UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 20-F

(Mark One)

[_]  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, 2003

                                       OR

[_]  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 333-11066

                             Coca-Cola Embonor S.A.
             (Exact name of Registrant as specified in its charter)

                 (Formerly known as Embotelladora Arica S.A. or
                             Arica Bottling Company)

                            Coca-Cola Embonor Company
               (Translation of the Registrant's name into English)

                              The Republic of Chile
                 (Jurisdiction of incorporation or organization

                         Avenida Apoquindo 3721, Piso 10
                                 Santiago, Chile
                    (Address 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
None                                  Not applicable

Securities registered or to be 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:

     Series B shares of Registrant represented by American Depository Shares
     US$160,000,000 9 7/8 % Notes due 2006

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.                       244,420,704 Series A Shares, without nominal value
                              266,432,526 Series B Shares, without nominal value

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 [_] No

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

                             [_] Item 17 [X] Item 18

<PAGE>

                             COCA-COLA EMBONOR S.A.

                           (COCA-COLA EMBONOR COMPANY)

                       INDEX TO ANNUAL REPORT ON FORM 20-F

PART I

   Item 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.............2

   Item 2.   OFFER STATISTICS AND EXPECTED TIMETABLE...........................2

   Item 3.   KEY INFORMATION...................................................2

   Item 4.   INFORMATION ON THE COMPANY.......................................14

   Item 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS.....................47

   Item 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.......................63

   Item 7.   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS................67

   Item 8.   FINANCIAL INFORMATION............................................70

   Item 9.   THE OFFER AND LISTING............................................71

   Item 10.  ADDITIONAL INFORMATION...........................................73

   Item 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......93

   Item 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES...........95


PART II

   Item 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES..................95

   Item 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
             AND USE OF PROCEEDS..............................................96

   Item 15.  CONTROLS AND PROCEDURES..........................................96

   Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT.................................96

   Item 16B. CODE OF ETHICS...................................................96

   Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................97

   Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.......97

   Item 16E. PURCHASES OF EQUITY SECURITIES...................................97


PART III

   Item 17.  FINANCIAL STATEMENTS.............................................98

   Item 18.  FINANCIAL STATEMENTS.............................................98

   Item 19.  EXHIBITS.........................................................99


                                       i
<PAGE>


     Unless otherwise noted, in this annual report, "Coca-Cola Embonor," "we"
and "us" refer to Coca-Cola Embonor S.A., previously Embotelladora Arica S.A.,
together with its subsidiaries. "Iquique" refers to our subsidiary Embotelladora
Iquique, S.A.; "Embonor Bottling" refers to our subsidiary Embonor S.A.
(previously Embotelladoras Williamson Balfour S.A. and its five subsidiaries);
"Embol Bottling" refers to our subsidiary Embotelladoras Bolivianas Unidas,
S.A.; "ELSA Bottling" refers to the subsidiary Embotelladora Latinoamericana
S.A.; "Iquitos" refers to ELSA Bottling's subsidiary Industrial Iquitos S.A.
Coca-Cola Embonor acquired Embonor Bottling, ELSA Bottling and Iquitos in May
and June 1999, and we will indicate whenever we exclude these subsidiaries in
any discussion. "Coca-Cola Embonor Bottling" refers to Coca-Cola Embonor S.A.
without its subsidiaries.

             PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

     Included elsewhere in this annual report are the historical audited
consolidated balance sheets at December 31, 2002 and 2003 for Coca-Cola Embonor
including its subsidiaries, and the related historical audited consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the three years in the period ended December 31, 2003. We refer to these
financial statements, together with the notes thereto, as the Coca-Cola Embonor
consolidated financial statements.

     Coca-Cola Embonor's consolidated financial statements are presented in
accordance with generally accepted accounting principles in Chile ("Chilean
GAAP") and the rules of the Chilean Superintendency of Securities and Insurance.
Chilean GAAP differs in significant respects from accounting principles
generally accepted in the United States ("U.S. GAAP"). For a discussion of the
differences between Chilean GAAP and U.S. GAAP as they relate to us, together
with a reconciliation of net income and total shareholders' equity to U.S. GAAP,
see "Operating and Financial Review and Prospects--Liquidity and Capital
Resources--U.S. GAAP Reconciliation" (Item 5.B) and Note 37 to the Coca-Cola
Embonor consolidated financial statements. Coca-Cola Embonor's Bolivian and
Peruvian subsidiaries prepare their respective financial statements in
accordance with Chilean GAAP for consolidation purposes and for purposes of
local taxation, in accordance with local generally accepted accounting
principles. The financial statements as of and for the years ended December 31,
2002 and 2003 were audited by Ernst & Young Limitada, independent accountants.
The financial statements as of and the year ended December 31, 2001 were audited
by Langton Clarke Limitada, a member firm of Andersen Worldwide who have ceased
operations (see Item 3D, Risk Factors).

     The Accountants Association of Chile issued Technical Bulletin No. 64 ("BT
64"), which states that the financial statements of foreign subsidiaries that
operate in countries with unstable economic environments that are exposed to
significant risks, restrictions or inflation/exchange rate fluctuation, must be
remeasured in U.S. dollars. The foreign subsidiaries of Coca-Cola Embonor are
considered to operate in unstable economic environments. In addition, Chilean
GAAP requires that the financial statements of Coca-Cola Embonor and Embonor
Bottling be adjusted to reflect changes in the purchasing power of the Chilean
peso due to inflation. The application of BT 64 results in the comprehensive
separation of the effects of inflation in Chile from the changes in foreign
currency translation with respect to Coca-Cola Embonor's investments in its
subsidiaries in Peru and Bolivia. BT 64 differs from the foreign currency
translation procedures to which a US investor would be accustomed under U.S.
GAAP. In the opinion of the management of Coca-Cola Embonor, the application of
BT 64 with respect to the translation of non-Chilean operations is part of the
comprehensive basis of preparing of price-level adjusted financial statements
required by Chilean GAAP. The inclusion of inflation and translation effects in
the financial statements is considered appropriate under the inflationary
conditions that have historically affected the Chilean economy and, accordingly,
have not been eliminated. For a more detailed discussion, see Notes 2(c) and 25
to the Coca-Cola Embonor consolidated financial statements..

     Certain figures included in this annual report and in the financial
statements have been rounded for ease of presentation. Percentage figures
included in this annual report have in some cases been calculated on the basis
of such figures prior to rounding. For this reason, certain percentage amounts
in this annual report may vary from those obtained by performing the same
calculations using the figures in the consolidated financial statements of
Coca-Cola Embonor and Embonor Bottling. Other amounts that appear in this annual
report may also not sum due to rounding.

     Note that we have provided information in this annual report regarding
annual volume, per capita growth rate and levels, product segment, package and
population data in bottling regions based upon statistics we accumulated and
certain assumptions we have made. We obtained additional statistics from
private, third party sources. We based industry information presented regarding
soft drinks in Chile on data supplied by A.C. Nielsen Company, and sales
industry information regarding soft drinks in Bolivia on data supplied by CIES
International. We estimated industry information regarding soft drinks in Peru
because no standardized third-party statistical information is available for
Peru. We include promotional distributions made without charge in our sales and
consumption statistics.

<PAGE>

                                     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

A.   SELECTED FINANCIAL DATA

Coca-Cola Embonor

     The following table presents selected consolidated and other financial and
operating information for Coca-Cola Embonor at the dates and for the periods
indicated and should be read in conjunction with and is qualified in its
entirety by reference to the Coca-Cola Embonor audited consolidated financial
statements, including the Notes, included elsewhere in this annual report and
the data set forth in "Presentation of Financial Information." The selected
financial information at December 31, 2002 and 2003 and for the years ended
December 31, 2001, 2002 and 2003 has been derived from and should be read in
conjunction with the Coca-Cola Embonor consolidated financial statements,
including the Notes, included elsewhere in this annual report. The financial
statements as of and for the years ended December 31, 2002 and 2003 were audited
by Ernst & Young Limitada, independent accountants. The selected consolidated
financial information at December 31, 1999, 2000 and 2001, and for the years
ended December 31, 1999, 2000 and 2001, has been derived from the audited
consolidated financial statements of Coca-Cola Embonor audited by Langton Clarke
Limitada, independent accountants, who have ceased operations (see Item 3D, Risk
Factors), which are not included elsewhere in this annual report. The
consolidated financial statements of Coca-Cola Embonor are prepared in
accordance with Chilean GAAP, which differs in certain significant respects from
U.S. GAAP. Note 37 to the Coca-Cola Embonor Consolidated Financial Statements
provides a description of the principal differences between Chilean GAAP and
U.S. GAAP as they relate to Coca-Cola Embonor and a reconciliation to U.S. GAAP
of net income and total shareholders' equity for the periods presented. See
"Operating and Financial Review and Prospects--Liquidity and Capital
Resources--U.S. GAAP Reconciliation" (Item 5.B).

     Coca-Cola Embonor completed the acquisition of Embonor Bottling--formerly
Embotelladoras Williamson Balfour--in May 1999 in Chile, and ELSA Bottling and
Iquitos in June 1999 in Peru. Coca-Cola Embonor's consolidated results include
the results of Embonor Bottling on a consolidated basis as from January 1, 1999.
As described below, the Peruvian subsidiary was sold in January of 2004. All the
effects of this transaction were recognized in income as of December 31, 2003.
Coca-Cola Embonor's Bolivian and Peruvian subsidiaries prepare their financial
statements in accordance with both Chilean GAAP for consolidation purposes and
in accordance with local generally accepted accounting principles for purposes
of local taxation. The Coca-Cola Embonor consolidated financial statements
reflect the Chilean GAAP results of Coca-Cola Embonor's Bolivian and Peruvian
subsidiaries translated into Chilean pesos. The Company prepares a
reconciliation of the consolidated financial statements with U.S. GAAP. For more
information, refer to Note 37 of the consolidated financial statements.

     Technical Bulletin 64 of the Chilean Association of accountants ("BT 64")
requires that the financial statements of foreign subsidiaries whose activities
do not constitute an extension of the Chilean parent company's operations and
that operate in countries that are exposed to significant risks, restrictions or
inflation/exchange fluctuations be remeasured in U.S. dollars. Remeasurement
into U.S. dollars of non-Chilean subsidiaries requires foreign currency
denominated monetary assets and liabilities to be converted into U.S. dollars at
year-end rates of exchange, non-monetary assets, liabilities and shareholders'
equity are converted at historical rates of exchange as of the date of
acquisition or incurrence, as the case may be, and income and expense accounts
are converted at the average monthly exchange rate for the month in which the
transactions occurred. The effects of any exchange rate fluctuations are
included in the results of operations for that period. Amounts remeasured in
U.S. dollars are translated into the reporting currency, the Chilean peso, using
the exchange rate as of the balance sheet date. Translation adjustments arising
from the translation to the Chilean peso are included in shareholders' equity on
Coca-Cola Embonor's consolidated balance sheet under the caption "Cumulative
translation adjustment." See Note 23(c) to Coca-Cola


                                       2
<PAGE>

Embonor's consolidated financial statements. As required by Chilean GAAP,
Coca-Cola Embonor's 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 ("CPI") measured from December 1 to November 30 of
the previous year. Unless otherwise specified, financial data regarding
Coca-Cola Embonor is presented in constant Chilean pesos of December 31, 2003
purchasing power. See Note 2 (c) to the Coca-Cola Embonor Consolidated Financial
Statements. Between January 1, 2002 and December 31, 2002, the CPI in Chile
reflected an increase of 3.0%. Between January 1, 2003 and December 31, 2003,
the CPI in Chile reflected an increase of 1.0%.

     In the opinion of the management of Coca-Cola Embonor, the application of
BT 64 with respect to the translation of non-Chilean operations is part of the
comprehensive basis of preparing of price-level adjusted financial statements
required by Chilean GAAP. The inclusion of inflation and translation effects in
the financial statements is considered appropriate under the inflationary
conditions that have historically affected the Chilean economy and, accordingly,
have not been eliminated.

     On January 29, 2004, we sold our entire direct and indirect equity interest
in our Peruvian subsidiary ELSA Bottling, which interest represented 60.45% of
the outstanding stock of ELSA Bottling, to the Peruvian company Corporacion Jose
R. Lindley S.A. The sale price was US$129.9 million, which was paid on the same
date.

     The effects of this transaction were recognized in income, and consisted of
the following:

a) The net effect on our equity was estimated to be a decrease of Ch$11,223
million because of a charge to income for the difference between the sales price
and the carrying value of the investment. See Note 24(b) to Coca-Cola Embonor's
consolidated financial statements.

b) There was also an amount of Ch$15,095 million relating to the cumulative
translation adjustment of recording this investment in US dollars over the
period of our ownership. This amount has been passed through income for the
period; however, this adjustment had no effect on our shareholders equity as the
cumulative translation adjustment account forms part of our shareholders'
equity. See Notes 23 and 24(b) to Coca-Cola Embonor's consolidated financial
statements.

c) Certain deferred financing fees were taken into income amounting to Ch$ 2,803
million. Therefore the total charge to income amounted to Ch$ 29,121 million.

     With the proceeds of the sale we reduced certain of our outstanding
indebtedness. On January 30, 2004, we voluntary redeemed a portion of our
outstanding Series B bonds through Banco BICE. All bondholders who accepted the
offer (72.67% of the series B bonds) were paid the respective price and
commission, in the aggregate amount of Ch$19,828 million. See Note 35 to
Coca-Cola Embonor's consolidated financial statements.

     On February 3, 2004, part of the loan with Wachovia Bank in the amount of
US$7.5 million was prepaid. See Note 35 to Coca-Cola Embonor's consolidated
financial statements.

     The entire syndicated loan between Coca-Cola Embonor S.A. and Citibank
N.A., Chile Branch and other banks, was prepaid on February 4, 2004. The amount
paid was Ch$26,949 million. See Note 35 to Coca-Cola Embonor's consolidated
financial statements.

     As a result of the prepayment of debt indicated with the funds received
from the sale of our investment in ELSA Bottling, we recognized Ch$2,803 million
in other non-operating expenses for the deferred expenses associated with these
borrowing transactions, through a provision. See Note 35 to Coca-Cola Embonor's
consolidated financial statements.

     Beginning January 1, 2001, the Parent Company and its subsidiaries
Embotelladora Iquique S.A., Embonor S.A. and Embotelladoras Bolivianas Unidas
S.A. changed their depreciation method for machinery and transportation
equipment to depreciate according to real production hours. According to
historic production statistics, this method determines the rate in pesos for
each production hour of these assets. This rate is multiplied by the real
production hours during the fiscal year. The change in the depreciation method
of these fixed assets meant recognizing a lower charge of Ch$2,143 million
against consolidated income in 2001, Ch$ 2,386 million in 2002 and Ch$ 2,585
million in 2003.


                                       3
<PAGE>

     Beginning January 2000, the estimate corresponding to the remaining
liability for the guarantee for bottles and cases was adjusted, considering the
results of periodic inventories of bottles and cases held by customers, valued
at the average amounts paid out as deposits of bottles and cases during the last
five years. The foregoing resulted in a decrease in liabilities amounting to
Ch$9,097 million which was recorded as a credit to non-operating income, net of
a charge of Ch$4,493 million against income due to the corresponding effect of
the decrease of bottles and cases in fixed assets. Starting the year ended
December 31, 1999, the liability for bottle deposits was calculated by reference
to historical amounts, and the obligation represented the amount of accumulated
historical deposits received. On December 31, 2003, we recorded the reversal of
part of the liabilities for bottle guarantee deposits based on the results of a
survey of bottles existing on the market. This reversal generated a credit of
Ch$1,888 million to income, which is shown in "other non-operating income." See
Note 21 to Coca-Cola Embonor's consolidated financial statements and Item 5.

U.S. GAAP Reconciliation

     The principal differences between Chilean GAAP and U.S. GAAP as they relate
to Coca-Cola Embonor are:

     o    inflation accounting under Chilean GAAP, which has not been reversed
          in the reconciliation to U.S. GAAP,

     o    the recognition of the fair value of derivative instruments,

     o    the revaluation and depreciation of certain property, plant and
          equipment on the basis of a technical appraisal,

     o    accounting for the purchase of the subsidiaries at fair value, thus
          causing a different amount of goodwill,

     o    treatment of goodwill and intangibles and consideration of impairment
          tests,

     o    the accounting for deferred taxes, and

     o    the accounting for staff severance indemnities.

Note 37 of the Coca-Cola Embonor consolidated financial statements provides a
description of the principal differences between Chilean GAAP and U.S. GAAP as
they relate to Coca-Cola Embonor. It also includes a discussion of a
reconciliation to U.S. GAAP of net income and total shareholders' equity. The
net loss after reconciliation to U.S. GAAP was Ch$15,327 million in 2001,
Ch$2,528 million in 2002 and Ch$32,282 million in 2003. Under Chilean GAAP,
shareholders' equity at December 31, 2003 was Ch$199,508 million, as compared to
Ch$211,493 million under U.S. GAAP, which represents an difference of 6.0%.


                                       4
<PAGE>

Coca-Cola Embonor

<TABLE>
<CAPTION>
                                                                               At or for the Year ended December 31,

                                                                      1999 (1)        2000 (1)        2001 (1)        2002 (1)
                                                                      --------        --------        --------        --------
                                                                                             (audited)
                                                                      (in millions of Ch$ and US$, except ratios, sales volume
                                                                                   data and per share amounts)
<S>                                                                <C>             <C>             <C>             <C>
Income Statement Data:

Chilean GAAP:

   Net sales ...................................................   Ch$ 204,355     Ch$ 240,274     Ch$ 240,514     Ch$ 241,095
   Cost of sales ...............................................      (124,356)       (143,740)       (142,276)       (140,679)
   Administrative and selling expenses .........................       (62,291)        (76,339)        (72,566)        (80,451)
                                                                      --------        --------        --------        --------
   Operating income ............................................        17,708          20,195          25,672          19,965
   Non-operating income (expenses)(2) ..........................       (28,537)        (39,053)        (35,612)        (38,431)
   Taxes and minority interests ................................         2,280          (1,509)         (2,486)            875
     Extraordinary items .......................................             -           6,437           3,635             927
   Amortization of negative goodwill ...........................            37               -               -              26
                                                                      --------        --------        --------        --------
   Net income (loss) ...........................................   Ch$  (8,512)    Ch$ (13,930)    Ch$  (8,791)    Ch$ (16,638)
                                                                      --------        --------        --------        --------
   Net income (loss) per Series A share (in Ch$ and US$) .......        (15.88)         (27.13)         (17.54)         (33.21)
   Net income (loss) per Series B share (in CH$ and US$) .......        (16.66)         (27.06)         (16.90)         (31.98)
   Dividends per share (in CH$ and US$) ........................           9.2               -               -               -

U.S. GAAP:

   Net sales from continuing operations ........................   Ch$ 167,857     Ch$ 163,635     Ch$ 156,599     Ch$ 149,682
   Net sales from discontinued operations ......................        37,399          77,841          83,915          91,413
                                                                      --------        --------        --------        --------
   Net sales ...................................................   Ch$ 205,256     Ch$ 241,476     Ch$ 240,514     Ch$ 241,095
                                                                      --------        --------        --------        --------
   Operating Income (loss) .....................................         7,246          (6,611)         (1,378)          7,466
   Net Income (loss) from continuing operations ................       (10,176)         (6,604)        (12,475)         (3,774)
   Net income (loss) from discountinued operations .............        (5,234)          1,502          (2,852)          1,246
                                                                      --------        --------        --------        --------
   Net income (loss) ...........................................   Ch$ (15,410)    Ch$  (5,102)    Ch$ (15,327)    Ch$  (2,528)
                                                                      --------        --------        --------        --------
   Net Income (loss) from continuing operations Series A Share          (18.98)         (12.86)         (24.90)          (7.53)
   Net Income (loss) from continuing operations Series B Share          (19.93)         (12.83)         (23.98)          (7.26)
   Net Income (loss) from discontinued operations Series A Share         (9.76)           2.92           (5.69)           2.49
   Net Income (loss) from discontinued operations Series B Share        (10.25)           2.92           (5.48)           2.40

Balance Sheet Data:

Chilean GAAP:

   Total assets ................................................   Ch$ 621,400     Ch$ 574,202     Ch$ 593,562     Ch$ 577,029
   Short-term debt (3) .........................................        80,695          40,894          61,309          83,735
   Long-term debt (4) ..........................................       238,227         239,994         239,646         213,573
   Total shareholders' equity ..................................       267,575         246,543         241,195         226,490
   Paid in capital .............................................       234,416         225,802         225,802         225,802

U.S. GAAP:

   Total assets ................................................   Ch$ 606,527     Ch$ 572,986     Ch$ 591,244     Ch$ 529,392
   Short-term debt .............................................        84,243          36,775          61,916          93,054
   Long-term debt ..............................................       238,227         237,555         240,080         193,945
   Total shareholders' equity ..................................       261,038         258,472         247,099         238,225
   Paid in capital .............................................       234,416         225,802         225,802         225,802

Other Financial Information:

Chilean GAAP:

   Depreciation and amortization ...............................   Ch$  17,430     Ch$  22,935     Ch$  21,656     Ch$  22,852
   Capital expenditures ........................................        32,281          17,486          13,812          15,371
   Ratio of total debt to total capitalization (5) .............          0.59            0.52            0.54            0.56

U.S. GAAP:

   Capital expenditures ........................................        31,594          17,486          13,812          15,371
   Ratio of total debt to capitalization .......................          0.61            0.50            0.54           0. 60

Other Operating Data (in millions of UCs):(6)

   Sales volume of Coca-Cola soft drinks .......................   UCs   147.1     UCs   147.2     UCs   148.0     UCs   148.9
   Sales volume of other beverages .............................          27.1            27.0            26.8            28.0


<CAPTION>
                                                                      2003 (1)        2003 (1)
                                                                      --------        --------
<S>                                                                <C>             <C>
Income Statement Data:

Chilean GAAP:

   Net sales ...................................................   Ch$ 221,081     US$     372
   Cost of sales ...............................................      (133,114)           (224)
   Administrative and selling expenses .........................       (71,642)           (120)
                                                                      --------        --------
   Operating income ............................................        16,325              28
   Non-operating income (expenses)(2) ..........................       (53,497)            (90)
   Taxes and minority interests ................................         3,036               5
     Extraordinary items .......................................             1               -
   Amortization of negative goodwill ...........................            37               -
                                                                      --------        --------
   Net income (loss) ...........................................   Ch$ (34,098)    US$     (57)
                                                                      --------        --------
   Net income (loss) per Series A share (in Ch$ and US$) .......        (68.05)         (11.46)
   Net income (loss) per Series B share (in CH$ and US$) .......        (65.55)         (11.04)
   Dividends per share (in CH$ and US$) ........................             -               -

U.S. GAAP:

   Net sales from continuing operations ........................   Ch$ 148,409     US$     250
   Net sales from discontinued operations ......................        72,672             122
                                                                      --------        --------
   Net sales ...................................................   Ch$ 221,081     US$     372
                                                                      --------        --------
   Operating Income (loss) .....................................       (24,992)            (42)
   Net Income (loss) from continuing operations ................        (1,710)             (3)
   Net income (loss) from discountinued operations .............       (30,572)            (51)
                                                                      --------        --------
   Net income (loss) ...........................................   Ch$ (32,282)    US$     (54)
                                                                      --------        --------
   Net Income (loss) from continuing operations Series A Share           (3.41)              -
   Net Income (loss) from continuing operations Series B Share           (3.29)              -
   Net Income (loss) from discontinued operations Series A Share        (61.02)              -
   Net Income (loss) from discontinued operations Series B Share        (58.77)              -

Balance Sheet Data:

Chilean GAAP:

   Total assets ................................................   Ch$ 485,225     US$     817
   Short-term debt (3) .........................................       102,895             173
   Long-term debt (4) ..........................................       140,777             237
   Total shareholders' equity ..................................       199,508             336
   Paid in capital .............................................       225,802             380

U.S. GAAP:

   Total assets ................................................   Ch$ 466,805             786
   Short-term debt .............................................       119,409             201
   Long-term debt ..............................................       129,543             218
   Total shareholders' equity ..................................       211,493             356
   Paid in capital .............................................       225,802             380

Other Financial Information:

Chilean GAAP:

   Depreciation and amortization ...............................   Ch$  20,009     US$      34
   Capital expenditures ........................................        12,881              22
   Ratio of total debt to total capitalization (5) .............          0.56               -

U.S. GAAP:

   Capital expenditures ........................................        12,881              22
   Ratio of total debt to capitalization .......................         0. 63               -

Other Operating Data (in millions of UCs):(6)

   Sales volume of Coca-Cola soft drinks .......................   UCs   160.6               -
   Sales volume of other beverages .............................          26.1               -
</TABLE>

----------


                                       5
<PAGE>


(1)  As of and for the year ended December 31, 1999, 2000, 2001, 2002 and 2003,
     Coca-Cola Embonor's consolidated financial statements include Embonor
     Bottling, ELSA Bottling and Iquitos, which Coca-Cola Embonor acquired in
     1999. Under Chilean GAAP, Coca-Cola Embonor's participation in the acquired
     subsidiary Embonor Bottling has been included in consolidated net income,
     retroactive to January 1, 1999. Under U.S. GAAP, Coca-Cola Embonor would
     not be permitted to participate in the acquired subsidiary's results of
     operations prior to May 20, 1999, the date of finalization of the
     transaction.

(2)  Non-operating income for the year ended December 31,1999 includes financial
     income and the amortization of goodwill amounting to Ch$25,043 million
     reflecting the increase in financial income, and financial expenses
     resulting from the financing obtained to purchase the bottling operations
     of Inchcape plc in Chile and Peru.

(3)  Short-term debt is presented as current liabilities in the balance sheet of
     Coca-Cola Embonor's financial statements and includes the current portion
     of long-term bank liabilities, the current portion of other long-term
     liabilities, the current portion of bonds payable, trade accounts payable,
     notes payable, miscellaneous payables, amounts payable to related companies
     and other accrued liabilities. Under U.S. GAAP, short-term debt includes
     short-term debt as presented under Chilean GAAP plus, when applicable, the
     U.S. GAAP adjustment for derivatives and provision for sale of
     Embotelladora Latinoamericana S.A. (ELSA). For more information, see Note
     21 to Coca-Cola Embonor's consolidated financial statements.

(4)  Long-term debt is presented as long-term liabilities in the balance sheet
     of Coca-Cola Embonor's financial statements and includes long-term bank
     liabilities, bonds payable, provisions and other long-term liabilities.
     Under U.S. GAAP, long-term debt includes long-term debt as presented under
     Chilean GAAP plus the U.S. GAAP adjustment for the deferred tax effect of
     applying SFAS No. 109, staff severance indemnities and derivatives. For
     more information, see Note 21 to Coca-Cola Embonor's consolidated financial
     statements.

(5)  Total capitalization is calculated as the sum of long-term debt (including
     current portion), minority interest and total shareholders' equity.
     Shareholders' equity under U.S. GAAP differs from Chilean GAAP primarily in
     the technical reappraisal of property, plant and equipment, amortization of
     goodwill, deferred income taxes and minimum dividends.

(6)  A unit case or UC in the bottling industry refers to 192 ounces of finished
     product or an amount of syrup or concentrate required to make 192 ounces of
     finished product.



                                       6
<PAGE>

                    CURRENCY PRESENTATION AND EXCHANGE RATES

Currency Presentation

     In this annual report, our references to "$," "U.S.$," "US$," "U.S.
dollars" or "dollars" are to United States dollars. References to "pesos" or
"Ch$" are to constant Chilean pesos as of December 31, 2003. References to "UF"
are to Unidades de Fomento, which are inflation-indexed, Chilean
peso-denominated monetary units. References to "S," "S/," "nuevo sol" or "nuevos
soles" are to constant Peruvian nuevos soles as of December 31, 2003. References
to "B$" and "bolivianos" are to Bolivian bolivianos. The UF rate is set daily in
advance based on the change in the consumer price index in relation to the
previous month as reported in the monthly publication of the Central Bank of
Chile. In some cases, this annual report contains translations of peso amounts
into U.S. dollars at specified rates. These translations are provided solely for
your convenience and should not be construed as representations that the peso
amounts actually represent the U.S. dollar amounts or could be converted into
U.S. dollars at that rate. Unless we indicate otherwise, the U.S. dollar amounts
have been translated from pesos based on the "observed exchange rate" (which is
explained below under "--Exchange Rates in Chile") reported by the Central Bank
for December 31, 2003, which was Ch$593.80 per U.S.$1.00. The Federal Reserve
Bank of New York does not report a noon buying rate in New York City for Chilean
pesos. Unless we indicate otherwise, these U.S. dollar amounts have been
translated from nuevos soles at an exchange rate of S/3.464 per U.S.$1.00, the
average of the bid and offered exchange market rate published by the Peruvian
Superintendencia de Banca y Seguros, the Superintendency of Banking and
Insurance, as of December 31, 2003. See below "-- Exchange Rates in Peru."

Exchange Rates in Chile

     Before 1989, Chilean law prohibited the purchase and sale of foreign
currencies except in those cases explicitly authorized by the Central Bank. In
1989, the Chilean Central Bank Act was enacted. Under this act, any person may
freely buy and sell foreign currencies. The Central Bank, however, may require
these purchases and sales to be carried out exclusively in the Formal Exchange
Market described in the next paragraph. The Bank may also impose restrictions on
foreign exchange operations that are conducted in the Formal Exchange Market,
and may intervene in the Formal Exchange Market by purchasing and selling
foreign currency. The Formal Exchange Market is formed by banks and other
entities authorized by the Central Bank.

     For purposes of the operation of the Formal Exchange Market, the Central
Bank sets a reference exchange rate, dolar acuerdo, which we refer to as the
reference exchange rate. The reference exchange rate is reset monthly by the
Central Bank, taking into account internal and external inflation. It is
adjusted daily to reflect variations in parities between the Chilean peso and
each of the U.S. dollar, the Japanese yen and the Euro in the international
markets. The reference exchange rate is the rate at which the Central Bank
carries out its foreign exchange operations. The Central Bank, however, may
purchase and sell foreign currency at rates within a specified percentage below
or above the reference exchange rate. On December 22, 1998, that percentage was
set at 8.0% below the reference exchange rate, in the case of purchases of
foreign currency, and 8.0% above the reference exchange rate, in the case of
sales of foreign currency. Starting December 24, 1998, that percentage increases
daily at a rate of 0.013575%. Generally, however, the Central Bank carries out
its transactions at the spot rate. Nevertheless, when banks need to buy or sell
U.S. dollars from or to the Central Bank, these transactions are made by the
Central Bank at a rate of up to the percentage above or below, the reference
exchange rate. Authorized transactions by banks are generally carried out at the
spot rate, which usually fluctuates within a range above or below the reference
exchange rate equal to that percentage. In order to keep the average exchange
rate within an established band, the Central Bank may intervene by buying or
selling foreign currency on the Formal Exchange Market. The observed exchange
rate for any date, known as the dolar observado, is the average exchange rate of
transactions in the Formal Exchange Market on the previous day, as certified and
published by the Central Bank on the next succeeding business day.

     Purchases and sales of foreign exchange may be effected outside the Formal
Exchange Market through the Mercado Cambiario Informal, which we refer to as the
Informal Exchange Market. There are no limits imposed on the fluctuations of the
exchange rates in the Informal Exchange Market above or below the observed
exchange rate. Coca-Cola Embonor estimates that, since 1992, the year-end rate
of exchange for Chilean pesos into U.S. dollars on the Informal Exchange Market
has fluctuated between approximately 12.5% below and 12.5% above the observed
exchange rate. As of December 31, 2003, the rate of exchange for Chilean pesos
into U.S. dollars on the Informal Exchange Market was less than one percent
below the observed exchange rate.

     All payments on our dollar denominated debt are required to be made using
U.S. dollars purchased in the Informal Exchange Market. No access to the Formal
Exchange Market has been given for the purchase of dollars to make such
payments. See "Additional Information--Exchange Controls" (Item 10).


                                       7
<PAGE>

     The following table shows the annual low, high, average and year-end
observed exchange rates for U.S. dollars reported by the Central Bank for the
periods and dates indicated. The information in this table reflects Chilean
pesos at historical values rather than in constant Chilean pesos. The high and
low exchange rates provided in the table are the actual high and low, on a
day-by-day basis, for each period. The average rate for the years 1999 through
2003 is in each case the average of month-end exchange rates during such year.

                                             Observed Exchange Rates
                                             -----------------------
                                     Low         High      Average   Period-End
                                     ---         ----      -------   ----------
                                                  (Ch$ per US$)

Year ended December 31,
       1999.....................    468.69      550.93      508.96     530.07
       2000.....................    501.04      580.37      539.49     573.65
       2001.....................    557.13      716.62      634.94     654.79
       2002.....................    641.75      756.56      688.94     718.61
       2003.....................    593.10      758.21      691.40     593.80
       January 2004.............    559.21      596.78      573.64     591.42
       February 2004............    571.35      594.32      584.31     592.87
       March 2004...............    588.04      623.21      603.91     616.41
       April 2004...............    596.61      624.98      608.19     624.98
       May 2004.................    622.25      644.42      635.76     636.02

The exchange rate for U.S. dollars as of  May 31, 2004 was Ch$636.02 per U.S.$.

Source: Central Bank of Chile.

Exchange Rates in Peru

     Since March 1991, there have been no exchange controls in Peru and all
foreign exchange transactions are based on free market exchange rates. During
the last two decades, however, the Peruvian currency has experienced a
significant number of large devaluations. Therefore, Peru has adopted and
operated under various exchange rate control practices and exchange rate
determination policies. These policies have ranged from strict control over
exchange rates to market-determination of rates. Current Peruvian regulations on
foreign investment allow foreign holders of equity shares of Peruvian companies
to receive and repatriate 100.0% of the cash dividends distributed by a company,
including interim dividends. Investors are allowed to purchase foreign exchange
at free market exchange rates through any member of the Peruvian banking system.

     The following table shows, for the periods and dates indicated, the annual
low, high, average and year-end exchange rates for U.S. dollars established by
Superintendencia de Banca y Seguros, the Superintendency of Banking and
Insurance, or SBS. The information in this table reflects Peruvian nuevos soles
at historical values rather than in constant Peruvian nuevos soles. The high and
low exchange rates provided in the table are the highest and lowest of the 12
month-end exchange rates for each year based on the SBS Exchange Rate. The
average rate for the years 1999 through 2003 is in each case the average of
month-end exchange rates during such year.



                                       8
<PAGE>

                                               SBS Exchange Rates
                                               ------------------
                                        Low       High      Average   Period-End
                                        ---       ----      -------   ----------
                                            (nominal nuevos soles per US$)

Year ended December 31,
       1999.......................     3.336      3.511      3.403      3.511
       2000.......................     3.453      3.531      3.495      3.527
       2001.......................     3.430      3.631      3.510      3.446
       2002.......................     3.429      3.652      3.500      3.515
       2003.......................     3.463      3.496      3.477      3.464
       January 2004...............     3.453      3.500      3.468      3.500
       February 2004..............     3.473      3.506      3.484      3.473
       March 2004.................     3.459      3.476      3.466      3.461
       April 2004.................     3.459      3.487      3.470      3.484
       May 2004...................     3.483      3.495      3.488      3.489

The exchange rate for U.S. dollars as of May 31, 2004 was 3.489 nominal nuevos
soles per U.S.$.

Source: Superintendencia de Banca y Seguros

Exchange Rates in Bolivia

     Since December 1985, under decree law No. 21060 of August 29, 1985, the
official exchange rate for the Bolivian peso, against the U.S. Dollar is set by
the "Bolsin" of Bolivia's Central Bank and variations are a product of the
offer/demand ratio of the U.S. Dollar. Purchases are carried out via commercial
Banks. The exchange rate in Bolivia has been stable since 1985, with a slight
rise in the last two years.

                                                BS Exchange Rates
                                                -----------------
                                        Low       High      Average   Period-End
                                        ---       ----      -------   ----------
                                                (Bolivianos per US$)

Year ended December 31,
       1999.......................     5.65       6.00       5.84       6.00
       2000.......................     6.00       6.40       6.21       6.40
       2001.......................     6.40       6.83       6.64       6.83
       2002.......................     6.83       7.50       7.21       7.50
       2003.......................     7.50       7.84       7.68       7.84
       January 2004...............     7.84       7.86       7.85       7.86
       February 2004..............     7.86       7.87       7.87       7.87
       March 2004.................     7.87       7.90       7.89       7.90
       April 2004.................     7.90       7.91       7.91       7.91
       May 2004...................     7.91       7.92       7.92       7.92

The exchange rate for U.S. dollars as of May 31, 2004 was 7.92 Bolivianos per
U.S.$.

Source: Bolsin of Bolivian's Central Bank


                                       9
<PAGE>

B.   CAPITALIZATION AND INDEBTEDNESS

Not Applicable

C.   REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable

D.   RISK FACTORS

     You should consider carefully the following risk factors in addition to the
rest of the information in this annual report on Form 20-F.

     Our former use of Arthur Andersen LLP as our independent public accountants
     may pose risks to us and may limit the ability of our security holders to
     seek potential recoveries from them related to their work.

     On June 15, 2002, Arthur Andersen LLP ("Arthur Andersen"), the U.S. member
firm of Andersen Worldwide S.C., was convicted of obstruction of justice arising
from the U.S. government's investigation of Enron Corp., and on August 31, 2002,
Arthur Andersen ceased its audit practice before the United States Securities
and Exchange Commission (the "SEC"). Our former independent accountant, Langton
Clarke Limitada, was the Chilean member firm of Andersen Worldwide S.C. and as a
result has also ceased its audit practice before the SEC. As a foreign SEC
registrant, we are required to file with the SEC annual financial statements
audited by an independent public accountant registered to practice before the
SEC. We engaged Ernst & Young Limitada, independent accountants and a member
firm of Ernst & Young Global, to serve as our independent auditor for 2002 and
2003. Langton Clarke Limitada had audited our financial statements for the year
ended December 31, 2001, and had consented to the incorporation by reference of
their reports covering those financial statements in our Annual Report on Form
20-F for the year ended December 31, 2001, filed with the SEC. Our Annual Report
on Form 20-F for the year ended December 31, 2002 includes the financial
statements audited by Langton Clarke Limitada for the year ended December 31,
2001. Our securities holders may have no effective remedy against Langton Clarke
Limitada in connection with a material misstatement or omission in our 2001
financial statements or herein based upon such financial statements.

Risks Relating to Coca-Cola Embonor

     Our bottler agreements with The Coca-Cola Company are critical to our
     operations, and changes in our relationship with The Coca-Cola Company
     could reduce our operating income.

     We produce, market and distribute Coca-Cola soft drinks under standard
bottler agreements with The Coca-Cola Company. The Coca-Cola Company is free to
enter into bottler agreements with other companies that may compete against us
in our operating regions, although it has not done so to date. 84.3% of our net
sales for 2003 were from sales of Coca-Cola soft drinks.

     We depend on The Coca-Cola Company to renew our bottler agreements. The
bottler agreements for Embonor Bottling expire on various dates between December
31, 2005 and June 30, 2008. The bottler agreement for the operating region of
Coca-Cola Embonor Bottling expires on June 30, 2008; the bottler agreement for
the operating region of Iquique expires on June 30, 2008; and the bottler
agreement for the Bolivian operating region expires on August 31, 2005. The
Coca-Cola Company may terminate the bottler agreements if we default on certain
terms. It may also refuse to renew or extend bottler agreements after they
expire. You should know that termination or non-extension of any of the bottler
agreements will adversely affect our business, financial condition and results
of operations.

     Our bottler agreements with The Coca-Cola Company restrict sources of
     supply for some raw materials, which could increase our costs and otherwise
     restrict our operations.

     Under the bottler agreements, The Coca-Cola Company sets prices
unilaterally for Coca-Cola soft drink concentrates and soft drinks pre-mixed by
The Coca-Cola Company and sold to us. We generally purchase our raw materials,
other than concentrates, from multiple suppliers. With respect to the soft drink
products of The Coca-Cola Company, all authorized containers, closures, cases,
cartons, labels and other packaging materials must be purchased from
manufacturers approved by The Coca-Cola Company. This may restrict our ability
to obtain raw materials. These bottler agreements also contain significant
restrictions on our business. The Coca-Cola Company can review and approve our
marketing, operational and advertising plans for all Coca-Cola soft drinks. The
Coca-Cola Company reviews our annual business plans, and may require us to
demonstrate our financial ability to meet them. It may also terminate our right
to produce, market and distribute Coca-Cola soft drinks in


                                       10
<PAGE>

regions where standards are not met. The bottler agreements prohibit us from
producing, bottling, distributing or selling any products that might be confused
with or considered an imitation of Coca-Cola soft drinks. The bottler agreements
also prohibit us from distributing Coca-Cola products outside our bottling
regions without The Coca-Cola Company's authorization. In addition, if we
acquire bottlers of Coca-Cola products in other territories, we need The
Coca-Cola Company's consent.

