,894 |       |  |       | 7,845,470 |  |  |  | 4,000,138 |  
|                                     |  |                         |           |       |  |       |           |  |  |  |           |  

F-41



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | b.5. Classification of expenses and income- Under Chilean GAAP, the
following expenses and income are classified an non-operating income and
expenses whereas under U.S. GAAP they would be classified as net operating
expenses.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                  |  |                                 |          |       |  |       |          |   |  |  |           |  
|--------------------------------- |  | ------------------------------- | -------- | ----- |  | ----- | -------- | - |  |  | --------- | -
|                                  |  | For the year ended December 31,
|                                  |  |                                
|                                  |  | 2000                            |          | 2001  |  | 2002 
|                                  |  | ThCh$                           |          | ThCh$ |  | ThCh$
|Amortization of goodwill          |  |                                 | 758,860  |       |  |       | 779,686  |   |  |  | 786,879   |  
|Amortization of negative goodwill |  |                                 | (342,542 | )     |  |       | (342,542 | ) |  |  | (342,542  | )
|Restructuring expenses            |  |                                 |         |       |  |       |         |   |  |  | 4,948,000 |  
|                                  |  |                                 |          |       |  |       |          |   |  |  |           |  
|Total                             |  |                                 | 416,318  |       |  |       | 437,144  |   |  |  | 5,392,337 |  
|                                  |  |                                 |          |       |  |       |          |   |  |  |           |  



| |  | b.6. Restatement of reconciliation to US GAAP
| |  | ---------------------------------------------



| | i. |  | The Company restated its results in US GAAP for the year 2000 and
2001 to in order to present its non-interest-bearing accounts
receivable from Disco S.A. at its present value at each of the years
ended December 31, 2000 and 2001 recognizing accreted interest as
earned.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                           |  |                         |            |       |  |  |            | 
|-------------------------------------------------------------------------- |  | ----------------------- | ---------- | ----- |  |  | ---------- | 
|                                                                           |  | Year ended December 31,
|                                                                           |  |                        
|                                                                           |  | 2000                    |            | 2001 
|                                                                           |  | ThCh$                   |            | ThCh$
|US GAAP net income as previously reported                                  |  |                         | 28,901,728 |       |  |  | 40,294,829 | 
|Present value adjustment on accounts receivable from Disco S.A.            |  |                         | 3,132,797  |       |  |  | 3,711,182  | 
|                                                                           |  |                         |            |       |  |  |            | 
|Net income for the year                                                    |  |                         | 32,034,525 |       |  |  | 44,006,011 | 
|                                                                           |  |                         |            |       |  |  |            | 
|Earnings per share under US GAAP as previously reported (in Chilean pesos) |  |                         | 20.95      |       |  |  | 29.20      | 
|Earnings per share under US GAAP restated (in Chilean pesos)               |  |                         | 23.21      |       |  |  | 31.89      | 



| | ii. |  | The Company restated its equity in US GAAP for the years 2000, 2001
and 2002 to present its accounts receivable from Disco S.A. at its
present value for the years ended December 31, 2000, 2001 and 2002 and
to adjust opening retained earnings at January 1, 2000. The opening
retained earnings adjustment related to an arbitration settlement in
1999 which was capitalized to goodwill for Chilean GAAP purposes.
Under US GAAP, the amount should have been expensed.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                               |  |       |             |  
|------------------------------------------------------------------------------ |  | ----- | ----------- | -
|US GAAP Equity as previously reported                                          |  | ThCh$
|                                                                               |  |      
|January 1, 2000 equity as previously reported                                  |  |       | 244,911,312 |  
|Adjustment for present value of receivable                                     |  |       | (9,743,893  | )
|Adjustment for difference between goodwill
treatment under purchase accounting |  |       | (1,032,927  | )
|                                                                               |  |       |             |  
|Shareholders equity                                                           |  |       | 234,134,492 |  
|                                                                               |  |       |             |  



| |  | b.7. Goodwill Had we adopted SFAS N°142 effective January 1, 2000 and accordingly not amortized goodwill for the years ended December 31, 2001 and
2000 our net income and basic income per share would have been as follows:
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                    |                       |     |            |       |       |     |            |       |  |  |            |       | 
|----------------------------------- | --------------------- | --- | ---------- | ----- | ----- | --- | ---------- | ----- |  |  | ---------- | ----- | 
|                                    |                       |     | 2000       |       | 2001  |     | 2002      
|                                    |                       |     |            |       |       |     |           
|                                    |                       |     | ThCh$      |       | ThCh$ |     | ThCh$     
|Net income under US GAAP            |                       |     | 32,034,525 |       |       |     | 44,006,011 |       |  |  | 29,115,638 |      
|Goodwill amortization under US GAAP |                       |     | (1,153,180 | )     |       |     | (1,174,006 | )     |  |  |           |      
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      
|Adjusted net income under US GAAP   |                       |     | 30,881,345 |       |       |     | 42,832,005 |       |  |  | 29,115,638 |      
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      
|                                    |                       |     | 2000       |       |       |     | 2001       |       |  |  | 2002       |      
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      
|                                    |                       | Ch$ |            | Ch$   |       | Ch$
|Basic earnings per share:           |                       |     |            |       |       |     |            |       |  |  |            |      
|                                    | Reported net income   |     |            | 23.21 |       |     |            | 31.89 |  |  |            | 21.09 | 
|Add back:                           |                       |     |            |       |       |     |            |       |  |  |            |      
|                                    | Goodwill amortization |     |            | 0.84  |       |     |            | 0.85  |  |  |            |      | 
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      
|Adjusted net income                 |                       |     | 24.05      |       |       |     | 32.74      |       |  |  | 21.09      |      
|                                    |                       |     |            |       |       |     |            |       |  |  |            |      

F-42



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##### Table of Contents



DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | b.8. Cash flow information                                                                                                                               
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | i. The statement of cash flows under Chile GAAP differs in certain respects
from the presentation of a statement of cash flow under U.S. GAAP as
follows:

|                                                                   |  |                         |             |       |  |       |             |   |  |  |             |  
|------------------------------------------------------------------ |  | ----------------------- | ----------- | ----- |  | ----- | ----------- | - |  |  | ----------- | -
|                                                                   |  | Year ended December 31,
|                                                                   |  |                        
|                                                                   |  | 2000                    |             | 2001  |  | 2002 
|                                                                   |  |                         |             |       |  |      
|                                                                   |  | ThCh$                   |             | ThCh$ |  | ThCh$
|Cash provided by operating activities under Chilean GAAP           |  |                         | 63,917,086  |       |  |       | 66,130,713  |   |  |  | 27,663,509  |  
|                                                                   |  |                         |             |       |  |       |             |   |  |  |             |  
|Cash provided by operating activities under U.S. GAAP              |  |                         | 63,917,086  |       |  |       | 66,130,713  |   |  |  | 27,663,509  |  
|                                                                   |  |                         |             |       |  |       |             |   |  |  |             |  
|Cash provided by (used in) financial activities under Chilean GAAP |  |                         | (25,260,706 | )     |  |       | (858,503    | ) |  |  | 32,135,244  |  
|                                                                   |  |                         |             |       |  |       |             |   |  |  |             |  
|Cash provided by (used in) financial activities under U.S. GAAP    |  |                         | (25,260,706 | )     |  |       | (858,503    | ) |  |  | 32,135,244  |  
|                                                                   |  |                         |             |       |  |       |             |   |  |  |             |  
|Cash used in investing activities under Chilean GAAP               |  |                         | (25,753,255 | )     |  |       | (74,869,813 | ) |  |  | (69,158,884 | )
|Purchase of investments                                            |  |                         | (23,694,006 | )     |  |       | (5,582,398  | ) |  |  | (1,300,116  | )
|                                                                   |  |                         |             |       |  |       |             |   |  |  |             |  
|Cash used in investing activities under U.S. GAAP                  |  |                         | (49,447,261 | )     |  |       | (80,452,211 | ) |  |  | (70,459,000 | )
|                                                                   |  |                         |             |       |  |       |             |   |  |  |             |  