     The Coca-Cola Company has 18.34% of the voting power of the Series A
     shares, and 70.40% of the voting power of the Series B shares, and is able
     to significantly affect the outcome of shareholder voting and promote its
     interests over those of the other stockholders of Coca-Cola Embonor.

     Because of its share ownership, Coca-Cola de Chile S.A., a subsidiary of
The Coca-Cola Company, is able to elect two of the seven members of our board of
directors. We may have potential conflicts of interest with The Coca-Cola
Company because of our past and ongoing relationships that could result in The
Coca-Cola Company's objectives being favored over our objectives, including
objectives beneficial to the other shareholders of Coca-Cola Embonor.

     These conflicts could arise over:

o    the nature, quality and pricing of services or products provided to us by
     The Coca-Cola Company or by us to The Coca-Cola Company;

o    potential acquisitions of bottling territories and/or assets from The
     Coca-Cola Company or other independent Coca-Cola bottlers;

o    the divestment of parts of our bottling operations;

o    the payment of dividends by us; or

o    balancing the objectives of increasing sales volume of Coca-Cola beverages
     and maintaining or increasing our profitability.


     The Vicuna family controls the board of directors of Coca-Cola Embonor and
     may promote its interests over the interests of other shareholders.

     The Vicuna family is able to elect a majority of the members of the board
of directors and determine the outcome of certain other actions requiring
shareholder approval. The interests of these controlling shareholders may
conflict with the interests of Coca-Cola Embonor's other shareholders.

     We may be unable to compete successfully in the highly competitive
     carbonated soft drink and non-carbonated beverage segments of the
     commercial beverages market.

     The soft drink and non-alcoholic beverage businesses are highly competitive
in each of our operating regions. In Chile and Bolivia we compete with PepsiCo,
Inc. bottlers as well as bottlers of regional brands. Our soft drink products
also compete generally with other non-alcoholic beverages.

     The prices of our soft drinks are highest in the Chilean operating regions,
followed by the Bolivian operating region. Each of the operating regions has
different personal income levels and competitive environments. In the Bolivian
market, many local soft drink brands, known as "B brands," sell at lower prices;
this increases price competition. In addition, in Bolivia, consumer purchasing
power is approximately one-fifth of consumer purchasing power in Chile. Lower
purchasing power also means lower per capita consumption of soft drinks. In
Chile our policy is to use competitive pricing strategies to protect our market
share.

     We need water to make our products, and its availability in our operating
     regions may be limited.

     We have not undertaken independent studies to confirm the sufficiency of
the existing or future groundwater supply, and sufficient quantities of
groundwater may not be available to meet our future production needs. Also, our
existing water concessions may be terminated if we use more water than
permitted, or lost by not paying required concession-related fees or completing
agreed-upon construction or improvements.

     We are subject to price volatility for certain commodities.


                                       11
<PAGE>

     In producing and packaging our products we are exposed to the price
volatility for various commodities, including resins, glass bottles and
aluminum. The prices we pay for such items are subject to fluctuation. When
prices increase, we may or may not pass on such increases to our customers. When
we have decided to pass along price increases in the past we have done so
successfully; however, our ability to recover increased costs through higher
pricing may be limited by the competitive environment in which we operate.

     Sugar is one of our principal raw materials and a rise in sugar prices
     could adversely affect our profits.

     Prices for sugar fluctuate significantly. Increases in the price of sugar,
including increases due to changes in import duties or import restrictions on
sugar, will increase our cost of sales and can adversely affect our net
earnings. In Chile, Coca-Cola Embonor purchases sugar primarily from Industria
Azucarera Nacional S.A., the sole producer of sugar in Chile, although we have
on occasion purchased sugar on the international spot market when prices were
favorable. Chilean sugar prices are subject to a price band established by the
Chilean government on an annual basis that has historically been consistent with
international prices. In Bolivia, we purchase sugar from both local and
international spot markets.

     We have substantial indebtedness, including indebtedness incurred in
     connection with acquisitions, and this indebtedness may adversely affect
     our ability to react to developments in our business and to use debt to
     fund future capital needs.

     Our combined total long-term debt and total shareholders' equity at
December 31, 2003 and 2002 was U.S.$546 million and U.S.$583 million,
respectively. Our leverage and obligations could have important consequences,
including the following:

     o    a significant portion of our cash flow from operations goes to the
          payment of our debt service obligations, which reduces the funds
          available for operations and future business opportunities;

     o    our indebtedness makes us more sensitive to a downturn in general
          economic conditions;

     o    our substantial indebtedness limits our capacity to respond to market
          conditions or to meet contractual or financial obligations;

     o    we may have more indebtedness in relation to our assets or cash flow
          than other companies with which we compete, which may place us at a
          competitive disadvantage, and

     o    if we require additional financing in the future, our level of
          indebtedness may impair our ability to obtain the additional
          financing.

     In addition, as a result of the acquisitions of Embonor Bottling and ELSA
Bottling in 1999 and the recent sale of ELSA Bottling, goodwill assets represent
54.7% of Coca-Cola Embonor's total consolidated assets and over 132.9% of
Coca-Cola Embonor's shareholders' equity at December 31, 2003. Coca-Cola
Embonor's subsidiaries acquired in 1999 operate in regions susceptible to
considerable economic risk. See "--Risks Relating to Chile." Such risks may
impair the value and the remaining estimated useful life of the goodwill
associated with these companies. In accordance with applicable accounting
standards, Coca-Cola Embonor will evaluate from time to time, and at least on an
annual basis, the carrying value of the goodwill of its subsidiaries by
estimating a subsidiary's discounted net income over the remaining life of the
goodwill in determining whether the goodwill is recoverable. If goodwill is
impaired as a result of losses or other factors, it may be necessary to take a
charge against earnings to reflect the impairment. Such a charge may adversely
affect the earnings and profitability of Coca-Cola Embonor.

     Conditions in other emerging market countries can affect economic
     conditions in our operating regions, and adversely affect the value of our
     securities.

     Economic and capital market conditions in other emerging market countries
can influence economic conditions in Chile and Bolivia. Although economic
conditions differ in each country, the way investors react to developments in
one country can affect the securities of issuers in other countries, including
Chile and Bolivia. For example, the economic crisis in Argentina and other
countries in this region negatively affected economic conditions in many Latin
American countries, including the market value of company issued securities in
those countries. Economic problems in other emerging market economies can also
negatively effect the economies, the value of the currencies, and the value of
securities of issuers in Latin American countries, including Chile and Bolivia.
Accordingly, events outside of our operating regions can adversely affect
economic conditions in our operating regions, and possibly adversely affect the
market value of our publicly traded securities.


                                       12
<PAGE>

Risks Relating to Chile

     Chilean economic conditions could adversely affect Coca-Cola Embonor and
     the value of its securities.

     As of December 31,2003 and giving effect to the sale of ELSA Bottling,
approximately 86.2% (consolidated pro forma basis) of our assets are located in
Chile, and sales in our Chilean operating regions accounted for approximately
86.7% of our net sales. Based on governmental estimates, growth in Chile during
2004 will be among 4% and 4.5%, the largest in recent years, and Chile's current
account deficit has increased to more than 1% of gross domestic product. Low
levels of inflation should be maintained during the year 2004. The value of the
Chilean peso increased approximately 18.4% in 2003. See "Key
Information--Selected Financial Data--Currency Presentation and Exchange Rates"
(Item 3). The Central Bank of Chile may decide to impose restrictions on our
publicly traded securities in the future, and we cannot predict their potential
impact or duration.

     Because Chile has different corporate disclosure and accounting standards
     than the U.S., you may receive information that is different from what you
     are accustomed to receiving, and find it more difficult to interpret the
     information properly.

     Although Chilean securities laws that govern open or publicly listed
companies like Coca-Cola Embonor promote disclosure of all material corporate
information to the public, Chilean disclosure requirements differ from those in
the United States. In addition, while Chilean law restricts insider trading and
price manipulation, the U.S. securities markets are more supervised and
regulated than the Chilean securities markets. Because of differences between
Chilean and U.S. accounting and reporting standards, Chilean financial
statements and reported earnings generally differ from those based on U.S.
accounting and reporting standards. See "Operating and Financial Review and
Prospects" (Item 5).

Risks Relating to Bolivia

     Reduced economic growth and higher inflation in Bolivia could adversely
     affect our operations and the value of our publicly traded securities.

     If economic growth slows down in Bolivia or inflation in Bolivia increases
significantly, the effect on the Bolivian economy could adversely impact our
business, financial condition and results of operations, as well as the market
value of our publicly-traded securities. As of December 31, 2003 and giving
effect to the sale of ELSA Bottling, approximately 13.8% of our assets are
located in Bolivia, and sales in the Bolivian region accounted for approximately
13.3% of our net sales. Demand in any country for soft drinks and beverage
products usually changes with its general economic condition. Therefore, our
financial condition and results of operations will depend in part on political
and economic conditions in Bolivia. Bolivia's gross domestic product increased
by 0.6% in 1999, 1.2% in 2000, 2.7% in 2001, 2.0% in 2002 and 2.9% in 2003.
Since 1985, radical economic reforms have significantly reduced Bolivia's
inflation and favorably affected its gross domestic product.

     We face possible exposure to Bolivian political risk, which could affect
     the value of our securities.

     Changes in economic policies or other political developments in Bolivia may
also affect our results of operations and financial condition. Bolivia appears
to be politically instable, and has had a succession of reform-minded political
leaders. Policies favorable to private sector investment and economic growth,
such as those which have reduced bureaucracy, promoted domestic and foreign
investment, strengthened free markets and improved education, health, housing
and the physical infrastructure, may end or change.

     Devaluation and fluctuations in exchange rates could adversely affect our
     business operations and ability to make payments on our obligations.

     The Bolivian government's economic policies affecting foreign exchange,
devaluations of the Bolivian currency (the boliviano) and fluctuations in the
exchange rate between the boliviano and the U.S. dollar could affect our
financial conditions and our results of operations. Since August 1985, no
exchange controls have existed in Bolivia, and all foreign transactions use a
flexible rate of exchange which is the average of foreign currency sales by the
Central Bank of Bolivia. The boliviano experienced a 9.8% reduction in value
against the U.S. dollar during 2002 and 4.5% in 2003. We cannot assure you that
the boliviano will not be further devalued relative to the U.S. dollar, or that
the boliviano will not fluctuate in value significantly relative to the U.S.
dollar.


                                       13
<PAGE>

Item 4. INFORMATION ON THE COMPANY

     A.   HISTORY AND DEVELOPMENT OF THE COMPANY

Incorporation

     Coca-Cola Embonor was incorporated under the name Embotelladora Arica S.A.
on December 3, 1969 by public deed notarized by Mr. Samuel Fuchs Brotfeld of
Santiago. An abstract of its by-laws was registered on page 694, number 291 of
the 1969 Registry of Commerce of Arica and was published in Official Gazette No.
27528 on December 23, 1969. It was authorized by Decree No. 2614 of December 17,
1969 of the Ministry of Finance. A restated text of its by-laws was approved at
the Special General Shareholders Meeting held May 19, 1995. The minutes of that
shareholders meeting were executed to public deed on June 8, 1995 and notarized
by Mr. Fernando Opazo Larrain of Santiago. An abstract of that deed is
registered on page 409 No. 183 of the 1995 Registry of Commerce of Arica and was
published in Official Gazette No. 35190 on June 10, 1995. Coca-Cola
Embonor's address is Avenida Apoquindo 3721, Piso 10, Santiago, Chile, its
telephone number is (562) 299-1400, and its webpage address is
http://www.embonor.cl.

     Coca-Cola Embonor is organized under the laws of Chile, being subject,
among others, to Law No. 18,046 de sociedades anonimas (corporations law), Law
No. 18,046 de mercado de valores (securities market law), and government
regulation generally applicable to companies engaged in business in its bottling
territories such us labor, social security, public health, consumer protection,
environmental, sanitation, employee safety, securities, and anti-trust laws.

     Under the authorization of The Coca-Cola Company, at a Special Shareholders
Meeting of Embotelladora Arica S.A. held on April 27, 2000 our shareholders
resolved to amend the by-laws so as to change the name of the company to
Coca-Cola Embonor S.A. The minutes of that meeting were registered by public
deed on May 2000 in the Notarial Office of Mr. Armando Sanchez Risi in the city
of Arica.

     Coca-Cola Embonor's agent in the United States is CT Corporation System,
111 Eighth Avenue, New York, New York 10011.

Corporate History

Chile

     Coca-Cola Embonor began producing and distributing carbonated beverages in
its original operating region in Region I in 1962, supplying products of The
Coca-Cola Company to the cities of Arica and Iquique. (Governmental subdivisions
of Chile are officially designated as Regions I through XIII). In 1974,
Coca-Cola Embonor completed construction of a new, modern plant. This enabled
Coca-Cola Embonor to increase its production capacity five-fold. In July 1988,
Coca-Cola Embonor began operations in the city of Iquique with one of the
country's most modern plants. Coca-Cola Embonor's Region I plants are located in
a free trade zone. This entitles Coca-Cola Embonor to a number of tax benefits
such as a credit on income tax, duty-free importation of capital goods and
production supplies and no value added tax on duty-free sales.

     Embonor Bottling (acquired by Coca-Cola Embonor in 1999) entered into the
Coca-Cola bottling business in January 1983, by acquiring from Embotelladora
Andina S.A., the bottling facilities of Region VI, Region VII, including the
city of Talca, Region VIII, including the city of Concepcion, Region IX,
including the city of Temuco, and a bottling region without a production plant,
or "extension region," and Region X, including the city of Puerto Montt. In
November 1985, Embonor Bottling acquired control of Andina's plant and the
Region V bottling territory, including the city of Vina del Mar. In 1989,
Embonor Bottling constructed a bottling plant in Region X, including the city of
Puerto Montt. As a result, it converted this previous "extension region" into a
full bottling territory. Embonor Bottling built a new production facility in
Talca in 1995. In October 1997, it transferred all production from the Vina del
Mar site to a new facility. Coca-Cola Embonor completed its acquisition of
Embonor Bottling in May, 1999. On August 31, 2000, Coca-Cola Embonor acquired
all shares in the subsidiaries Inchcape Bottling Chile S.A., Embotelladoras
Williamson Balfour S.A., Embotelladora Williamson Balfour S.A. (Vina del Mar)
and Embotelladora Williamson Balfour S.A. (Puerto Montt). These companies were
subsequently merged. At a General Shareholders Meeting held on August 31, 2000,
the subsidiaries Embotelladora Williamson Balfour S.A. (Concepcion),
Embotelladora Williamson Balfour S.A. (Talca) and Embotelladora Williamson
Balfour S.A. (Temuco) approved and agreed to their merger with Embonor S.A. At a
Special General Shareholders Meeting of Coca-Cola Embonor on August 31, 2000,
the shareholders resolved to merge Coca-Cola Embonor with Embotelladora
Williamson Balfour S.A. (Concepcion), Embotelladora Williamson Balfour S.A.
(Talca) and Embotelladora Williamson Balfour S.A. (Temuco) by means of a
takeover. This enabled Coca-Cola Embonor to control nearly 37% of the Coca-Cola
sales volume in Chile by the end of December, 2003.


                                       14
<PAGE>

Bolivia

     In 1995, Coca-Cola Embonor purchased the assets of the bottling operations
of The Coca-Cola Company operating in the Bolivian territories of La Paz,
Cochabamba and Oruro. In January 1996, Coca-Cola Embonor added the Coca-Cola
bottlers of Santa Cruz, Sucre and Tarija to its operations. Between July and
December 1997, Coca-Cola Embonor, through its subsidiary, Inversora Los Andes
S.A., which we refer to as "Inansa," acquired 18.3% of the shares of Embol
Bottling. This acquisition increased its ownership interest to 99.9% control of
Embol Bottling. In 1997, a new bottling line was added in the La Paz plant, and
a new blowing plant, for the production of Ref-PET bottles, began operations. In
1998, a new bottling line was opened in Cochabamba. Coca-Cola Embonor controlled
nearly 52.6% of the Coca-Cola sales volume in Bolivia by the end of December,
2003.

Peru

     Compania Embotelladora Lima S.A., translated as Lima Bottling Company and
referred to "CEL," was created in 1947 as the Coca-Cola bottler for Lima, Peru.
ELSA Bottling's predecessor was incorporated in Peru in 1995 when CEL was merged
with three related companies. In March 1996, Inchcape acquired 25.0% of ELSA
Bottling's predecessor and obtained a management contract for its bottling
business. Effective January 1997, ELSA Bottling's predecessor acquired
Industrial Tisco S.A., a package manufacturing company. In April 1997, it
acquired the brands and related production assets of the soft drink brand Kola
Inglesa and the treated table water San Luis from Inchcape.

     On May 1, 1997, ELSA Bottling's predecessor merged with Porvent S.A., owner
of the Kola Inglesa and San Luis brands. As a result, ELSA Bottling was created.
During 1997, ELSA Bottling entered into negotiations to merge with Coca-Cola
bottlers in Northern and Southern Peru. At that time, it was the only franchised
bottler for the Lima area. The bottlers had operated as four distinct companies:
Transportadora y Comercializadora Lambayeque S.A., Compania Industrial Nor
Peruana S.A., Compania Industrial Nor Oriente S.A. and Empresa Productora de
Plasticos S.A. In the Southern Division, five distinct companies were Coca-Cola
bottlers until they merged into Negociacion Sur Peruana effective January 1997.
In November 1997, an agreement was reached with the Northern and Southern
Coca-Cola bottlers. As a result, both those Coca-Cola licensed bottlers were
merged into ELSA Bottling. The mergers were completed in January 1998. At the
time of entering into the stock purchase agreement, Inchcape owned 53.1% of ELSA
Bottling's currently issued and outstanding common shares and 6.8% of ELSA
Bottling's currently issued and outstanding investment shares. It also owned
50.2% of Iquitos' currently issued and outstanding common shares and 81.9% of
the currently issued and outstanding investment shares of Iquitos. On April 11,
2001, ELSA Bottling's purchased the Iquitos bottling's operations in the amount
of Ch$2,756 million. Such amount was fully paid in U.S. dollars as of December
31, 2001. This enabled Coca-Cola Embonor to control nearly 36.8% of the
Coca-Cola sales volume in Peru by the end of December 2003. As described below,
the Peruvian business was sold in January 2004.


     Sale of investment in Peru

     On January 29, 2004, the Company sold all of its equity interest, both
direct and indirect, in the Peruvian subsidiary Embotelladora Latinoamericana
S.A. (ELSA), amounting to 60.45% of that company. The price was US$129.9
million, which was paid on the same date.

     Debt Refinancing

     On January 30, 2004, there was a voluntary redemption of Series B bonds
through Banco BICE. All bondholders who accepted the offer (72.67% of the series
B bonds) were paid the respective price and commission, in the amount of
Ch$19,828 million.

     On February 3, 2004, part of the loan with Wachovia Bank in the amount of
US$7.5 million was prepaid.

     The entire syndicated loan between Coca-Cola Embonor S.A. and Citibank
N.A., Chile Branch and other banks, was prepaid on February 4, 2004. The amount
paid was Ch$26,949 million.


                                       15
<PAGE>

     As a result of the prepayment of debt indicated, with the funds received
from the sale of the investment in ELSA Bottling, the company recognized
Ch$2,803 million in other non-operating expenses for the deferred expenses
associated with these transactions through a provision.

     Acquisitions; Divestitures; Capital Expenditures

     Other than the acquisitions of Embonor Bottling, ELSA Bottling and Iquitos,
described above, Coca-Cola Embonor has not made any significant capital
expenditures in the last three financial years, and is not in the course of
making any material capital expenditures.

Takeover Offers

     There have been no public takeover offers by third parties in respect to
Coca-Cola Embonor's shares, or by Coca-Cola Embonor in respect of other
companies' shares during 2003 or 2004 (through the date hereof).

B.   BUSINESS OVERVIEW

     Coca-Cola Embonor's principal business is the production and distribution
of Coca-Cola soft drinks, which accounted for 84.3% of Coca-Cola Embonor's net
sales in 2003, 84.2% in 2002 and 84.7% in 2001. Coca-Cola Embonor is one of the
leading producers and distributors of Coca-Cola soft drinks in Latin America,
and the leading producer and distributor of soft drinks in each of the regions
in which it operates. In 2003, Coca-Cola Embonor was the leader in the sale of
soft drinks in its Chilean operating regions, where it had a share of total soft
drink sales of approximately 58.4%. In Bolivia, Embol Bottling's share of total
soft drinks sales was approximately 52.6% in 2003. In Peru, ELSA Bottling's
share of total soft drink sales was approximately 36.8% in 2003, including the
Inca Kola brands that Coca-Cola Embonor produces and distributes in the Northern
and Southern Divisions of Peru, under the exclusive rights of The Coca-Cola
Company. In addition to Coca-Cola soft drinks, Coca-Cola Embonor distributes in
Chile, under the authorization of The Coca-Cola Company, Vital (mineral water)
and fruit juices and fruit flavored non-carbonated beverages such as Kapo,
Andifrut and Nectar Andina. Also, in Region I of Chile, Coca-Cola Embonor
produces and distributes its own brand of mineral water, Mamina, and beers. In
Bolivia, Embol Bottling produces and distributes its own brand of table water.
In Peru during the past year, Elsa Bottling produced a proprietary soft drink
brand.

Differences in Operating Conditions

     Important differences exist on a macroeconomic level and in operating
conditions among the major operating regions of Coca-Cola Embonor: the Chilean
operating regions and the Bolivian operating region, as well as the Peruvian
operating region. These differences have a significant effect upon Coca-Cola
Embonor's operating margins in these operating regions.

     Pricing Environments

     The prices of Coca-Cola Embonor's soft drinks are highest in the Chilean
operating regions, followed by the Bolivian operating region. Each of the
operating regions has different personal income levels and competitive
environments. In the Bolivian market, many local soft drink brands that are
known as "B brands" sell at lower prices. This increases price competition. In
addition, in Bolivia, consumer purchasing power is approximately one-fifth of
consumer purchasing power in Chile. Lower purchasing power also means lower per
capita consumption of soft drinks. In Chile, Coca-Cola Embonor's policy is to
use competitive pricing strategies to protect its market share.

     Cost of Raw Materials

     Chilean Operations. Coca-Cola Embonor purchases concentrate from The
Coca-Cola Company, which establishes the price of the concentrate. Coca-Cola
Embonor purchases sugar primarily from the sugar importers E.D. & Man Chile
Ltda., Profina and Austrade S.A., sugar importers for use at plants in Region I
of Chile, and Industria Azucarera Nacional S.A., the sole producer of sugar in
Chile. We also purchase sugar on the international market when prices are
favorable. Coca-Cola Embonor obtains carbon dioxide gas from Praxair and Aga
Chile S.A. Externally sourced glass and plastic bottles are purchased from
Envases CMF S.A. and Cristalerias de Chile S.A. Bottle tops are purchased from
Alusud Embalajes S.A., as well as from Crown Cork S.A. Water used in soft drink
production is sourced from Coca-Cola Embonor's own network of wells with the
exception of the Concepcion plant, which receives water from the municipal
supply. The water is filtered and treated to remove impurities and to adjust
taste and is subject to rigorous quality control. Coca-Cola Embonor purchases
cans for soft drinks from Envases Central S.A., in which it has a 33.0%
ownership interest.


                                       16
<PAGE>

     In 2003, principal raw materials, including packaging, accounted for
approximately 57.9% of the total cost of net sales for Coca-Cola Embonor's
Coca-Cola soft drinks in Chile. The cost of concentrate accounted for
approximately 30.6% of the raw materials cost, sugar accounted for 14.9%,
one-way bottles accounted for 9.3%, bottle tops accounted for 2.5% and carbon
dioxide gas accounted for 0.6%. Water did not constitute a significant raw
material cost.

     Bolivian Operations. In Bolivia, Coca-Cola Embonor purchases concentrate
from The Coca-Cola Company and purchases sugar from three different suppliers.
Carbon dioxide is purchased from Liquid Carbonic of Bolivia S.A. Coca-Cola
Embonor purchases bottle tops from several suppliers. Externally sourced glass
and plastic bottles are purchased from Envases CMF S.A., Vitrolux S.A. and
Fabrica Boliviana de Vidrios S.A. Coca-Cola Embonor believes that these sources
are adequate and will be able to continue supplying Coca-Cola Embonor's future
needs.

     In 2003, principal raw materials, including packaging, accounted for
approximately 69.6% of the total cost of net sales for Coca-Cola Embonor's in
Bolivia. The cost of concentrate accounted for approximately 35.5% of the raw
materials cost, sugar accounted for 14.9%, one-way bottles accounted for 23.4%,
bottle tops accounted for 4.4% and carbon dioxide gas accounted for 2.1%. Water
did not constitute a significant raw material cost.

     Peruvian Operations. A subsidiary of The Coca-Cola Company was the key
supplier of concentrate to ELSA Bottling. Small amounts of non-Coca-Cola
concentrate were produced by ELSA Bottling for use in its own brands,
principally Nectarin and Kola Inglesa. Sugar was sourced from Amerop Peru S.A.,
Opiesa and Cartarid. Carbon dioxide was supplied by Praxair del Peru and
Tecnogas S.A. Externally sourced glass and plastic bottles were purchased from
Vidrios Industriales S.A., San Miguel Industrial, Alusud Peru S.A. and Amcor Pet
Packaging del Peru. ELSA Bottling had its own refillable and one-way bottle
manufacturing plants in Lima and in Chiclayo, located in the North. In the
Southern Division, in Arequipa, equipment for plastic bottle manufacturing was
located within the plant. It was contracted solely for use by ELSA Bottling.

     In 2003, principal raw materials, including packaging, accounted for
approximately 78.0% of the total cost of net sales for ELSA Bottling's Coca-Cola
soft drinks. The cost of concentrate accounted for approximately 27.7% of the
raw materials cost, sugar accounted for 20.9%, one-way bottles accounted for
22.5%, bottle tops accounted for 5.3% and carbon dioxide gas accounted for 1.7%.
Water did not constitute a significant raw material cost.

     Per Capita Consumption

     Chile. In Chile, at the end of 2003, average annual per capita consumption
of Coca-Cola products in the franchise territories of Coca-Cola Embonor was 241
equivalent eight ounce bottles. The comparable consumption per capita in the
whole of Chile was 285 eight ounce bottles, implying that there is an important
opportunity for growth in Coca-Cola Embonor's territories.

     Bolivia. At the end of 2003, the annual per capita consumption of Coca-Cola
products was 87 eight ounce servings, a relatively low figure that indicates the
considerable growth potential that continues to exist for Embol Bottling within
an industry that is still in its infancy. Coca-Cola Embonor considers that there
are major opportunities for further enhancing the brand equity of the Coca-Cola
Company's brands and for developing an optimum balance between price and
packaging mix as well as further developing consumption in rural areas, which
encompass more than 35% of the country's population

     Peru. The soft drink segment of the Peruvian commercial beverages market
has the lowest per capita consumption rate in Latin America. The per capita
consumption rate within Peru varies within the regions and is related in part to
population density and per capita income. Per capita consumption is higher in
Lima than in the Northern and Southern Divisions. Lima is an urban center with
the highest per capita income in Peru. Significantly lower per capita income and
a dispersed population characterize the Northern and Southern Divisions. Also,
climatic conditions vary among the regions. Lima maintains a relatively stable,
dry climate all year-round. The Northern and Southern Divisions experience wide
seasonal variations in temperature and precipitation levels, which can impact
consumption patterns. The Lima market has been the subject of well-developed
marketing and distribution efforts since 1995. In 2003, the average annual per
capita consumption of Coca-Cola soft drinks had risen to 79 eight-ounce
servings.

     Distribution

     Chile. Within Chile, significant differences exist between Region I and the
operating regions consisting of Regions V through X. Coca-Cola Embonor's
distribution system in Region I is concentrated primarily in two cities, Arica
and Iquique, as well as a number of mining and fishing industry locations. In
contrast, Coca-Cola Embonor within Regions V through X serves regions of Chile
that are spread over a wide geographical area of approximately 1,200 km in
length. Distribution of products across such a distance is generally more
complex and costly than servicing primarily urban bottling territories and
requires unique


                                       17
<PAGE>

experience and skills. In this operating region, Coca-Cola Embonor tries to
minimize distribution costs and benefit from the popularity of the returnable
packaging format. Therefore, it has placed plants and warehouses in sites
strategically located within the operating region. The cost of distribution per
unit case during 2003 averaged Ch$82 in Chile.

     Bolivia. In Bolivia, the bottling territories are more diverse. They vary
from La Paz, Cochabamba and Santa Cruz, which are urban areas with high
population densities, to Sucre, Oruro and Tarija, which are rural areas with low
population density. Access to customers in the rural areas is more difficult and
expensive than access to customers in urban areas. The cost of distribution per
unit case during 2003 averaged Ch$72 in Bolivia.

     Peru. Distribution of products within Peru was affected by population
density and topography. Lima is the largest urban area. Distribution in the
Northern and Southern Divisions is more challenging. It is affected by low
population density as well as mountainous terrain in the Southern Division and
desert in the Northern Division. Access to customers in the rural areas is more
difficult and expensive compared to Lima. The cost of distribution per unit case
during 2003 averaged Ch$77 in Peru.

     Income Taxes

     Chile. In Chile, most of the operating region located in Region I is
located in free trade zones. Therefore, on an unconsolidated basis, these
operations pay very low income taxes on profits from operations. As stipulated
in Law No. 19,753 of September 28, 2001, income tax increased from 15% in 2001
to 16% for 2002, 16.5% for 2003 and 17% as from 2004. In the Region V through X
operating regions, income taxes are charged to results in the same period in
which the income and expenses are recorded, and are calculated in accordance
with current tax laws.

     Bolivia. In Bolivia, there are two types of corporate taxes payable: income
taxes on annual net income, and transaction taxes on all business transactions.
The corporate income tax rate in Bolivia is 25.0% and the transaction tax is
levied at a 3.0% flat rate per transaction. Coca-Cola Embonor's Bolivian
operations calculate and make payment for Bolivian income taxes annually.
Coca-Cola Embonor records the amount paid in the balance sheet as a "Recoverable
Tax" asset. Amounts incurred for transaction taxes are then recorded as an
offset against this asset to the extent of the income taxes paid. They were
charged against sales revenue in the income statement until 2000. No income tax
expense has been shown for Chilean GAAP purposes in the three years ended
December 31, 2001, 2002 and 2003.

     Peru. In Peru, income taxes and employees' participation taxes are
calculated in accordance with current tax laws and the income tax rates are 30%
and 10%, respectively, of taxable retained earnings. The corporate income tax
rate was reduced from 30% to 27% during the 2002 tax year.

Business Strategy

     Coca-Cola Embonor's objectives are to maintain and re-enforce its
leadership position as a bottler and distributor of carbonated soft drinks in
each of the markets in which it participates, and to maximize long term
profitability. To pursue these goals, Coca-Cola Embonor is actively developing
the following corporate strategies:

     o    Strengthening Coca-Cola Embonor's relationship with The Coca-Cola
          Company by:

     -    coordinating with respect to the international and local strategies
          that The Coca-Cola Company is engaged in to improve all aspects of
          Coca-Cola Embonor's operations; and

     -    cooperating with The Coca-Cola Company at corporate, country and local
          market levels to develop and achieve marketing and sales goals;

     o    Continuing to develop and improve Coca-Cola Embonor's franchises and
          increasing the per capita consumption of soft drinks, juices, other
          non-carbonated soft drinks, mineral water and table water by:

     -    Increasing the brand awareness of The Coca-Cola Company's brands in
          each franchise territory in which it operates;

     -    Taking a timely, proactive and responsive attitude towards the
          changing needs of consumers, optimizing the mix of brands and products
          to capitalize on distinct customer preferences;

     -    Improving point-of-sale presentation;

     -    Improving the level of service to its existing and potential clients;

     -    Using Coca-Cola Embonor's expertise in managing a returnable bottle
          system to take advantage of consumer preferences;


                                       18
<PAGE>

     -    Maximizing the benefits of "channel marketing" strategies developed in
          conjunction with The Coca-Cola Company; and

     -    Increasing the number and average size of transactions carried out by
          its existing and potential client and consumer base;

     o    Lowering its costs by:

     -    Improving the distribution network in each of its franchise
          territories;

     -    Updating its production systems to improve productivity and comply
          with or exceed the quality assurance norms established by The
          Coca-Cola Company; and

     o    Maintaining dedicated and committed teams to assure the complete
          alignment of bottling plants with the overall strategies and
          objectives of Coca-Cola Embonor.

     Chile

     Coca-Cola Embonor operates in Region I of Chile and, since the beginning of
1999, in the greater part of Regions V and VI and throughout Regions VII to X.
Coca-Cola Embonor's soft drink plants are located in Arica, Iquique, Vina del
Mar, Talca, Concepcion, Temuco and Puerto Montt.

     Coca-Cola Embonor is the sole producer and distributor of Coca-Cola soft
drinks in this region and is the largest bottler of soft drinks in its operating
area. It produces, markets and distributes, directly and through its
subsidiaries, the following Coca-Cola soft drinks:

                                    Coca-Cola

                                 Coca-Cola light

                                      Fanta

                                   Fanta Light

                                     Sprite

                                  Sprite Light

                                     Quatro

                                  Lift Manzana

                                       Tai

                                   Kapo Axion

                                Nordic Mist-Tonic

                             Nordic Mist-Ginger Ale

     These brands are produced, marketed and distributed under several bottler
agreements with The Coca-Cola Company. All of these bottler agreements grant
Coca-Cola Embonor the right, with some limited exceptions, to produce and sell
licensed Coca-Cola products and use related Coca-Cola trademarks in the Chilean
operating regions. See "Additional Information--Material Contracts--Coca-Cola
Embonor and Embol Bottling Bottler Agreements" (Item 10).

     Coca-Cola Embonor also distributes Vital mineral water produced by Vital
S.A. and distributes fruit juices and fruit flavored beverages under trademarks
owned by The Coca-Cola Company in all of its Chilean operating regions. The
Vital brand, as well as the spring source of the mineral water, is owned by The
Coca-Cola Company. The bottling plants are owned by Embotelladora Andina S.A.,
another Chilean bottling company, hereinafter referred to as "Andina."

     In addition to its Coca-Cola soft drinks business, in Region I Coca-Cola
Embonor also produces and distributes its own brand of mineral water, Mamina,
which is bottled at a plant located at the water source of Mamina, some 126
kilometers from Iquique.

     In Region I, Coca-Cola Embonor also distributes the Peruvian beers
Arequipena and Cuzquena. See "--Other Beverages--Juices and Mineral Water in
Chile."


                                       19
<PAGE>

     In addition to its bottling operation, Coca-Cola Embonor owns a 33.0%
interest in Envases Central S.A., a Chilean canning facility.

     As at December 31, 2003, in the Chilean operating regions Coca-Cola Embonor
had a total installed annual production capacity of 172 million unit cases of 24
eight-ounce servings and seven soft drink plants with fourteen bottling lines
and one mineral water plant with one bottling line. Its distribution network is
comprised of 30 distribution centers. It relies on third-party owned and
operated trucks to deliver its products to over 57,821 customers. See "--Soft
Drink Business" and "--Customers and Product Distribution."

     In the Chilean operating regions Coca-Cola Embonor's single most important
brand is Coca-Cola. It accounted for 64.4% and 61.2% of Coca-Cola Embonor's
total consolidated sales volume in 2002 and 2003, respectively. Fanta accounted
for 10.3% and 10.1% of the sales volume in 2002 and 2003. It is currently the
second largest brand in terms of annual unit case sales volume.

     Bolivia

     The Bolivian operating region, in which Embotelladoras Bolivianas Unidas
S.A. operates, consists of all of Bolivia except the provinces of Pando and
Beni. With the exception of these provinces, Embol Bottling is the exclusive
bottler and distributor of Coca-Cola products in Bolivia. The provinces of Pando
and Beni in which Embol Bottling does not operate represent less than 2.0% of
total Coca-Cola sales volume in Bolivia.

     Coca-Cola Embonor produces, markets and distributes the following Coca-Cola
soft drinks in its Bolivian operating region:

                                    Coca-Cola

                                 Coca-Cola light

                                      Fanta

                                     Sprite

                                      Simba

                                     Fresca

                                       Tai

     In Bolivia, Embol Bottling also produces and distributes its own brand of
carbonated beverages as well as table water. In addition, Embol Bottling
manufactures Ref-PET plastic bottles and OW PET bottles under a license from the
Swedish Company PLM, for use in Coca-Cola Embonor's Bolivian operations. See
"--Other Beverages--Other Soft Drinks and Table Water in Bolivia."

     In the Bolivian operating region Embol Bottling has 8 bottling lines with
installed annual capacity of 83 million unit cases. Coca-Cola Embonor's
distribution network generally relies on a combination of company-owned trucks
and trucks owned by independent distributors in each region where Coca-Cola
Embonor operates. Coca-Cola Embonor delivers its products to approximately
73,229 customers in the Bolivian operating region. See "--Soft Drink Business"
and "--Customers and Product Distribution."

     Coca-Cola Embonor produces, markets and distributes Coca-Cola, Coca-Cola
light, Sprite, Fanta, Simba, Fresca, Wink and Tai in Bolivia under a bottler
agreement with The Coca-Cola Company. All of these bottler agreements grant
Coca-Cola Embonor the right, with limited exceptions, to produce and sell the
licensed products and use the related trademarks in the Coca-Cola Embonor
Bottling operating region and the Bolivian operating region. See "Additional
Information--Material Contracts--Coca-Cola Embonor and Embol Bottling Bottler
Agreements" (Item 10). Embol Bottling's single most important brand is
Coca-Cola. It accounted for 55.0% and 52.4% of its total consolidated sales
volume in 2002 and 2003, respectively. Simba accounted for 19.0% and 21.9% of
the sales volume in 2002 and 2003, respectively. It is currently the second
largest brand in terms of annual unit case sales volume.


                                       20
<PAGE>

     Soft Drink Business

     Overview

     The soft drink businesses in each of Coca-Cola Embonor's operating regions
-- the Chilean and Bolivian operating regions, as well as the former Peruvian
operating region -- are characterized by different attributes. This has resulted
in varying levels of per capita soft drink consumption. Generally, soft drink
consumption in each region is positively related to that region's growth in GDP
per capita and increases in disposable income. It is negatively related to
increases in real prices and sales or value-added taxes. In addition, soft drink
consumption in a particular region is also influenced by characteristics
particular to that region. These characteristics include population density,
climatic conditions, customer demographics and water quality.

     The following table shows, for each of the periods indicated, the estimated
per capita consumption of Coca-Cola soft drinks for the Chilean operating
regions, the Bolivian operating region, and the former Peruvian operating
region, expressed as a percentage of overall per capita soft drink consumption.
Per capita consumption data for each bottling region is calculated by dividing
management's estimate of applicable aggregate consumption of Coca-Cola soft
drinks by the estimated population within the region. It is expressed on the
basis of the number of eight-ounce servings of Coca-Cola soft drinks consumed
annually per capita. Percentages reflect consumption of Coca-Cola soft drinks as
a percentage of total estimated per capita soft drink consumption. The total
soft drink consumption includes Coca-Cola soft drinks plus competing soft
drinks.

<TABLE>
<CAPTION>
                     Estimated Annual Per Capita Consumption of Coca-Cola Soft Drinks(1):

                                                          Year ended December 31,
                                                -----------------------------------------      Estimated
                                                2001     %    2002      %    2003      %     Population at
                                                ----    ---   ----     ---   ----     ---  December 31, 2003
                                                                                             (in millions)
<S>                                              <C>     <C>   <C>    <C>     <C>    <C>          <C>
     Chile operating regions (1)...............  222     61    215    57.1    241    58.4         7.8
     Bolivian operating region (2).............   81     52     81    50.1     87    52.6         8.0
     Peruvian  operating region (3)............   60     37     71    37.2     79    36.8        19.3
</TABLE>

----------
(1)  Data includes all areas of current Chilean operation under Coca-Cola
     Embonor management: Regions I, V, VI, VII, VIII, IX & X.

(2)  Data includes all areas of Bolivia under Coca-Cola Embonor management and
     control.

(3)  Data includes all areas of Peruvian operation formerly under Coca-Cola
     Embonor management.

Source: Chile: A.C. Nielsen.

     Bolivia: TRAC.

     Peru: Company estimates based on TRAC information. Includes Inca Kola
     brands under management of ELSA Bottling since first quarter of 2001, in
     Northern and Southern Divisions.

     The portion of the Chilean operating regions located in Region I has two
urban centers, Arica and Iquique. It is otherwise characterized by low
population density, large tourist influx, relatively high per capita income and
warm weather. The remaining portion of the Chilean operating regions, consisting
of Regions V to X are comprised of urban centers and rural areas. These regions
serve nearly 85% of Chile's total rural population and 34% of its total urban
population. The urban areas, including Vina del Mar, Talca, Concepcion, Temuco
and Puerto Montt, have relatively high population density. They also have high
per capita soft drink consumption. By contrast, the rural areas have low
population density and per capita income, as well as low per capita soft drink
consumption.

     In Bolivia, per capita income is lower than in Chile. In addition, the
Bolivian operating region is more diverse than the Chilean operating regions.
The La Paz, Cochabamba and Santa Cruz bottling territories have a higher
population density than the predominantly rural territories of Sucre, Oruro and
Tarija. The soft drink segment of the beverage market in the Bolivian operating
region is still developing. Distribution and access to customers in the rural
areas is difficult and relatively expensive. Bolivia is experiencing significant
population growth. A large percentage of its population is under 25 years of
age.


                                       21
<PAGE>

     The former Peruvian operating region is also different from the Chilean
operating regions. The metropolitan area of Lima is characterized by a high
population density. The rest of Peru, however, covers a large geographic area of
low population density and low per capita income. The entire Peruvian operating
region was characterized by very low per capita soft drink consumption.

     Sales

     In 2003, growth was 5.5% compared to 2002 (1.2% in 2002 compared to 2001).
Unit case sales volume of Coca-Cola Embonor's Coca-Cola soft drinks was 160.6
million unit cases in 2003, 148.9 million unit cases in 2002 and 148.0 million
unit cases in 2001. See "Operating and Financial Review and Prospects--Results
of Operations for the Years Ended December 31, 2001, 2002 and 2003" (Item 5).

     Chilean Operations. The majority of Coca-Cola Embonor's sales in the
Chilean operating regions is in the "take-home" segment. This segment consists
of sales through small retail stores, supermarkets, grocery stores and other
retail outlets. In addition, Coca-Cola Embonor currently sells products in the
"on premise" or "immediate consumption" segment. This segment consists of sales
through restaurants, bars, kiosks and various types of dispensing machines. It
also includes "point of sale" programs in hotels, public buildings, rail, bus
and air terminals, auditoriums, cinemas and theaters. Many of these customers
stock Coca-Cola Embonor's products exclusively. The vast majority of Coca-Cola
Embonor's sales are on a cash basis. See "Customers and Product Distribution."

     Coca-Cola Embonor estimates that its share of total soft drink sales in its
Chilean operating regions was 61.2% in 2001, 57.1% in 2002 and 58.4% in 2003.
The total population of the Chilean operating region is approximately 7.8
million. In Chile, Coca-Cola Embonor currently produces and distributes twelve
brands of Coca-Cola soft drinks in a variety of can, glass and plastic, in
returnable and non-returnable formats.

     The following table shows, for the periods indicated, Coca-Cola Embonor's
volume of Coca-Cola soft drinks sold in the Chilean operating regions:


                           Soft Drinks Sales by Volume
                            Chilean Operating Regions

<TABLE>
<CAPTION>
                                                     Year ended December 31,
                                                 --------------------------------
                                                 2001          2002          2003
                                                 ----          ----          ----
                                        (in million of unit cases of 24 eight-ounce bottles)
<S>                                             <C>           <C>           <C>
Coca-Cola ..................................    44,695        44,509        45,008
Fanta ......................................     8,107         7,117         7,439
Sprite .....................................     8,013         6,969         7,144
Sprite light ...............................       305           284           266
Coca-Cola light ............................     2,630         2,827         3,177
Fanta Light (1) ............................        49           148            98
Lift Manzana (2) ...........................       199             5            --
Quatro .....................................       491           408           224
Nordic Mist--Ginger Ale & Tonic ............       249           234           230
Tai (3) ....................................        95         1,387         4,238
Inca Kola (4) ..............................        12            --            --
Kapo Axion (5) .............................        --           113            32

    Total...................................    64,845 UC's   64,001 UC's   67,856 UC's
                                                ======        ======        ======
</TABLE>

----------
     (1)  Fanta Light was launched during 2001.
     (2)  Lift Manzana was discontinued in year 2002.
     (3)  Tai was launched towards the end of 2001.
     (4)  Inca Kola was launched in Region I during 2001 and discontinued in
          2002
     (5)  Kapo Axion was launched in August 2002


     In Chile, Coca-Cola soft drinks are distributed in returnable glass and
Ref-PET bottles of various sizes and in non-returnable (OW) PET bottles and
aluminum cans. For returnable formats, consumers generally initially pay
retailers a one-time deposit that represents a portion of the cost of a
returnable bottle. The one-time deposit is not refundable and the original
deposit is put towards the purchase of another soft drink without paying a new
deposit. Post-mix syrup, which is mixed with carbonated water


                                       22
<PAGE>

in a dispenser at the point of sale, is distributed in stainless steel and
bag-in-box containers. The most popular forms of soft drink presentations in the
Chilean operating regions are the 2.0-liter returnable Ref-PET presentation, the
3.0-liter non-returnable bottle and the 1.5-liter returnable Ref-PET format.
Together, they accounted for 57.5%, 58.0% and 52.1% of Coca-Cola Embonor's total
Chilean soft drink sales volume in 2001, 2002 and 2003, respectively. In total,
non-returnable presentations, including cans and post-mix containers,
represented 33.4%, 38.4% and 41.9% of total soft drink sales in the Chilean
operating regions in 2001, 2002 and 2003, respectively. Growth in sales of
non-returnable presentations reflect, in part, increased emphasis of
supermarkets and consumer preferences for the convenience of non-returnable
presentations.

     Single-serve presentations (those less than 0.5 liters), represented 17% of
total soft drink sales in the Chilean operating regions in 2003, compared to
15.3% in 2002. The trend in recent years has been towards growth in sales of
multi-serve presentations, but in year 2002 the introduction of the 8-ounce
glass refillable bottle has delayed this trend. This success is primarily
attributable to the convenience of its on-premise consumption as well as its
attractiveness to customers and lower price per bottle. Coca-Cola Embonor has
also introduced larger and non-returnable presentations, like the 3.0-liter
non-refillable plastic bottle, in response to consumer preferences.

     Coca-Cola soft drinks in aluminum cans were launched in Chile in 1991. They
accounted for 2.2% and 2.0% of Coca-Cola Embonor's sales of soft drinks by
volume in 2002 and 2003. The 2.0 liter Ref-PET bottle was introduced in 1995. It
accounted for 40.1% and 32.3% of Coca-Cola Embonor's sales in 2002 and 2003.The
following table shows, for the periods indicated, estimates of sales volume of
Coca-Cola soft drinks by type of packaging as a percentage of total sales by
volume:

                       Soft Drinks Sales by Packaging Type
                            Chilean Operating Regions

                                                     Year ended December 31,
                                                 -----------------------------
                                                  2001        2002        2003
                                                 -----       -----       -----
                                                   (expressed in percentages)

Returnables:
       Glass 192 cc...........................     0.0%        0.3%        0.5%
       Glass 237 cc...........................     0.0         0.9         3.9
       Glass 350 cc...........................     6.2         5.5         4.7
       Glass 1000 cc..........................     6.9         7.4         7.3
       Plastic (Ref Pet) 1.5 lt...............     9.4         7.5         7.2
       Plastic (Ref Pet) 2.0 lt...............    44.1        40.2        32.3
       Plastic (Ref Pet) 2.5 lt...............     0.0         0.0         2.2
       Subtotal...............................    66.6        61.8        58.1
Non-Returnables:
       Glass 8 oz.............................     0.8         0.4         0.2
       Glass 266 cc...........................     0.1         0.1         0.1
       Plastic 250 cc.........................     1.5         2.2         2.0
       Plastic 500 cc.........................     3.4         3.6         3.6
       Plastic 1.1 lt.........................     0.0         0.1         0.7
       Plastic 1.25 lt........................     0.0         0.1         0.1
       Plastic 1.5 lt.........................     8.5         9.0         8.8
       Plastic 1.75 lt........................     0.0         0.6         0.1
       Plastic 2.0 lt.........................     2.3         1.6         5.3
       Plastic 2.25 lt........................     0.1         0.3         0.1
       Plastic 2.5 lt.........................     6.4         4.3         3.4
       Plastic 3.0 lt.........................     4.0        10.5        12.5
Aluminum cans-354 cc and 250 cc. (1) .........     2.8         2.2         2.0
       Subtotal...............................    29.9        35.0        38.9
       Post-Mix...............................     3.5         3.2         3.0
                                                 -----       -----       -----
              Total...........................   100.0%      100.0%      100.0%
                                                 =====       =====       =====

     (1) 250 cc can was launched during 2003.


                                       23
<PAGE>

     Bolivian Operations. The Bolivian operating region consists of the regions
of La Paz, Cochabamba, Santa Cruz, Oruro, Sucre and Tarija. Embol Bottling is
the largest soft drink bottler in Bolivia with sales of 31.47 million unit cases
during 2003, which is a 10% increase in sales volume as compared to 2002.
Coca-Cola Embonor estimates that its share of total soft drink sales in the
Bolivian operating region was 52.0% in 2001, 50.1% in 2002 and 52.6% in 2003.

     The total population of the Bolivian operating region is approximately 8.0
million. In Bolivia, Coca-Cola Embonor produces and distributes seven brands of
Coca-Cola soft drinks in a variety of glass, plastic, returnable and
non-returnable packaging.

     Management estimates that in 2003, 2002, and 2001, the majority of the
total unit case sales for Coca-Cola Embonor in Bolivia was in the "take-home"
segment. Additional sales in the Bolivian operating region were in the "on
premise" or "immediate consumption" segment. Coca-Cola Embonor bolstered the
immediate consumption segment by the introduction of the "supermini"
presentation in 1995. "Supermini" is a 190 cc returnable glass bottle which
sells for the price of one boliviano. Management believes that there are
opportunities in the on-premises consumption market and has developed activities
to increase sales of single serve formats. See "--Customers and Product
Distribution."

     The following table shows, for the periods indicated, Coca-Cola Embonor's
volume of Coca-Cola soft drinks sold in the Bolivian operating region:

                      Coca-Cola Soft Drinks Sales by Volume
                            Bolivian Operating Region

                                        Year ended December 31,
                                        -----------------------
                                  2001            2002           2003
                                  ----            ----           ----
                           (in million of unit cases of 24 eight-ounces bottles)

Coca-Cola...................     16,513 UCs      15,714 UCs     16,495 UCs
Coca-Cola light.............        232             355            425
Fanta.......................      2,347           1,926          1,786
Sprite......................      2,054           1,682          1,615
Simba.......................      4,803           5,425          6,895
Tai.........................         --             670          1,310
Wink........................         --              --             35
Fresca......................        547             493            324
                                 ------          ------         ------
    Total...................     26,496 UCs      26,265 UCs     28,885 UCs
                                 ======          ======         ======


     In Bolivia, Coca-Cola soft drinks are distributed in returnable and
non-returnable glass and plastic bottles of various sizes. Embol Bottling also
produces and distributes Coca-Cola soft drinks as post-mix syrup. In 2002, the
most popular soft drink presentation in Bolivia was the 2.0-liter non-returnable
presentation, which accounted for 31.6% of total soft drink sales volume in
2001, 34.2% in 2002 and 43.8% in 2003. In 2003, over 52.0% of Embol Bottling's
sales by volume of unit cases of 24 eight-ounce servings were in non-returnable
formats. For returnable formats, consumers generally initially pay retailers a
one-time deposit that represents a portion of the cost of a returnable bottle.
The one-time deposit is not refundable and the returnable format is used towards
the purchase of another soft drink without paying a new deposit.


                                       24
<PAGE>

     The following table shows, for the years indicated, estimates of sales
volume of Coca-Cola soft drinks by type of packaging as a percentage of total
sales by volume:

                  Coca-Cola Soft Drinks Sales by Packaging Type
                            Bolivian Operating Region

                                                   Year ended December 31,
                                                   -----------------------
                                              2001          2002         2003
                                              ----          ----         ----
                                                 (expressed in percentages)
Returnables:
       Glass 190 cc.....................       8.8%          7.7%         6.7%
       Glass 296 cc.....................       0.1           0.0          0.0
       Glass 300 cc.....................       0.1           0.1          0.1
       Glass 350 cc.....................       1.4           1.2          1.0
       Glass 600 cc.....................       8.7           9.3          7.6
       Glass 620 cc.....................       0.0           0.8          2.0
       Glass 750 cc.....................       7.4           5.5          3.1
       Glass 1.0 lt.....................       4.6           4.7          3.7
       Glass 1.25 lt....................       0.0           0.8          1.3
       Glass 1.5 lt.....................       0.5           2.6          3.5
       Plastic (Ref Pet) 1.5 lt.........       1.8           0.7          0.2
       Plastic (Ref Pet) 2.0 lt.........      27.9          24.6         18.6
                                             -----         -----        -----
              Subtotal..................      61.3%         58.0%        47.8%
Non-Returnables:
       Plastic 500 cc...................       3.4           3.2          4.2
       Plastic 1.5 lt...................       1.9           1.9          1.7
       Plastic 1.75 lt..................       0.0           0.1          0.1
       Plastic 2.0 lt...................      31.6          34.1         43.8
       Plastic 2.5 lt...................       0.0           1.3          1.5
       Subtotal.........................      36.9          40.7         51.3
       Post-Mix.........................       1.8           1.4          0.9
                                             -----         -----        -----
              Total.....................     100.0%        100.0%       100.0%
                                             =====         =====        =====


     Peruvian Operations. ELSA Bottling estimates that its share of total soft
drink sales in Peru was 33% in 2001, 32.3% in 2002 and 31.6% in 2003. Including
the Inca Kola brands produced and distributed in the Northern and Southern
Divisions, Coca-Cola Embonor estimates that its consolidated share of total soft
drinks sales would be 36.8% for the year ended December 31, 2003. The population
served by Coca-Cola Embonor in Peru was approximately 19.3 million. ELSA
Bottling produced and distributed ten Coca-Cola brand soft drinks in a variety
of glass and plastic, returnable and non-returnable formats.

     Management estimates that in 2001, 2002 and 2003, the majority of the total
unit case sales in Peru was in the "take-home" segment. Additional sales in Peru
were in the "on premise" or "immediate consumption" segment. During 2003, the
total single serve formats accounted for 35.7% compared with 29.0% in 2002. This
was due to the introduction of the non-refillable 3.0-bottle as a means of
improving convenience and lower price per liter. See "--Customers and Product
Distribution."


                                       25
<PAGE>

       The following table shows, for the periods indicated, ELSA Bottling's
volume of Coca-Cola soft drinks sold in the Peruvian operating region:

                      Coca-Cola Soft Drinks Sales by Volume
                            Peruvian Operating Region

                                         Year ended December 31,
                                         -----------------------
                                    2001          2002          2003
                                   ------        ------        ------
                                 (in millions of unit cases of 24 eight-
                                              ounce bottles)

Coca-Cola......................    37.717UCs     37.615UCs     38.780UCs
Coca-Cola light................     0.894         0.978         0.984
Fanta..........................     9.037        10.451         7.535
Sprite.........................     5.485         4.726         5.041
Simba..........................     0.246         0.232         0.095
Schweppes (1)..................     0.009         0.216         0.221
Tai............................     0.000         0.082         0.624
Inca Kola (2)..................     3.297         4.350         6.210
                                   ------        ------        ------
       Total...................    56.685UCs     58.650UCs     59.490UCs
                                   ======        ======        ======

----------
(1)  Schweppes was launched into the Peruvian market at the end of year 2001.
(2)  Inca Kola brands were incorporated into the ELSA Bottling Coca-Cola brand
     portfolio during the first quarter of 2001 and includes Inca Kola, Inca
     Kola Diet, Bimbo Break, Sabores Bimbo and Frugos, a juice drink. Because
     its volume is very minor, for the purpose of this report, Frugos has been
     consolidated within the Inca Kola portfolio.

     In 2003, the most popular form of soft drink presentation in the Peruvian
operating region was the 3.0-liter plastic non-returnable presentation, which
accounted for 17.5% of total soft drink sales volume. Over 31.0% of ELSA
Bottling's sales by volume of unit cases of 24 eight-ounce servings were in
non-returnable formats in 2001, 40.5% in 2002 and 43.2% in 2003. For returnable
formats, consumers generally initially pay retailers a one-time deposit that
represents a portion of the cost of a returnable bottle. The one-time deposit is
not refundable and the returnable format is used towards the purchase of another
soft drink without paying a new deposit.

     One of ELSA Bottling's priorities was to rebuild the strength of the
returnable system. To this end, the returnable two liter Ref-PET package was
successfully introduced in Lima in the final quarter of 1997. This package
offered consumers a cost-effective family format. It also provided ELSA Bottling
a distinct competitive advantage over its competitors. There was also a
broadening of the package portfolio, in Coca-Cola Embonor's bottling territory
where during 2003, the 3.0-liter non-refillable was successfully introduced.


                                       26
<PAGE>

     The following table shows, for the years indicated, estimates of sales
volume of Coca-Cola soft drinks by type of packaging as a percentage of total
sales by volume:

                       Soft Drinks Sales by Packaging Type
                            Peruvian Operating Region

                                                  Year ended December 31,
                                                  -----------------------
                                               2001         2002        2003
                                              -----        -----       -----
                                                (expressed in percentages)
Returnables:
    Glass 6.5 oz.........................       3.1%         0.2%        0.1%
    Glass 8.0 oz.........................      10.4         11.3         9.6
    Glass 296 cc.........................      10.2          8.0        12.3
    Glass 500 cc.........................       5.7          3.8         2.3
    Glass 625 cc.........................       0.0          0.0         1.7
    Glass 1000 cc........................      18.1         19.3        15.7
    Glass 1.5 lt.........................       0.0          0.0         2.6
    Plastic (Ref Pet) 1.5 lt.............       0.5          0.0         0.0
    Plastic (Ref Pet) 2.0 lt.............      19.5         15.6        10.2
    Plastic (Ref Pet) 2.5 lt.............       0.0          0.0         1.3
                                              -----        -----       -----
          Subtotal.......................      67.5%        58.2%       55.8%
Non-Returnables:
    Plastic 0.5 lt.......................       6.3          5.5         4.7
    Plastic 0.6 lt.......................       0.0          1.8         4.3
    Plastic 1.0 lt.......................       0.0          0.1         0.0
    Plastic 1.5 lt.......................       8.3          7.5         5.8
    Plastic 2.0 lt.......................       7.6          6.6         4.7
    Plastic 2.25 lt......................       8.7          5.8         6.2
    Plastic 3.0 lt.......................       0.1         13.1        17.5
    Aluminum cans-354 cc.................       0.0          0.0         0.0
                                              -----        -----       -----
          Subtotal.......................      31.0         40.4        43.2
    Post-Mix.............................       1.5          1.4         1.0
                                              -----        -----       -----
          Total..........................     100.0%       100.0%      100.0%
                                              =====        =====       =====


Marketing

     Coca-Cola Embonor, together with The Coca-Cola Company, has developed a
sophisticated marketing strategy to promote the sale and consumption of its
products. Coca-Cola Embonor tailors its marketing strategies to the types of
customers located in each of its regions. It continues to develop projects
involving "channel marketing" to comprehensively analyze and meet the specific
needs of the various market segments it serves. In recent years The Coca-Cola
Company has contributed a portion of the advertising and promotion expenses
incurred by Coca-Cola Embonor. Most media advertising and promotions for
Coca-Cola soft drinks are proposed by The Coca-Cola Company and executed in the
local marketplace by Coca-Cola Embonor.

     Chilean Operations. Coca-Cola Embonor relies extensively on advertising,
consumer sales promotions and non-price retailer incentive programs. Coca-Cola
Embonor designs these programs to target the particular preferences of the
Chilean soft drink consumer. Incentive programs include providing retailers with
refrigerators and coolers for the display and cooling of soft drink products.
These refrigerators and coolers are generally provided through lease at little
or no charge. Coca-Cola Embonor's incentive programs also include providing free
point-of-sale display materials and complimentary soft drink products. Sales
promotions include sponsorship of community activities, sporting, cultural and
social events. They also include consumer sales promotions, such as contests,
sweepstakes and give-aways. National advertising campaigns are designed and
proposed by The Coca-Cola Company, with input by Coca-Cola Embonor at the local
or regional level. Coca-Cola Embonor's primary marketing campaign in 2002
included promotions, advertising and local marketing activities aimed at
customers and consumers.

     Bolivian Operations. In Bolivia, Embol Bottling also relies extensively on
advertising, consumer sales promotions and non-price retailer incentive
programs. It designs these programs to target the particular preferences of the
Bolivian soft drink consumer. Embol Bottling advertises in all major
communications media and participates in various special events such as fairs,
concerts and sporting events. Embol Bottling has also focused attention on
increasing brand recognition by consumers and


                                       27
<PAGE>

improving its relationships with its customers. As in Chile, The Coca-Cola
Company proposes national advertising campaigns, with input by Embol Bottling at
the local or regional level. Embol Bottling's primary marketing campaign in 2003
included promotions, advertising and local marketing activities aimed at
customers and consumers.

     Peruvian Operations. In Peru, ELSA Bottling also relied extensively on
advertising, consumer sales promotions and non-price retailer incentive
programs. ELSA Bottling designed these programs to target the particular
preferences of the Peruvian soft drink consumer. In addition, ELSA Bottling
advertised in all major communications media and generally participated in
various special events such as fairs, concerts and sporting events. ELSA
Bottling also focused attention on increasing brand recognition by consumers and
improving relationships with its customers. The Coca-Cola Company proposed
national advertising campaigns in Peru, with input by ELSA Bottling at the local
or regional level. ELSA Bottling's primary marketing campaign in 2003 included
promotions, advertising and local marketing activities aimed at customers and
consumers.

     Channel Marketing. In order to improve its marketing strategies in all of
its operating regions, Coca-Cola Embonor has undertaken an ongoing channel
activity designed to provide a more dynamic and specialized marketing of its
products. Channel marketing entails a comprehensive and detailed analysis of the
purchasing patterns and preferences of various groups of soft drink consumers in
each of various locations, or "channels," where they might potentially purchase
Coca-Cola products. In response to this analysis, Coca-Cola Embonor tailors its
product, price, packaging and distribution strategies to best meet the
particular needs and access the full potential of each channel. For example, for
sales in large supermarkets where customers are more likely to be shopping for
value, Coca-Cola Embonor would seek to emphasize larger "take home"
presentations or multipackaging of smaller size formats. These presentations
offer a lower price per ounce and meet the needs of the family shopper. In
contrast, in smaller retail operations consumers seek convenience. Therefore, a
higher percentage of buyers look for higher value, and, consequently, for
refillable multi-serve packages. These types of retailers are also important
sources of impulse consumption patterns. Therefore, Coca-Cola Embonor would try
to stimulate not only purchasing through prominent and attractive refrigerated
displays of its multi-serve variety, but also of its personal single-serve
one-way presentations for immediate consumption. The analysis required to
implement channel marketing takes into account the following factors:

o    the demographics of the various groups of consumers,

o    the types of locations where they might be purchasing or consuming soft
     drinks,

o    the price levels their particular consumption patterns will support,

o    regional and personal differences in desired product mix and availability,

o    unmet niche markets, and

o    the ideal sales and distribution methods to meet consumer demands in each
     channel.

     The implementation of the channel marketing strategy also enables Coca-Cola
Embonor to respond to competitive initiatives with channel-specific responses
and reduce the effects of competitive pressure on specific channels.

Customers and Product Distribution

     Chilean Operations. The following table shows, for the periods indicated,
Coca-Cola Embonor's sales of Coca-Cola soft drinks in Chile by type of customer.
The sales are measured as a percentage of total sales volume:


                                       28
<PAGE>


                            Sales by Type of Customer

<TABLE>
<CAPTION>
                                                                    Year ended December 31,
                                                                    -----------------------
                                                                 2001        2002          2003
                                                                -----       -----         -----
                                                                   (expressed in percentages)
<S>                                                             <C>         <C>           <C>
Small and Medium-Sized Retail Establishments for Takeout.....    49.2%       51.3%         50.3%
Restaurants and Fast Food Outlets............................     5.8         7.6           4.6
Workplace....................................................     1.5         1.7           1.7
Minimarkets and Service Stations.............................     3.6         4.1           4.0
Supermarkets.................................................    20.5        19.4          23.3
Educational Establishments...................................     0.6         0.5           0.5
Others.......................................................    18.8        15.4          15.6
                                                                -----       -----         -----
       Total.................................................   100.0%      100.0%        100.0%
                                                                =====       =====         =====
</TABLE>

     Coca-Cola Embonor's ten largest customers together accounted for
approximately 13% in 2001, 13.6% in 2002 and 13.1% in 2003 of total sales. The
sale of soft drinks to consumers occurs through a variety of channels. Coca-Cola
Embonor's largest customers, based on total sales, are in the small and
medium-sized retail establishments and supermarkets categories. Therefore,
Coca-Cola Embonor does not believe that its Chilean operations are overly
dependent on any one customer or group of customers for its sales revenue.

     Coca-Cola Embonor's Chilean sales force visits customers on average twice a
week. For larger customers, visits are made on average three times per week. For
sales to major supermarkets, Coca-Cola Embonor employs on-site supervisors who
handle Coca-Cola Embonor's products and monitor Coca-Cola Embonor's displays.
These supervisors also track the pricing, display and marketing strategies of
Coca-Cola Embonor's competitors. Key accounts such as supermarkets and major
fast food establishments additionally are supported by key account executives.
These executives work together with the customer to develop sales and strengthen
mutual relationships.

     Coca-Cola Embonor's distribution system for its soft drink products
consists of a group of exclusive third-party transporters. They collectively
deploy approximately 297 trucks, depending on seasonal demand. These
transporters collectively service all of Coca-Cola Embonor's approximately
57,821 customers located in the cities serviced by Coca-Cola Embonor. In most
cases, the distributor collects payment from the customer in cash or by check
upon delivery of the product. Where applicable, the driver also either picks up
empty returnable glass or plastic bottles of the same type and quantity as the
bottles being delivered. The driver may also collect cash deposits for the net
returnable bottles delivered. Some of the customers, including supermarkets and
fast food chains, maintain accounts with Coca-Cola Embonor. These accounts are
settled on average in 30 days.

     To maximize efficiency, Coca-Cola Embonor produces certain of its soft
drink products at only one of its seven plants for shipment to another.
Independent third parties also handle this "internal freight" between the
franchise regions.

     As of December 31, 2003, the Chilean operations consisted of a total of
eight bottling plants and one blow molding facility. Coca-Cola Embonor has
installed annual capacity of 172 million unit cases.

     Bolivian Operations. In Bolivia, Embol Bottling sells soft drink products
through its distribution network to approximately 79,229 customers. These
customers are served through a network of 238 distribution trucks, most of them
owned exclusively by third-party transporters and contract transporters.

     The following table shows, for the periods indicated, Embol Bottling's
sales of Coca-Cola soft drinks in Bolivia by type of customer. The sales are
measured as a percentage of total sales volume:


                                       29
<PAGE>

                            Sales by Type of Customer

<TABLE>
<CAPTION>
                                                                     Year ended December 31,
                                                                     -----------------------
                                                                  2001          2002        2003
                                                                 -----         -----       -----
                                                                    (expressed in percentages)
<S>                                                              <C>           <C>         <C>
Small and medium-sized retail establishments for takeout.......     50%           46%         47%
Restaurants and fast food outlets..............................     23            22          20
Supermarkets...................................................      3             3           4
Wholesale distributors.........................................     18            17          17
Workplace......................................................      2             2           1
Educational establishments.....................................      2             1           2
Others.........................................................      2             9           9
                                                                 -----         -----       -----
       Total...................................................  100.0%        100.0%      100.0%
                                                                 =====         =====       =====
</TABLE>

     Some of the customers, including supermarkets and fast food chains,
maintain accounts with Embol Bottling. These accounts are settled on average in
25 days.

     Embol Bottling estimates that its ten largest customers in Bolivia
collectively account for approximately 4.2%, 3.9% and 3.1% in 2003 of total
sales in 2001, 2002 and 2003, respectively. Soft drinks reach the consumer
market through a variety of channels, and the retail market in Bolivia remains
fragmented. Therefore, Coca-Cola Embonor does not believe that it is highly
dependent on any one customer or group of customers for its sales volume.

     At December 31, 2003, the Bolivian operations of Embol Bottling consisted
of a total of 4 bottling plants and three blow molding facilities. Coca-Cola
Embonor has installed annual capacity of 87 million unit cases.

     Peruvian Operations. In the Peruvian Region, ELSA Bottling sold soft drink
products through its distribution network to approximately 87,342 customers. As
a result, 50.0% of customers were served indirectly through a network of small,
medium and large-sized distribution centers. These customers were previously
served directly by ELSA Bottling. These distribution centers were direct
clients. They not only served as customers, but also handled distribution for
the smaller, formerly direct customers of ELSA Bottling in each local area. The
system simplified internal administration for ELSA Bottling and brought
management closer to its direct customers. It also continued to offer the
flexibility to serve even the smallest customer and ensure pervasive
availability of the product. As a result, there was a decrease in necessary
administrative infrastructure at ELSA Bottling. The system of mini-distribution
centers was successfully adopted in Lima in 1997. ELSA Bottling deployed this
system throughout the Peruvian operating region where appropriate. Since the
introduction of the distribution center system, the Peruvian operation of ELSA
Bottling reduced the number of customers directly served and, at the same time,
eliminated the wholesalers category together with reductions in price discounts.
This reduction resulted in increased efficiency and lower costs.

     The following table shows, for the periods indicated, ELSA Bottling's sales
of Coca-Cola soft drinks in the Peruvian Operation by type of customer. The
sales are measured as a percentage of total sales volume:

                            Sales by Type of Customer

<TABLE>
<CAPTION>
                                                                     Year ended December 31,
                                                                     -----------------------
                                                                  2001          2002        2003
                                                                 -----         -----       -----
                                                                    (expressed in percentages)
<S>                                                              <C>           <C>         <C>
Small and Medium-Sized Retail Establishments for Takeout.......   21.7%         23.4%       21.0%
Exclusive Distributors.........................................   30.8          33.9        34.0
Mini Distributors..............................................   14.8          15.9        14.6
Supermarkets...................................................    4.8           4.8         4.6
Restaurants and Fast Food Outlets..............................    6.8           6.0         5.5
Educational Establishments.....................................    0.7           0.6         0.6
Others.........................................................   20.4          15.4        19.7
                                                                 -----         -----       -----
       Total...................................................  100.0%        100.0%      100.0%
                                                                 =====         =====       =====
</TABLE>

     The direct distribution system of ELSA Bottling consisted of 468
distribution trucks in service. These operated based on a combination of
company-owned and third party trucks operated by ELSA Bottling employees and
third party drivers.


                                       30
<PAGE>

     Soft drinks reached the consumer market through a variety of channels and
the retail market in Peru remains fragmented. Some customers, including
supermarkets and fast food chains, maintained accounts with ELSA Bottling, which
were settled on average in 11 days. Therefore, ELSA Bottling does not believe
that it was highly dependent on any one customer or group of customers for its
sales volume.

     At December 31, 2003, the Peruvian operations consisted of a total of seven
bottling plants and three blow molding facilities. Coca-Cola Embonor had
installed annual capacity of 154 million unit cases.

     We believe that the sale of the Peruvian subsidiary will have no impact on
sales in our Chilean and Bolivian operations.

Competition

     The soft drink segment of the Chilean, Bolivian and Peruvian beverage
industries is highly competitive. Packaging and consumer sales promotions have
become the primary means of competition among soft drink bottlers. Traditional
means of competition include service and non-price retailer incentives. The
introduction of new presentations has been a major competitive technique in the
soft drink industry during recent years. An example of this technique is the
introduction by Coca-Cola Embonor of the "supermini" presentation in Bolivia and
the refillable glass 8-ounce bottle in Peru. See "--Soft Drinks
Business--Sales--Bolivian Operations" (Item 4). Coca-Cola Embonor's carbonated
soft drink beverages also compete with a wide variety of other beverages.
Coca-Cola Embonor's principal competitors are local bottlers of PepsiCo brands,
other bottlers and distributors of national and regional brands, and in the
Chilean operating regions several supermarkets with their own private soft drink
brands. Coca-Cola Embonor's strategy includes the following:

o    continuing to provide innovative service through installation of cooler
     equipment and "channel marketing,"

o    strengthening its relationships with customers, suppliers and employees,

o    managing price spreads, and

o    using value-added sales promotions.

     Chilean Operations. The soft drink segment of the Chilean beverage industry
is highly competitive. The most important areas of competition in Chile are:

o    product image,

o    pricing,

o    advertising,

o    merchandising,

o    ability to deliver products in popular size bottles and materials,

o    ensuring availability,

o    distribution capacity, and

o    the ability to handle the amount of returnable bottles in the hands of
     retailers and consumers.

     Returnable bottles, once purchased by the consumer, can be exchanged at the
time of new purchases instead of paying a bottle deposit. This decreases the
cost of subsequent purchases when the consumer is effectively acquiring only the
contents and not the package. This value advantage is an important competitive
factor. The number of returnable bottles in circulation, therefore, influences
consumer behavior.

     In 1994, two of Coca-Cola Embonor's competitors formed a joint venture. The
first company was Buenos Aires Embotelladora S.A., translated as Buenos Aires
Bottling Company and referred to throughout as "Baesa." The other company was
the principal brewer of Chile, Compania Cervecerias Unidas S.A., translated as
the United Beer Company and referred to


                                       31
<PAGE>

throughout as "CCU." The new joint venture was named Embotelladoras Chilenas
Unidas S.A., translated as the United Chilean Bottling Companies and referred to
throughout as "ECUSA." It combined the soft drink and mineral water operations
of Baesa's subsidiary in Chile, Embochile S.A, PepsiCo's Chilean licensee, and
Embotelladora Modelo Ltda., CCU's Chilean subsidiary. This joint venture was
intended to strengthen the competitive position of the companies' soft drinks
vis-a-vis the Chilean Coca-Cola distribution system. ECUSA's products are Pepsi,
Pepsi Light, Pepsi Max, Orange Crush, Orange Crush Light, Seven-Up and Seven-Up
Light. It also produces products under the Canada Dry label, including Limon
Soda, Ginger Ale, Tonic and Squirt. ECUSA also has within its soft drinks
portfolio the local Chilean soft drinks brands, Bilz, Pap, Kem Pina and Kem
Extreme.

     Currently, ECUSA has three manufacturing facilities in Chile and only one
bottling facility in Coca-Cola Embonor's Chilean operating region, in Region
VIII, which includes the city of Concepcion. Because nearly 58.1% of Coca-Cola
Embonor's sales volume is sold through refillable packages, Coca-Cola Embonor's
more ready access to manufacturing facilities affords a competitive advantage to
Coca-Cola Embonor, both from a logistics and efficiency perspective. Coca-Cola
Embonor also has an advantage from a fiscal perspective due to the location of
two plants in free trade zones.

     The following chart compares the share of total soft drink sales of
Coca-Cola Embonor and its principal competitors by flavor in the Chilean
operating region. Coca-Cola products are shown in the chart in bold type:

     Share of Soft Drink Sales by Flavor in the Chilean Operating Region

<TABLE>
<CAPTION>
                                                                       Year-to-Date December 31,
                                                                       -------------------------
                                                                   2001           2002          2003
                                                                  -----          -----         -----
                                                                      (expressed in percentages)
<S>                                                               <C>            <C>           <C>
All Soft Drinks:
Coca-Cola Soft Drinks......................................        61.2%          57.1%         58.4%
       CCU Products........................................        17.0           15.5          15.2
       PepsiCo Products....................................         6.1            5.6           5.0
       Other...............................................        15.7           21.8          21.4
                                                                  -----          -----         -----
              Total........................................       100.0%         100.0%        100.0%
                                                                  =====          =====         =====
Colas:
       Coca-Cola...........................................        42.3%          40.1%         39.4%
       Pepsi Cola..........................................         4.8            4.1           3.6
Orange Soft Drinks:
       Fanta...............................................         7.3%           5.9%          5.9%
       Orange Crush(1).....................................         2.2            2.0           2.0
Lemon-Lime Soft Drinks:
       Sprite..............................................         7.0%           5.6%          5.3%
       Seven-Up............................................         0.7            0.8           0.7
       Limon Soda Canada Dry (1)...........................         1.0            1.2           1.7
Artificial Fruit Flavors:
       Quatro..............................................         0.6%           0.3%          0.2%
       Lift Manzana........................................         0.2            0.0           0.0
       Bilz................................................         4.5            3.8           3.4
       Pap.................................................         3.0            2.6           2.3
       Kem Pina............................................         3.7            3.4           2.1
Mixers:
       Nordic Mist--G. Ale.................................         0.2%           0.1%          0.1%
       Nordic Mist--Tonic..................................         0.1            0.1           0.1
       Canada Dry Ginger Ale (1)...........................         1.6            1.4           1.4
       Canada Dry Tonic (1)................................         0.2            0.2           0.2
Low Calorie Soft Drinks:
       Coca-Cola light.....................................         2.9%           2.8%          3.0%
       diet Orange Crush/Orange Crush Light (1)............         0.3            0.0           0.0
       diet Pepsi Cola/Pepsi Light.........................         0.5            0.5           0.4
       Sprite Light........................................         0.4            0.3           0.3
       diet Seven-Up/Seven-Up Light........................         0.1            0.0           0.1
</TABLE>

----------

        (1) Cadbury Schweppes soft drinks brands.

Source: A.C. Nielsen.


                                       32
<PAGE>


     Bolivian Operations. The soft drink segment of the Bolivian beverage
industry has five principal bottlers: Embol Bottling, C.B.B. (PepsiCo brands and
CBB's own brands), Unidas, La Cascada, Bebidas S.A., Refrescos Internacionales
and Salvietti. Smaller bottlers generally compete with local brands on price,
sales promotions and through the use of non-returnable presentations. Smaller
bottlers compete primarily in the artificial fruit market segment, known as
rainbow products. The diet beverage and mixer segments are practically
non-existent in Bolivia. The major areas of competition are:

     o    product image,

     o    pricing,

     o    advertising, and

     o    distribution capacity of the principal market participants.

     The following chart compares the share of total soft drink sales of
Coca-Cola Embonor and its principal competitors by flavor in the Bolivian
operating region. Coca-Cola products and Embol Bottling's own brand products are
shown in bold type:

        Share of Soft Drink Sales by Flavor in Bolivian Operating Region

<TABLE>
<CAPTION>
                                                                     Year-to-Date December 31,
                                                                     -------------------------
                                                                  2001         2002          2003
                                                                 -----        -----         -----
                                                                    (expressed in percentages)
<S>                                                              <C>          <C>           <C>
All Soft Drinks:
Coca-Cola Soft Drinks......................................       50.1%        47.6%         50.1%
       PepsiCo Products....................................       14.3         16.1          17.9
       Other...............................................       35.6         36.3          32.0
                                                                 -----        -----         -----
              Total........................................      100.0%       100.0%        100.0%
                                                                 =====        =====         =====
Colas:
       Coca-Cola...........................................       28.6%        26.8%         27.0%
       Pepsi...............................................        9.8         12.3          14.4
       Mendocina...........................................        1.5          1.4           1.4
       Coka Quina..........................................        3.2          2.1           1.6
Artificial Fruit Flavor:
       Simba...............................................       10.0%        10.4%         12.8%
       Fresca..............................................        0.9          1.1           0.6
       Mineragua (1) ......................................        1.8          2.3           2.4
       Salvietti...........................................        2.4          2.6           2.3
       Mendocina...........................................        2.8          2.4           3.1
       POP.................................................        4.1          4.5           2.2
       Cascada.............................................        0.7          0.8           1.0
Lemon-Lime Soft Drinks:
       Sprite..............................................        4.7%         4.1%          3.4%
       Seven-Up............................................        2.0          2.2           2.4
Orange Soft Drinks:
       Fanta...............................................        5.6%         4.9%          4.1%
       Mendocina...........................................        1.2          1.1           1.4
Low Calorie Soft Drinks:
       Coca-Cola light (2).................................        0.2%         0.4%          0.4%
</TABLE>

(1)  Company owned brand.