| |  | b.9. Estimated Fair Value of Financial Instruments- US GAAP requires
disclosure of the fair value of financial instruments owned by the Company
and its subsidiaries, other than investments in related companies that are
accounted for under the equity method of accounting. The estimated fair
value of such financial instruments approximated their carrying amount. The
estimated fair values are based on the following methods and assumptions:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Marketable securities- The fair value of investment in mutual
funds is equivalent to the carrying amount, which is based on the net
asset value per unit.                                                                                           
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | · |  | Notes and accounts receivable and payable- The carrying amount,
notes and accounts receivable and payable approximate fair value
because of the short maturity of these instruments.                                                                
|
| | · |  | Long-term debt- The fair value of the Companys long-term debt is
estimated based on the current interest rates offered to the Company
for loans of the same remaining maturities, which approximate the
average rate currently paid by the Company.
|
| | · |  | Short-term debt- Short-term debt has interest rates that vary with
market conditions and accordingly, the carrying amount approximates
fair value.                                                                                                  

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |                        
| | -----------------------
| | b.10. Lease Commitments



| |  | The Company and its subsidiaries lease eight of their retail outlets and
five of their warehouses under rental agreements for remaining terms of two
to twelve years, substantially all of which have options for renewal. For
the most part, rentals are determined as a percentage of sales ranging from
1% to 3% with guaranteed minimum rentals. Minimum future rentals are as
follows:
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|           |  |       |            | 
|---------- |  | ----- | ---------- | 
|           |  | ThCh$
|2003       |  |       | 2,122,454  | 
|2004       |  |       | 1,763,428  | 
|2005       |  |       | 1,594,058  | 
|2006       |  |       | 1,531,904  | 
|2007       |  |       | 1,497,545  | 
|2008       |  |       | 1,447,314  | 
|Thereafter |  |       | 12,928,463 | 
|           |  |       |            | 
|Total      |  |       | 22,885,166 | 
|           |  |       |            | 



| |  | Consolidated rental expense is
ThCh$1,453,955, ThCh$1,974,983 and ThCh$3,054,623 for the years ended December 31, 2000, 2001 and 2002,
respectively.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b.11 Segment Information                                                                                                                            
|
| |  | Domestic operations under US GAAP are summarized as follows:                                                                                        

|                    |  |            |             |       |  |       |             |  |  |  |               | 
|------------------- |  | ---------- | ----------- | ----- |  | ----- | ----------- |  |  |  | ------------- | 
|                    |  | Operations
|                    |  |           
|                    |  | Chile     
|                    |  |           
|                    |  | 2000       |             | 2001  |  | 2002 
|                    |  | ThCh$      |             | ThCh$ |  | ThCh$
|Net revenue         |  |            | 852,182,274 |       |  |       | 940,309,671 |  |  |  | 1,048,236,970 | 
|Operating income    |  |            | 47,900,752  |       |  |       | 55,617,418  |  |  |  | 36,850,380    | 
|Identifiable assets |  |            | 610,203,296 |       |  |       | 676,585,689 |  |  |  | 745,601,509   | 



| |  | The Companys domestic operations are organized under three established
store formats with distinct attributes, allowing it to segment the market
and target growth areas with the preferred format for the local market
conditions. The multiple formats provide the flexibility to match each
store site with the format best suited to the surrounding area.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | The Companys three store formats have been aggregated into two reportable
segments (supermarket format and hypermarket format) since the long-term
financial performance of these reportable segments is affected by similar
economic conditions. The accounting policies of the segments are the same
as those described in the summary of significant accounting policies. The
Company evaluates the performance of its operating segments based on gross
profit of the respective business units.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Summarized financial information concerning the domestic reportable segments
of the Company and its subsidiaries is shown in the following table. The
Other column includes corporate related items, results of insignificant
operations, as it relates to segment gross profit, income and expense not
allocated to reportable segments:                                                                                                                                                          