(2)  Coca-Cola light replaced Diet Coca-Cola during year 2000.

Source: TRAC.


                                       33
<PAGE>

     Peruvian Operations. The soft drink market of the Peruvian beverage
industry is highly competitive. ELSA Bottling's beverages competed not only with
other carbonated soft drink products, but also with a wide variety of other
types of beverages. The major areas of competition were:

     o    product image,

     o    pricing,

     o    advertising, and

     o    distribution capacity.

     ELSA Bottling's main competitor was Rivera. It produces Pepsi Cola, other
PepsiCo brands and their own line of local proprietary brands. In February 2000,
The Coca-Cola Company formed a strategic partnership with Corporacion Inca Kola.
As a result of this transaction, the Coca-Cola Company acquired the rights to
the Inca Kola brands and related trademarks outside of Peru. Through its
second-tier subsidiary, The Coca-Cola Company also purchased 20.0% of Lindley,
the largest bottler in the Inca Kola system.

     For 2001, 2002 and 2003 ELSA Bottling's share of sales of Coca-Cola soft
drinks were 30.2% , 29.0% and 29.1% respectively. The estimated market share of
Coca-Cola was 20.4% for year 2003. The remainder was divided among Fanta,
Sprite, Coca-Cola ligh Tai and Schweppes. ELSA Bottling's principal competitor,
Corporacion J.R.L. (Inca Kola) had an estimated share of total soft drink sales
of 26.9%. The remaining share was divided among diverse competitor products.
They included PepsiCo brands and local brands as well as ELSA Bottling's own
brand Kola Inglesa.

     The following chart compares the share of total soft drinks sales of
Coca-Cola Embonor and its principal competitors by flavor in the former Peruvian
operating region. Coca-Cola products and ELSA Bottling's own brand products are
shown in bold type:


                                       34
<PAGE>

      Share of Soft Drink Sales by Flavor in the Peruvian Operating Region

                                         Year-to-Date December 31,
                                         -------------------------

                                          2001      2002      2003
                                         -----     -----     -----
All Soft Drinks:
Coca-Cola Soft Drinks ...............     30.2%     29.0%     29.1%
       Corporacion J.R.L. (Inca Kola)     23.6      25.5      26.9
       Ananos .......................     13.2      14.7      15.9
       PepsiCo Products .............     10.8       8.5       8.7
       Other ........................     22.2      22.3      19.4
                                         -----     -----     -----
              Total .................    100.0%    100.0%    100.0%
                                         =====     =====     =====
Colas:
       Coca-Cola ....................     20.8%     20.4%     20.4%
       Pepsi ........................      7.3       5.9       6.2
Artificial Fruit Flavor:
       Inca Kola ....................     22.7%     22.5%     22.0%
       Kola Real ....................     10.1      10.3      11.7
       Concordia ....................      3.5       3.7       4.4
       Triple Kola ..................      6.8       5.5       4.4
       Kola Inglesa (1) .............      1.8       2.3       2.5
       Nectarin & Nusta (2) .........      1.0       1.0       1.4
Lemon-Lime Soft Drinks:
       Sprite .......................      3.9%      3.1%      2.7%
       Seven-Up .....................      2.9       1.8       1.3
Orange Soft Drinks:
       Fanta ........................      5.0%      5.0%      3.8%
       Crush ........................      1.6       2.6       3.5
Low Calorie Soft Drinks:
       Coca-Cola light ..............      0.5%      0.4%      0.4%

(1)  Company owned brand
(2)  Company owned brands that were recently acquired by The Coca-Cola Company.
     For purpose of comparison only, in this report they are not included in the
     portfolio of Coca-Cola soft drinks brands.
Source: TRAC.

     Coca-Cola Embonor estimates that, including the Inca Kola brands produced
and distributed in the Northern and Southern Divisions only, total consolidated
share of soft drinks sales for ELSA Bottling in year 2003, would be
approximately 36.8%.

Other Beverages Business

     Juices and Mineral Water in Chile

     In all of its Chilean operating regions, Coca-Cola Embonor distributes the
following non-carbonated soft drink products and mineral water:

     o    Andifrut, fruit juices,

     o    Nectar Andina, fruit nectars,

     o    Kapo, artificially flavored fruit drinks,

     o    Hi-C, artificially flavored fruit drinks, and

     o    Vital, mineral water.

     The Coca-Cola Company is the owner of the juices and mineral water
trademarks, currently produced by Vital S.A. and distributed by Coca-Cola
Embonor in its Chilean operating regions. Coca-Cola Embonor receives a specified
portion of the sales proceeds from juices and mineral water. In addition, in
Region I, Coca-Cola Embonor also produces and distributes Mamina, its own brand
of mineral water, and distributes the Peruvian beers Arequipena and Cuzquena.


                                       35
<PAGE>

     Sales. In 2003, the distribution of juices and mineral water from The
Coca-Cola Company accounted for 7.4% of Coca-Cola Embonor's Chilean total sales
volume in its operating region.

     The following table shows, for the periods indicated, Coca-Cola Embonor's
sales by volume of juices and mineral water in the Chilean operating regions:

                    Juices and Mineral Water Sales by Volume

                                              Year ended December 31,
                                              -----------------------
                                         2001           2002            2003
                                         ----           ----            ----
                                (in million of units of 24 eight-ounce servings)

Andifrut.........................         870            861             784
Nectar Andina....................         846            751             830
Kapo.............................       1,056            654             690
Hi-C.............................           -             11             119
Vital (mineral water)............       2,364          2,272           2,373
Mamina...........................         213            364             633
                                  --------------------------------------------
       Total.....................    5,349UCs       4,913UCs        5,429UCs


     Marketing. Marketing campaigns are coordinated and proportionally paid by
The Coca-Cola Company and Coca-Cola Embonor. These campaigns include print and
media advertising and promotions, point of purchase and other sales promotions.
They also include celebrity sponsorship and sporting and entertainment events.

     Customers and Distribution. In Coca-Cola Embonor's Chilean operating
regions, juices and mineral water are distributed on the same basis as the
carbonated soft drinks of The Coca-Cola Company.

     Competition. The main competitors of beverages produced by Vital S.A. are
CCU and the main dairy producers of Chile. These producers include Soprole,
Corpora Tres Montes, Loncoleche S.A., Watt's Alimentos S.A., Nestle Chile S.A.,
under the "Sur" trademark, and Parmalat.

     Other Soft Drinks and Table Water in Bolivia

     In Bolivia, Embol Bottling produces and distributes its own brand of
carbonated beverage Mineragua. It also produces and distributes its own brand of
table water. Coca-Cola Embonor does not currently produce or distribute juices
within the Bolivian operating region.

     Sales. Sales from the distribution of other soft drinks and table water
accounted for 6.8% of Embol Bottling's consolidated sales volume in 2001, 8.1%
in 2002 and 8.2% in 2003.

     The following table shows, for the periods indicated, Coca-Cola Embonor's
sales by volume of other soft drinks and table water in Bolivia:

                Other Soft Drinks and Table Water Sales by Volume

<TABLE>
<CAPTION>
                                                     Year ended December 31,
                                                     -----------------------
                                              2001              2002            2003
                                              ----              ----            ----
                                        (in million of unit cases of 24 eight-ounce servings)
<S>                                         <C>              <C>             <C>
Other Soft Drinks:
       Mineragua .......................    UCs 1,169        UCs 1,227       UCs 1,329
                                                -----            -----           -----
Table Water:
       Vital (table water)..............          764            1,102           1,252
                                                -----            -----           -----
              Total.....................    UCs 1,933        UCs 2,329       UCs 2,581
                                                =====            =====           =====
</TABLE>

     Marketing. Embol Bottling is responsible for the marketing and promotion of
other soft drinks and table water. Marketing campaigns are generally designed in
conjunction with appointed advertising agents. Campaigns include print and media
advertising and promotions and point-of-sale and other sales promotions. They
also include sponsorship of sporting and entertainment events.


                                       36
<PAGE>

     Distribution. In Bolivia, other soft drinks and table water are distributed
on a basis comparable with the distribution of Embol Bottling's other products
in the Bolivian operating region.

     Competition. Embol Bottling's main competitors for other soft drink
products in Bolivia are Salvietti, EBBA, Cascada and other local secondary
brands and soft drink companies of Bolivia. The main producers and vendors of
table water in Bolivia are Naturagua and Viscachani.

     Other Soft Drinks and Table Water in Peru

     ELSA Bottling produced and sold carbonated soft drinks particular to the
Peruvian market. In addition, ELSA Bottling was the largest producer and
distributor of table water in Peru, with the brands San Luis and San Antonio.

     ELSA Bottling had entered into bottler agreements with The Coca-Cola
Company for the production and distribution of Coca-Cola products. These
agreements required the permission of The Coca-Cola Company to manufacture and
distribute products other than those of The Coca-Cola Company. See"--Additional
Information--Material Contracts--Coca-Cola Embonor and Embol Bottling Bottler
Agreements" (Item 10).

     Sales. In 2003, distribution of other soft drinks and table water accounted
for 18.1 million unit cases of 24 eight-ounce servings. This represented 22.2%
of ELSA Bottling's consolidated sales volume.

     The following table shows, for the periods indicated, ELSA Bottling's sales
by volume of other soft drinks and table water in Peru:

                Other Soft Drinks and Table Water Sales by Volume

<TABLE>
<CAPTION>
                                                  Year ended December 31,
                                                  -----------------------
                                           2001             2002             2003
                                          ------           ------           ------
                                   (in million of unit cases of 24 eight-ounce servings)
<S>                                    <C>             <C>               <C>
Other Soft Drinks:
       Kola Inglesa..............      UCs 3.425       UCs  4.480        UCs 5.202
       Nectarin + Nusta (1)......          3.059            2.961            4.169
                                          ------           ------           ------
              Total..............      UCs 6.484       UCs  7.441        UCs 9.371
                                          ======           ======           ======
Table Water:
       Bottles...................      UCs 5.662        UCs 6.163        UCs 6.072
       Jugs......................          6.984            6.830            6.569
                                          ------           ------           ------
              Total..............     UCs 12.646       UCs 12.993       UCs 12.641
                                          ======           ======           ======
</TABLE>

(1)  Company owned brands that were recently acquired by The Coca-Cola Company.
     For purpose of comparison only, in this report they are not included in the
     portfolio of Coca-Cola soft drinks brands.

     Marketing. ELSA Bottling was responsible for the marketing and promotion of
other soft drinks and table water. Marketing campaigns were generally designed
in conjunction with appointed advertising agents. Campaigns included media and
print advertising and promotions and point-of-sale and other sales promotions.
They also included sponsorship of sporting and entertainment events.

     Distribution. In Peru, other soft drinks and bottled table water were
distributed on the same basis as the carbonated soft drinks of The Coca-Cola
Company. The large dispenser containers, or bidones (jugs), were generally
targeted to offices and homes. Their size and target market characteristics
differ from carbonated soft drinks and distribution was handled separately.

     Competition. The main competitors for other soft drink products were other
soft drink companies of Peru. In the case of table water, competition was
distinct by package format. ELSA Bottling estimated that it had 28.4% of the
total share of sales in the Peruvian bottled water market for the year ended
December 31, 2003. The main producer and seller of mineral water in Peru was
Ananos with its Cielo brand.


                                       37
<PAGE>

Seasonality

     Each of Coca-Cola Embonor's lines of business is seasonal. Most of its
products have their highest sales levels in the warmer months of October through
March. There are also peaks of demand around particular national holidays in
each of Coca-Cola Embonor's regions. The following tables show, for the years
ended December 31, 2001, December 31, 2002 and December 31, 2003, Coca-Cola
Embonor's quarterly sales by principal line of business.

                Seasonality of Coca-Cola Embonor's Sales in 2001

<TABLE>
<CAPTION>
                                        Coca-Cola Soft Drinks                        Other Beverages
                                   --------------------------------         ---------------------------------
                                    Sales Volume        % of total          Sales Volume          % of total
                                  (millions of unit       annual          (millions of unit         annual
                                       cases)              sales               cases)               sales
                                   -------------      -------------         -------------       -------------
<S>                                <C>                <C>                   <C>                 <C>
Bolivia:
      1st Quarter.................     5.79UCs             21.8%                0.32UCs              16.5%
      2nd Quarter.................     5.89                22.2                 0.29                 14.9
      3rd Quarter.................     6.30                23.8                 0.50                 25.8
      4th Quarter.................     8.52                32.2                 0.82                 42.8
                                   -------------      -------------         -------------       -------------
              Total...............    26.50UCs            100.0%                1.93UCs             100.0%
                                   =============      =============         =============       =============
Chile:
      1st Quarter.................    17.59UCs             27.1%                2.00UCs              31.9%
      2nd Quarter.................    13.54                20.9                 1.27                 20.3
      3rd Quarter.................    14.52                22.4                 1.22                 19.5
      4th Quarter.................    19.20                29.6                 1.77                 28.3
                                   -------------      -------------         -------------       -------------
              Total...............    64.85UCs            100.0%                6.26UCs             100.0%
                                   =============      =============         =============       =============
Peru:
      1st Quarter.................    14.35UCs             25.3%                6.20UCs              32.5%
      2nd Quarter.................    13.24                23.4                 4.08                 21.3
      3rd Quarter.................    13.03                23.0                 3.66                 19.1
      4th Quarter.................    16.07                28.3                 5.18                 27.1
                                   -------------      -------------         -------------       -------------
              Total...............    55.69UCs            100.0%               19.12UCs             100.0%
                                   =============      =============         =============       =============
</TABLE>


                                       38
<PAGE>


                Seasonality of Coca-Cola Embonor's Sales in 2002

<TABLE>
<CAPTION>
                                        Coca-Cola Soft Drinks                        Other Beverages
                                   --------------------------------         ---------------------------------
                                    Sales Volume        % of total          Sales Volume          % of total
                                  (millions of unit       annual          (millions of unit         annual
                                       cases)              sales               cases)               sales
                                   -------------      -------------         -------------       -------------
<S>                                <C>                <C>                   <C>                 <C>
Bolivia:
      1st Quarter.................     5.57UCs             21.2%                0.58UCs              25.0%
      2nd Quarter.................     5.91                22.5                 0.47                 20.1
      3rd Quarter.................     6.29                24.0                 0.52                 22.3
      4th Quarter.................     8.49                32.3                 0.76                 32.6
                                   -------------      -------------         -------------       -------------
              Total...............    26.26UCs            100.0%                2.33UCs             100.0%
                                   =============      =============         =============       =============
Chile:
      1st Quarter.................    17.87UCs             27.9%                1.66UCs              32.0%
      2nd Quarter.................    13.31                20.8                 1.03                 19.9
      3rd Quarter.................    14.58                22.8                 1.06                 20.4
      4th Quarter.................    18.24                28.5                 1.44                 27.7
                                   -------------      -------------         -------------       -------------
              Total...............    64.00UCs            100.0%                5.19UCs             100.0%
                                   =============      =============         =============       =============
Peru:
      1st Quarter.................    15.72UCs             26.8%                5.92UCs              28.9%
      2nd Quarter.................    13.81                23.5                 4.70                 23.0
      3rd Quarter.................    12.58                21.4                 4.10                 20.1
      4th Quarter.................    16.57                28.3                 5.71                 28.0
                                   -------------      -------------         -------------       -------------
              Total...............    58.68UCs            100.0%               20.43UCs             100.0%
                                   =============      =============         =============       =============
</TABLE>



                                       39
<PAGE>

                Seasonality of Coca-Cola Embonor's Sales in 2003

<TABLE>
<CAPTION>
                                        Coca-Cola Soft Drinks                        Other Beverages
                                   --------------------------------         ---------------------------------
                                    Sales Volume        % of total          Sales Volume          % of total
                                  (millions of unit       annual          (millions of unit         annual
                                       cases)              sales               cases)               sales
                                   -------------      -------------         -------------       -------------
<S>                                <C>                <C>                   <C>                 <C>
Bolivia:
      1st Quarter.................     6.28UCs             21.7%                0.61UCs              23.7%
      2nd Quarter.................     6.54                22.6                 0.53                 20.6
      3rd Quarter.................     6.97                24.1                 0.62                 24.1
      4th Quarter.................     9.10                31.6                 0.81                 31.6
                                   -------------      -------------         -------------       -------------
              Total...............    28.89UCs            100.0%                2.57UCs             100.0%
                                   =============      =============         =============       =============
Chile:
      1st Quarter.................    17.78UCs             26.2%                1.61UCs              28.4%
      2nd Quarter.................    14.38                21.2                 1.19                 21.0
      3rd Quarter.................    15.90                23.4                 1.27                 22.4
      4th Quarter.................    19.81                29.2                 1.60                 28.2
                                   -------------      -------------         -------------       -------------
              Total...............    67.87UCs            100.0%                5.67UCs             100.0%
                                   =============      =============         =============       =============
Peru:
      1st Quarter.................    16.62UCs             26.0%                5.81UCs              32.6%
      2nd Quarter.................    14.49                22.7                 3.75                 21.0
      3rd Quarter.................    14.72                23.0                 3.53                 19.8
      4th Quarter.................    18.04                28.3                 4.75                 26.6
                                   -------------      -------------         -------------       -------------
              Total...............    63.87UCs            100.0%               17.84UCs             100.0%
                                   =============      =============         =============       =============
</TABLE>



                                       40
<PAGE>

Material Contracts and Raw Materials

     Coca-Cola Embonor is dependent on certain commercial contracts, principally
bottling agreements, and on a license for the use of certain Coca-Cola
trademarks. See "Additional Information--Material Contracts" (Item 10).

     Coca-Cola Embonor has a stable source of raw materials. See "Additional
Information--Material Contract" (Item 10) and "Operating and Financial Review
and Prospects--Operating Results--Differences in Operating Conditions--Cost of
Raw Materials" (Item 10).

Regulation

     General

     Coca-Cola Embonor is subject to government regulation generally applicable
to companies engaged in business in its bottling territories in the following
areas:

     -    labor,

     -    social security,

     -    public health,

     -    consumer protection,

     -    environment,

     -    sanitation,

     -    employee safety,

     -    securities, and

     -    antitrust laws.

     Currently there are no material legal or administrative proceedings pending
against Coca-Cola Embonor with respect to any regulatory matter in any of its
bottling territories.

     Chile. There are no special licenses or permits required to manufacture and
distribute soft drinks in the Chilean region. Food and beverage producers in
Chile, however, must obtain authorization from the Chilean Environmental
Protection Services. This agency also supervises their activities. It inspects
plants and takes liquid samples for analysis on a regular basis. Coca-Cola
Embonor's permit from the Environmental Protection Services is in effect
indefinitely. In addition, production and distribution of mineral water is
subject to special regulation. Specifically, it may be produced only from
sources designated for this purpose by presidential decree. Certification of
compliance with that decree is provided by the Chilean National Health Service.
Coca-Cola Embonor's facilities have received the required certification.

     Bolivia. Embol Bottling is subject to government regulation applicable to
companies engaged in business in Bolivia in the following areas:

     -    labor,

     -    social security,

     -    health,

     -    consumer protection,

     -    environmental,

     -    sanitation, and

     -    employee safety.


                                       41
<PAGE>

     Currently there are no material legal or administrative proceedings pending
against Embol Bottling with respect to any regulatory matter in Bolivia.

Environmental Matters

     General

     Coca-Cola Embonor is subject to various national and local environmental
and occupational safety and health laws and regulations. These include laws
relating to the generation, storage, handling, use and transportation of
hazardous materials. They also include laws regulating the emission and
discharge of these materials into the environment and other environmental
matters. Coca-Cola Embonor is also subject to the international environmental
operating criteria established by The Coca-Cola Company. Currently,
environmental laws and regulations are not as comprehensive in the bottling
territories as in the United States. However, it is likely that additional laws
and regulations will be enacted in the future with respect to environmental
matters. The new laws may impose additional or stricter restrictions on
Coca-Cola Embonor. Coca-Cola Embonor incurs capital and operating costs relating
to environmental compliance. Coca-Cola Embonor does not expect these capital and
operating costs to have a material adverse effect on its business, financial
condition and results of operations. Currently, Coca-Cola Embonor is in
compliance with Chilean environmental regulations. There are no material legal
or administrative proceedings pending against Coca-Cola Embonor in any of the
bottling territories with respect to environmental matters.

     Chile. Chile has several regulations governing environmental matters
applicable to Coca-Cola Embonor. For instance, Law 3.133 regulates discharge of
liquid industrial waste. The Sanitary Code contains provisions relating to waste
disposal, industrial zoning, and the protection of water destined for human
consumption. On February 23, 1993, the Chilean government published regulations
that updated the provisions of Law 3.133. These regulations proscribe disposal
of substances that may pose a risk to irrigation or public consumption without
prior authorization from the Ministry of Public Works. The disposal must also
receive a favorable determination from the Superintendency of Sanitary Services.
The regulations also mandate governmental approval of any systems to treat or
discharge liquid industrial residues.

     Coca-Cola Embonor has 7 bottling plants in Chile and the plants located at
Con-Con,Talca, Concepcion, Temuco and Puerto Montt have installed sewage
treatment disposal systems to bring them into compliance with current Chilean
effluent standards. The other two plants in the north of Chile (Arica and
Iquique) have sewage pretreatment facilities and the water is discharged to a
marine sewer authorized by the national and local authorities, according to
local environmental protection regulations.

     Law 19.300, passed in March 1994, provides "Basic Regulations for the
Environment." These regulations are applicable to the activities of Coca-Cola
Embonor. Generally, these norms are less stringent than the standards applicable
to Coca-Cola Embonor under the bottler agreements with The Coca-Cola Company.
The regulations established by Law 19.300 require Coca-Cola Embonor to hire
independent experts to conduct environmental impact studies of any modifications
to current projects or activities or any future projects or activities. Law
19.300 also creates a National Commission on the Environment. In addition, it
creates regional commissions to supervise environmental impact studies for all
modifications to current projects and all new projects. This law grants
considerable discretionary power to regulators. We cannot assure you that future
legislative or regulatory developments will not impose restrictions or
additional costs. These restrictions and costs could be material to Coca-Cola
Embonor's operations in Chile.

     In the future, Coca-Cola Embonor may be required to incur costs for
compliance with and remediation under Chilean environmental laws and
regulations. Coca-Cola Embonor does not believe that these costs will have a
material adverse effect on its results of operations or financial condition.
However, environmental laws and regulations are becoming increasingly more
stringent. As a result, the increased costs of compliance and remediation that
cannot be passed on to its customers may have a material adverse effect on
Coca-Cola Embonor's results of operations or financial condition.

     Bolivia. In 1992, the Law of the Environment was enacted. This was
Bolivia's first comprehensive national environmental legislation. In 1995 the
regulations related to the Law of the Environment were promulgated. These
regulations, among other things, require existing and new operations to:

     o    obtain environmental licenses,

     o    establish air and water quality discharge standards,

     o    set standards for the management and disposal of hazardous waste,


                                       42
<PAGE>

     o    provide procedures and timetables for existing operations to come into
          compliance with the law and related regulations, and

     o    prepare environmental impact studies in some instances.

     Embol Bottling is currently in the process of evaluating the impact of
these rules and assessing what steps it must take in order to comply with these
regulations. We cannot guarantee that future legislative or regulatory
developments will not impose restrictions or additional costs. These
restrictions and costs could be material to Embol Bottling's operations in
Bolivia.

     C.   ORGANIZATIONAL STRUCTURE

     The following diagram illustrates, in summary form, the equity ownership of
Coca-Cola Embonor's material business operations as of December 31, 2003
(without giving effect to the sale of ELSA Bottling):


                               [GRAPHIC OMITTED]




                                       43
<PAGE>


     The following diagram illustrates, in summary form, the current equity
ownership of Coca-Cola Embonor's material business operations taking into
account the sale of ELSA Bottling:


                                [GRAPHIC OMITTED]




                                       44
<PAGE>


D.   PROPERTY, PLANT AND EQUIPMENT

     Due to the high transportation costs of beverages, Coca-Cola Embonor
maintains production plants in each of the principal population centers included
in the franchise territories. In addition, it maintains distribution centers and
administrative offices in each of the franchise territories. The following table
sets forth the principal properties and facilities of Coca-Cola Embonor in each
of the franchise territories, showing in square meters the combined size of
offices, plants and warehouses at each facility. In Chile, Coca-Cola Embonor
owns all the production and administration facilities, and leases all the
warehouse facilities, except the warehouse facility at Pozo Almonte, which it
owns. In Bolivia, Coca-Cola Embonor, through its subsidiary Embol Bottling, owns
all the indicated properties in Bolivia.

                      Property, Plant and Equipment Summary
                             (At December 31, 2003)

<TABLE>
      Location          Principal Use                        Surface Area         Surface Area
      --------          -------------                        ------------         ------------
                                                                 Land               Building
                                                                 ----               --------
                                                          (in square meters)   (in square meters)
<S>                                                            <C>                  <C>
      Chile:
      Santiago          Administration                              280                  280
      Arica             Blowing and Bottling Plant               18,799               13,721
      Iquique           Bottling Plant                           14,600                6,136
      Pozo Almonte      Distribution Center                       7,568                  625
      Mamina            Bottling Plant                            5,200                  900
      Santiago          Offices                                     549                  549
      Vina del Mar      Bottling Plant and Offices              118,224               27,960
      Hijuelas          Offices                                     200                  200
      San Felipe        Distribution Center                      12,000                1,518
      Talca             Blowing and Bottling Plant               94,800               17,800
      San Fernando      Distribution Center                       5,355                1,230
      Cauquenes         Distribution Center                         525                  525
      Constitucion      Distribution Center                       1,710                  598
      Hualane           Distribution Center                         450                  450
      Parral            Distribution Center                       1,000                  940
      Chillan           Distribution Center                      17,640                2,580
      Concepcion        Bottling Plant                           31,917               10,952
      Arauco            Distribution Center                       7,661                  716
      Canete            Distribution Center                         230                  180
      Lebu              Distribution Center                         240                  240
      Coelemu           Distribution Center                         456                  358
      Yungay            Distribution Center                         931                  245
      Cabrero           Distribution Center                       1,500                  600
      Temuco            Bottling Plant                           34,406               10,751
      Los Lagos         Distribution Center                         208                  208
      Los Angeles       Distribution Center                       8,640                1,238
      Victoria          Distribution Center                      10,000                  643
      Villarica         Distribution Center                       3,492                  769
      Valdivia          Distribution Center                       2,450                1,270
      Puerto Montt      Bottling Plant                           36,883                8,234
      Osorno            Distribution Center                       5,400                  844
      Ancud             Distribution Center                       3,000                  850
      Castro            Distribution Center                      21,000                  692

      Bolivia:*
      La Paz            Blowing and Bottling Plant               21,520               11,649
      La Paz            Distribution Center                       3,200                  892
      Cochabamba        Blowing and Bottling Plant               21,552               10,245
      Cochabamba        Distribution Center                       1,000                1,000
</TABLE>


                                       45
<PAGE>

<TABLE>
      Location          Principal Use                        Surface Area         Surface Area
      --------          -------------                        ------------         ------------
                                                                 Land               Building
                                                                 ----               --------
                                                          (in square meters)   (in square meters)
<S>                                                            <C>                  <C>
      Santa Cruz        Blowing and Bottling Plant               19,720               12,624
      Oruro             Distribution Center                      13,519                3,941
      Sucre             Distribution Center                      11,247                2,139
      Potosi            Distribution Center                         357                  357
      Tarija            Blowing and Bottling Plant                7,557                3,050

      Peru:* +
      Lima              Bottling Plant                            9,649               15,200
      Lima              Distribution Center                      43,635               28,623
      Chorrillos        Distribution Center                       2,532                2,690
      S.J. Lurigancho   Distribution Center                      16,060                5,386
      Callao            Blowing and Bottling Plant               28,781               18,370
      Callao            Distribution Center                      23,184                1,019
      Huacho            Distribution Center                      14,992                5,845
      Barranca          Distribution Center                         828                  717
      Chancay           Distribution Center                       1,380                  150
      La Libertad       Bottling Plant                            6,970                4,849
      La Libertad       Distribution Center                      17,911                4,551
      Ancash            Distribution Center                       5,235                  757
      Lambayeque        Distribution Center                      20,528               11,082
      Arequipa          Blowing , Bottling Plant and Offices     32,434               23,770
      Arequipa          Distribution Center                      14,938                6,606
      Cuzco             Bottling Plant                           11,250                5,142
      Ica               Bottling Plant                           23,000                7,980
      Ica-Pisco         Distribution Center                         472                  626
      Moquegua          Distribution Center                       3,578                3,031
      Puno              Distribution Center                      20,727                6,502
      Tacna             Distribution Center                       9,380                5,887
</TABLE>

----------
*    Principal sites only.

+    As previously described, our interests in these properties were sold to
     Corporacion Jose R. Lindley S.A., as part of the sale of ELSA Bottling.

     We currently have no mortgages on any of our properties.

     Capacity

     Below, we provide relevant information about the installed capacity and
approximate average utilization of Coca-Cola Embonor Bottling's production
facilities, by line of business. Information is based on a production schedule
of three shifts per day, a 360-day year and production efficiency of 75.0%.

<TABLE>
<CAPTION>
                                2001                                   2002                                    2003
                                ----                                   ----                                    ----
                 Annual                    Capacity       Annual                   Capacity       Annual                   Capacity
                  Total        Average   Utilization      Total      Average     Utilization      Total       Average    Utilization
                Installed     Capacity   During Peak    Installed    Capacity    During Peak    Installed    Capacity    During Peak
                Capacity   Utilization %   Month %       Capacity  Utilization %    Month %      Capacity  Utilization %    Month %
                --------   -------------   -------       --------  -------------    -------      --------  -------------    -------
              (in millions                             (in millions                            (in millions
             of unit cases)                           of unit cases)                          of unit cases)
<S>                <C>          <C>          <C>           <C>         <C>            <C>           <C>         <C>          <C>
Soft Drinks
Chile........      165          37.5%        67.1%         178         34.2%          60.0%         172         35.1%        59.0%
Bolivia......       77          37.6%        61.8%          77         40.0%          62.3%          83         36.2%        56.6%
Peru.........      153          48.9%        80.4%         154         50.4%          72.7%         152         55.1%        79.8%
</TABLE>


                                       46
<PAGE>

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.   OPERATING RESULTS

Basis of Presentation

     This discussion and analysis should be read together with Coca-Cola
Embonor's audited consolidated financial statements, including the notes to such
financial statements, included elsewhere in this annual report. You should also
read this together with the data provided in "Presentation of Financial and
Certain Other Information," in the forepart of this Form 20-F and "Key
Information--Selected Financial Data" (Item 3.A). Coca-Cola Embonor prepares its
financial statements in accordance with Chilean GAAP, which differs in certain
important respects from U.S. GAAP. Note 37 to Coca-Cola Embonor's consolidated
financial statements provides a description of the principal differences between
Chilean GAAP and U.S. GAAP as they relate to Coca-Cola Embonor. It also includes
a reconciliation to U.S. GAAP of net income and total shareholders' equity. See
"Liquidity and Capital Resources--U.S. GAAP Reconciliation" below. Reporting of
income on a U.S. GAAP basis differs from its reporting in accordance with
Chilean GAAP, mostly because of basis differences in the valuation of property,
plant and equipment and goodwill resulting from the acquisitions of subsidiaries
and its subsequent amortization, deferred income taxes, severance indemnities
provisions and the amortization of intangible assets.

     Chilean GAAP requires that financial statements recognize the effects of
inflation. Accordingly, all financial information regarding Coca-Cola Embonor,
unless we indicate otherwise, has been price-level restated. As a result, all
such information is presented in comparable monetary terms. The general
price-level gain or loss reflected in the income statement indicates both the
effect of inflation on Coca-Cola Embonor's net holdings of monetary assets and
liabilities during a period of inflation and the effect of foreign exchange
gains or losses related to Coca-Cola Embonor's foreign currency denominated
monetary assets and liabilities. Gains and losses on foreign currency
denominated monetary assets and liabilities, refer to either those assets and
liabilities held by Chilean entities that are not denominated in Chilean pesos
or those assets and liabilities held by Coca-Cola Embonor's foreign subsidiaries
that are not denominated in U.S. dollars. 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
eliminated in the reconciliation to U.S. GAAP.

Critical Accounting Policies and Estimates

     The preparation of these financial statements required us to make estimates
and judgments that affected the reported amounts of assets and liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities at the date of our financial statements. Actual results may differ
from these estimates under different assumptions or conditions.

     Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, which would potentially result in
materially different results under different assumptions and conditions. We
believe that our critical accounting policies are limited to those described
below. For a detailed discussion on the application of these and other
accounting policies, see the notes to the consolidated financial statements
included elsewhere herein.

     Depreciation of Machinery and Transportation Equipment

     We calculate depreciation based on the unit of production method for
machinery and transportation equipment in Chile and Bolivia. This method
involves calculating an historical hourly depreciation rate based on the number
of hours of usage of the equipment. We have performed statistical historical
analyses and have made comparisons with manufacturers' specifications to
ascertain the number of hours of usage of each type of equipment. We introduced
this policy in 2001 and previously had calculated depreciation based on a
straight line method according to the useful lives of the assets. This change in
our depreciation calculations resulted in a lower depreciation charge in 2001
amounting to Ch$2,143 million, to Ch$2,386 million in 2002 and to Ch$ 2,585
million in 2003.

     Depreciation is computed using the straight-line method over a useful life
of five years for plastic bottles and ten years for glass bottles. Breakage is
charged to expense as incurred.

     Other property, plant and equipment is depreciated on a straight line basis
over their estimated useful lives.

     We believe that the methods used most closely reflect the recognition of
the cost of such assets over their useful lives.


                                       47
<PAGE>

     Liability for bottle deposits and cases

     We incur a liability for the deposits on bottles and cases in circulation
paid by our customers. A customer must return the bottle along with the receipt
to receive the deposit back. Our liability for such deposits is based on an
annual inventory of the bottles and cases in the possession of customers, valued
at the average value of deposits received during the last five years for each
type of bottle or case. Up until 1999, we had created a liability in our
financial statements based on the accumulated historical value of deposits,
which excluded any release of the liability because of breakage or loss. On
December 31, 2003, the company recorded the reversal of part of the liabilities
for bottle guarantee deposits based on the results of a survey of bottles
existing on the market. This reversal generated a credit of Ch$1,888 million to
income, which is shown in "other non-operating income."

     Allowance for doubtful accounts

     The allowance for doubtful accounts is based upon our assessment of
probable losses related to overdue accounts receivable. The general criteria for
determining the allowance for doubtful accounts consists of provisioning for
100% of receivables where legal proceedings have started or when receivables are
more 360 days outstanding and 50% where presented checks have not been cleared
by the appropiate bank. Each bottling plant also analyzes each of its customers
on a specific basis in order to establish further allowance where recovery is
doubtfull.

     Recoverability of Tangible and Intangible Assets

     We assess the impairment of long-lived assets, identifiable intangible
assets and goodwill whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. Factors we consider important which
could trigger an impairment review include the following:

     o    significant underperformance relative to expected historical or
          projected future operating results;

     o    significant changes in the manner of our use of the acquired assets or
          the strategy for our overall business; and

     o    significant negative industry or economic trends.

     When we determine that the carrying value of long-lived tangible assets,
identifiable intangibles and goodwill may not be recoverable based upon the
existence of one or more of the above indicators of impairment, we evaluate the
future cash flows to determine if we need to take an impairment charge. If the
sum of the expected undiscounted future cash flows without interest charges is
less than the carrying amount of the fixed assets, we recognize an impairment
loss. The measurement of the impairment loss is based on the fair value of the
asset, which we generally determine using a discounted cash flow approach and
recent comparable transactions in the market. In the case of intangible assets,
the cash flows are discounted to arrive at an estimate of the economic value of
each segment which contains goodwill. If the economic value of the segment is
lower than the accounting value of the segment including goodwill, an impairment
loss is recognized.

     Effect of Technical Bulletin No. 64

     In accordance with the Chilean foreign currency translation standard BT 64,
described in Note 2(w) to Coca-Cola Embonor's consolidated financial statements,
the financial statements of foreign subsidiaries that operate in countries
exposed to significant risks, and are not considered to be an extension of the
parent company's operations, are measured into US dollars. As Coca-Cola
Embonor's foreign subsidiaries meet the above criteria, Coca-Cola Embonor has
remeasured its foreign investments into US dollars under this requirement as
follows:

     -    Monetary assets and liabilities are translated at year-end rates of
          exchange between the United States dollar, and the local currency;

     -    All non-monetary assets, liabilities, and shareholder's equity are
          translated at historical rates of exchange between the United States
          dollar and the local currency;

     -    Income and expense accounts are translated at average rates of
          exchange between the United States dollar and the local currency; and

     -    The effects of any exchange rate fluctuations are included in the
          results of operations for the period.


                                       48
<PAGE>

     In the opinion of Coca-Cola Embonor, the Chilean GAAP procedures described
above are part of the comprehensive basis of preparation of price-level adjusted
financial statements required by Chilean GAAP. Inclusion of inflation and
translation effects in the financial statements is considered appropriate under
the inflationary conditions that have historically affected the Chilean economy,
and accordingly, are not eliminated in the reconciliation to U.S. GAAP.

     The allowance account due to the conversion of investments abroad, is
entitled "Cumulative translation adjustment." The effect can be seen in the
Financial Statements in item 18, Note 23 (c) 2.


2003 Executive Overview

     On January 29, 2004, we sold all of our equity interest, both direct and
indirect, in our Peruvian subsidiary ELSA Bottling, which interest amounted to
60.45% of ELSA Bottling's outstanding stock. The price was US$129.9 million,
which was paid on the same date. The Company recognized all effects of the sale
in our financial statements as of December 31, 2003.

     On January 30, 2004, there was a voluntary redemption of a portion of
outstanding Series B bonds through Banco BICE. All bondholders who accepted the
offer (72.67% of the series B bonds) were paid the respective price and
commission, in the amount of Ch$19,828 million.

     On February 3, 2004, part of the loan with Wachovia Bank in the amount of
US$7.5 million was prepaid.

     The entire syndicated loan between Coca-Cola Embonor S.A. and Citibank
N.A., Chile Branch and other banks, was prepaid on February 4, 2004. The amount
paid was Ch$26,949 million.

     As a result of the prepayment of debt indicated, with the funds received
from the sale of the Peruvian investment, we recognized, in the year ended
December 31, 2003, Ch$2,803 million in other non-operating expenses for the
expenses that had previously been deferred associated with these borrowing
transactions.

     Proceeds from the sale of our Peruvian operations reduced interest-bearing
debt by around US$100 million, which accounted for more than 31% of all
interest-bearing debt. The debt reduction will help reduce interest
expense. There will also be a significant reduction in the book charge for
"Amortization of Goodwill" and "Amortization of Intangibles." Together, such
effects will reduce charges against income by approximately US$12 million
annually. We believe that the sale of the Peruvian subsidiary will have no
impact on sales in our Chilean and Bolivian operations.

     As of December 31, 2003 the consolidated sales volume totaled 186.7 million
unit cases. The growth was 5.5% compared to the previous year. The Chile
Operation accumulated a growth of 6.3%, Peru 3.3% and Bolivia 10.0%.

     The operating revenue declined 8.3% on a consolidated level in 2003
compared to the prior year to a total of Ch$221,081 million. Operating profit
declined 18.2% to a total of Ch$16,325 million on a consolidated level, which
represents 7.4% of revenues compared to 8.3% in the previous year, due
fundamentally to a drop in unit sales prices in the Chile, Peru and Bolivia
franchises and appreciation of the Chilean peso in comparison with the US Dollar
of 18.4% during the year 2003. During the year 2003, the operating cash flow was
Ch$35,329 million (operating profit (loss) + depreciation), a decrease of 15.2%
compared to the previous year, which accounts for 16.0% of consolidated
revenues. There was a non-operating loss of Ch$53,497 million compared to a loss
of Ch$38,431 million in the previous year. The increase in the non-operating
loss is due mainly to the recognition in income of a loss on the sale of the
investment in Peru totaling Ch$26.318 million and the early recognition of
deferred expenses because of the prepayment of part of the series B bonds, of
the entire Chilean syndicated loan and a part of the bilateral loan with
Wachovia Bank in the amount of Ch$2,803 million. There was also an increase in
interest and financial income because of time deposits and the recognition of
gains on swaps and forwards, a decrease in interest expense because of the
prepayment of debt and refinancing, profits on the exchange differential and a
rise in other non-operating income due to the release of bottle guarantees
resulting from a bottle census taken during December 2003. The non-operating
loss in 2003 included a goodwill amortization of Ch$17,264 million, which does
not represent cash flow.

     The net loss in 2003 was Ch$34,098 million, which compares to the net loss
of Ch$16,638 million in 2002.


                                       49
<PAGE>

Summary of Operations

     Coca-Cola Embonor engages primarily in the production and distribution of
Coca-Cola soft drinks in Chile, Bolivia and Peru. In Chile, Coca-Cola Embonor
also distributes the mineral water Vital, fruit juices and fruit flavored
non-carbonated beverages Kapo, Andifruit and Nectar Andina under the
authorization of The Coca-Cola Company, its own brand of mineral water, Mamina,
as well as beer. It also owns a 33.0% interest in Envases Central. In Bolivia
and Peru, Coca-Cola Embonor produces and distributes carbonated beverages,
including its own brands, and table water.

     In addition, Coca-Cola Embonor produces Ref-PET (returnable) and OW PET
(non-returnable) bottles for its own use in Bolivia and OW PET bottles for use
in Chile and Peru.

     The following table shows, for the periods indicated, the net sales and
operating income for Coca-Cola Embonor's operations in Chile, Bolivia and Peru.
This data is expressed in millions of Chilean pesos and as a percentage of
Coca-Cola Embonor's total consolidated net sales and operating income:

<TABLE>
<CAPTION>
                                                                     Year ended December 31,
                                                                     -----------------------
                                                    2001                       2002                          2003
                                                    ----                       ----                          ----
                                                             (in millions of Ch$, except percentages)
<S>                                     <C>               <C>        <C>               <C>        <C>                <C>
Net sales:
Chile ..............................    Ch$ 119,620        49.7%     Ch$ 114,858        47.6%     Ch$ 118,393         53.6%
Bolivia ............................         36,978        15.4%          34,824        14.4%          30,015         13.6%
Peru ...............................         83,916        34.9%          91,413        38.0%          72,673         32.8%
Total ..............................    Ch$ 240,514       100.0%     Ch$ 241,095       100.0%     Ch$ 221,081        100.0%
                                           ========    ========         ========    ========         ========     ========
Operating income:

Chile ..............................    Ch$  17,017        66.3%     Ch$  13,540        67.8%     Ch$  14,747         90.4%
Bolivia ............................          3,499        13.6%           2,883        14.4%           2,270         13.9%
Peru ...............................          5,156        20.1%           3,542        17.8%            (692)        (4.3)%
                                           --------    --------         --------    --------         --------     --------
Total ..............................    Ch$  25,672       100.0%     Ch$  19,965       100.0%     Ch$  16,325        100.0%
                                           ========    ========         ========    ========         ========     ========
</TABLE>

     The following table shows, for the periods indicated, the net sales and
operating income contributed by each of Coca-Cola Embonor's consolidated
business segments. The data is expressed in millions of Chilean pesos and as a
percentage of consolidated net sales and operating income. "Other beverages" for
the purposes of this table includes, in Chile, juices, fruit flavored beverages,
mineral water and beer and, in Bolivia and Peru, table water.

<TABLE>
<CAPTION>
                                                                     Year ended December 31,
                                                                     -----------------------
                                                    2001                       2002                          2003
                                                    ----                       ----                          ----
                                                             (in millions of Ch$, except percentages)
<S>                                     <C>               <C>        <C>               <C>        <C>                <C>
Net sales:
Soft drinks ........................    Ch$ 212,436        88.3%     Ch$ 210,269        87.2%     Ch$ 209,635         94.8%
Other beverages ....................         28,078        11.7           30,826        12.8           11,446          5.2
                                           --------    --------         --------    --------         --------     --------
       Total .......................    Ch$ 240,514       100.0%     Ch$ 241,095       100.0%     Ch$ 221,081        100.0%
                                           ========    ========         ========    ========         ========     ========
Operating income:

Soft drinks ........................    Ch$  21,033        81.9%     Ch$  17,277        86.5%     Ch$  15,199         93.1%
Other beverages                               4,639        18.1            2,688        13.5            1,126          6.9%
                                           --------    --------         --------    --------         --------     --------
       Total .......................    Ch$  25,672       100.0%     Ch$  19,965       100.0%     Ch$  16,325        100.0%
                                           ========    ========         ========    ========         ========     ========
</TABLE>


                                       50
<PAGE>

<TABLE>
<CAPTION>
                                                                     Year ended December 31,
                                                                     -----------------------
                                                    2001                       2002                          2003
                                                    ----                       ----                          ----
                                                             (in millions of Ch$, except percentages)
<S>                                     <C>               <C>        <C>               <C>        <C>                <C>
Net sales ..........................    Ch$ 240,514       100.0%     Ch$ 241,095       100.0%     Ch$ 221,081        100.0%
Cost of sales ......................       (142,276)      (59.2)        (140,679)      (58.4)        (133,114)       (60.2)
                                           --------    --------         --------    --------         --------     --------
   Gross profit ....................         98,238        40.8          100,416        41.6           87,967         39.8
Administrative and Selling expenses         (72,566)      (30.2)         (80,451)      (33.4)         (71,642)       (32.4)
                                           --------    --------         --------    --------         --------     --------
   Operating Income ................         25,672        10.6           19,965         8.2           16,325          7.4
Non-operating Income (expenses) ....        (35,612)      (14.8)         (38,431)      (16.0)         (53,497)       (24.2)
Income taxes, extraordinary items
and minority interest ..............          1,150         0.5            1,802         0.7            3,037          1.4
   Amortization of Negative Goodwill              -           -               26           -               37            -
                                           --------    --------         --------    --------         --------     --------
Net loss ...........................    Ch$  (8,790)       (3.7)%    Ch$ (16,638)       (7.1)%    Ch$ (34,098)       (16.8)%
                                           ========    ========         ========    ========         ========     ========
</TABLE>

     The following table shows, for the periods indicated, excerpts from
Coca-Cola Embonor's consolidated income statement.


     Results of Operations for the Years Ended December 31, 2001 and 2002

<TABLE>
<CAPTION>
                                                    Year ended December 31,
                                                    -----------------------
                                                      2001           2002            Variance
                                                      ----           ----            --------
                                            (in millions of Ch$, except percentages)     %
<S>                                                 <C>             <C>                 <C>
Net sales ..................................     Ch$240,514      Ch$241,095             0.2
Cost of sales ..............................       (142,276)       (140,679)           (1.1)
   Gross profit ............................         98,238         100,416             2.2
Administrative and Selling expenses ........        (72,566)        (80,451)          (10.8)
   Operating Income ........................         25,672          19,965           (22.2)
Non-operating Income (expenses) ............        (35,612)        (38,431)           (7.9)
Income taxes, extraordinary items
and minority interest ......................          1,150           1,802            56.7
                                                   --------        --------        --------

   Amortization of Negative Goodwill .......              -              26               -
Net loss ...................................         (8,790)        (16,638)          (89.3)
                                                   ========        ========        ========
</TABLE>

     Net Sales

     Coca-Cola Embonor's net sales for the year ended December 31, 2002 were
Ch$241,095 million, as compared to Ch$240,514 million for the same period in
2001, representing an increase of 0.2%. The consolidated sales volume was 177.0
million unit cases, which represents a 1.2% increase compared to the previous
year. Broken down by country, the sales volume decreased 1.9% in Chile,
increased 4.4% in Peru and 0.6% in Bolivia.

     Sales in Chile decreased 4.0% in 2002 as compared to 2001. This decrease
was principally due to a 1.9% decrease in volume. The reason for the decrease in
volume reflects a lowered demand in the industry in general and also a move
towards cheaper branded products. The decrease in sales is also due to a 2.1%
lowering in average prices, due to a strong competitive environment, mainly from
supermarkets own brands and also from "B" brands as described in item 4 B. B
brand products have a lower price structure. Such products have principally hurt
the sales of Coca-Cola and Fanta. In Chile, there is also an increasing tendency
towards non-returnable bottles. The percentage of the Company's sales that
result from non-returnable bottles increased from 29.9% in 2002 to 35.0% in
2002.

     Sales in Bolivia decreased by 5.8% in 2002 as compared to 2001. This
decrease is principally explained by a reduction of 6.3% in the average price of
products sold. However, this was partially off-set by an increase in volume
sold. The volume increase was principally due to higher sales of the Simba and
Fresca products during the year.

     Sales in Peru increased 8.9% in 2002 as compared to 2001. The increase was
due to both an increase in price and volume. Volume increased by 4.4% in 2002
compared to 2001, most of which was due to increases in sales at Inca Kola and
also the penetration in the market of the new 8 ounce bottles. The increased
demand has allowed an increase in average prices of 4.4%


                                       51
<PAGE>

during in 2002 as compared to 2001. There was a small decrease in prices towards
the end of the year. This was due to efficiency savings in the distribution
network and subsequent cost savings being passed to the consumer to protect
market share.

     Cost of Sales

     Cost of sales was Ch$140,679 million during the year ended December 31,
2002 as compared to Ch$142,276 million in the corresponding period of 2001,
representing a decrease of 1.1%. As a percentage of net sales, cost of sales
decreased to 58.43% in the year ended December 31, 2002, compared to 59.2% in
the corresponding period in 2001.

     Cost savings were achieved by transferring the management of some
distribution centers to third parties. This helped to reduce costs by a
reduction in headcount at these centers. A full year's impact was seen in 2002
as such changes were introduced during 2001.

     Gross Profit

     Gross profit during the year ended December 31, 2002 totaled Ch$100,416
million as compared to Ch$98,238 million in the corresponding period in 2001. As
a percentage of net sales, gross profit was 41.6 % during the year ended
December 31, 2002 as compared to 40.8 % during the year ended December 31, 2001.

     Administrative and Selling Expenses

     The following table shows, for the periods indicated, relevant information
about the components of administrative and selling expenses:

<TABLE>
<CAPTION>
                                           Year ended December 31,
                                           -----------------------
                                               2001         2002       Variance    Variance
                                               ----         ----       --------    --------
                                              (in millions of Ch$)                     %
                                              --------------------                     -
<S>                                           <C>          <C>           <C>         <C>
Administration and marketing salaries         24,549       24,385         (164)       (0.7)
Sales commissions                              2,709        2,757           48         1.8
Advertising                                   11,178       17,287        6,109        54.7
Freight and transportation                    15,366       18,258        2,892        18.8
Depreciation                                   4,763        5,516          753        15.8
Other                                         14,001       12,248       (1,753)      (12.5)
                                              ------       ------      -------      ------
              Total                           72,566       80,451        7,885       (10.9)
                                              ======       ======      =======      ======
</TABLE>

     Administrative and selling expenses totaled Ch$80,451 million during the
year ended December 31, 2002. Such expenses were Ch$72,566 million in the
corresponding period in 2001. As a percentage of net sales, administrative and
selling expenses were 33.4 % for the year ended December 31, 2002 and 30.2 % for
the corresponding period in 2001.

     Administration and marketing salaries declined by 0.7%, mainly as a result
of the lower administration headcount at distribution centers.

     Advertising increased by 54.7%, to support sales growth, to carry out
special campaigns due to the football world cup and to support new products
launched to compete against low price brands (B-brands).

     Freight and transportation costs were up in 2002 versus 2001 by 18.8% due
to an increase in sales and distribution/longhaul transportation costs.

     Depreciation increased during 2002 as a result of the additions of new
assets in ELSA and the exchange rate in Peru and Bolivia.

     "Other" mainly consists of cleaning and repair costs for warehouses and
also utility costs such as water, gas and electricity. The decrease in such
costs is principally due to the outsourcing of some operations, thus allowing
tighter control on these expenses.


                                       52
<PAGE>

     Operating Income

     Operating income for the year ended December 31, 2002 was Ch$19,965
million. This represented a 22.2 % decrease, as compared to Ch$25,672 million in
the corresponding period in 2001. Operating income represented 8.2% of net sales
in 2002 compared to 10.6% in the previous year, due fundamentally to a drop in
unit income in the Peru and Bolivia franchises, coupled with an increase in
selling expenses in Peru because of the devaluation of the peso. The amount of
Coca-Cola Embonor's operating income that had been generated in Chile in the
year 2001 was approximately 66.3%. This was reduced by 20.4% in 2002. In Bolivia
and Peru was reduced by 17.6% and 31.3%, respectively. Operating income
decreased in Bolivia from Ch$3,499 million to Ch$2,883 million for the year
ended December 31, 2001 as compared to the year ended December 31, 2002 while
operating income in Peru decreased from Ch$5,156 million as compared to Ch$3,542
million during the same periods.

     Non-operating Income (Expenses), Net

     The following table shows, for the periods indicated, a summary of
non-operating income (expenses):

<TABLE>
<CAPTION>
                                                  Years ended December 31,
                                                      2001        2002      Variance    Variance
                                                    (in millions of Ch$)                   %
<S>                                                 <C>         <C>          <C>           <C>
Financial income                                      1,320       5,368       4,048       306.6
Participation in net losses of related companies       (337)       (318)         19         5.7
Other non-operating income                            6,187       2,005      (4,182)      (67.6)
Financial expenses                                  (18,699)    (18,548)        151         0.8
Other non-operating expenses                         (5,732)    (10,295)     (4,563)      (79.7)
Amortization of goodwill                            (17,902)    (18,231)       (329)       (1.8)
Price-level restatement, net                         (4,136)        906       5,042       121.9
Foreign exchange gain                                 3,687         682      (3,005)      (81.5)
                                                    -------     -------     -------     -------
Non-operating expense                               (35,612)    (38,431)     (2,819)       (7.9)
                                                    =======     =======     =======     =======
</TABLE>

     Non-operating expense was Ch$38,431 million for the year ended December 31,
2002 compared to Ch$35,612 million for the corresponding period in 2001.
Financial income consists principally of income generated by investments. The
increase in income from Ch$ 1,320 million in 2001 to Ch$ 5,368 million in 2002
is explained principally by interest income received from an interest rate swap
transaction.

     The expense generated from the share of net income in related parties
decreased as both Comptec S.A. and Envases Central had losses in the years ended
December 31, 2001 and 2002. Other non-operating income declined considerably in
the year ended December 31, 2002. The decrease is principally due to the
reversal in 2001 of a restructuring provision amounting to Ch$ 2,438 million
that had been established in 2000 and the conversion of the financial statements
of foreign subsidiaries according to the rules in BT 64 of the Chilean
Accountants Association by Ch$ 2,029 million in 2001 (Charge by Ch$ 1,691
million in 2002).

     Financial expenses consist principally of interest on bonds and Coca-Cola
Embonor's bank credit facility. The fall in such expenses from 2001 to 2002 is
principally due to the renegotiation of Coca-Cola Embonor's banking liabilities
and the prepayment of Series A Bonds. In addition, the exchange differential in
2002 was positive while there was a charge to income in 2001.

     Other non-operating expenses consist of holding expenses and amortization
of prepaid expenses. The increase between the year ended December 31, 2001 and
the year ended December 31, 2002 is principally due to the conversion of the
financial statements of foreign subsidiaries according to the rules in BT 64 of
the Chilean Accountants Association by Ch$ 1,691 million in 2001 (income by Ch$
2,029 million in 2002), to a decrease in the conversion for entities abroad as
well as the expense of previously deferred expenses relating to the issuance of
Series A bonds because of the prepayment of such bonds.

     The amount of foreign exchange gain that is attributable to operations in
unstable countries because these amounts have been remeasured into US dollars,
for 2001 and 2002 was Ch$ 3,687 million and Ch$ 682 million, respectively.


                                       53
<PAGE>

     Income Taxes

     The total provision for income taxes for the year ended December 31, 2002
was an expense of Ch$1,181 million, as compared to an expense of Ch$1,277
million in 2001. Coca-Cola Embonor's effective consolidated tax rate for the
year ended December 31, 2002 was a positive 6.4%, as compared to negative rate
of 12.2% for the year ended December 31, 2001. See "Operating
Results--Differences in Operating Conditions--Income Taxes".

     Minority Interest

     Minority interest in subsidiaries represented a loss of Ch$63 million in
2001 compared with a loss of Ch$249 million in 2002. The change is principally
due to a smaller loss in Socap whose net loss was Ch$2,747 million in 2001 and
Ch$2,042 million in 2002.

     Net Income (Loss)

     As a result of the items discussed in the preceding paragraphs, the
consolidated net loss for the year ended December 31, 2002 was Ch$16,638
million, as compared to a consolidated net loss in 2001 of Ch$8,790 million. The
net loss in the 2002 fiscal year was more than Ch$ 7,848 million less than the
loss of Ch$ 8,790 million in 2001. This loss in 2001 and 2002 was affected by
the amortization of goodwill which is a non-cash item. Amortization for the year
ended December 31, 2001 and 2002 amounted to Ch$ 17,902 million and Ch$ 18,231
million, respectively.

     For a discussion of governmental economic, fiscal, monetary and political
policies that could materially affect, directly or indirectly, Coca-Cola
Embonor's operations or investments by Chilean shareholders, see the risk
factors captioned "Risks Relating to Chile", "Risks Relating to Peru" and "Risks
Relating to Bolivia" under "Key Information--Risk Factors" (Item 3).


                                       54
<PAGE>

     Results of Operations for the Years Ended December 31, 2002 and 2003

<TABLE>
<CAPTION>
                                              Year ended December 31,
                                              -----------------------
                                               2002             2003           Variance
                                               ----             ----           --------
                                    (in millions of Ch$, except percentages)      %
<S>                                          <C>              <C>                 <C>
Net sales ..........................     Ch$ 241,095      Ch$ 221,081             (8.3)
Cost of sales ......................        (140,679)        (133,114)            (5.4)
                                            --------         --------         --------
   Gross profit ....................         100,416           87,967            (12.4)
Administrative and Selling expenses          (80,451)         (71,642)           (10.9)
                                            --------         --------         --------
   Operating Income ................          19,965           16,325            (18.2)
Non-operating Income (expenses) ....         (38,431)         (53,497)            39.2

Income taxes, extraordinary items
and minority interest ..............           1,802            3,037             68.6

   Amortization of Negative Goodwill              26               37             42.3
                                            --------         --------         --------
Net loss ...........................     Ch$ (16,638)     Ch$ (34,098)           104.9
                                            ========         ========         ========
</TABLE>

Net Sales

     Coca-Cola Embonor's net sales for the year ended December 31, 2003 were
Ch$221,081 million, as compared to Ch$241,095 million for the same period in
2002, representing a decrease of 8.3%. The consolidated sales volume was 186.7
million unit cases, which represents a 5.5% increase compared to the previous
year. Broken down by country, the sales volume increased 6.3% in Chile,
increased 3.3% in Peru and 10.0% in Bolivia.

     Sales in Chile increased 3.1% in 2003 as compared to 2002. This increase
was principally due to a 6.3% increase in volume. The reason for the increase in
volume reflects a higher demand in the industry in general. Sales are effected
also due to lower average prices and due to a strong competitive environment,
mainly from supermarkets own brands and also from "B" brands as described in
item 4 B. B brand products have a lower price structure. Such products have
principally hurt the sales of Coca-Cola and Fanta. In Chile, there is also an
increasing tendency towards non-returnable bottles. In Chile the percentage of
the Company's sales that result from non-returnable bottles increased from 35.0%
in 2002 to 38.9% in 2003.

     Sales in Bolivia in Chilean peso decreased by 13.8% in 2003 as compared to
2002. This decrease is principally explained by a Chilean peso appreciation
(18.4% in 2003) . Prices in local currency decreased by 1.4%; however, this was
partially off-set by an increase in volume sold. The volume increase was
principally due to higher sales of the Simba, Tai and Coca-Cola soft drinks
products during the year.

     Sales in Peru in Chilean peso decreased 20.5% in 2003 as compared to 2002.
The decrease was due to both an price reduction and Chilean peso appreciation.
Prices in local currency decreased by 2.3%. Volume increased by 3.3% in 2003
compared to 2002, most of which was due to increases in sales at Inca Kola, and
Coca-Cola soft drinks, and also the penetration in the market of the new 8 ounce
bottles. This was due to efficiency savings in the distribution network and
subsequent cost savings being passed to the consumer to protect market share.

     Cost of Sales

     Cost of sales was Ch$133,114 million during the year ended December 31,
2003 as compared to Ch$140,679 million in the corresponding period of 2002,
representing a decrease of 5.4%. This decrease is principally explained by the
appreciation of the Chilean peso in comparison with the US Dollar by 18.4%
during the year ended December 31, 2003. As a percentage of net sales, cost of
sales increased to 60.2% in the year ended December 31, 2003, compared to 58.4%
in the corresponding period in 2002.

     Cost savings were achieved by transferring the management of some
distribution centers to third parties to protect market share. This helped to
reduce costs by a reduction in headcount at these centers.


                                       55
<PAGE>

     Gross Profit

     Gross profit during the year ended December 31, 2003 totaled Ch$87,967
million as compared to Ch$100,416 million in the corresponding period in 2002.
As a percentage of net sales, gross profit was 39.8% during the year ended
December 31, 2003 as compared to 41.6 % during the year ended December 31, 2002.

     Administrative and Selling Expenses

     The following table shows, for the periods indicated, relevant information
about the components of administrative and selling expenses:

                                     Year ended December 31,
                                          2002      2003    Variance   Variance
                                       (in millions of Ch$)                %

Administration and marketing salaries    24,385    22,053    (2,332)      (9.6)
Sales commissions ...................     2,757     2,637      (120)      (4.4)
Advertising .........................    17,287    13,406    (3,881)     (22.5)
Freight and transportation ..........    18,258    14,522    (3,736)     (20.5)
Depreciation ........................     5,516     6,167       651       11.8
Other ...............................    12,248    12,857       609        5.0
                                         ------    ------    ------     ------
              Total .................    80,451    71,642    (8,809)     (10.9)
                                         ======    ======    ======     ======

     Administrative and selling expenses totaled Ch$71,642 million during the
year ended December 31, 2003. Such expenses were Ch$80,451 million in the
corresponding period in 2002. As a percentage of net sales, administrative and
selling expenses were 32.4% for the year ended December 31, 2003 and 33.4% for
the corresponding period in 2002.

     Administration and marketing salaries declined by 9.6%, mainly as a result
of the lower administration headcount at distribution centers.

     In local currency, advertising costs increased 13.0% in Chile, 24.3% in
Peru and not significantly in Bolivia. This increase was mainly as a result of
higher volume. Advertising costs in Chilean peso decreased by 22.5%, mainly due
to Chilean peso appreciation with affect Peruvian and Bolivia figures.

     Freight and transportation costs were down in 2003 versus 2002 by 20.5%,
mainly due to lower distribution costs in Peru by 3.8% in local currency.

     Depreciation increased during 2003 as a result of the increase in sales
volume, because the depreciation of machinery and transport equipment had been
calculated according to the real time of use of the assets. Depreciation in
local currency increased 1.0% in Chile, 4.0% in Peru and 0.9% in Bolivia.

     "Other" mainly consists of cleaning and repair costs for warehouses and
also utility costs such as water, gas and electricity. The increase in 2003 was
mainly due to higher sales volume in unit cases.

     Operating Income

     Operating income for the year ended December 31, 2003 was Ch$16,325
million. This represented a 18.2 % decrease, as compared to Ch$19,965 million in
the corresponding period in 2002. Operating income represented 7.4% of net sales
in 2003 compared to 8.2% in the previous year, due fundamentally to a drop in
unit income in the Peru and Bolivia franchises and due largely to the Peru
operation's performance since the Chile and Bolivia operations generated
Operating Income of Ch$17,017 million taken together. The amount of Coca-Cola
Embonor's operating income that had been generated in Chile in the year 2003 was
approximately 90.3% (13.9% in Bolivia and -4.2% in Peru). In local currencies,
operating income decreased by 0.8% between 2002 and 2003 in Bolivia and by 123%
in Peru. Due to the fact that both countries use US dollars for the purpose of
reporting in Chilean GAAP and due to the fact that there was an appreciation of
the Chilean peso compared to the US dollar of 18.4%, such operating income
decreased in Bolivia from Ch$2,883 million to Ch$2,270 million for the year
ended December 31, 2003 as compared to the year ended December 31, 2002 while
operating income in Peru decreased from Ch$3,542 million for the year ended
December 31, 2003 as compared to Ch$(692) million for the year ended December
31, 2002.


                                       56
<PAGE>

        Non-operating Income (Expenses), Net

The following table shows, for the periods indicated, a summary of non-operating
income (expenses):

<TABLE>
<CAPTION>
                                                        Years ended December 31,
                                                             2002        2003     Variance     Variance
                                                           (in millions of Ch$)                    %
<S>                                                        <C>         <C>         <C>          <C>
Financial income ......................................      5,368       6,959       1,591        29.6
Participation in net income (loss) of related companies       (318)         54         372      (116.9)
Other non-operating income ............................      2,005       6,215       4,210       210.0
Financial expenses ....................................    (18,548)    (17,310)      1,238        (6.7)
Other non-operating expenses ..........................    (10,295)    (36,386)    (26,091)      253.4
Amortization of goodwill ..............................    (18,231)    (17,264)        967        (5.3)
Price-level restatement ...............................        906         200        (706)      (77.9)
Foreign exchange gain (loss) ..........................        682       4,035       3,353       491.6
                                                           -------     -------     -------     -------
Non-operating expense .................................    (38,431)    (53,497)    (15,066)      (39.2)
                                                           =======     =======     =======     =======
</TABLE>

     Non-operating expense was Ch$53,497 million for the year ended December 31,
2003 compared to Ch$38,431 million for the corresponding period in 2002.
Financial income consists principally of income generated by investments. The
increase in financial income from Ch$ 5,368 million in 2002 to Ch$ 6,959 million
in 2003 is explained principally by interest of time deposits and the
recognition of gains on swaps and forwards transactions.

     The expense generated from the share of net income in related parties
mainly due to the net income generated by Envases Central during 2003 in
comparision with losses generated in 2002.

     Other non-operating income increased from Ch$ 2,005 million in 2002 to Ch$
6,215 million in 2003. The increase is principally due to a positive effect on
Translation adjustment in foreign investments in Peru and Bolivia to Ch$ 2,969
million in 2003 and the release of a part of the provision for bottle guarantees
resulting from a bottle census taken during December 2003 as of Ch$ 1,888
million (Ch$ 19 million in 2002).

     Financial expenses consist principally of interest on bonds and Coca-Cola
Embonor's bank credit facility. The fall in such expenses from 2002 to 2003 is
principally due to the renegotiation of Coca-Cola Embonor's banking liabilities
and prepayment of Series A Bonds in December 2002 and the amortization during
2003.

     Other non-operating expenses consist of holding expenses and amortization
of prepaid expenses. The increase in the non-operating loss is due mainly to the
recognition in income of a loss from the sale of the investment in Peru totaling
Ch$26,318 million, the early recognition of deferred expenses because of the
prepayment of part of the series B bonds, of the entire Chilean syndicated loan
and a part of the bilateral loan with Wachovia Bank in the amount of Ch$2,803
million and a negative effect on Translation adjustment in foreign investments
in Peru and Bolivia to Ch$ 1,691 million as of December 31, 2002.

     The amount of foreign exchange gain that is attributable to operations in
unstable countries (Bolivia and Peru), because these amounts have been
remeasured into US dollars, for 2003 and 2002 was Ch$ 4,035 million and Ch$ 682
million respectively. See Note 26 to Coca-Cola Embonor's consolidated financial
statements.

     Income Taxes

     The total provision for income taxes for the year ended December 31, 2003
was an expense of Ch$1,092 million, as compared to an expense of Ch$1,181
million in 2002. Coca-Cola Embonor's effective consolidated tax rate for the
year ended December 31, 2003 was a positive 4.5%, as compared to positive rate
of 6.4% for the year ended December 31, 2002. See "Operating
Results--Differences in Operating Conditions--Income Taxes".


                                       57
<PAGE>

     Minority Interest

     Minority interest in subsidiaries represented a loss of Ch$249 million in
2002 compared with a income of Ch$1,361 million in 2003. The change is
principally due to a loss in ELSA Bottling whose net income was Ch$2,617 million
in 2002 and net loss Ch$3,639 million in 2003.

     Net Income (Loss)

     As a result of the items discussed in the preceding paragraphs, the
consolidated net loss for the year ended December 31, 2002 was Ch$16,638
million, as compared to a consolidated net loss in 2003 of Ch$34,098 million.
The net loss in the 2003 fiscal year was more than Ch$ 17,460 million more than
the loss of Ch$ 16,638 million in 2002. This loss in 2002 and 2003 was affected
by the amortization of goodwill which is a non-cash item. Amortization for the
year ended December 31, 2002 and 2003 amounted to Ch$ 18,231 million and Ch$
17,264 million, respectively.

     For a discussion of governmental economic, fiscal, monetary and political
policies that could materially affect, directly or indirectly, Coca-Cola
Embonor's operations or investments by Chilean shareholders, see the risk
factors captioned "Risks Relating to Chile", "Risks Relating to Peru" and "Risks
Relating to Bolivia" under "Key Information--Risk Factors" (Item 3).

B.   LIQUIDITY AND CAPITAL RESOURCES

     Coca-Cola Embonor's principal liquidity and capital resource requirements
are to finance customer account receivables, inventories and fixed assets
improvements. These resources are also used to finance the repayment of
indebtedness. Coca-Cola Embonor's primary sources of liquidity have been funds
from:

     o    operations, and

     o    borrowings from commercial banks, both internationally and within
          Chile, and bonds.

     At December 31, 2003, total consolidated liabilities of Coca-Cola Embonor,
excluding minority interest, were Ch$243,672 million. Ch$26,764 million of this
amount was the current portion of long-term bank indebtedness and Ch$5,968
million was short-term bank liabilities. Ch$29,994 million was long-term bank
indebtedness.

     At December 31, 2002, total consolidated liabilities of Coca-Cola Embonor,
excluding minority interest, were Ch$297,308 million. Ch$17,894 million of this
amount was the current portion of long-term bank indebtedness. Ch$63,162 million
was long-term bank indebtedness.

     At December 31, 2001, total consolidated liabilities of Coca-Cola Embonor
excluding minority interest, were Ch$300,955 million. Ch$15,226 million of this
amount was the current portion of long-term bank indebtedness. Ch$44,361 million
was long-term bank indebtedness.

     The increase in the current liabilities in 2003 compared to 2002 is due
mainly to the presentation in the short term of the prepayment of part of the
series B bonds, the entire Chilean syndicated loan and part of the bilateral
loan with Wachovia Bank made in 2004. There is also an increase in provisions
due to the recognition of the loss on the sale of the Peruvian operation. This
change results in a drop in the consolidated liquidity ratio, which decreased
from 0.91 to 0.47. The increase in the current liabilities in 2002 compared to
2001 is explained by the transfer to short term of the principal under the
syndicated loan and Chilean bonds series A owed by the Company, which were be
paid during 2003. This change resulted in a decrease in the Company's liquidity
ratio, which changed from 1.29 to 0.91. See "Information on the Company--History
and Development of the Company--Debt Refinancing" (Item 4).


                                       58
<PAGE>

The following table shows, for the years indicated, a summary of cash flow:

<TABLE>
<CAPTION>
                                  As of December 31,           Variance      Variance
                            2001         2002         2003     2001-2002     2002-2003
                                 (in millions of Ch$)              %             %
<S>                        <C>          <C>         <C>          <C>          <C>
Operating activities       33,655       28,188       15,534       (16.24)      (44.89)
Finance activities            299       (9,751)     (24,005)    (3,361.2)     (146.17)
Investment activities     (10,030)     (20,662)      (8,700)     (106.00)       57.89
                         --------     --------     --------     --------     --------
Total Net cash flow        23,924       (2,225)     (17,171)     (109.30)     (671.63)
                         --------     --------     --------     --------     --------
</TABLE>

     Cash flow generated by operating activities decreased from Ch$28,188
million in 2002 to Ch$15,534 million in 2003. This variation was principally the
result of a decrease in collection of sales receivables and smaller payments to
suppliers and employees and VAT and other similar taxes paid. Cash flow
generated by operating activities decreased from Ch$33,655 million in 2001 to
Ch$28,188 million in 2002. This was a result of a decrease in both the recovery
of trade accounts receivable and in other revenue, principally a decrease in
recovered income taxes.

     Coca-Cola Embonor's borrowings under its loans accrued and bonds were
Ch$519 million in 2001, Ch$36,569 million in 2002 and Ch$6,651 million in 2003.
Cash flows provided by financing activities amounted to Ch$ 299 million in 2001,
and net cash flows used in financing activities amounted to Ch$ 9,751 million in
2002 and Ch$ 24,005 million in 2003. The difference in 2003 from 2002 stemmed
principally from the payment to the Chilean syndicated banks of Ch$17,645
million and on the Chilean Bonds A of Ch$18,193 million, and on smaller secured
loans.

     In 2002, the net negative cash flow from investing activities was Ch$
20,662 million, compared with the net negative cash flow of Ch$ 8,700 million in
2003. This variation was principally the result of an increase in collection of
loans to related companies and a decrease in additions to property, plant and
equipment. The net negative cash flow from investing activities decreased to Ch$
20,662 million in 2002 from Ch$ 10,030 million in 2001. The change was a result
of the fact that, in 2002, the Company did not receive payments for loans made
to related companies while extending additional loans to related companies.

     In 2003, the principal uses of cash were payment to suppliers and employees
of Ch$211,726 million, interest paid of Ch$ 18,596 million, VAT and other
similar taxes paid of Ch$18,113 million, loan and bond payments of Ch$36,912
million and additions to property, plant and equipment of Ch$12,881 million.

     In 2002, the principal uses of cash were payment to suppliers and employees
of Ch$221,847 million, interest paid of Ch$18,187 million, VAT and other similar
taxes paid of Ch$19,142 million, loan and bond payments of Ch$46,071 million and
additions to property, plant and equipment of Ch$15,372 million.

     In 2001, the principal uses of cash were payments to suppliers and
employees of Ch$231,084 million, interest paid of Ch$19,329 million, VAT and
other similar taxes paid of Ch$38,074 million and additions to property, plant
and equipment of Ch$13,812 million.

     Coca-Cola Embonor believes that cash flows generated by operations, cash
balances and available lines of credit, including supplier credit and borrowings
from third parties, will be sufficient to meet Coca-Cola Embonor's working
capital, debt service and capital expenditure requirements for the foreseeable
future.

     Capital resources for working capital and capital expenditures normally are
covered with operations cash flow, given the levels of inventory and accounts
receivable turnover and that no major capital expenditures are required.

     The following table sets forth our capital expenditures (before sales of
property, plant and equipment) for the periods indicated on a consolidated and
by segment basis:


                                       59
<PAGE>

     Consolidated Capital Expenditures

                                            As of December 31,
                                        2001       2002        2003
                                           (in millions of Ch$)

Land, buildings and coconstruction        899        627        282
Machinery and equipment                 1,692      2,175      1,932
Advertising equipment                     855        717        746
Bottles and cases                       9,894     11,585      9,281
Software and hadware                      472        241        259
Others                                      -         27        381
                                       ------     ------     ------
Total                                  13,812     15,372     12,881
                                       ------     ------     ------


     Capital Expenditures by Segment

                                            As of December 31,
                                        2001       2002        2003
                                           (in millions of Ch$)

Chile                                   5,828      5,647      5,439
Bolivia                                 2,915      2,810      2,098
Peru                                    5,069      6,915      5,344
                                       ------     ------     ------
Total                                  13,812     15,372     12,881
                                       ------     ------     ------


     Our capital expenditures in 2003 focused on investment in returnable
bottles and cases, increasing plant operating efficiencies, improving the
efficiency of our distribution infrastructure and applying information
technology. Through these measures, we strive to improve our profit margins and
overall profitability.

     We estimate that a majority of our projected capital expenditures for 2004
will be spent in our Chilean territories. We believe that internally generated
funds will be sufficient to meet our budgeted capital expenditure for 2004. Our
capital expenditure plan for 2004 may change based on market and other
conditions and our results of operations and financial resources. We estimate
that our capital expenditures in 2004 would be approximately of Ch$ 8,800
million.

C.   RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

     Not applicable

D.   TREND INFORMATION

     The most significant trends in production, sales and inventory, the state
of the order book and costs and selling prices since the end of the last fiscal
year are outlined below:

o    B-Brands. Competition from low price brands, known as B-Brands, lost ground
     in Chile, Peru and Bolivia, reflecting a market share decrease of 2.9% in
     Chile, 2.2% in Peru and 1.0% in Bolivia during the year 2003. This is the
     result of our new value priced driven strategy applied across all markets:
     Tai for Chile, Simba for Bolivia, and Fanta for Peru. The innovation of
     flavors, packaging and brands is key to maintaining our leadership position
     and prevent new incoming B-Brands. This also provides continuity over time
     and the ability to compete effectively against the variety of flavors
     existing


                                       60
<PAGE>

     on the market. As a result of the divestiture of our operation in Peru,
     where the competition from B-Brands was the toughest, we are now in a
     leading position within the industry, with B-Brands accounting for less
     than 20% of the Market.

o    Package mix. The package mix has experienced the following trends since the
     end of the last fiscal year:

     -    In all markets we have seen a slight trend towards one-way formats.
          The company has developed a number of alternative refillable packages
          in order to slow down the adoption rate at which the returnable format
          becomes less relevant. Among these, the most important are the single
          serving 192 cc and 237 cc refillable glass categories, which are
          growing at a higher rate than the rest of the packages.

     -    The increasing consumption of single-serve packages yields higher
          profit margins but lower sales prices to customers, which in return
          allows Embonor to improve its position against competitors.

     -    Returnable packages continue to be the dominant type in the markets in
          which we operate and the trend is expected to continue for the next 2
          to 3 years.

     -    With respect to Channels, sales through Supermarkets have not
          increased significantly, the higher proportion being in Chile, where
          it accounts for 23% of the total sales.


o    Financial markets. Interest rates have declined significantly, allowing us
     to lower interest expenses, and the sale of ELSA Bottling in early 2004 has
     allowed us to decrease significantly our financial debt via application of
     all the proceeds to prepayment of existing liabilities.

E.   OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any off-balance sheet arrangements as of December 31, 2003.

F.   TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

     The following summarizes Coca-Cola Embonor's contractual cash obligations
and commercial commitments at December 31, 2003, and the effect such obligations
are expected to have on liquidity and cash flow in future periods.

<TABLE>
<CAPTION>
Contractual Obligations                           Payment due by period in millions of constant pesos of December 31, 2003
                                                  ------------------------------------------------------------------------
                                                     Total       Less than 1      1-3-years      3-5 years        More than 5
                                                                     year                                            years
<S>                                                 <C>             <C>               <C>          <C>               <C>
Long term debt including current maturities         179,900         55,360            304          117,045           7,191
Operating Leases                                          -              -              -                -               -
Unconditional purchase obligations                        -              -              -                -               -
                                              --------------------------------------------------------------------------------
Total contractual obligations                       179,900         55,360            304          117,045           7,191
                                              --------------------------------------------------------------------------------
</TABLE>

     On December 31, 2003, we had cash and cash equivalent of Ch$ 6,633 million,
total short term debt of Ch$ 102,895 million and long term debt of Ch$ 140,777
million. In addition cash was increased during year 2004 by the sale of our
Peruvian subsidiary ELSA Bottling. The price was US$129.9 million (Ch$ 77,135
million), which was paid on January 29, 2004. With the funds received from the
sale of the Peruvian investment the following debts were paid:

     On January 30, 2004, there was a voluntary redemption of the 72.67% Series
B bonds through Banco BICE in the amount of Ch$19,828 million.

     On February 3, 2004, part of the loan with Wachovia Bank in the amount of
US$7.5 million (Ch$ 4,454 million) was prepaid.


                                       61
<PAGE>

     The entire syndicated loan between Coca-Cola Embonor S.A. and Citibank
N.A., Chile Branch and other banks, was prepaid on February 4, 2004. The amount
paid was Ch$26,949 million.

     The following chart sets forth the long-term debt obligations breakdown of
the company and its subsidiaries by currency and interest rate type as of
December 31, 2003:

Long-term debt obligations      % total debt    % floating       Average rate
                                               interest rate          (1)

U.S. dollars                        67.3%           25.3%            8.34%
Chilean pesos                       32.7%           53.1%            5.18%

----------

(1)  Annualized average interest per currency as of December 31, 2003.