|                     |  |             |             |             |  |       |             |       |  |  |            |  |  |  |               | 
|-------------------- |  | ----------- | ----------- | ----------- |  | ----- | ----------- | ----- |  |  | ---------- |  |  |  | ------------- | 
|                     |  | Hypermarket |             | Supermarket |  |       |             |       |  |  |            | 
|                     |  | format      |             | format      |  | Other |             | Total
|                     |  | ThCh$       |             | ThCh$       |  | ThCh$ |             | ThCh$
|                     |  |             |             |             |  |       |             |      
|2000                 |  |             |             |             |  |       |             |       |  |  |            |  |  |  |               | 
|Revenues             |  |             | 519,624,315 |             |  |       | 308,958,827 |       |  |  | 23,599,132 |  |  |  | 852,182,274   | 
|Segment gross profit |  |             | 88,838,378  |             |  |       | 76,299,751  |       |  |  | 20,301,672 |  |  |  | 185,439,801   | 
|2001                 |  |             |             |             |  |       |             |       |  |  |            |  |  |  |               | 
|Revenues             |  |             | 665,351,897 |             |  |       | 257,043,331 |       |  |  | 17,914,443 |  |  |  | 940,309,671   | 
|Segment gross profit |  |             | 122,827,154 |             |  |       | 57,726,275  |       |  |  | 31,124,266 |  |  |  | 211,677,695   | 
|2002                 |  |             |             |             |  |       |             |       |  |  |            |  |  |  |               | 
|Revenues             |  |             | 836,085,890 |             |  |       | 176,255,343 |       |  |  | 35,895,737 |  |  |  | 1,048,236,970 | 
|Segment gross profit |  |             | 163,043,146 |             |  |       | 41,813,590  |       |  |  | 34,392,392 |  |  |  | 239,249,128   | 



| |  | Supermarkets
Within the different store divisions, the Company organize Ekonoand Almac
jointly as a supermarket segment. The stores included within the
supermarket segment are characterized by traditional neighborhood
supermarkets (average selling area of 2,000 m2) providing a pleasant,
friendly atmosphere and personalized attention, with an emphasis on food.
These stores offer a broad assortment of quality perishables and groceries.
Additionally, a variety of prepared dishes is available in those stores
located in higher income areas.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Hypermarkets
The Company manage Lider, Lider Vecinoand Lider Mercadojointly within the
hypermarket division. The hypermarket, which was modeled after European
predecessors, is characterized by selling spaces of between 6,000 and 13,000
square meters offering, in addition to traditional food items, non-food
items such as home appliances, electronics, hardware, sports, toys, textiles
and articles for the home.                                                                                                                                  
|
| |  | Other- This amount is mainly composed by credit card operation and
rental revenue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | b.12. Advertising Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | The Company expenses advertising costs as the corresponding services are
performed. Consolidated advertising costs for the years ended December 31,
2000, 2001 and 2002 are ThCh$9,965,534, ThCh$11,595,717 and ThCh$14,224,550,
respectively.                                                                                                                                                                                                                                                                                                               
|
| |  | b.13. Suppliers rebates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Operating revenue includes revenue obtained from suppliers for reaching
selling goals, which is recorded on the accrual basis and included in
operating revenue on the statements of income. Rebates from suppliers are
recorded at an agreed-upon percentage of sales to customers. The amounts
recorded have been included in the revenue line of the income statement, as
required under Chilean GAAP.                                                                                                                                                    

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | b.14. Valuation and Qualifying Accounts                                                                                                                                                                                       
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Company provides credit operations through its subsidiary, Servicios y
Administración de Créditos Comerciales Presto Ltda. All receivables are
stated at face value due to their turnover period being less than one year.
|
| |  | A loan loss reserve has been established for the credit portfolio.                                                                                                                                                            
|
| |  | The following summarized the activity in the loan loss schemes for the
periods indicated:                                                                                                                                     

|                      |  |       |            |       |  |       |            |   |  |  |            |  
|--------------------- |  | ----- | ---------- | ----- |  | ----- | ---------- | - |  |  | ---------- | -
|                      |  | 2000  |            | 2001  |  | 2002 
|                      |  |       |            |       |  |      
|                      |  | ThCh$ |            | ThCh$ |  | ThCh$
|January 1, balance    |  |       | 395,940    |       |  |       | 438,417    |   |  |  | 628,300    |  
|Additional provisions |  |       | 1,794,661  |       |  |       | 2,256,526  |   |  |  | 3,548,699  |  
|Write-offs, net       |  |       | (1,752,184 | )     |  |       | (2,066,643 | ) |  |  | (3,206,737 | )
|                      |  |       |            |       |  |       |            |   |  |  |            |  
|December 31, balance  |  |       | 438,417    |       |  |       | 628,300    |   |  |  | 970,262    |  
|                      |  |       |            |       |  |       |            |   |  |  |            |  