     Other commercial commitments of Coca-Cola Embonor consist of the following
items:

<TABLE>
<CAPTION>
Other Commercial commitments                     Payment due by period in millions of constant pesos of December 31, 2003
                                      ---------------------------------------------------------------------------------------------
                                              Total       Less than 1 year        1-3-years        3-5 years      More than 5 years
<S>                                           <C>               <C>                   <C>              <C>                <C>
Lines of credit                                    -                 -                 -                -                  -
Guarantees                                         -                 -                 -                -                  -
Standby repurchase obligations                     -                 -                 -                -                  -
Other commercial commitments (1)              14,619            14,619                 -                -                  -
                                      ---------------------------------------------------------------------------------------------
Total commercial commitments                  14,619            14,619                 -                -                  -
                                      ---------------------------------------------------------------------------------------------
</TABLE>

----------

(1) We maintain contracts with Coca-Cola and other suppliers to purchase certain
amounts of raw materials. These contracts are all short-term in nature and are
included in accounts payable in our financial statements.


                                       62
<PAGE>

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.   DIRECTORS AND SENIOR MANAGEMENT

Coca-Cola Embonor is managed by its board of directors. Under the estatutos, or
bylaws, they are elected for a term of two years. The board currently consists
of seven directors who were elected by Coca-Cola Embonor's shareholders at a
shareholders meeting in April, 2003, and will stand for reelection at the
shareholders' meeting in April 2005.

     Under the bylaws of Coca-Cola Embonor, as amended to date, six directors
and their alternates are to be elected by holders of the Series A shares. One
director and his or her alternate is to be elected by holders of the Series B
shares. The bylaws provide that if a vacancy occurs during the term, the board
of directors has the right to elect a temporary director to fill the vacancy.
This person will act as director until the next regularly scheduled meeting of
shareholders when the entire board of directors will be elected.

     As regards the election of directors, a shareholder of the Series A shares
may vote all of its shares in favor of one nominee of that series or may
apportion its shares among any number of the nominees. These voting provisions
insure that a shareholder owning 14.3% of the Series A shares outstanding is
able to elect a representative to the board of directors. A shareholder owning a
majority of the Series B shares outstanding is able to elect the sole director
of that series.

Coca-Cola Embonor's current seven directors are:

                       Name                               Position
                       ----                               --------

       Hernan Vicuna Reyes .....................    Chairman of the Board
                                                    of Directors
       Manuel Antonio Tocornal Astoreca.........    Director
       Diego Hernan Vicuna Garcia-Huidobro......    Director
       Jorge Lesser Garcia-Huidobro.............    Director
       Leonidas Vial Echeverria.................    Director
       Glenn Jordan Schoenbohm..................    Director
       Mariano Rossi Rosales....................    Director

     Hernan Vicuna Reyes, 77, has been Chairman of the Board since 1969. Mr.
Vicuna is also a member of the board of directors of Iquique and Distribuidora
Direnor S.A. (translated as Direnor Distributing Company).

     Manuel Antonio Tocornal Astoreca, 69, has been a director since 1995. He is
also a director of Maderas Prensadas Cholguan, Pesquera Iquique Guanaye S.A. and
Empresa Pesquera Eperva S.A.

     Diego Hernan Vicuna Garcia-Huidobro, 48, son of Mr. Hernan Vicuna Reyes,
has been a director since 1987. He is also a director of Iquique and Direnor.
Mr. Vicuna has an architectural degree from Universidad Catolica de Chile.

     Jorge Lesser Garcia-Huidobro, 47, has been a director since April, 1999.
Mr. Lesser was the Sub General Manager of Endesa-Chile from December 1997 until
June 1999. He was the Chief Financial Officer of Endesa-Chile from August 1990
to November 1995. Mr. Lesser has been the Sales and Finance Manager of Sociedad
Pesquera Coloso S.A. and the Finance Manager of Celulosa Arauco y Constitution
S.A. He has been the Chairman of Endesa-Chile Overseas, Vice Chairman of
Inverandes and a director of El Chocon and Argelec. He holds a degree in
industrial civil engineering from the University of Chile. Mr. Lesser is the
cousin of Mr. Diego Hernan Vicuna Garcia-Huidobro.

     Leonidas Vial Echeverria, 52, has been a director since April, 2000. Mr.
Vial was born on June 6, 1952. He is married and has 7 children. He is
Vice-Chairman of Bolsa de Comercio de Santiago, Chairman and senior partner of
Larrain Vial S.A., Director of the Boards of Endesa, Empresas Santa Carolina
S.A., Cic S.A., Compania Industrial El Volcan S.A. and Coca-Cola Embonor S.A.


                                       63
<PAGE>

     Glenn Jordan Schoenbohm, 47, was born in Santa Fe de Bogota, Colombia in
1957. He graduated as an industrial engineer at the Los Andes University. He has
a 24-year career with The Coca-Cola Company in a variety of management jobs in
Colombia, Atlanta, Brazil and Argentina. He is the President of Coca-Cola, South
Latin America Division, comprising Argentina, Bolivia, Chile, Ecuador, Paraguay,
Peru and Uruguay. He has been a member of the Board of Directors of Embonor S.A.
since 2001. He is also Director of other bottlers' Boards, such as Embotelladora
Andina S.A. and Montevideo Refrescos S.A.

     Mariano Rossi Rosales, 38, has been a member of the Board of Directors of
Embonor S.A. since 2001. Mr. Rossi holds a degree in Business Administration
from the Buenos Aires University, Argentina. He joined The Coca-Cola Company in
Spain in 1991. Since 1998, he has been Financial Director of Coca-Cola, South
Latin America Division. He also serves on the board of Embotelladora Polar S.A.
(Chile), Montevideo Refrescos S.A. (Uruguay) and other companies operating
within the SLAD.

     Coca-Cola Embonor's current executive officers are:

                   Name                               Position
                   ----                               --------

     Andres Vicuna Garcia-Huidobro......  Corporate General Manager
     Fernando Grez Spikin...............  Corporate Operations Manager
     Roger Ford ........................  Corporate Chief Financial Officer
     Cristian Hohlberg Recabarren.......  Corporate Business Development Manager
     Ricardo Leon Delpin................  Corporate Controller
     Jorge Herrera Ronco................  Corporate Planning and Studies Manager
     Alex Hughes Montealegre............  Technical Manager
     Agustin Riveros Quiroz.............  MS Manager

     Andres Vicuna Garcia-Huidobro, 45, son of Mr. Hernan Vicuna Reyes, has been
Chief Executive Officer of Coca-Cola Embonor since 2000. He was a director from
1990 to April 2000, and was the Executive Vice President and Chief Executive
Officer of Coca-Cola Embonor from 1990 to April 1999. Mr. Vicuna is also a
Director of Embol Bottling, Iquique and Envases. He holds a degree in commercial
engineering from the Universidad Catolica de Chile and an M.S. degree from the
London School of Economics.

     Fernando Grez Spikin, 48, has been Chief Operations Manager of Coca-Cola
Embonor since 1997. From 1980 to 1981 he worked as Engineer for Embotelladora
Andina, from 1982 to 1992 as Manager of Embotelladora Williamson Balfour in
Talca, Concepcion and Vina del Mar, from 1992 to 1994 as General Director of
Refrige in Portugal, from 1994 to 1997 as President to Rio de Janeiro Refrescos
in Brazil. Mr. Grez holds a civil and industrial engineering degree from
Universidad Catolica de Chile.

     Roger Ford, 43, has been Coca-Cola Embonor's Chief Financial Officer since
May 2001. Previously, he was Finance Manager of Coca-Cola of Chile from 1997 to
2001. Mr. Ford holds a Bachelor of Arts in Economics and Masters of Business
Administration from Rice University in Houston.

     Cristian Hohlberg Recabarren, 45, has been Coca-Cola Embonor's Business
Development Manager since 1999, Chief Financial Officer from 1995 to 1999, and
General Manager from January, 1997 to June, 1999. He joined Coca-Cola Embonor in
1993 after serving as economic counselor at the Chilean Embassy in Washington
D.C. Mr. Hohlberg is also a Director of Embol Bottling. He holds a degree in
commercial engineering from the Universidad Catolica de Chile and an MBA from
the University of Notre Dame.

     Ricardo Leon Delpin, 61, has been Coca-Cola Embonor's Controller since 1999
and was the Administrative and Finance Manager of Embonor Bottling from 1993 to
1999. Previously, during 1978 and 1982, he worked as Administrative and Finance
Manager to Embotelladora Concepcion, during 1968 and 1978 as Manager of Cia.
Acero del Pacifico in Talcahuano and from 1966 to 1967 as Manager at Grace &
Cia. Mr. Leon holds a degree in commercial engineering from Universidad de
Concepcion.

     Jorge Herrera Ronco, 41, has been the Planning & Studies Manager of
Coca-Cola Embonor since December 1999. Before that, he was the Marketing Manager
for Coca-Cola Embonor and The Coca-Cola Company's Chilean North Region. Mr.
Herrera has a degree in commercial engineering from the Universidad de Santiago
and an MBA from Harvard University.

     Alex Hughes Montealegre, 57, has been Coca-Cola Embonor's Engineering &
Technical Manager since 1987. From 1985 until 1986 he was the Bottling Manager
of Cuyo's Brewery based in Argentina, Mechanic Engineer from 1976 until 1985 of


                                       64
<PAGE>

Mendoza Refrescos, and Production Manager from 1972 until 1974 of Comecanica in
Chile. He holds a degree in Mechanics Execution Engineering.

     Agustin Riveros Quiroz, 45, has been Coca-Cola Embonor's Information &
Communication Technology Manager since 1997. Previously, he was the System's
Manager to Corpora Tres Montes from 1991 until 1997, Assistant Manager to
Synapsis from 1989 until 1991, Teacher and Project Manager to Universidad
Tecnologica Metropolitana from 1987 until 1991 and Consultant to Ernst & Young
Limitada from 1987 until 1989. Mr. Riveros holds a degree in Computer Systems
Engineering from Universidad Santiago and a MS Computer Science from Universidad
de Chile.

B.   COMPENSATION

     Directors and alternates are paid a monthly fee for attendance at board
meetings. Coca-Cola Embonor does not disclose to its shareholders or otherwise
make available to the public information as to the compensation of its
individual executive officers. Coca-Cola Embonor does not maintain any pension
or retirement programs for its directors or executive officers. For the years
ended December 31, 2002 and 2003, the aggregate amount of compensation paid by
Coca-Cola Embonor to all directors and executive officers as a group was Ch$ 268
million and Ch$ 274 million. As of December 31, 2003, compensation paid to the
key executives of Coca-Cola Embonor S.A. amounted to Ch$ 1,324 million (Ch$
1,536 million in 2002).

C.   BOARD PRACTICES

     Coca-Cola Embonor is managed by its board of directors. Under the
estatutos, or bylaws, they are elected for a term of two years. The board
currently consists of seven directors who were elected by Coca-Cola Embonor's
shareholders at a shareholders meeting in April 2004. Coca-Cola Embonor does not
provide benefits to its directors upon termination of employment. Coca-Cola
Embonor has an audit committee formed by three members of the board of
directors, which reviews financial statements and projections and matters
relating to remuneration.

     Coca-Cola Embonor's members of the audit committee are:

              Name                                          Position
              ----                                          --------

Manuel Antonio Tocornal Astoreca.................Chairman of the Audit Committee
Leonidas Vial Echeverria.........................Director
Jorge Lesser Garcia-Huidobro.....................Director

     The members of the Audit Committee are paid a monthly fee for attendance at
board meetings. For the years ended December 31, 2002 and 2003, the aggregate
amount of compensation paid by Coca-Cola Embonor to all members of the audit
committee was Ch$ 9.1 million and Ch$ 9.1 million.

D.   EMPLOYEES

     At December 31, 2003, Embonor had 4,148 employees, including 1,278 in Chile
and 1,059 in Bolivia. Prior to the sale of ELSA Bottling, Embonor had 1,811
employees in Peru. At December 31, 2002, Embonor had 4,193 employees, including
1,282 in Chile, 1,847 in Peru and 1,064 in Bolivia. At December 31, 2001,
Coca-Cola Embonor had approximately 4,231 employees, including 1,333 in Chile,
1,835 in Peru and 1,063 in Bolivia.

     During the warmer months of October through March, it is customary for
Coca-Cola Embonor to increase its number of employees in order to meet peak
demand. The number of temporary employees employed during such months was 750 in
2003, 700 in 2002 and 664 in 2001.

     At December 31, 2003, 2002 and 2001, approximately 69.0% of Coca-Cola
Embonor's employees in Chile and 49.5% of Coca-Cola Embonor's employees in
Bolivia, were members of unions. In Peru as of December 31, 2003, approximately
30.3% were members of unions. In Chile, unionized employees are represented by
one or two unions at each plant. Coca-Cola Embonor's collective bargaining
agreements with the various unions are for a term of two years. Coca-Cola
Embonor expects positive outcomes to renegotiations of all these agreements when
they become due for renewal. Employees dismissed without cause are generally
entitled to severance pay equivalent to one month's salary for every year of
employment. However,


                                       65
<PAGE>

the severance for employees hired after 1981 may not exceed 11 months' pay.
Coca-Cola Embonor contributes to a health insurance system of government and
privately operated facilities. It does not contribute to pension funds. This is
because employees are subject to mandatory contributions to privately managed
pension funds or, for some older employees, government sponsored pension funds.
Management believes it has good relations with its employees. In Bolivia, each
plant has its own union.

E.   SHARE OWNERSHIP

     The share ownership of certain directors and executive officers as of
December 31, 2003 is as follows:

<TABLE>
<CAPTION>
                      Name                             Number Share     Percent     Series
                      ----                             ------------     -------     ------
                                                                       Ownership
                                                                       ---------
<S>                                                    <C>               <C>           <C>
Hernan Vicuna Reyes:
       Libra Holding Trust S.A.....................    129,369,098
       Inversiones Tangoe..........................        492,486
       Distribuidora Direnor S.A...................      1,684,042
       Total                                           131,545,626       53.82%        A
Manuel Antonio Tocornal Astoreca:
       Rentas Latinsa Ltda.........................     13,506,341
       Total                                            13,506,341        5.53%        A
Diego H. Vicuna Garcia-Huidobro:
       Inversiones V y S Ltda......................      7,029,749
       Total                                             7,029,749        2.88%        A
Andres Vicuna Garcia-Huidobro:
       Andres Vicuna Garcia-Huidobro...............          8,333
       Inversiones V y T Ltda......................      7,112,441
       Total                                             7,120,774        2.92%        A
Cristian Hohlberg Recabarren:
       Cristian Hohlberg Recabarren................        378,354                     A
       Asesoria e inversiones Eudocia Ltda.........         60,000                     B
       Total                                               438,354        0.18%
Jorge Herrera Ronco ...............................         33,333        0.01%        A
Orlando Piro Borquez ..............................        238,863        0.10%        A
</TABLE>


                                       66
<PAGE>

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.   MAJOR SHAREHOLDERS

     Coca-Cola Embonor's share capital is divided into Series A shares and
Series B shares. The two series are comparable in all material respects except
that holders of Series A shares are entitled to elect six of the seven directors
on the Coca-Cola Embonor board of directors, and the Series B shares are
entitled to elect one of the seven directors on the Coca-Cola Embonor board of
directors. In addition, the Series B shares are entitled to a 5.0% preference
over the Series A shares with regard to the payment of dividends. As of December
31, 2003, there were 244,420,704 Series A shares authorized, issued and
outstanding. There were 266,432,526 Series B shares issued, paid and outstanding
as of that date.

     The principal and controlling shareholders of Coca-Cola Embonor are Libra
Holding Trust S.A., Coca-Cola de Chile, an indirect subsidiary of The Coca-Cola
Company, and Sociedad de Inversiones V.y.T. and Sociedad de Inversiones V.y.S.
Both of the latter two companies and Libra Holding Trust S.A. are controlled by
members of the Vicuna family of Chile. By virtue of its ownership of over 18.34%
of the outstanding Series A shares, The Coca-Cola Company has sufficient votes
to elect one member of the board of directors to be elected by the holders of
Series A shares. The Coca-Cola Company's ownership of 70.40% of the Series B
shares gives it effective voting control with respect to the series allowing it
to elect the one director to be elected by such Series.

     The following table sets forth certain information regarding beneficial
ownership or control of Coca-Cola Embonor's Series A shares by each beneficial
owner of 5% or more of such shares, and certain other shareholders.

                                               Number of        Percentage of
             Shareholder                    Series A Shares    Series A Shares

Hernan Vicuna Reyes                           131,545,626(1)       53.82%
       Libra Holding Trust SA                 129,369,098          52.93%
       Inversiones Tangoe                         492,486           0.20%
       Distribuidora Direnor S.A                1,684.042           0.69%
The Coca-Cola Company                          44,832,975(2)       18.34%
       Coca-Cola de Chile S.A.                 44,832,975          18.34%
Manuel Antonio Tocornal Astoreca               13,506,341(3)        5.53%
       Rentas Latinsa Ltda..                   13,506,341           5.53%
Genesis Chile Fund Limited                     12,754,522           5.22%
Diego H. Vicuna Garcia Huidobro                 7,029,749(4)        2.88%
       Inversiones V y S Ltda.                  7,029,749           2.88%
Andres Vicuna Garcia Huidobro                   7,120,774(5)        2.92%
       Andres Vicuna Garcia-Huidobro                8,333           0.01%
       Inversiones V y T Ltda.                  7,112,441           2.91%

----------
(1)  Mr. Herman Vicuna Reyes has a majority controlling interest in Libra
     Holding Trust S.A., Inversions Tangoe and Distributdora Direnor S.A., which
     directly own 129,369,098, 492,486 and 1,684,042 Series A shares
     respectively.

(2)  All such shares are held by Coca-Cola de Chile S.A., an indirect
     wholly-owned subsidiary of The Coca-Cola Company.

(3)  All such shares are directly held by Soc. Agricola y de Inv.
     Latinoamericana S.A., in which such shareholder has a controlling interest.

(4)  All such shares are directly held by Inversiones V y S Ltda., in which such
     shareholder has a controlling interest.

(5)  8,333 of such shares are held directly by such shareholder, and 7,112,441
     of such shares are held by Inversiones V y T Ltda., in which such
     shareholder has a controlling interest.


                                       67
<PAGE>


     The following table sets forth certain information regarding beneficial
ownership or control of Coca-Cola Embonor's Series B shares by each beneficial
owner of 5% or more of such shares and certain other shareholders.

                                          Number of       Percentage of
           Shareholder                 Series B Shares   Series B Shares

The Coca-Cola Company                    187,564,719          70.40%
        Coca-Cola de Chile S.A.          187,564,719          70.40%
The Bank of New York (1)                  33,959,170          12.75%
Genesis Chile Fund                        13,110,844           4.92%

(1) The Bank of New York holds such shares as the depositary under the Deposit
Agreement, dated April 28, 1999, as amended and restated as of October 1999
between Coca-Cola Embonor, The Bank of New York, and owners and beneficial
owners of American Depositary Receipts representing Series B Shares.

     33,959,170 Series B Shares are held of record by persons in the United
States, representing 12.75% of the outstanding Series B Shares.

B.   RELATED PARTY TRANSACTIONS

     All of the significant transactions with related parties are described in
response to Item 18.

Transactions with The Coca-Cola Company

     Coca-Cola Embonor has been a Coca-Cola bottler since its inception in 1962.
Coca-Cola Embonor regularly engaged in transactions with The Coca-Cola Company
and its affiliates. During 1997, The Coca-Cola Company acquired an initial 2.8%
equity interest in Coca-Cola Embonor through the purchase of treasury shares,
followed by open market share purchases. As a result, The Coca-Cola Company
achieved a total of 6.0% equity interest in Coca-Cola Embonor. On November 26,
1998, The Coca-Cola Company increased its ownership to a total of 17.1% of
Coca-Cola Embonor by purchasing an aggregate of 31,000,000 Series A shares from
Coca-Cola Embonor's treasury. In early March, 1999, Coca-Cola Embonor commenced
a preemptive rights offering of its Series B shares. In connection with this
offering, The Coca-Cola Company purchased 17.1% of such shares and also
subscribed for 187,564,719 additional Series B shares, representing 70.40% of
the Series.

     Coca-Cola Embonor's right to produce, package, distribute and sell
Coca-Cola soft drinks in its bottling territories is governed by various bottler
agreements with The Coca-Cola Company. See "Additional Information--Material
Contracts--Coca-Cola Embonor and Embol Bottling Bottler Agreements" (Item 10).
Under the Coca-Cola Embonor bottler agreements, Coca-Cola Embonor purchases
concentrates and beverage bases for Coca-Cola soft drinks from The Coca-Cola
Company. Coca-Cola Embonor paid The Coca-Cola Company Ch$30,152 million and
Ch$29,474 million for these raw materials in 2003 and 2002.

     Coca-Cola Embonor has also entered into several agreements with The
Coca-Cola Company relating to marketing of Coca-Cola soft drinks. These
agreements define the calculation of the concentrate price and the amount to be
expended for marketing activities. Usually it is determined as a percentage of
total concentrate purchases. The agreements also provide a framework for funding
marketing expenditures for Coca-Cola Embonor's bottling territories. Under the
terms of these agreements, each bottling territory, in cooperation with The
Coca-Cola Company, develops an annual marketing plan to promote Coca-Cola soft
drinks in that territory. These plans define the types and amounts of
advertising and promotional expenses and investments in marketing related assets
for each of Coca-Cola Embonor's bottling territories. Under these agreements, in
some of the bottling territories, a portion of the payments for concentrate
purchases is set aside by The Coca-Cola Company to support marketing activities.
The Coca-Cola Company pays these amounts to Coca-Cola Embonor or directly to
third parties.

     Coca-Cola Embonor may also receive additional marketing support from The
Coca-Cola Company in excess of the amounts agreed to under the annual marketing
plans. These amounts may be used for new market launches, new package or product
introduction, and similar promotions. This additional support may be provided in
the form of reduced cost of concentrate expenditures on behalf of Coca-Cola
Embonor. It may also include reimbursement for marketing related assets or
expenses incurred by Coca-Cola Embonor. Coca-Cola Embonor received marketing
support of Ch$1,733 million and Ch$1,362 million in


                                       68
<PAGE>

fiscal years 2003 and 2002. This support was provided in the form of direct cash
contributions and reductions in the cost of concentrate. It was recorded as
reductions to marketing expenses.

C.   INTEREST OF EXPERTS AND COUNSEL

Not applicable




                                       69
<PAGE>

Item 8. FINANCIAL INFORMATION

A.   CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

     Reference is made to Item 17 and 18 for the audited financial statements
filed as part of this Form 20-F.

     Dividend Policy

     In accordance with Chilean law, Coca-Cola Embonor must distribute cash
dividends equal to at least 30% of its annual net income calculated in
accordance with Chilean GAAP, unless otherwise decided by a unanimous vote of
the holders of the Series A shares. If net income exists in a given year,
Coca-Cola Embonor is not legally obligated to distribute dividends from retained
earnings unless the shareholders elect to do so. 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 Series B ADRs
may, in the absence of an effective registration statement under the Chilean Ley
de Mercado de Valores ("Securities Market Act") or an available exemption from
the registration requirement thereunder, effectively be required to elect to
receive a dividend in cash. Holders of Series B shares will be entitled to a
preferred dividend equal to 5% more than any dividends declared on Series A
shares.

B.   SIGNIFICANT CHANGES

     Depreciation of Fixed Assets

     As of the 2001 fiscal year, the depreciation method for machinery and
transport equipment was modified by applying a depreciation formula based on
actual production hours. According to historic production statistics, this
method determines the rate in pesos for each production hour of these assets.
This rate is multiplied by the real production hours during the fiscal year. The
change in the depreciation method of these fixed assets meant recognizing a
lower charge against consolidated income in the fiscal year of Ch$ 2,585 million
(Ch$ 2,386 million in 2002).

     During 2002 and 2003, there were no significant changes in accounting
principles.

     On January 29, 2004, a purchase agreement was signed in Lima whereby
Coca-Cola Embonor, through its subsidiaries Embonor Holdings S.A. and
Embotelladora Arica Overseas, sold its entire direct and indirect equity
interest in its Peruvian subsidiary Embotelladora Latinoamericana S.A., totaling
60.45% of the outstanding stock, to the Peruvian company Corporacion Jose R.
Lindley S.A. The price was US$129.9 million, which was paid at once on the same
date.

     The effects of this transaction were recognized in income, and consisted of
the following:

a) The net effect on our equity was estimated to be a decrease of Ch$11,223
million because of a charge to income for the difference between the sales price
and the carrying value of the investment.

b) There was also an amount of Ch$15,095 million relating to the cumulative
translation adjustment of recording this investment in US dollars over the
period of our ownership. This amount has been passed through income for the
period; however, this adjustment had no effect on our shareholders' equity as
the cumulative translation adjustment account forms part of our shareholders'
equity.

c) Certain deferred financing fees were taken to income amounting to Ch$ 2,803
million. Therefore the total charge to income amounted to Ch$ 29,121 million.

     On January 30, 2004, there was a voluntary redemption of Series B bonds
through Banco BICE. All bondholders who accepted the offer (72.67% of the series
B bonds) were paid the respective price and commission, in the amount of
Ch$19,828 million.

     On February 3, 2004, part of the loan with Wachovia Bank in the amount of
US$7,5 million was prepaid.

     The entire syndicated loan between Coca-Cola Embonor S.A. and Citibank
N.A., Chile Branch and other banks, was prepaid on February 4, 2004. The amount
paid was Ch$26,949 million.


                                       70
<PAGE>

Item 9. OFFER AND LISTING

A.   OFFER AND LISTING DETAILS

     Coca-Cola Embonor's Series A shares, without par value, and Series B
shares, without par value, trade on the Santiago Stock Exchange. Neither the
Series A shares nor the Series B shares are listed on any exchange in the United
States, or quoted on Nasdaq. There is no established trading market for these
securities in the United States, although Coca-Cola Embonor's American
Depositary Shares ("ADSs"), each representing ten shares of Series B stock,
evidenced by American Depositary Receipts ("ADRs") trade in the over-the-counter
market in the United States.

     As of December 31, 2002 and 2003, the equity capital of Coca-Cola Embonor
consisted of 510,853,230 issued, subscribed and paid-in shares comprising
244,420,704 Series A shares and 266,432,526 Series B shares. During 2003, the
price of our shares varied positively, 68% for the Series A and 77% for the
Series B.

     The table below shows for the periods indicated the quarterly and annual
high and low trading prices of the Series A shares and Series B shares in
Chilean pesos and the quarterly share trading volume of each Series on the
Santiago Stock Exchange. Note that the Series A and B shares have been available
for sale since December 18, 1997 and April 16, 1999, respectively.

               High and Low Prices on the Santiago Stock Exchange

                                                               Chilean Pesos Per
  (The annual high and low market prices in bold)               Series A Share
                                                                --------------
                                        Share
                                        Volume                High           Low
                                        ------                ----           ---
2003
     4th quarter...................      507,401               340           260
     3rd quarter...................      486,765               262           200
     2nd quarter...................    1,129,668               259           157
     1st quarter...................      137,083               184           155
2002
     4th quarter...................    3,864,111               193           140
     3rd quarter...................   16,561,083               187           158
     2nd quarter...................      174,163               210           180
     1st quarter...................       45,938               330           250

2001                                   2,973,063               350           200
2000                                   3,525,153               480           200
1999                                   3,893,148               660           400

                                                             Series B Share
2003                                                         --------------
     4th quarter...................    9,236,387               370           295
     3rd quarter...................    4,362,282               275           210
     2nd quarter...................    4,957,795               270           157
     1st quarter...................    2,920,525               195           165
2002
     4th quarter...................    2,401,762               195           135
     3rd quarter...................    1,322,899               200           135
     2nd quarter...................      588,226               259           195
     1st quarter...................    1,724,836               300           259

2001                                   9,632,563               380           210
2000                                  14,608,521               530           350
1999                                   5,135,339               661           450


                                       71
<PAGE>


             Last Six Months Prices on the Santiago Stock Exchange

                                                               Chilean Pesos Per
                                                                Series A Share
                                                                --------------
                                        Share
                                        Volume                High           Low
                                        ------                ----           ---
2003
     December......................        6,666               315           310
2004
     January.......................       69,717               320           320
     February......................       42,248               320           290
     March.........................      103,246               295           280
     April.........................       54,336               291           290
     May                                 176,154               290           280

                                                                Series B Share
                                                                --------------
2003
     December......................    3,372,632               370           330
2004
     January.......................    1,694,753               351           345
     February......................    2,899,586               320           300
     March.........................      135,966               333           297
     April.........................      566,130               335           300
     May                                 193,925               319           319


     A relatively small number of ADRs representing interests in Series B shares
trade in the United States from time-to-time on the over-the-counter market. No
reliable information regarding the price history and trading volumes of the ADRs
is available.

B.   PLAN OF DISTRIBUTION

Not applicable

C.   MARKETS

Reference is made to Item 9A above.

D.   SELLING SHAREHOLDERS

Not applicable

E.   DILUTION

Not applicable

F.   EXPENSES OF THE ISSUER

Not applicable


                                       72
<PAGE>

Item 10. ADDITIONAL INFORMATION

A.   SHARE CAPITAL

Not applicable

B.   MEMORANDUM AND ARTICLES OF ASSOCIATION

     Coca-Cola Embonor was incorporated on December 3, 1969, under the name
"Embotelladora Arica S.A." by public deed notarized by Mr. Samuel Fuchs Brotfeld
of Santiago. An abstract of its by-laws was registered on page 694, number 291
of the 1969 Registry of Commerce of Arica and was published in Official Gazette
No. 27528 on December 23, 1969. It was authorized by Decree No. 2614 of December
17, 1969 of the Ministry of Finance. A restated text of its by-laws was approved
at the Special General Shareholders Meeting held May 19, 1995. The minutes of
that shareholders meeting were executed to public deed on June 8, 1995 and
notarized by Mr. Fernando Opazo Larrain of Santiago. An abstract of that deed is
registered on page 409 No. 183 of the 1995 Registry of Commerce of Arica and was
published in Official Gazette No. 35190 on June 10, 1995.

     Coca-Cola Embonor is a publicly traded corporation registered under No. 622
in the Securities Registry, together with its financial statements as of
December 31, 1996; therefore, it is regulated by the Superintendency of
Securities and Insurances. Coca-Cola Embonor's shares were registered on
September 25, 1997 and listed on the Santiago Stock Exchange on December 1,
1997, where they are currently traded. On April 27, 2000 the Special
Shareholders Meeting approved the change in the corporate name from
Embotelladora Arica S.A. to Coca-Cola Embonor S.A.

     Coca-Cola Embonor's purpose, which can be found in Article 4 of the bylaws,
is to produce, package, or bottle all types of gaseous beverages, non-alcoholic
beverages, and mineral waters; produce, package or bottle wines, liquors, and
other alcoholic beverages; and produce, package and conserve food products.

     With respect to directors, the provisions of our bylaws do not (a)
establish limitations on the Director's power to vote on a proposal, arrangement
or contract in which the director is materially interested; (b) allow directors
to vote compensation to themselves or any members of their body, as director
compensation is established at the general shareholders' meeting; (c) establish
limitations on the borrowing powers exercisable by the directors, as borrowing
powers can only be varied through an extraordinary shareholders' meeting where
the bylaws are modified; (d) establish age limit requirements regarding
retirement or non-retirement of directors; or (e) expressly state that Directors
do not need to own shares in order to qualify to become a director.

     Coca-Cola Embonor has two Series of shares, Series A and Series B. Beyond
the differences detailed below, Series B shareholders, with a minimum 5% vote of
the Series B shareholders, have the right to demand that the Board of Directors
hold an extraordinary shareholders meeting. Furthermore, the one director
elected by the Series B shareholders has the right to call a Board Meeting at
any time. The rights, preferences and restrictions attaching to each of the
classes are as follows:

o    At least 30% of the net profits for each year must be distributed as
     dividends to both Series A and Series B shareholders, with Series B
     receiving 5% more dividends than Series A. Chilean law establishes that if
     a shareholder does not retrieve the dividend payment within five years from
     the distribution date, then the dividend entitlement shall be deemed to
     have lapsed and the dividends will be distributed to the Firemen's
     Association of Chile.

o    The Series A shareholders have the right to vote on all company matters
     without restriction and may vote for and elect six of seven directors, and
     under Chilean law may apportion his or her votes among any number of board
     nominees. The shareholders in Series B are only given the right to vote for
     and elect one of seven directors and may not vote on any other company
     matters. The voting takes place in the General Shareholders' Meeting and
     all directors are elected at the same time and for the same period.

o    Series B shareholders have the right to 5% greater dividends than Series A
     shares. There are no shares that do not have any right to profits or
     dividends.

o    The bylaws do not contain any provisions relating to redemption rights.
     However, in the case of certain decisions made during an extraordinary
     shareholders' meeting, such as a merger, Chilean law permits the dissenting
     shareholders to exercise appraisal rights.

o    Chilean law establishes that shareholders who directly or indirectly own
     10% or more of the company's shares or reach that percentage through the
     acquisition of shares, must disclose any direct or indirect transactions of
     the


                                       73
<PAGE>

     company's shares, within two working days of the transaction, to the
     "Superintendencia de Valores y Seguros" and all stock exchanges in which
     the company has its shares quoted.

     To change the rights of holders of stock, there must be a modification of
our bylaws subject to approval at an Extraordinary Shareholders' Meeting. In
certain cases, the shareholders have appraisal rights. These conditions are not
greater than those imposed by law.

     The annual general meetings and extraordinary general meetings of
shareholders are convoked by the Board of Directors of Coca-Cola Embonor through
the publication of a notice at least three times in the newspaper of the
company's domicile as established in the general shareholders' meeting. The
first notice must be published within 15-20 days prior to the meeting. The other
two notices may be published any time within 20 days of the meeting.
Furthermore, a letter of notification of the meeting must be sent to all
shareholders, the "Superintendencia de Valores y Seguros," and all stock
exchanges in which Coca-Cola Embonor has its shares quoted. The conditions for
admission to the meetings are that the shareholder must be registered in the
company's official books at least five business days before the date of the
meeting.

     There are no limitations on the rights to own securities, including the
rights of non-resident or foreign shareholders to hold or exercise voting rights
on the securities imposed by foreign law or by the charter or other constituent
document of Coca-Cola Embonor.

     None of the provisions of our bylaws would have the effect of delaying,
deferring or preventing a change in control of Coca-Cola Embonor or would
operate only with respect to a merger, acquisition or corporate restructuring
involving Coca-Cola Embonor (or any of its subsidiaries).

     None of our bylaw provisions establish an ownership threshold above which
shareholder ownership must be disclosed.

     Chilean law governing items one through eight above is not significantly
different from United States state and federal laws. However, our bylaws provide
that legal actions among the shareholders or between them and the Company or its
management must be submitted to arbitration by an arbitrator chosen by mutual
consent of both parties. Notwithstanding the latter, article 125 of the Chilean
Law on Stock Corporations (Sociedades Anonimas) establishes that the arbitration
clause contained in the by-laws does not preempt the right to file a suit with
the ordinary courts of justice. This may be understood as a limitation to the
ability of security holders to enforce liabilities under the U.S. securities
laws in the courts of Chile or of the U.S.

     The memorandum and articles of association governing changes in capital do
not impose conditions more stringent than is required by law.

C.   MATERIAL CONTRACTS

Coca-Cola Embonor Bottling and Embol Bottling Bottler Agreements

     Bottler agreements are international standard contracts of The Coca-Cola
Company entered into with bottlers outside the United States for the production
and sale of beverages under the trademarks of The Coca-Cola Company. Coca-Cola
Embonor is party to two bottler agreements for the Coca-Cola Embonor Bottling
operating I region, Coca-Cola Embonor's bottler agreement and the Iquique
bottler agreement. Both of these agreements expire on June 30, 2008. Embol
Bottling is a party to one bottler agreement for the Bolivian region. That
agreement expires on August 31, 2005.

     Coca-Cola Embonor's bottler agreements provide that Coca-Cola Embonor will
purchase all concentrates and beverage bases for Coca-Cola soft drinks from The
Coca-Cola Company and other authorized suppliers. Under the Coca-Cola Embonor's
bottler agreements, The Coca-Cola Company may alone set the price of
concentrates and beverage bases, as well as some other terms. Coca-Cola Embonor,
in turn, sets the price of products sold to retailers with its own discretion,
with only a few price limitations.

     Coca-Cola Embonor is the sole producer of Coca-Cola soft drinks in the
Coca-Cola Embonor Bottling operating region and the Bolivian operating region.
Although this right is not exclusive, The Coca-Cola Company has never authorized
any other company to produce or distribute Coca-Cola soft drinks in these
territories. Coca-Cola Embonor expects that it will not do so in the future.

     Coca-Cola Embonor's bottler agreements include an acknowledgment by
Coca-Cola Embonor that The Coca-Cola Company is the sole owner of the secret
formulas used in concentrates and its trademarks. These trademarks identify the
Coca-Cola soft drinks.


                                       74
<PAGE>

     All distribution must be in authorized containers. The Coca-Cola Company
has the right to approve all kinds of packages and containers for beverages,
which includes approval of their size, shape and other attributes. With some
limitations, The Coca-Cola Company has the authority to redesign or discontinue
any package of Coca-Cola soft drinks that has not been discontinued. Coca-Cola
Embonor is required to comply with instructions and standards established by The
Coca-Cola Company relating to the preparation of its authorized soft drink
products.

     Coca-Cola Embonor's bottler agreements require Coca-Cola Embonor to:

     o    maintain adequate production and distribution facilities and
          inventories of bottles, caps, boxes, cartons and other exterior
          packaging or materials;

     o    undertake adequate quality control measures prescribed by The
          Coca-Cola Company;

     o    develop, stimulate, and fully satisfy the demand for Coca-Cola soft
          drinks within the Coca-Cola Embonor operating region;

     o    use all approved means, and spend the necessary funds on advertising
          and other forms of marketing;

     o    maintain the necessary financial capacity to assure performance of
          obligations to The Coca-Cola Company; and

     o    annually, submit its business plans for its bottling territories to
          The Coca-Cola Company, including marketing, management, financial,
          promotional and advertising plans for the coming year.

     The Coca-Cola Company has no obligation to participate with Coca-Cola
Embonor in expenditures for advertising and marketing. However, it may, if it
chooses to, contribute to these expenditures and undertake independent
advertising and marketing activities as it has done in the past. It may also
participate in cooperative advertising and sales promotion that would require
the cooperation and support of Coca-Cola Embonor.

     Unless it is specifically authorized by The Coca-Cola Company, Coca-Cola
Embonor is prohibited from:

     o    producing or handling any beverage products, other than products of
          The Coca-Cola Company or products approved by The Coca-Cola Company;

     o    producing or handling other products or packages that would imitate,
          infringe or cause confusion with the products, trade dress, containers
          or trademarks of The Coca-Cola Company;

     o    acquiring or holding an interest in a party that is engaged in these
          activities;

     o    distributing Coca-Cola soft drinks outside their designated
          territories;

     o    directly or indirectly, assigning, transferring or pledging its
          bottler agreement, or any interest in its bottler agreement; or

     o    making a material change of ownership or control without the consent
          of The Coca-Cola Company.

     The bottler agreements also impose restrictions concerning the use of some
trademarks, authorized containers, packaging and labeling of The Coca-Cola
Company. Non-compliance by the bottler with any of these restrictions will give
The Coca-Cola Company a right to terminate the bottler agreement as described
below.

     In addition, The Coca-Cola Company may terminate a bottler agreement under
the following circumstances:

     o    the terms of the bottler agreement come to violate applicable law;

     o    the bottler becomes insolvent, or a petition of bankruptcy is filed
          against or by the bottler;

     o    the bottler is dissolved, nationalized or expropriated, or its
          production or distribution assets are confiscated;

     o    the bottler ceases to be controlled by its controlling shareholders;
          or


                                       75
<PAGE>

     o    the bottler or its controlling person engages in the production of any
          non-Coca-Cola beverage without receiving a written authorization from
          The Coca-Cola Company, whether through direct ownership of those
          operations or through their control or administration.

     If one party to the bottler agreement does not comply with the terms of the
agreement, the other party may terminate it. It must provide 60 days' notice of
termination to the first party. There is no right to terminate the agreement if
the non-compliance resulted from an event beyond that party's control, that
continues for a period of less than six months, such as an act of God, natural
disaster or strike. In addition, this right to terminate will only apply if the
non-compliance was not remedied during the required period.

     Coca-Cola Embonor has not received a written authorization from The
Coca-Cola Company to produce and distribute the mineral water Mamina or to
distribute the Peruvian beers Arequipena and Cuzquena. Embol Bottling does not
have a written authorization to produce and distribute the soft drinks Vascal
and Mineragua.

     If a bottler does not wish to pay the required price for concentrate for
any Coca-Cola soft drink, it must notify The Coca-Cola Company within 30 days
after it receives new prices. If the refusal affects any Coca-Cola soft drink
other than Coca-Cola, The Coca-Cola Company may cancel the bottler's rights
regarding that product or the entire bottler agreement three months after it
receives the bottler's notice of refusal. The bottler agreement will be
terminated automatically after this three month period if the bottler's notice
of refusal relates to Coca-Cola concentrate.

     Embonor Bottling Bottler Agreements

     Bottler agreements are international standard contracts of The Coca-Cola
Company entered into with bottlers outside the United States for the production
and sale of beverages under trademarks of The Coca-Cola Company. Embonor
Bottling is party to the following bottler agreements:

     o    a bottler agreement between Embonor (Vina del Mar) and The Coca-Cola
          Company dated January 1, 2001, which is due to expire on December 31,
          2005;

     o    a bottler agreement between Embonor (Talca) and The Coca-Cola Company
          dated January 1, 2002, which is due to expire on January 1, 2005;

     o    a bottler agreement between Embonor (Concepcion) and The Coca-Cola
          Company dated January 1, 2002, which is due to expire on January 1,
          2007;

     o    a bottler agreement between Embonor (Temuco) and The Coca-Cola Company
          dated January 1, 2002, which is due to expire on January 1, 2007;

     o    a bottler agreement between Embonor (Puerto Montt) and The Coca-Cola
          Company which is currently being renewed and will have an expiration
          date of December 31, 2008.

     We cannot guarantee that any of Embonor Bottling's bottler agreements will
be renewed upon their expiration.

     Embonor Bottling is the sole producer of Coca-Cola soft drinks in the
Regions V to X of Chile. Although this right is not exclusive, The Coca-Cola
Company has never authorized any other company to produce or distribute
Coca-Cola soft drinks in the Regions V through X of Chile. Embonor Bottling
expects that it will not do so in the future.

     Embonor Bottling's bottler agreements include an acknowledgment by each
Embonor Bottling bottler that The Coca-Cola Company is the sole owner of the
trademarks that identify the Coca-Cola soft drinks and of the secret formulas
used in concentrates.

     In addition, it is prohibited from acquiring, directly or indirectly, or
holding an interest in a party that is engaged in these activities, whether
within or outside of the applicable bottling region. In addition, if Embonor
Bottling is or becomes involved in the production or sale of alcoholic
beverages, it must maintain that business as a separate and distinct business
operation. This includes the use of separate legal entities, production
facilities, personnel and equipment.


                                       76
<PAGE>

The principal raw materials and suppliers are:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                            Chile                              Bolivia
<S>                               <C>                                 <C>
Concentrate                       The Coca-Cola Company               The Coca-Cola Company
---------------------------------------------------------------------------------------------------------
Sugar                             IANSA / E.D. & Man Chile            Guabira / Unagro

                                  Austrade S.A. /  Profina            Ingenio San Aurelio S.A.
---------------------------------------------------------------------------------------------------------
Fructose                          Inducorn                                              -
---------------------------------------------------------------------------------------------------------
Water                             Own wells                           Own wells
---------------------------------------------------------------------------------------------------------
Carbonic dioxide                  Praxair / Aga Chile                 Liquid Carbonic de Bolivia S.A.
---------------------------------------------------------------------------------------------------------
Glass and Plastic Bottles         Coca-Cola Embonor S.A.              Embol S.A.

                                  Envases CMF S.A.

                                  Envases CMF S.A.                    Vitrolux S.A.

                                  Cristalerias de Chile S.A.          Fabrica Boliviana Vidrios S.A.
                                                                      La Florida Ravi S.A. de Bolvia

Plastic Cases                     Wenco S.A. / Comberplast            Larabisch SRL de Bolivia
---------------------------------------------------------------------------------------------------------
                                  Tapon Corona Colombia               Ravi S.R.L de Bolivia

                                  Alusud Embalajes S.A.               Fabe S.A. de Bolivia

Bottle Tops                       Crown Cork S.A.                     Alusud Peru S.A.
---------------------------------------------------------------------------------------------------------
                                  Food Pack                           Belen S.A.

Glasses                                                               Marinetti S.A.
---------------------------------------------------------------------------------------------------------
Cans                              Envases Central S.A.                Envases Central S.A.
---------------------------------------------------------------------------------------------------------
</TABLE>


                                       77
<PAGE>

D.   EXCHANGE CONTROLS

     The Central Bank of Chile is responsible for preserving the stability of
the Chilean currency and the normal functioning of internal and external
payments. For these purposes, the Central Bank has been granted the power to
regulate the overall supply of money and credit, to enter into credit and
foreign exchange operations, and to prescribe rules and regulations relating to
monetary, credit, financial and foreign exchange matters. Pursuant to the
Central Bank Act, the Central Bank may require that certain foreign exchange
operations be conducted exclusively in the Formal Exchange Market. The Central
Bank may also impose restrictions on foreign exchange operations that are
conducted or are required to be conducted in the Formal Exchange Market. These
restrictions include, among others, requiring prior authorization from the
Central Bank, imposing reserve requirements, and limiting the foreign exchange
operations that may be conducted by the entities which constitute the Foreign
Exchange Market.

Exchange Controls Relating to Equity Investments

     Appropriate registration of a foreign investment in Chile grants the
investor access to the Formal Exchange Market. See "Key Information--Selected
Financial Data--Currency Presentation and Exchange Rates" (Item 3). Foreign
investments can be registered with the Foreign Investment Committee under Decree
Law 600 of 1974, as amended, or they can be registered with the Central Bank
under the Central Bank Act Law No. 18.840 of October 1989. The Central Bank Act
is an organic constitutional law requiring a "special majority" vote of the
Chilean Congress to be modified.

     Pursuant to Article 47 of the Central Bank Act, the Central Bank may enter
into agreements with investors or creditors, both foreign and local, and other
parties in a foreign exchange operation, to assure them free access to the
Formal Exchange Market and to regulate the terms and conditions under which the
capital, interest, profits and benefits generated from such foreign exchange
operation may be utilized, remitted abroad or reimbursed to the local investor
or creditor. According to Article 47 of the Central Bank Act, agreements entered
into by the Central Bank pursuant to such Article 47 may only be modified by
mutual agreement of all the parties to the contract.

     Chapter XXVI of Title I of the Compendium of Foreign Exchange Regulations
of the Central Bank ("Chapter XXVI") regulates the issuance of ADRs by Chilean
companies and the access to the Formal Exchange Market for the purpose of
converting Chilean pesos to U.S. dollars and repatriating from Chile amounts
received relating to shares deposited, shares withdrawn from the deposit, or
surrender of ADRs (including amounts received as cash dividends and proceeds
from the sale in Chile of the underlying shares and any rights with respect
thereto). Although an amendment made by the Central bank on April 19, 2001
repealed Chapter XXVI, it continues to be enforceable against contracts entered
into pursuant to Chapter XXVI and prior to its repeal, such as the Foreign
Investment Contract referred to below.

     A Foreign Investment Contract was entered into on April 22, 1999 between
the Central Bank, Coca-Cola Embonor and the depositary for our ADR facility
pursuant to Article 47 of the Central Bank Act and Chapter XXVI. Absent the
Foreign Investment Contract, under applicable Chilean exchange controls, owners
would not be granted access to the Formal Exchange Market for the purpose of
converting Chilean pesos to U.S. dollars and repatriating from Chile amounts
received in respect of deposited Series B shares or Series B shares withdrawn
from deposit on surrender of ADRs (including amounts received as cash dividends
and proceeds from the sale in Chile of the underlying Series B shares and any
rights with respect thereto). The following is a summary of all material
provisions that are contained in the Foreign Investment Contract and Chapter
XXVI before its repeal, as applicable to the Foreign Investment Contract. This
summary does not purport to be complete and should be supplemented by reference
to Chapter XXVI and the Foreign Investment Contract.

     Under Chapter XXVI and the Foreign Investment Contract, the Central Bank
has agreed to grant to the depositary, on behalf of ADR owners, and to any
investor not residing or domiciled in Chile who withdraws Series B shares upon
delivery of ADRs (such Series B shares being referred to in this document as
"Withdrawn Series B shares") access to the Formal Exchange Market to convert
Chilean pesos to U.S. dollars (and to remit such dollars outside of Chile) with
regards to Series B shares represented by ADRs or Withdrawn Series B shares,
including amounts received as:

     o    cash dividends;

     o    proceeds from the sale in Chile of Withdrawn Series B shares, subject
          to receipt by the Central Bank of a certificate from the owner of the
          Withdrawn Series B shares (or from an institution authorized by the
          Central Bank) that the owner's residence and domicile are outside
          Chile and a certificate from a Chilean stock exchange (or from a
          brokerage or securities firm established in Chile) that these
          Withdrawn Series B shares were sold on a Chilean exchange;


                                       78
<PAGE>

     o    proceeds from the sale in Chile of preemptive rights to subscribe for
          additional Series B shares;

     o    proceeds from the liquidation, merger or consolidation of Coca-Cola
          Embonor; and

     o    other distributions, including without limitation to those
          distributions resulting from any recapitalization, as a result of
          holding Series B shares represented by ADRs or Withdrawn Series B
          shares. Transferees of Withdrawn Series B shares are not to be
          entitled to any of the foregoing rights under Chapter XXVI. Investors
          receiving Withdrawn Series B shares in exchange for ADRs have the
          right to redeposit these shares in exchange for ADRs, provided that
          the conditions to redeposit are satisfied. For a description of the
          Formal Exchange Market, See "Key Information--Selected Financial
          Data--Currency Presentation and Exchange Rates" (Item 3).

     Chapter XXVI provides that access to the Formal Exchange Market in
connection with dividend payments will be conditional upon certification by
Coca-Cola Embonor to the Central Bank that a dividend payment has been made and
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 Series B
shares or distributions thereon will be conditional upon receipt by the Central
Bank of certification by the depositary, or its custodian on behalf of the
depositary, that the Series B shares have been withdrawn in exchange for ADRs
and receipt of a waiver of the benefit of the Foreign Investment Contract with
respect thereto until such Withdrawn Series B shares are redeposited.

     Chapter XXVI and the Foreign Investment Contract provide that a person who
brings foreign currency into Chile, including U.S. dollars, to purchase Series B
shares (including shares acquired directly from Coca-Cola Embonor as a result of
the exercise of preemptive rights acquired from shareholders) with the benefit
of the Foreign Investment Contract, must convert such foreign currency into
Chilean pesos on the same date and has five banking business days within which
to invest in Series B shares in order to receive the benefits of the Foreign
Investment Contract. If such person decides within such period not to acquire
Series B shares, such person can access the Formal Exchange Market to reacquire
foreign currency, provided that the applicable request is presented to the
Central Bank within seven banking business days of the initial conversion into
Chilean pesos. Series B shares acquired as described above may be deposited for
ADRs and receive the benefits of the Foreign Investment Contract, subject to
receipt by the Central Bank of a certificate from the depositary (or the
depositary's custodian on its behalf) that such deposit has been effected and
that the related ADRs have been issued and received 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 Series B shares.

     Prior to April 19, 2001, the regulations of the Central Bank imposed a
reserve requirement (the "encaje") on credits, deposits, investments and capital
contributions from abroad. The reserve requirement consisted of a mandatory
deposit in a one year, non interest-bearing U.S. dollar account with the Central
Bank (alternatively, in place of making this deposit, the borrower may enter
into a repurchase agreement with the Central Bank resulting in an upfront
payment to the Central Bank of an amount determined in relation to the financing
cost of the amount otherwise required to be deposited). Prior to June 26, 1998,
the amount of the encaje was equal to 30% of the foreign currency brought into
Chile. On June 26, 1999 the encaje was reduced to 10.0% and, on September 17,
1998 it was further reduced to 0.0%. Despite this reduction of the encaje, the
Central Bank may increase it at any time to up to 40% of the currency brought
into Chile. No assurance can be given that the Central Bank will not increase
the encaje. However, under current Chilean law, any such increase will only
apply to transactions in which foreign currency is brought into Chile to
purchase shares in secondary market transactions for deposit into the ADR
facility subsequent to the time of such increase. On April 19, 2001, the encaje,
or mandatory deposit, was eliminated entirely from the Compendium. However, it
still constitutes one of the Central Bank's powers, according to its organic
law.

     If reinstated in the future, the encaje may affect the price and volume of
trading in securities in Chile, including the price and volume of trading of the
Series B shares. Likewise, if reinstatement of the encaje may affect the amount
of any differential pricing between the Series B shares represented by ADRs,
evidencing securities of Chilean issuers, including the ADRs, and the prices of
the underlying securities traded in Chile, including the Series B shares.
However, Coca-Cola Embonor is unable to assess at this time the impact of any
future reinstatement of the encaje on the securities markets in Chile, the
market for the Series B shares in Chile or the market for the ADRs. Coca-Cola
Embonor is also unable to predict whether the encaje will be reinstated, and if
so how and when it may be done or the effect of any such reinstatement on the
securities markets in Chile, the market for the Series B shares or the market
for the ADRs.

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


                                       79
<PAGE>

     Under current Chilean law, the Foreign Investment Contract cannot be
changed unilaterally by the Central Bank. 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. No assurance can be given, however, that additional Chilean
restrictions applicable to the holders of Series B Shares represented by ADRs,
the disposition of underlying Series B shares or 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 impact of restrictions if imposed.

     There are no limitations on the rights of nonresident or foreign owners to
hold or vote any class of Coca-Cola Embonor's securities or by the charter or
other constituent documents of Coca-Cola Embonor imposed by Chilean law.

Exchange Controls Relating to Debt Securities

     The issue by a Chilean issuer of notes outside Chile, denominated and
payable in a currency other than Chilean pesos, is subject to restrictions
contained primarily in Chapter XIV of Title I of the Compendium.

     On March 17, 1999, Coca-Cola Embonor obtained an authorization from the
Central Bank to issue its 9 7/8% notes due in 2006. Coca-Cola Embonor initially
issued the notes through its Cayman Islands branch and the proceeds of the sale
of the notes were kept outside of Chile. Therefore, the approval did not give
Coca-Cola Embonor or the holders of the notes access to the Formal Exchange
Market for the purchase of U.S. dollars to make payments related to the notes.
The notes were subsequently the subject of an exchange offer in which new notes
were issued. The new notes were issued under the same authorization of the
Central Bank. Therefore, Coca-Cola Embonor or the holders of the notes will not
have access to the Formal Exchange Market for the purchase of U.S. dollars to
make payments related to the notes. Under current Central Bank regulations,
however, Coca-Cola Embonor would be permitted to purchase U.S. dollars in the
Informal Exchange Market to make these payments. We cannot guarantee, however,
that Coca-Cola Embonor will be able to purchase U.S. dollars in the Informal
Exchange Market at the time or in the amounts sufficient to make payments
related to the notes. Remittances of U.S. dollars outside Chile will require
additional Central Bank authorization. The Central Bank may at any time adopt
new rules, regulations or legislative changes to the current foreign exchange
control regime in Chile that may restrict the purchase or remittance outside
Chile of U.S. dollars by Coca-Cola Embonor to make payments under the notes.

     On April 15, 1999, the Central Bank issued a new version of Chapter XIV of
Title I of the Compendium that replaced the one in effect when Coca-Cola Embonor
issued the old notes. The new Chapter XIV of Title I of the Compendium became
effective on June 1, 1999. The Transitory Provisions of the new Chapter XIV of
Title I of the Compendium provide that foreign exchange transactions made under
the Chapter XIV of Title I of the Compendium in force before June 1, 1999 will
continue to be governed by the old regulations. However, issuers with
authorizations issued before June 1, 1999 may request the Central Bank, within
120 days from June 1, 1999, to have these transactions be governed by the
provisions of the new Chapter XIV of Title I of the Compendium. The Central Bank
has the right to accept or deny these requests. If the Central Bank accepts such
request, it will determine the terms and conditions under which the new
regulations will be applied.

     We summarize below the material provisions of the Central Bank's
regulations contained in Chapter XIV of Title I of the Compendium, as in effect
on March 17, 1999, the date of the Central Bank's authorization, regarding the
issuance of bonds outside Chile denominated and payable in a currency other than
Chilean pesos. Our summary does not purport to be complete and describes only
the material provisions of Chapter XIV of Title I of the Compendium as in effect
on March 17, 1999, that pertain to the issuance of bonds outside Chile. A copy
of Chapter XIV of Title I of the Compendium as in effect on March 17, 1999 is
available from Coca-Cola Embonor upon request.

     To issue bonds outside of Chile, a Chilean corporation, other than a bank
or financial institution, must be registered in the securities registry of the
Superintendencia de Valores y Seguros, translated as the Superintendency of
Securities and Insurances (the "SVS"). Likewise, its long-term unsecured debt
obligations must be rated at least "BB" by two internationally recognized rating
agencies. On April 19, 2001 the Central Bank eliminated this restrictions.
Consequently, it is inapplicable to future debt offerings. Bonds must have an
average weighted term of not less than four years, weighed on the basis of
principal amortization dates and amounts and assuming, in the case of a
prepayment option, that such option will be exercised. In addition, a foreign
financial institution shall be committed to placing 100.0% of such debt to be
issued.

     In addition, the Compendium requires that the foreign currency proceeds
from the sale of the bonds be brought into Chile and exchanged for Chilean pesos
in the Formal Exchange Market. In this case they would become subject to the
reserve requirements described below. Alternatively, these proceeds may be held
outside of Chile and used to finance investments outside of Chile. They may also
be used to repay obligations of foreign branches and/or subsidiaries.


                                       80
<PAGE>

     If all of the proceeds of a bond offering are to be applied to the
financing of investments outside of Chile or to the repayment outside of Chile
of liabilities of foreign branches and/or subsidiaries, the authorization by the
Central Bank is given with no access to the Formal Exchange Market. In addition,
the Central Bank grants an exemption from the reserve requirement, as described
below. In this case, the application submitted to the Central Bank should
specify the proposed use of proceeds. It must also include a written commitment
by the issuer. This commitment must state that, until the bonds have been fully
amortized, any foreign currency brought into Chile by the issuer as a result of
the liquidation of the investment made outside Chile will be subject to the
rules and regulations applicable to foreign loans then in effect, in particular
those regarding reserve requirements. Prior to April 19, 2001, foreign loans
granted to individuals or companies in Chile, including bonds issued outside of
Chile where the foreign currency proceeds are brought into Chile, were subject
to the "encaje."

     The Central Bank has the unilateral power to authorize an offering of bonds
outside of Chile. Generally, authorizations of the Central Bank historically
have not been rescinded. However, in connection with the renegotiation of
Chile's external debt in the 1980s, the Central Bank requested lenders to
renegotiate the terms of their loans. It is possible that some further
restrictions applicable to the holders of the notes could be imposed by the
Central Bank in the future. We cannot assess the duration or impact of these
restrictions, if they are imposed.

     The new Chapter XIV of Title I of the Compendium is similar to the old
Chapter XIV regarding the treatment of bonds that are issued outside of Chile,
where the proceeds are used outside of Chile to finance investments or to repay
obligations of foreign branches or subsidiaries. Under the new Chapter XIV of
Title I of the Compendium, if all of the proceeds of the bonds are used to
invest outside of Chile or to refinance obligations of foreign subsidiaries
abroad, no access to the Formal Exchange Market is granted for the purchase of
U.S. dollars to make payments. In addition, until the bonds have been fully
amortized, any foreign currency brought into Chile by the issuer as a result of
the liquidation of the investment made outside Chile will be subject to the
applicable rules and regulations. Therefore, even if the notes become subject to
the regulations of the new Chapter XIV of Title I of the Compendium, no access
to the Formal Exchange Market will be given for the purchase of U.S. dollars to
make payments related to the notes.

Other Limitations

     Dividend Policy

     In accordance with Chilean law, Coca-Cola Embonor must distribute cash
dividends equal to at least 30% of its annual net income calculated in
accordance with Chilean GAAP, unless otherwise decided by a unanimous vote of
the holders of the Series A shares. If net income exists in a given year,
Coca-Cola Embonor is not legally obligated to distribute dividends from retained
earnings unless the shareholders elect to do so. 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 Series B ADRs
may, in the absence of an effective registration statement under the U.S
Securities Act of 1993, as amended (the "Securities Market Act") or an available
exemption from the registration requirement thereunder, effectively be required
to elect to receive a dividend in cash. Holders of Series B shares will be
entitled to a preferred dividend equal to 5% more than any dividends declared on
Series A shares.

     Exchange Rates

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

     Share Capital

     Under Article 12 of the Chilean Ley de Mercado de Valores (the Securities
Market Act and Circular 585 of 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 ADRs are deemed to represent the
Series B shares, transactions in ADRs are 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:

o    any direct or indirect acquisition or sale of shares that results in the
     holder's acquiring or disposing, directly or indirectly, of 10% or more of
     a publicly held corporation's share capital; and

o    any direct or indirect acquisition or sale of shares or options to buy or
     sell shares, in any amount, if made by holder of 10% or more of a publicly
     held corporation's capital or if made by a director or senior officer of
     such corporation.


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<PAGE>

     A beneficial owner of Series B ADRs representing 10% or more of the share
capital of Coca-Cola Embonor will be subject to these reporting requirements
under Chilean law.

     In December 2000, the Chilean Securities Market Act was modified by the
addition of Title XXV which regulates tender offers for the acquisition of
shares that are publicly traded. Every acquisition of publicly traded shares
that permits the control of Coca-Cola Embonor must be executed as a tender offer
subject to the requirements of Title XXV, which are beyond the scope of this
summary. Title XXV does not apply to certain transactions which are described
therein, and those transactions which permit the control of Coca-Cola Embonor
will be subject only to Article 54 of the Securities Market Act, whereby no
tender offer is required.

     Under Article 54 of the Securities Market Act, persons or entities
intending to acquire control, directly or indirectly, of a publicly held company
through transactions which are exceptions to Title XXV are required to inform
the public in advance through a notice published in two Chilean newspapers,
which notice must disclose, among other information, the person or entity
purchasing or selling and the price and conditions of any negotiation, at least
ten labor days in advance of the actual date of the transaction.

     Prior to such publication, a written communication to such effect must be
sent to the company being acquired, the companies that control said company, and
the companies under the acquired company's control, the SVS and the Chilean
stock exchanges. Title XV of the Securities Market Act sets forth the basis for
determining what constitutes control, direct holding and a related party.

     The Chilean Ley de Sociedades Anonimas ("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. Although previous holders of ADRs did
not have access to the Formal Exchange Market for purchases of ADRs in a
preemptive rights offering, an amendment to the regulations of the Central Bank
promulgated on May 12, 1998 allows such access on a case-by-case basis upon
application to the Central Bank by the issuer and corresponding depositary at
the time of such preemptive rights offering prior to the subscription of shares
by any ADR holder. United States holders of Series B ADRs are not entitled to
exercise preemptive rights unless a registration statement under the Securities
Market Act is effective with respect to such rights or an exemption from the
registration requirement thereunder is available. Coca-Cola Embonor intends to
evaluate at the time of any preemptive rights offering the costs and potential
liabilities associated with any such registration statement, as well as the
indirect benefits to it of thereby enabling the exercise by the holders of ADRs
of such preemptive rights and any other factors Coca-Cola Embonor considers
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 Market Act is available,
the Depositary will sell such holders' preemptive rights and distribute the
process thereof if a secondary 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 the company
and compel that company to repurchase their shares, subject to the fulfillment
of certain terms and conditions described below. In order to exercise such
rights, holders of ADRs must first withdraw the shares represented by their ADRs
pursuant to the terms of the Depositary Agreement. "Dissenting" shareholders are
defined as those who vote against a resolution that results in the withdrawal
right, or if absent at such a meeting, those who state in writing to the company
their opposition to such resolution within the following 30 days. Dissenting
shareholders must perfect their withdrawal rights by tendering their stock to
Coca-Cola Embonor within 30 days after adoption of the resolution.

     In accordance with Article 69 of the Chilean Companies Act, the resolutions
that result in a shareholder's right to withdraw are the following:

     (1) The transformation of the company into an entity which is not a stock
corporation governed by the Chilean Companies Act;

     (2) The merger of the company with and/or into another company;

     (3) The sale of 50% or more of the assets of the company;


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<PAGE>

     (4) The creation of certain collateral;

     (5) 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;

     (6) The correction of certain procedural problems in the registration of
the company or in the amendment of the bylaws (being the case that such
amendment refers to a matter resulting in a shareholder's right to withdraw);
and

     (7) Such other resolutions as may be established by a company's by-laws (no
such additional resolutions currently are specified in the by-laws of the
company).

     Under Article 69 of the Chilean Companies Act, the right to withdraw also
is granted to shareholders, other than the Administradoras de Fondos de
Pensiones ("AFPs"), subject to certain terms and conditions, if Coca-Cola
Embonor were to become controlled by the Chilean government, directly or through
any of its agencies, and if two independent rating agencies downgrade the rating
of its stock from first class because of certain actions specified in Article 69
and undertaken by Coca-Cola Embonor or the Chilean Government that negatively
and substantially affect the earnings of Coca-Cola Embonor. Shareholders must
perfect their withdrawal rights by tendering their stock to Coca-Cola Embonor
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, the price paid to the dissenting shareholder
shall be the weighted average of the sales price for the shares as reported on
the stock exchanges on which Coca-Cola Embonor's 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 of Shares of Common Stock

     The Depositary will mail to all holders a notice containing the information
(or a summary thereof) included in any notice of a shareholders meeting received
by the Depositary, a statement to which each holder of ADRs at the close of
business on a specified record date will be entitled, subject to Chilean law or
regulations and the provisions of or 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 ADRs evidenced by such holders' ADRs 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 of Common Stock
represented by ADRs 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 By-Laws and the Deposit Agreement, as to the exercise
of voting rights attached to the deposited shares of Common Stock, and upon
receipt of such instructions the Depositary has agreed that it will endeavor,
insofar as practicable, to vote or cause to be voted the shares of Common Stock
underlying such holders' ADRs 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 of Common Stock or other deposited
securities represented by the ADRs evidenced by an ADR other than in accordance
with such written instructions from the holder. The Depositary may not itself
exercise any voting discretion over any shares of Common Stock. If no
instructions are received by the Depositary from any holder with respect to any
of the deposited securities represented by the ADRs evidenced by such holder's
ADRs 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 Coca-Cola Embonor to vote the
underlying shares.

     Disclosure

Holders of ADRs are subject to certain provisions of the rules and regulations
promulgated under the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), relating to the disclosure of interests in the shares of Common
Stock. Any holder of ADRs who is or becomes directly or indirectly interested in
5% (or such other percentage as may be prescribed by law or regulation) or more
of the outstanding shares of Common Stock must within ten days after becoming so
interested and thereafter upon certain changes in such interests notify
Coca-Cola Embonor, any U.S. securities exchange on which the ADRs (or shares of
Common Stock) are traded and the Commission, as required by such rules and
regulations. In addition, holders of ADRs 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 Common Stock or has the intention of taking control of Coca-Cola
Embonor.


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<PAGE>

E.   TAXATION

Chilean Tax Consequences Relating to ADRs or Series B Shares

     The following discussion summarizes the material Chilean income tax
consequences of an investment in the ADRs or Series B shares by a person who is
neither domiciled in nor a resident of Chile for tax purposes (a "foreign
owner"). 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. It is not intended
as tax advice to any particular investor which can be rendered only in light of
that particular investor's tax situation.

     Under Chilean law, there are provisions contained in statutes setting forth
the tax rates applicable to foreign investors, the computation of taxable income
for Chilean purposes and the manner in which Chilean tax authorities issue
rulings and regulations of either general or specific application and interpret
provisions of Chilean tax law. Chilean tax may not be assessed retroactively
against taxpayers who act in good faith relying on such rulings, regulations and
interpretations, but Chilean tax authorities may change said rulings,
regulations and interpretations prospectively. There is no income tax treaty in
force between Chile and the United States.

     Cash Dividends and Other Distributions

     Cash dividends paid by Coca-Cola Embonor with respect to the ADRs or Series
B shares held by a foreign owner will be subject to a 35% Chilean withholding
tax, which is withheld and paid over by Coca-Cola Embonor. A credit against the
withholding tax is available based on the level of corporate income tax actually
paid by Coca-Cola Embonor on the income to be distributed (the "First-Category
Tax"). However, this credit 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 Coca-Cola Embonor distributes less than all of its
distributable taxable income, the credit for First-Category Tax rate is
proportionately reduced. In Chile, the legal entities Coca-Cola Embonor and
Iquique operates in a tax-free zone and, therefore, on an unconsolidated basis,
it pays no First-Category Tax on its profits from operations. Coca-Cola
Embonor's subsidiary Embonor Bottling is subject to First-Category Tax. As
stipulated in Law No. 19,753 of September 28, 2001, an increase in the first
category income tax was established from the current rate of 15% to 16% for
2002, 16.5% for 2003 and 17% as from 2004.

     This example illustrates the effective Chilean withholding tax burden on a
cash dividend received by a foreign owner, assuming a withholding tax rate of
35%, an effective First-Category Tax rate of 17% and a distribution of 30% of
the consolidated net income of Coca-Cola Embonor distributable after payment of
the First-Category Tax:

Company taxable income................................................   100.0
First-Category Tax (17% of Ch$100)....................................   (17.0)
                                                                        ------
Net distributable income..............................................    83.0
Dividend distributed (30% of net distributable income)................    24.9
First Category increase...............................................     5.1
Withholding Tax (35% of the sum of Ch$24.9 dividend plus Ch$5.1)......
(First-Category Tax paid).............................................   (10.5)
Credit for 17% of First-Category Tax..................................     5.1
                                                                        ------
Net additional tax withheld...........................................     5.4
Net dividend received.................................................    19.5
                                                                        ------
Effective dividend withholding rate...................................    21.7

     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:

<TABLE>
<S>  <C>
                                               (withholding tax rate)-(First-Category Tax rate)
     Effective dividend withholding tax rate = ------------------------------------------------
                                                        1-(First-Category Tax rate)
</TABLE>

     Under Chilean income tax law, dividends generally are assumed to have been
paid out of a company's oldest retained profits for purposes of determining the
level of First-Category Tax that was paid by Coca-Cola Embonor. For information
as to the retained earnings of Coca-Cola Embonor for tax purposes and the tax
credit available on the distribution of such retained earnings, see Note 8 of
the Audited Consolidated Financial Statements of Coca-Cola Embonor, both
appearing in the annual report. The effective rate of withholding tax to be
imposed on dividends paid by Coca-Cola Embonor will vary depending upon the
amount of First-Category Tax paid by Coca-Cola Embonor on the earnings to which
the dividends are attributed.


                                       84
<PAGE>

     For dividends attributable to Coca-Cola Embonor's profits during year 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 17%,
the effective overall combined tax rate imposed on Coca-Cola Embonor's
distributed profits will be 35%.

     Dividend distributions made in kind would be subject to the same Chilean
tax rules as cash dividends. Dividend distributions made in addicional shares in
the issuer are not subject to Chilean taxation.

     Capital Gains

     Gains from the sale or exchange of ADRs outside Chile will not be subject
to Chilean taxation. The deposit and withdrawal of Series B shares in exchange
for ADRs will not be subject to any Chilean taxes.

     Gain recognized on a sale or exchange of Series B shares (as distinguished
from sales or exchanges of ADRs representing such shares) may be subject to both
the First-Category Tax and the withholding tax (the former being creditable
against the latter) if :

     o    the foreign owner has held the Series B shares for less than one year
          since exchanging ADRs for the Series B shares;

     o    the foreign owner acquired and disposed of the Series B shares in the
          ordinary course of its business or as an habitual trader of Series B
          shares; or

     o    the foreign owner and the purchaser of the Series B shares are
          "related parties."

     For such purposes, a "related party" is any entity in which the foreign
owner is (1) a partner or (2) a shareholder if such entity is a closed stock
corporation or (3) a shareholder with more than 10% of the shares if such entity
is an open stock corporation.

     In all other cases, gain on the disposition of Series B shares will be
subjected to the flat 17% First-Category Tax, as a Sole Income Tax, and no
withholding tax will apply.

     The tax basis of Series B shares received in exchange for ADRs will be the
acquisition value of the Series B shares on the date of the exchange. The
valuation procedure set forth in the deposit agreement, that values Series B
shares 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 Series B shares and the
immediate sale of the Series B shares for no more than the value established
under the deposit agreement will generally not generate a capital gain subject
to taxation in Chile.

     The exercise of preemptive rights relating to the Series B shares will not
be subject to Chilean taxation. Any gain on the sale or assignment of preemptive
rights relating to the Series B shares may 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 gifts, inheritance or succession taxes applicable to the
ownership, transfer or disposition of ADRs by a foreign owner, but such taxes
will generally apply to the transfer at death or by gift of the Series B shares
by a foreign owner. There are no Chilean stamps, issue, registration or similar
taxes or duties payable by foreign owners of Series B shares or ADRs.

     Withholding Tax Certificates

     Upon request, Coca-Cola Embonor will provide to foreign owners appropriate
documentation evidencing the payment of Chilean withholding taxes.

United States Tax Consequences Relating to ADRs or Series B Shares

     The following is a general summary of certain U.S. federal income tax
consequences of the purchase, ownership and disposition of Series B shares and
ADRs. It does not purport to be a comprehensive discussion of all the tax
consequences that may be relevant to a particular investor. In particular this
discussion is directed only to beneficial owners that hold ADRs or Series B
shares as capital assets. This summary does not address any special United
States tax consequences that may be applicable to beneficial owners that are
subject to special treatment under the U.S. federal income tax laws, such as
dealers in


                                       85
<PAGE>

securities, traders in securities that elect to use a mark to market method of
accounting for their securities holdings, financial institutions, insurance
companies, tax-exempt entities, owners of 10 percent or more of the voting power
or value of shares of Coca-Cola Embonor, persons liable for alternative minimum
tax, persons that hold Series B Shares and ADRs through a partnership or other
pass-through entity, persons holding Series B shares or ADRs as part of a
straddle, hedging or conversion transaction or other integrated financial
transaction, or persons whose functional currency is not the United States
dollar.

     The discussion below is based upon provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), the legislative history thereof, final,
temporary, and proposed regulations thereunder, and rulings and judicial
decisions thereunder as of the date hereof. Such authorities may be repealed,
revoked or modified (including changes in effective dates, and possibly with
retroactive effect) so as to result in U.S. federal income tax consequences
different from those discussed below.

     As used herein, a "non-U.S. holder" is any beneficial owner of a Series B
share or ADR other than a U.S. holder. A "U.S. holder" is a beneficial owner of
a Series B share or ADR that is for U.S. federal income tax purposes: (i) a
citizen or resident of the United States; (ii) a corporation (or any other
entity treated as a corporation for U.S. federal income tax purposes) created or
organized in or under the laws of the United States or any state thereof
(including the District of Columbia); (iii) an estate the income of which is
subject to U.S. federal income tax without regard to its source; or (iv) a
trust, if (a) a court within the United States is able to exercise primary
supervision over administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trust or (b)
it has a valid election in effect under applicable U.S. Treasury regulations to
be treated as a United States person.

     You should consult your own tax advisor regarding the United States
federal, state, local and other tax consequences of purchasing, owning and
disposing of Series B shares and ADRs in your particular circumstances.

     ADRs

     In general, U.S. holders of ADRs of Coca-Cola Embonor are treated, for
United States federal income tax purposes, as the beneficial owners of the
underlying Series B shares that are represented by those ADRs. Exchanges of
Series B shares for ADRs, and ADRs for Series B shares, generally should not be
subject to U.S. federal income tax.

     U.S. Holders

     Taxation of Dividends

     Cash dividends paid out of the current or accumulated earnings and profits
of Coca-Cola Embonor, as determined for U.S. federal income tax purposes,
including the net amount of the Chilean withholding tax withheld on the
distribution (after taking into account the credit for the First Category Tax),
will be included in the gross income of a U.S. holder as ordinary income on the
day on which the dividends are received by the U.S. holder, in the case of
Series B shares, or the Depositary, in the case of Series B shares represented
by ADRs. Dividends will not be eligible for the dividends received deduction
generally allowed under the Code with respect to distributions from other U.S.
corporations. Under current law and as of the date of this annual report,
dividends paid with respect to Series B shares and the ADRs are not eligible for
a reduced rate of tax that applies to dividends paid before 2009 by "qualified
foreign corporations" to certain individual United States persons. Dividends
paid in pesos generally will be included in the income of a U.S. holder in a
United States dollar amount calculated by reference to the exchange rate in
effect on the day the dividends are received by the U.S. holder, in the case of
Series B shares, or the Depositary, in the case of Series B shares represented
by ADRs, regardless of whether the payment is in fact converted into U.S.
dollars. Any gain or loss resulting from currency exchange fluctuations during
the period from the date a U.S. holder includes the dividend payment in income
to the date any dividends paid in pesos are converted into U.S. dollars
generally will be treated as ordinary income or loss. Such gain or loss
generally will be income or loss from sources within the United States for
foreign tax credit limitation purposes. A de minimis rule permits individuals to
ignore foreign currency gains realized in connection with a "personal
transaction" (as defined in Section 988(e) of the Code) if the realized gain is
$200 or less.

     To the extent that the amount of any distribution exceeds Coca-Cola
Embonor's current and accumulated earnings and profits for a taxable year, the
distribution will first be treated as a nontaxable return of capital to the
extent of the U.S. holder's adjusted tax basis in Series B Shares or ADRs and
thereafter as capital gain recognized on a sale or exchange.

     Subject to generally applicable limitations and conditions under the Code,
the Chilean withholding tax (after taking into account the credit for the First
Category Tax) will be treated as a foreign income tax eligible for credit
against a U.S. holder's U.S. federal income tax liability. Such credits will be
allowable in respect of a particular dividend distribution only if the U.S.
holder has held the ADRs or Series B shares for at least 16 days during the
30-day period beginning 15 days before the ex-dividend date for such dividend.
For purposes of calculating the U.S. foreign tax credit, dividends paid on the
Series B shares will


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<PAGE>

generally constitute foreign source "passive income" or, in the case of certain
U.S. holders, "financial services income." Alternatively, a U.S. holder may
elect to claim a U.S. federal income tax deduction, instead of a foreign tax
credit, for such Chilean withholding tax, but only for a year in which you elect
to do so with respect to all foreign income taxes. The deduction does not reduce
U.S. federal income tax on a dollar for dollar basis. The deduction, however, is
not subject to the limitation referred to above.

     The calculation of U.S. foreign tax credits and, in the case of a U.S.
holder that elects to deduct foreign taxes, the availability of deductions
involve the application of rules that are complex and depend on a U.S. holder's
particular circumstances. U.S. holders should, therefore, consult their own tax
advisors regarding the application of the U.S. foreign tax credit rules to
dividend distributions and other amounts paid to or on behalf of the U.S. holder
of the Series B shares and ADRs.

     Dispositions

     If a U.S. holder sells, exchanges or otherwise disposes of ADRs or Series B
shares, it will generally recognize capital gain or loss for U.S. federal income
tax purposes equal to the difference between the U.S. dollar value of the amount
that you realize and its tax basis, (determined in U.S. dollars), in the ADRs or
Series B shares. Net capital gains of individuals derived with respect to
capital assets will be subject to U.S. federal income tax at preferential rates
if specified minimum holdings periods are met. Net capital gains of corporations
are subject to the regular maximum corporate tax rate of 35%. A gain or loss
recognized by a U.S. holder on the sale, exchange or other disposition of ADRs
or Series B shares will generally be U.S.-source income. In addition, certain
limitations exist on the deductibility of capital losses by both corporations
and individual taxpayers. Investors should consult their own tax advisors as to
the foreign tax credit implications of such sale, exchange or other disposition
of ADRs or Series B shares. If a U.S. holder receives any foreign currency on
the sale of the ADRs or Series B shares, it may recognize U.S. source ordinary
income or loss as a result of currency fluctuations between the date of the sale
of the ADRs or Series B shares and the date the sale proceeds are converted into
U.S. dollars as described above in connection with the receipt of dividends.

     Passive Foreign Investment Companies

     The Internal Revenue Code contains special rules applicable to foreign
corporations that are "passive foreign investment companies." In general, a
foreign corporation will be a passive foreign investment company if:

     75% or more of its gross income constitutes "passive income" (the "75%
Income Test"), or

     50% or more of its assets produce, or are held for the production of,
passive income (the "50% Asset Test").