| |  | b.15. Recent Accounting Pronouncement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In January 2003, the Chilean Association of Accountants issued Technical
Bulletin N°72, Combinación de Negocios Inversiones Permanentes y
Consolidación de Estados Financieros. This standard complements or
replaces existing accounting literature for business combinations under
Chilean GAAP, and requires all acquisitions initiated after January 1, 2003
to be accounted for using the purchase method based on fair values of assets
acquired and liabilities assumed. In addition, in exceptional cases, the
pooling-of-interest method may be used in reorganizations between related
parties or for those transactions, where there is no clear acquirer.
Technical Bulletin N°72 continues to require the amortization of goodwill,
and specifies the requirement for an impairment test. Notwithstanding any
future transactions, the adoption of Technical Bulletin N°72 is not expected
to have a significant effect on the results of operations, financial
position or cash flows of the Company.                                                                                                                         
|
| |  | SFAS 143, Accounting for Asset Retirement Obligations (SFAS 143), was
issued in June 2001  SFAS 143 addresses financial accounting and reporting
for obligations and costs associated with the retirement of tangible
long-lived assets. SFAS 143 requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs will be capitalized as part of the carrying amount of
the long-lived asset. The Group will be required to adopt SFAS 143 on July
1, 2002. Management believes that the effect of implementing this
pronouncement will not have a material impact on its financial statements.                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13 and Technical Corrections. SFAS 145 rescinds SFAS 4,
Reporting Gains and Losses from Extinguishments of Debt, which required
that all gains and losses from extinguishments of debt be aggregated and
classified as an extraordinary item if material. SFAS 145 requires that
gains and losses from extinguishments of debt be classified as extraordinary
only if they meet criteria in Accounting Principles Board Opinion No. 30,
thus distinguishing transactions that are part of recurring operations from
those that are unusual or infrequent, or that meet the criteria for
classification as an extraordinary item. SFAS 145 amends SFAS 13,
Accounting for Leases, to require that lease modifications that have
economic effects similar to sale-leaseback transactions be accounted for in
the same manner as sale-leaseback transactions. In addition, SFAS 145
rescinds SFAS 44, Accounting for Intangible Assets of Motor Carriers, and
SFAS

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | 64, Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements, which are not currently applicable to the Company. The
provisions of SFAS No. 145 as they relate to the rescission of SFAS 4 shall
be applied in fiscal year 2003. Certain provisions related to SFAS 13 are
effective for transactions occurring after May 15, 2002. Management does not
expect SFAS 145 to have a material impact on the Companys results of
operations or financial condition.                                                                                                                                                                                                                                                                                                                    
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation
of Variable Interest Entities (FIN 46), an interpretation of Accounting
Research Bulletin No. 51, Consolidated Financial Statements (ARB 51). FIN 46
addresses consolidation by business enterprises of variable interest
entities, which are entities subject to consolidation according to the
provisions of FIN 46. For interests acquired on or after February 1, 2003,
FIN 46 applies immediately. For existing interests as of January 31, 2003,
FIN 46 is effective on July 1, 2003. The Company does not believe that the
adoption of FIN 46 will have an impact an its financial statements.                                                                                                               
|
| |  | In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
CompensationTransition and Disclosure (SFAS No. 148), which provides
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. SFAS No.
148 also amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about
the method of accounting for stock-based employee compensation and the
effect of the method used on the results of operations. The provisions of
SFAS No. 148 are effective for fiscal years ending after December 15, 2002.
The Company does not believe that the adoption of SFAS 148 will have impact
on its financial statements.

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities (SFAS No. 146). This statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. In addition, this statement
supercedes Emerging Issues Task Force (EITF) Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to
Exit an Activity (including Certain Costs Incurred in a Restructuring),
under which a liability is recognized at the date an entity commits to an
exit plan. SFAS No. 146 also establishes that the liability should initially
be measured and recorded at fair value. The provisions are applicable on a
prospective basis and are effective for any exit and disposal activities
initiated after December 31, 2002. No exit or disposal activities have been
entered into by the Company subsequent to the effective date.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In November 2002, the FASB issued FASB Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires additional
disclosures by guarantors about obligations under guarantees that it has
issued. This statement also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value
of obligations undertaken in issuing guarantees. The disclosure requirements
for FIN 45 are effective for financial statements of interim and annual
periods ending after December 15, 2002. The initial recognition and initial
measurement requirements are applicable on a prospective basis for
guarantees issued or modified after December 31, 2002.                                                                                                                                                                    
|
| |  | In January 2003, the Emerging Issues Task Force (EITF) issued EITF 02-16,
Accounting by a Customer (Including a reseller) for Certain Consideration
Received from a Vendor. This EITF applies to certain consideration
received from a vendor and contains guidance on how these agreements shall
be recognized and classified in the income statement. The provisions of
this EITF are effective for transactions entered into after December 31,
2002. The Company is currently assessing the impact of this EITF on its
financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | In April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards SFAS No. 149 (SFAS No. 149),
Amendment of statement 133 on derivative instruments and hedging activities.
SFAS No. 149 amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and
for hedging activities under SFAS No. 133. SFAS No. 149 is applied
prospectively and is effective for contracts entered into or modified after
June 30, 2003, except for SFAS No. 133 implementation issues that have been
effective for fiscal quarters that began prior to June 15, 2003, and certain
provisions relating to forward purchases or sales of when-issued securities
or other securities that do not yet exist. The Company is evaluating the
effect this pronouncement will have on its financial statements.                                                                          

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DISTRIBUCION Y SERVICIO D&S S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| |  | Schedule II  Valuation and Qualifying Accounts
(In thousands of constant Chilean pesos of December 31, 2002)
| |  | -------------------------------------------------------------------------------------------------------------

|                                           |  |           |           |            |  |            |           |       |  |  |            |   |  |        |  |  |  |           |   |  |  |  |           | 
|------------------------------------------ |  | --------- | --------- | ---------- |  | ---------- | --------- | ----- |  |  | ---------- | - |  | ------ |  |  |  | --------- | - |  |  |  | --------- | 
|                                           |  | Balance   |           | Additions  |  |            |           |       |  |  |            |   |  |        |  |  |  |           |   | 
|                                           |  | at        |           | charged to |  |            |           |       |  |  |            |   |  |        |  |  |  | Balance  
|                                           |  | beginning |           | costs and  |  |            |           |       |  |  |            |   |  |        |  |  |  | at end of
|                                           |  | of period |           | expenses   |  | Deductions |           | Other |  |  |            |   |  | period
|                                           |  |           |           |            |  |            |           |       |  |  |            |   |  |       
|                                           |  | ThCh$     |           | ThCh$      |  | ThCh$      |           | ThCh$ |  |  |            |   |  | ThCh$ 
|December 31, 2000                          |  |           |           |            |  |            |           |       |  |  |            |   |  |        |  |  |  |           |   |  |  |  |           | 
|Allowance for doubtful Accounts receivable |  |           | 3,086,634 |            |  |            | 443,138   |       |  |  | (1,937,205 | ) |  |        |  |  |  |           |  |  |  |  | 1,592,567 | 
|Allowance for inventory                    |  |           | 2,262,351 |            |  |            | 1,743,296 |       |  |  | (2,262,351 | ) |  |        |  |  |  |           |  |  |  |  | 1,743,296 | 
|December 31, 2001                          |  |           |           |            |  |            |           |       |  |  |            |   |  |        |  |  |  |           |   |  |  |  |           | 
|Allowance for doubtful Accounts receivable |  |           | 1,592,567 |            |  |            | 3,703,293 |       |  |  | (2,283,393 | ) |  |        |  |  |  |           |  |  |  |  | 3,012,467 | 
|Allowance for inventory                    |  |           | 1,743,296 |            |  |            |           |       |  |  | (1,743,296 | ) |  |        |  |  |  |           |  |  |  |  |          | 
|December 31, 2002                          |  |           |           |            |  |            |           |       |  |  |            |   |  |        |  |  |  |           |   |  |  |  |           | 
|Allowance for doubtful Accounts receivable |  |           | 3,012,467 |            |  |            | 5,022,817 |       |  |  | (3,403,381 | ) |  |        |  |  |  |           |   |  |  |  | 4,631,903 | 
|Allowance for inventory                    |  |           |          |            |  |            | 1,143,323 |       |  |  |           |   |  |        |  |  |  |           |  |  |  |  | 1,143,323 | 

* * * * * *

F-49