     For the above purposes, "passive income" generally includes interest,
dividends, annuities and other investment income. For the purpose of the passive
foreign investment company test, if a foreign corporation owns directly or
indirectly at least 25% by value of the stock of another corporation, it is
treated as owning its proportionate share of the assets of the other
corporation, and as if it had received directly its proportionate share of the
income of such other corporation.

     If a foreign corporation is characterized as a passive foreign investment
company, its U.S. shareholders may make an election to be currently taxable on
their pro rata share of earnings of the foreign corporation whether or not these
earnings were distributed to avoid the tax penalties and interest charge
described below. We refer to this election as a "QEF Election." If they do not
make this election, they would be subject to a special tax and an interest
charge at the time of the sale of, or receipt of an "excess distribution" with
respect to, their Series B shares or ADRs.

     In general, a shareholder receives an "excess distribution" if the amount
of the distribution is more than 125% of the average distribution with respect
to the stock during the three preceding taxable years, or shorter period during
which the taxpayer held the stock. In general, the special tax and interest
charges are based on the value of the tax deferral of the taxes that are deemed
due during the period the U.S. shareholder owned the shares. They are computed
by assuming that the excess distribution or gain, in the case of a sale, with
respect to the shares was taxed in equal portions throughout the U.S.
shareholder's period of ownership at the highest marginal tax rate. The amount
allocated to the taxable year in which a U.S. holder realized gain or received
an excess distribution will be taxed as ordinary income. The amount allocated to
any prior taxable year, with certain exceptions, will be taxed at the highest
tax rate in effect for that year and an interest charge will be imposed using
the applicable rate imposed on underpayment of U.S. federal income tax for that
period. In general, if a U.S. shareholder owns stock in a foreign corporation
during any taxable year in which that corporation is a passive foreign
investment company and such U.S. shareholder does not make a QEF Election, the
stock will be treated as stock in a passive foreign investment company for all
subsequent years unless:

     (1)  such U.S. shareholders were U.S. 10% shareholders and certain other
          conditions were met or


                                       87
<PAGE>

     (2)  the stock is "marketable" and the U.S. shareholder elects to
          mark-to-market the stock annually.

     A U.S. holder of Series B shares or ADRs is required to file Internal
Revenue Service Form 8621 during any year that Coca-Cola Embonor is classified
as a passive foreign investment company.

     Based on Coca-Cola Embonor's expected income and assets, management
believes that Coca-Cola Embonor will not be classified as a passive foreign
investment company. However, this conclusion is a factual determination that is
made annually and may, therefore, be subject to change.

     Non-U.S. holders

     If you are a non-U.S. holder, dividends paid to you in respect of ordinary
Series B shares or ADRs will generally not be subject to United States federal
income tax unless the dividends are "effectively connected" with the conduct of
a trade or business within the United States and attributable to a permanent
establishment or fixed base that you maintain in the United States if that is
required by an applicable income tax treaty as a condition for subjecting you to
United States taxation on a net income basis. In such cases, you will generally
be taxed in the same manner as a U.S. holder. If you are a corporate non-U.S.
holder, "effectively connected" dividends may, under certain circumstances, be
subject to an additional "branch profits tax" at a 30 percent rate or at a lower
rate if you are eligible for the benefits of an income tax treaty that provides
for a lower rate.

     If you are a non-U.S. holder, you will generally not be subject to United
States federal income tax on gain recognized on the sale or other disposition of
your Series B shares or ADRs unless: (i) the gain is "effectively connected"
with a trade or business in the United States, and the gain is attributable to a
permanent establishment or fixed base that you maintain in the United States if
that is required by an applicable income tax treaty as a condition for
subjecting you to United States taxation on a net income basis, or (ii) you are
an individual, you are present in the United States for at least 183 days in the
taxable year of the sale, and certain other conditions exist. If you are a
corporate non-U.S. holder, "effectively connected" gains that you recognize may
also, under certain circumstances, be subject to an additional "branch profits
tax" at a rate of 30 percent or at a lower rate if you are eligible for the
benefits of an income tax treaty that provides for a lower rate.

     United States Information Reporting and Backup Withholding

     In general, information reporting requirements will apply to payments of
dividends on the Series B shares or ADRs within the United States to U.S.
holders other than certain exempt recipients (such as corporations). Further,
information reporting requirements will apply to payment of the proceeds from
the sale of Series B shares or ADRs to or through (a) a U.S. office of a broker
or (b) a U.S. -connected foreign broker.

     A U.S. holder generally will be subject to backup withholding at the
applicable rate if the recipient of such payment (i) fails to provide an
accurate taxpayer identification number, (ii) fails to make certain
certifications or (iii) is notified by the Internal Revenue Service that it has
failed to report all interest and dividend income required to be shown on its
federal income tax returns. U.S. holders who are required to establish their
exempt status generally must provide IRS Form W-9 (Request for Taxpayer
Identification Number and Certification).

     Generally, the payment to a non-U.S. holder of dividends and the proceeds
of the disposition of the Series B shares or ADRs to or through the United
States office of a broker will be subject to information reporting and backup
withholding at the applicable rate unless the holder certifies its status as a
non-U.S. holder under penalties of perjury or otherwise establishes an exemption
provided the broker does not have actual knowledge that the payee is a U.S.
holder. The payment of dividends and the proceeds of the disposition by a
non-U.S. holder of the Series B shares or ADRs to or through a foreign office of
a broker will generally not be subject to information reporting or backup
withholding. However, if such broker is a United States person, a controlled
foreign corporation for United States tax purposes, a United States branch of a
foreign bank or foreign insurance company, a foreign person 50% or more of whose
gross income from all sources for a specified three-year period is from
activities that are effectively connected with a United States trade or
business, information reporting (but not backup withholding) will apply.
Non-U.S. holders may be required to establish their exemption from information
reporting or backup withholding by certifying their status on IRS Form W-8.


                                       88
<PAGE>

     Amounts withheld under backup withholding are not an additional tax and are
generally allowable as a refund or credit against the U.S. holder and non-U.S.
holder's U.S. federal income tax liability upon furnishing the required
information to the IRS.

Chilean Tax Considerations Relating to 9-7/8% Notes due 2006

     In March 1999, Coca-Cola Embonor issued US$160 million 9-7/8% Notes due
2006. The old notes as originally issued were subject to an exchange offer for
new, substantially identical notes registered under the U.S. Securities Act of
1933, and the discussion in this section applies to both the old and new notes.
The following is a summary of the principal Chilean tax income tax
considerations relating to the purchase, ownership and disposition of notes. The
summary does not purport to be a comprehensive description of all tax
considerations that may be relevant to a decision to purchase notes. This
summary does not describe any tax consequences arising under the laws of any
state, locality or taxing jurisdiction other than Chile.

     There is currently no tax treaty between the United States and Chile.

     The following is a summary of the material consequences under Chilean tax
law with respect to an investment in the notes made by a foreign holder. It is
based on the tax laws of Chile as in effect on the date of this annual report,
as well as regulations, rulings and decisions of Chile available on or before
such date and now in effect. All of the foregoing is subject to change, which
change could apply retroactively and could affect the continued validity of this
summary. For purposes of this summary, the term "foreign holder" means either:

     o    in the case of an individual, a person who is neither resident nor
          domiciled in Chile (for purposes of Chilean taxation, (a) an
          individual is a resident in Chile if he or she has resided in Chile
          for more than six months in one calendar year, or a total of more than
          six months in two consecutive fiscal years and (b) and individual is
          domiciled in Chile if he or she resides in Chile with the intent of
          staying in Chile (such intent to be evidenced by circumstances such as
          the acceptance of employment within Chile or the relocation of one's
          family to Chile)); or

     o    in the case of a legal entity, a legal entity that is not organized
          under the laws of Chile, unless the notes are assigned to a branch or
          a permanent establishment of such an entity in Chile.

     Under Chile's income tax law, payment of interest or premiums, if any, made
in respect of the notes by Coca-Cola Embonor's Cayman Island branch, to a
foreign holder generally will not be subject to Chilean withholding tax.
However, in the event that Arica makes interest payments on interest with
respect to the notes directly from Chile to a foreign holder, such payments will
be subject to a 35% withholding tax assessed by Chile on the total amount of
interest paid with respect to the notes.

     Under existing Chilean law and regulations, payments of principal on the
notes made by Coca-Cola Embonor's Cayman Islands branch are not subject to any
Chilean taxes.

     Capital gains realized on the sale, exchange or other disposition by a
foreign holder of the notes generally will not be subject to any Chilean taxes
provided that such sales, exchanges or other dispositions occur outside of
Chile.

     A foreign holder will not be liable for estate, gift, inheritance or
similar taxes with respect to its holdings unless notes held by a foreign holder
are either located in Chile at the time of such foreign holder's death, or, if
the notes are not located in Chile at the time of a foreign holder's death, if
such notes were purchased or acquired with monies obtained from Chilean sources.
A foreign holder will not be liable for Chilean stamp, registration or similar
taxes.

     The issuance of the notes will not be subject to Chilean stamp,
registration or similar taxes, provided they are not brought into Chile. If
brought into Chile, the notes would be subject to a stamp tax. The stamp tax is
currently assessed at the rate of 1.608%, of the aggregate principal amount of
the notes. If the stamp tax is not paid when due, Chile's income tax law imposes
a penalty of up to three times the amount of tax due plus adjustments and
interest. In addition, unless and until such stamp tax and any adjustment,
interest or penalty has been paid, Chilean courts would not enforce any action
brought with respect to such notes.


                                       89
<PAGE>

We have agreed to pay any present or future stamp, court or documentary taxes,
charges or levies that arise in Chile from the execution, delivery, enforcement
or registration of the notes or any other document or related instrument and we
have agreed to indemnify holders of notes for any such taxes, charges, or
similar levies paid by holders.

United States Tax Consideration Relating to 9 7/8% Notes due 2006

     The following is a general summary of certain U.S. federal income tax
consequences of the purchase, ownership and disposition of the notes. It does
not purport to be a comprehensive discussion of all the tax consequences that
may be relevant to a particular investor. In particular this discussion is
directed only to beneficial owners of notes who hold such notes as capital
assets. This summary does not address any special United States tax consequences
that may be applicable to beneficial owners of notes that are subject to special
tax treatment under the U.S. federal income tax laws, such as dealers in
securities, traders in securities that elect to use the mark to market method of
accounting for their holdings, financial institutions, insurance companies,
tax-exempt entities, owners of 10 percent or more of the voting power or value
of shares of Coca-Cola Embonor, persons liable for alternative minimum tax,
persons that hold notes through a partnership or other pass-through entity,
persons holding notes as part of straddle, hedging or conversion transaction, or
other integrated financial transaction or persons whose functional currency is
not the United States dollar.

     The discussion below is based upon provisions of the Code, the legislative
history thereof, final, temporary, and proposed regulations thereunder, and
rulings and judicial decisions thereunder as of the date hereof. Such
authorities may be repealed, revoked or modified (including changes in effective
dates, and possibly with retroactive effect) so as to result in U.S. federal
income tax consequences different from those discussed below.

     As used herein, a "non-U.S. holder" is any beneficial owner of a note other
than a U.S. holder. A "U.S. holder" is a beneficial owner of a note that is for
U.S. federal income tax purposes: (i) a citizen or resident of the United
States; (ii) a corporation (or any other entity treated as a corporation for
U.S. federal income tax purposes) created or organized in or under the laws of
the United States or any state thereof (including the District of Columbia);
(iii) an estate the income of which is subject to U.S. federal income tax
without regard to its source; or (iv) a trust, if (a) a court within the United
States is able to exercise primary supervision over administration of the trust
and one or more United States persons have authority to control all substantial
decisions of the trust or (b) it has a valid election in effect under applicable
U.S. Treasury regulations to be treated as a United States person..

     You should consult your own tax advisor regarding the United States
federal, state, local and other tax consequences of purchasing, owning and
disposing of the notes in your particular circumstances.

     U.S. Holders

     Taxation of Stated Interest, Additional Amounts and Original Issue
Discount. Stated interest paid on a note will be included in the income of a
U.S. holder as ordinary income at the time it is treated as received or accrued.
This will be done in accordance with the U.S. holder's usual method of tax
accounting for U.S. federal income tax purposes. The amount of interest
includible by a U.S. holder will include any additional amounts and any tax
withheld from interest payments notwithstanding that such withheld tax is not in
fact received by such U.S. holder. A U.S. holder may be entitled to deduct or
credit such tax, subject to applicable limitations in the Code including that
the election to deduct or credit foreign taxes applies to all of the U.S.
holder's foreign taxes for a particular year.

     Interest income which includes withheld taxes, additional amounts or other
amounts paid to or on behalf of the U.S. holder generally will constitute income
from sources outside the United States and generally will be considered "passive
income" or, in the case of certain U.S. holders, "financial services income" for
U.S. foreign tax credit purposes. However, such income will constitute "high
withholding tax interest" if the Chilean withholding tax is imposed at a rate of
at least 5%. Alternatively, you may elect to claim a U.S. federal income tax
deduction, instead of a foreign tax credit, for such Chilean withholding tax,
but only for a year in which you elect to do so with respect to all foreign
income taxes. The deduction does not reduce U.S. federal income tax on a dollar
for dollar basis. The deduction, however, is not subject to the limitation
referenced above.

     The calculation of U.S. foreign tax credits and, in the case of a U.S.
holder that elects to deduct foreign taxes, the availability of deductions
involve the application of rules that are complex and depend on a U.S. holder's
particular circumstances. U.S. holders should, therefore, consult their own tax
advisors regarding the application of the U.S. foreign tax credit rules to
interest income including additional amounts and other amounts paid to or on
behalf of the U.S. holder on the notes.


                                       90
<PAGE>

     Disposition. A U.S. holder's adjusted tax basis in a note generally equals
the cost of such note to the U.S. holder reduced by the amount of any payments
made on such note other than stated interest payments. A U.S. holder of a note
will generally recognize a capital gain or loss upon the sale, exchange,
redemption, retirement or other disposition of such note in an amount equal to
the difference between (i) the amount of cash and the fair market value of
property received by such U.S. holder on such disposition less any amounts
attributable to accrued but unpaid interest which will be taxable as such and
(ii) the U.S. holder's adjusted tax basis in such note. A U.S. holder who
disposes of notes between record dates for payment of interest thereon will be
required to include accrued but unpaid interest on the note through the date of
disposition in income as ordinary income. Net capital gains of individuals
derived with respect to capital assets will be subject to U.S. federal income
tax at preferential rates if specified minimum holdings periods are met. Net
capital gains of corporations are subject to the regular maximum corporate tax
rate of 35%. A gain or loss recognized by a U.S. holder on the sale, exchange,
redemption, retirement or other disposition of a note will generally be
U.S.-source income. In addition, certain limitations exist on the deductibility
of capital losses by both corporations and individual taxpayers. Investors
should consult their own tax advisors as to the foreign tax credit implications
of such sale, exchange, redemption, retirement or other disposition of a note.

     Non-U.S. Holders

     If you are a non-U.S. holder, interest and additional amounts, if any, paid
to you in respect of the notes will generally not be subject to United States
federal income tax unless such payments are "effectively connected" with the
conduct of a trade or business within the United States and attributable to a
permanent establishment or fixed base that you maintain in the United States if
that is required by an applicable income tax treaty as a condition for
subjecting you to United States taxation on a net income basis. In such cases,
you will generally be taxed in the same manner as a U.S. holder. If you are a
corporate non-U.S. holder, "effectively connected" payments may, under certain
circumstances, be subject to an additional "branch profits tax" at a 30 percent
rate or at a lower rate if you are eligible for the benefits of an income tax
treaty that provides for a lower rate.

     If you are a non-U.S. holder, you will generally not be subject to United
States federal income tax on gain recognized on the sale, exchange or other
disposition of a note (including a redemption) unless: (i) the gain is
"effectively connected" with a trade or business in the United States, and the
gain is attributable to a permanent establishment or fixed base that you
maintain in the United States if that is required by an applicable income tax
treaty as a condition for subjecting you to United States taxation on a net
income basis, or (ii) you are an individual, you are present in the United
States for at least 183 days in the taxable year of the sale, and certain other
conditions exist. If you are a corporate non-U.S. holder, "effectively
connected" gains that you recognize may also, under certain circumstances, be
subject to an additional "branch profits tax" at a rate of 30 percent or at a
lower rate if you are eligible for the benefits of an income tax treaty that
provides for a lower rate.

     United States Information Reporting and Backup Withholding

     In general, information reporting requirements will apply to certain
payments of principal and interest on a note within the United States to U.S.
holders other than certain exempt recipients (such as corporations). Further,
information reporting requirements will apply to payment of the proceeds from
the sale of a note to or through (a) a U.S. office of a broker or (b) a U.S.
-connected foreign broker.

     A U.S. holder generally will be subject to backup withholding at the
applicable rate if the recipient of such payment (i) fails to provide an
accurate taxpayer identification number, (ii) fails to make certain
certifications or (iii) is notified by the Internal Revenue Service that it has
failed to report all interest and dividend income required to be shown on its
federal income tax returns. U.S. holders who are required to establish their
exempt status generally must provide IRS Form W-9 (Request for Taxpayer
Identification Number and Certification).

     Generally, the payment to a non-U.S. holder of principal, interest,
premium, and the proceeds of the disposition of the notes to or through the
United States office of a broker will be subject to information reporting and
backup withholding at the applicable rate unless the holder certifies its status
as a non-U.S. holder under penalties of perjury or otherwise establishes an
exemption provided the broker does not have actual knowledge that the payee is a
U.S. holder. The payment of principal, interest, premium, and the proceeds of
the disposition by a non-U.S. holder of the notes to or through a foreign office
of a broker will generally not be subject to information reporting or backup
withholding. However, if such broker is a United States person, a controlled
foreign corporation for United States tax purposes, a United States branch of a
foreign bank or foreign insurance company, a foreign person 50% or more of whose
gross income from all sources for a specified three-year period is from
activities that are effectively connected with a United States trade or
business, information reporting (but not backup withholding) will apply.
Non-U.S. holders may be required to establish their exemption from information
reporting or backup withholding by certifying their status on IRS Form W-8.


                                       91
<PAGE>

     Amounts withheld under backup withholding are not an additional tax and are
generally allowable as a refund or credit against the U.S. holder and non-U.S.
holder's U.S. federal income tax liability upon furnishing the required
information to the IRS.

F.   DIVIDENDS AND PAYING AGENTS

Not applicable

G.   STATEMENT BY EXPERTS

Not applicable

H.   DOCUMENTS ON DISPLAY

     We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended. Accordingly, we file annual and current reports with
the Commission. You can read and copy the reports that we file with the
Commission at the Commission's public reference rooms at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. Copies of such material can also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.

     To receive a free copy of any of the documents referred to in this Report
on Form 20-F, please call Mr. Ricardo Leon or Mr. Jorge Bravo at
011-562-299-1400, or write to either one of them at the following address:

                           Coca-Cola Embonor S.A.
                           Avenida Apoquindo 3721, 10th Floor
                           Santiago, Chile.

You may also make a request for such documents by e-mail to rleon@embonor.cl or
to jbravoc@embonor.cl.

I.   SUBSIDIARY INFORMATION

Not applicable


                                       92
<PAGE>

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We face primary market risk exposures in three categories: interest rate
risk, exchange rate risk and commodity price risk such as sugar, resins, glass
and aluminum.

     We periodically review our exposure to risks arising from fluctuations in
foreign exchange rates and interest rates and determine at our senior management
level how to reduce such risks. We enter into derivative contracts for the
purpose of hedging the interest rate risks and foreign-exchange rate that arise
from certain liabilities. We do not enter into derivative contracts related to
fluctuations in interest rates for purposes that are speculative in nature. The
risks discussed below are non-trading in nature.

     Interest Rate Risks

     Of our long-term interest bearing debt as of December 31, 2003, 57.6% was
fixed rate and 42.4% was variable rate. As of December 31, 2003, 61.1% of our
variable rate debt was denominated in UF and bore interest rates tied to the
Chile interbank offered rate, or "TAB." The remaining 38.9% of our variable rate
debt was denominated in US$ and bore interest rates tied to LIBOR. These are the
rates that banks in the Chile interbank market offer for UF and US$ deposits of
varying maturities

     The following table summarizes the debt obligations held by us as of
December 31, 2003. The table presents principal payments obligations in millions
of Chilean pesos that existed by scheduled maturity date and the related
weighted-average interest rates. U.S. dollar-denominated liabilities have been
converted to Chilean pesos using the exchange rate reported by the Chilean
Central Bank as of December 31, 2003. That rate was U.S. $1.00=Ch$593.80. The
amounts have been restated to constant Chilean pesos as of December 31, 2003.
The variable rates is based on the 180-day TAB and LIBOR rates on the last day
of settlement of the applicable interest rate. As of December 31, 2003 TAB was
3.84% and LIBOR was 1.28%.

<TABLE>
<CAPTION>
                                             As of                             As of December 31, 2003
                                             -----                             -----------------------
                                       December 31, 2002
                                       -----------------

Liabilities                                   2002       2003          2004        2005       Thereafter       Total      Fair Value
-----------                                   ----       ----          ----        ----       ----------       -----      ----------
                                                                                (in millions of Ch$)

Long-Term Debt
Fixed rate:
<S>                                         <C>            <C>        <C>           <C>         <C>           <C>           <C>
   US$-denominated.....................     106,994        -           -             -          87,355        87,355        90,452
   Weighted average interest rate......      9.875%        -           -             -          9.875%        9.875%        8.977%
   US$-denominated.....................         541        -             304         -          -                304           304
   Weighted average interest rate......       13.0%        -           11.7%         -          -              11.7%         11.7%
   UF-denominated......................      44,460        -          19,120         -           7,191        26,311        26,311
   Weighted average interest rate......       6.92%        -           6.75%         -           6.75%         6.75%         6.75%
Variable rate:
   UF-denominated......................      43,885        -          26,344         -          -             26,344        26,344
   Weighted average interest rate......       1.67%        -           5.24%         -          -              5.24%         5.24%
   US$-denominated.....................      36,290        -           -             -          29,690        29,690        29,690
   Weighted average interest rate......       3.93%        -           -             -           3.78%         3.78%         3.78%
</TABLE>

     Foreign Currency Exchange Rate Risks

     As of December 31, 2003, approximately 67.3% of our long-term interest
bearing debt was exposed to exchange rate fluctuations between the Chilean peso
and the U.S. dollar. The remaining 32.7% was UF-denominated and therefore not
subject to currency exchange rate risk. This risk has been partially minimized
because the parent company signed an interest rate swap agreement on July 17,
2003 with Banco Santander-Santiago for the debt it owes to Wachovia Bank,
National Association, and Rabobank Curacao N.V. in the amount of US$50.0
million. This agreement sets down a debt of Ch$35.000 million, at an exchange
rate of Ch$700, for principal and interest payments at the nominal annual base
rate plus 2.45%. As a result, debt exposure to the US dollar is expected to be
around 50.8% of the total.

     As of December 31, 2003, we had not entered into any derivative contracts
to limit our exposure to fluctuations between the Chilean peso and the U.S.
dollar.


                                       93
<PAGE>

      The following table summarizes the debt held by us at December 31, 2003.
The table presents principal payment obligations in millions of Chilean pesos by
maturity date for U.S. dollar-denominated debt obligations. These amounts have
been converted to Chilean pesos based on the observed exchange rate as of
December 31, 2003. That rate was US$1.00 = Ch$593.80. The amounts have been
restated to constant Chilean pesos as of December 31, 2003.

<TABLE>
<CAPTION>
                                             As of                             As of December 31, 2003
                                             -----                             -----------------------
                                       December 31, 2002
                                       -----------------

Liabilities                                   2002       2003          2004        2005       Thereafter       Total      Fair Value
-----------                                   ----       ----          ----        ----       ----------       -----      ----------
                                                                                (in millions of Ch$)

Long-Term Debt
Fixed rate:
<S>                                         <C>            <C>        <C>           <C>         <C>           <C>           <C>
   US$-denominated.....................     106,994        -           -             -          87,355        87,355        90,452
   Weighted average interest rate......      9.875%        -           -             -          9.875%        9.875%        8.977%
   US$-denominated.....................         541        -             304         -          -                304           304
   Weighted average interest rate......       13.0%        -           11.7%         -          -              11.7%         11.7%
   UF-denominated......................      44,460        -          19,120         -           7,191        26,311        26,311
   Weighted average interest rate......       6.92%        -           6.75%         -           6.75%         6.75%         6.75%
Variable rate:

   UF-denominated......................      43,885        -          26,344         -          -             26,344        26,344
   Weighted average interest rate......       1.67%        -           5.24%         -          -              5.24%         5.24%
   US$-denominated.....................      36,290        -           -             -          29,690        29,690        29,690
   Weighted average interest rate......       3.93%        -           -             -           3.78%         3.78%         3.78%
</TABLE>

     As of December 31, 2002, approximately 67.3% of our long-term interest
bearing debt was exposed to exchange rate fluctuations between the Chilean peso
and the U.S. dollar. The remaining 32.7% was denominated in the local currency
based index that is adjusted daily for inflation, the UF. Therefore it was not
subject to currency exchange rate risk. Approximately 79.8% of our U.S.
dollar-denominated debt, however, is related to our investments in Peru (US$148
million) and Bolivia (US$10 million).

     The actual foreign currency exchange risk to which we are exposed to
depends on the fluctuations of foreign exchange rates in which monetary assets
and liabilities are maintained as compared to the Chilean peso. For accounting
purposes, however, our results from operations are affected by variations in the
exchange rate between the U.S dollar and the Chilean peso. This is a result of
the application of Technical Bulletin No. 64 which is the accounting standard
used to record Coca-Cola Embonor's foreign investment denominated in U.S.
dollars. The effects of remeasuring many of our non-Chilean investments into
U.S. dollars are recorded in income. The accumulated effects of Chilean peso to
U.S. dollar exchange rate fluctuations are recorded in equity, net of any
price-level restatement due to the effects of Chilean inflation on such foreign
investments amounts.

     Long-term liabilities fell by Ch$ 62,166 million because of the payment of
principal on the Chilean Series A Bonds in August 2003 and the recognition in
the short term of the prepayments of part of the Chilean Series B bonds and the
entire Chilean syndicated loan in the first quarter of 2004, as well as the full
balance of the syndicated loan and part of the bilateral loan with Wachovia
Bank. As a result of these payments, the Parent Company and its subsidiaries
considerably reduced debt as compared to December 31, 2003 by approximately US$
100.0 million. The new debt profile of Coca-Cola Embonor and subsidiaries is
provided in the table below.


                                       94
<PAGE>

<TABLE>
<CAPTION>
                                                 Financial Debt Profile as of March 31st

          Instrument                 Balance           Balance                           Principal Amortizations

                                      as of             After
                                December 31, 2003     Prepayment         2004             2005             2006             2007
                                                                          (in million of US$)
<S>                                 <C>               <C>                 <C>          <C>             <C>               <C>
Syndicated Loan                      44,365.8                 -              -                -                -                -

Series B Bonds in UF                 44,308.9          11,597.6           0.02             0.10             0.20             0.30

144-A Bonds                         148,400.0         148,400.0              -                -        148,400.0                -

Bilateral Loan - Wachovia            25,000.0          17,500.0              -          5,000.0         10,000.0          2,500.0

Bilateral Loan - Rabobank            25,000.0          25,000.0              -          5,000.0         10,000.0         10,000.0

Credit Facilities                     9,200.0                 -              -                -                -                -
                                    ---------         ---------      ---------        ---------        ---------        ---------

Total                               296,274.7         202,497.6           0.02         10,000.1        168,400.2         12,500.3
                                    ---------         ---------      ---------        ---------        ---------        ---------
</TABLE>

     Trading Activities

     In producing and packaging our products we are exposed to the price
volatility of various commodities including sugar, resins, glass bottles and
aluminum. Prices we pay for such items are subject to fluctuation. When prices
increase, we may or may not pass on such increases to our customers. When we
have decided to pass on price increases in the past we have done so
successfully; however, our ability to recover increased costs through higher
pricing may be limited by the competitive environment in which we operate.
Coca-Cola Embonor's bottling contracts with The Coca-Cola Company restrict the
sources of supply of some raw materials, which could increase its costs and also
restrict its operations.

     Sugar is the most significant commodity with respect to which we are
exposed to commodity price risk. In Chile, Coca-Cola Embonor purchases sugar
primarily from Industria Azucarera Nacional S.A., the sole producer of sugar in
Chile, although we have on occasion purchased sugar on the international spot
market when prices are favorable. Chilean sugar prices are subject to a price
band established by the Chilean government on an annual basis that has
historically been consistent with international prices. In Peru and Bolivia, we
purchase sugar from both local and international spot markets.

     The Company enters into derivative agreements with financial institutions.
As of December 31, 2003 the Company had in place an interest rate swap in order
to convert certain fixed interest rate obligations to floating rate obligations.
The interest rate swap matures in March 2006. The Company also has in place
forward contracts to hedge against cash flow risks resulting from changes in the
price of certain raw materials, which are denominated in US dollars. The forward
contracts are matched against the expected payment dates of the raw materials
throughout 2003 and at the beginning of 2004. The Company does not enter into
derivative agreements for speculative purposes. See Note 29 to Coca-Cola
Embonor's consolidated financial statements.

Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

     Not applicable

                                     PART II

Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

     Not applicable


                                       95
<PAGE>

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

     Not applicable

Item 15. CONTROLS AND PROCEDURES

     As of the date of this Annual Report and under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, the Company has evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that the Company's disclosure controls and
procedures are effective in providing reasonable assurance that material
information is made known to management and that financial and non-financial
information is properly recorded, processed, summarized and reported. The
procedures associated to the Company's internal controls are designed to provide
reasonable assurance that the Company's transactions are properly authorized,
assets are safeguarded against unauthorized or improper use, and transactions
are properly recorded and reported. However, through the same design and
evaluation period of the disclosure controls and procedures, the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, recognized that there are inherent limitations to the effectiveness of
any internal control system regardless of how well designed and operated. In
such a way they can provide only reasonable assurance of achieving the desired
control objectives and no evaluation can provide absolute assurance that all
control issues or instances of fraud, if any, within the Company have been
detected.

     There were no considerable changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation or any corrective actions with regard to significant
deficiencies or material weaknesses.

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

     The board of directors has determined that Mr. Manuel Antonio Tocornal
Astoreca satisfies the requirements of an audit committee financial expert in
accordance with the Exchange Act. Mr. Manuel Antonio Tocornal Astoreca is an
independent director.

Item 16B. CODE OF ETHICS

     During 2003, we developed a code of ethics to reflect SEC rules and other
proposed regulations that were adopted by our board of directors, executive
officers and employees. All of our executives and employees accepted the
provisions of the code of ethics, which governs the actions of everyone who
works for us, including the employees of our subsidiaries. Our code of ethics
deals with the following issues:

o compliance with all the laws and regulations of this code of ethics;

o corporate opportunities and conflicts of interest;

o the quality of the public disclosures;

o the protection and appropriate use of our properties;

o the protection of confidential information and property;

o the use of privileged information;

o fair behavior;

o interaction with the government;

o compliance with antitrust laws;

o compliance with environment, health and safety laws and regulations;

o respect for others; and

o the retention of records policy.

A copy of our code of ethics is filed as an exhibit to this annual report. A
copy of this document is also available on our website (www.embonor.cl) under
the section "The Company - Code of Business Conduct". All interested investors
may acquire a copy of our code of ethics free of charge by sending electronic
mail to the attention of investor relations by accessing the section entitled
Relacion con Inversionistas on our website.


                                       96
<PAGE>

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The main fees paid to the external auditors, for the years ended December 31,
2003 and 2002 are the following:

               Concepts                       2002              2003

External auditors:                            ThCh$             ThCh$

Financial Statements Audit fees             163,897           145,869

Tax Fees                                      6,844             6,898

Audit-Related Fees                           38,565            38,696

All Other Fees                                3,755               900
                                            -------           -------
Total                                       213,061           192,363
                                            -------           -------

Financial Statements Audit fees

     Audit fees are fees billed for the audit of our annual consolidated
financial statements and for the limited review of the six month periods ending
June.

Tax Fees

     Tax fees in 2003 and 2002 were related to services for tax compliance, tax
planning and tax advice.

Audit-Related Fees

     Audit-related fees in 2003 and 2002 were comprised of accounting
consultations and services provided in connection with the preparation of our
annual report on Form 20-F.

All Other Fees

     All other fees in 2003 and 2002 were related to consulting and legal
services.

Pre-Approval Policies and Procedures

     The audit committee approves all audit, audit-related services, tax
services and other services provided by Ernst & Young Ltda. and lawyers and
other advisors fees. Any services provided by Ernst & Young Limitada. that are
not specifically included within the scope of the audit must be pre-approved by
the audit committee prior to any engagement. The audit committee is permitted to
approve certain fees for audit-related services, tax services and other services
pursuant to a de minimus exception before the completion of the engagement. In
2003, none of the fees paid to Ernst & Young Limitada were approved pursuant to
the de minimus exception.

Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

     Not applicable

Item 16E. PURCHASES OF EQUITY SECURITIES

     Not applicable


                                       97
<PAGE>

                                    PART III

Item 17. FINANCIAL STATEMENTS

Coca-Cola Embonor's financial statements have been prepared in accordance with
Item 18 hereof.

Item 18. FINANCIAL STATEMENTS

Index to Financial Statements

<TABLE>
<S>                                                                                                      <C>
      Report of Independent Auditors                                                                     F-1
      Coca-Cola Embonor S.A. and Subsidiaries Consolidated Balance Sheet                                 F-2
      Coca-Cola Embonor S.A. and Subsidiaries Consolidated Statements of Operations                      F-4
      Coca-Cola Embonor S.A. and Subsidiaries Consolidated Statements of Changes in Shareholders
            Equity                                                                                       F-5
      Coca-Cola Embonor S.A. and Subsidiaries Consolidated Statements of Cash Flows                      F-7
      Coca-Cola Embonor S.A. and Subsidiaries--Notes to the Consolidated Financial Statements            F-9
</TABLE>



                                       98
<PAGE>



REPORT OF INDEPENDENT AUDITORS


To the Shareholders of
Coca-Cola Embonor S.A. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Coca-Cola
Embonor S.A. and Subsidiaries (the "Company") as of December 31, 2003 and 2002,
and the related consolidated statements of operations, changes in shareholders'
equity and cash flows for each of the two years in the period ended December 31,
2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. The financial statements of Coca-Cola Embonor
S.A. and Subsidiaries for the year ended December 31, 2001 were audited by
Langton Clarke Limitada, a member firm of Andersen Worldwide, who issued an
unqualified opinion in their report dated March 2, 2002. Andersen Worldwide has
ceased operating as a member of the Securities and Exchange Commission Practice
Section of the American Institute of Certified Public Accountants.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coca-Cola Embonor S.A. and
Subsidiaries as of December 31, 2003 and 2002, and the results of their
operations and their cash flows for the years then ended, in conformity with
accounting principles generally accepted in Chile and the regulations
established by the Chilean Superintendency of Securities and Insurance, which
differ in certain respects from accounting principles generally accepted in the
United States of America (see Note 37 to the consolidated financial statements).


ERNST & YOUNG LIMITADA                       /s/ ERNST & YOUNG


Santiago, Chile
February 27, 2004


                                      F-1
<PAGE>

                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)

<TABLE>
<CAPTION>
                                                                                                 As of December 31,
                                                                                   ----------------------------------------------
ASSETS                                                                     Note        2002             2003             2003
                                                                                   ------------     ------------     ------------
                                                                                       ThCh$            ThCh$            ThUS$
CURRENT ASSETS:                                                                                                         (Note 2)
<S>                                                                                 <C>              <C>                  <C>
    Cash                                                                              9,920,971        4,269,584            7,190
    Time deposits                                                            3        6,526,213        2,355,946            3,968
    Marketable securities                                                    4        9,935,365            7,609               12
    Accounts receivable, net of allowance for doubtful accounts
      of ThCh$ 959,098 and ThCh$ 833,177 as of December 31,
      2002 and 2003, respectively                                            5       14,102,376       13,645,974           22,981
    Notes receivable, net of allowance for doubtful accounts
      of ThCh$ 1,171,007 and ThCh$ 1,410,302 as of December 31,
      2002 and 2003, respectively                                            5        6,878,815        6,741,249           11,353
    Miscellaneous receivables, net of allowance for doubtful
      Accounts of ThCh$ 436,158 and ThCh$ 386,718 as of
      December 31, 2002 and 2003, respectively                               5        1,895,122        1,928,829            3,248
    Amount due from related companies                                        6          925,498          104,010              175
    Inventories                                                              7       13,601,190        9,944,477           16,747
    Recoverable taxes                                                        8        1,029,132        1,007,411            1,696
    Deferred income taxes, net                                               8          717,218        1,185,660            1,997
    Prepaid expenses                                                                  4,947,018        2,877,948            4,847
    Spare parts and materials                                                         5,513,164        4,256,158            7,168
                                                                                   ------------     ------------     ------------
               Total current assets                                                  75,992,082       48,324,855           81,382
                                                                                   ------------     ------------     ------------

PROPERTY, PLANT AND EQUIPMENT, NET:

    Land                                                                     9       14,128,071       12,226,176           20,590
    Buildings and construction                                               9       49,373,391       45,151,324           76,038
    Machinery and equipment                                                  9      122,458,864      106,714,204          179,714
    Other property, plant and equipment                                      9      150,172,723      138,986,267          234,062
    Technical reappraisal of property, plant and
      equipment                                                              9        1,879,255        1,876,220            3,160
    Less:  Accumulated depreciation                                          9     (159,244,299)    (153,016,485)        (257,690)
                                                                                   ------------     ------------     ------------
               Property, plant and equipment, net                                   178,768,005      151,937,706          255,874
                                                                                   ------------     ------------     ------------

OTHER ASSETS:

    Investments in related companies                                        10        1,346,985        1,300,333            2,190
    Investments in other companies                                                      121,885          102,082              172
    Goodwill, net                                                           11      295,274,072      265,241,935          446,685
    Negative Goodwill, net                                                  12         (869,879)        (675,026)          (1,137)
    Long-term receivables                                                    5           36,466          208,436              351
    Intangibles, net                                                        13       17,750,469       13,520,782           22,770
    Other                                                                   14        8,608,416        5,263,954            8,865
                                                                                   ------------     ------------     ------------
               Total other assets                                                   322,268,414      284,962,496          479,896
                                                                                   ------------     ------------     ------------
Total assets                                                                        577,028,501      485,225,057          817,152
                                                                                   ============     ============     ============
</TABLE>

                 The accompanying Notes 1 to 37 are an integral
                       part of these financial statements.


                                      F-2
<PAGE>

                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)

<TABLE>
<CAPTION>
                                                                                                 As of December 31,
                                                                                   ----------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                                       Note        2002             2003             2003
                                                                                   ------------     ------------     ------------
                                                                                       ThCh$            ThCh$            ThUS$
CURRENT LIABILITIES:                                                                                                   (Note 2)
<S>                                                                                 <C>              <C>                  <C>
     Short-term bank liabilities                                            15                -        5,968,227           10,051
     Current portion of long-term bank liabilities                          16       17,894,090       26,763,741           45,072
     Current portion of bonds payable                                     17, 19     23,488,347       22,628,075           38,107
     Trade accounts payable                                                 17       17,820,611       12,879,085           21,689
     Notes payable                                                          17        1,852,664        1,739,425            2,929
     Miscellaneous payables                                                 17        1,934,682        1,292,425            2,177
     Amounts payable to related companies                                 6, 17       8,405,256        8,142,871           13,713
     Provisions                                                           17, 20      7,170,617       17,478,808           29,436
     Withholdings                                                           17        4,711,554        5,737,398            9,662
     Income taxes                                                           17                -           18,763               32
      Other current liabilities                                             17          457,285          246,407              415
                                                                                   ------------     ------------     ------------
               Total current liabilities                                             83,735,106      102,895,225          173,283
                                                                                   ------------     ------------     ------------

LONG-TERM LIABILITIES:

     Long-term bank liabilities                                             18       63,161,703       29,993,797           50,512
     Bonds payable                                                          19      133,291,073       94,545,676          159,221
     Provisions                                                             20        2,055,550        2,186,684            3,683
     Deferred income taxes, net                                             8         7,759,890        4,365,018            7,351
     Other long-term liabilities                                            21        7,304,960        9,685,696           16,311
                                                                                   ------------     ------------     ------------
               Total long-term liabilities                                          213,573,176      140,776,871          237,078
                                                                                   ------------     ------------     ------------

COMMITMENTS AND CONTINGENCIES                                               30

MINORITY INTEREST                                                           22       53,230,566       42,045,140           70,806

SHAREHOLDERS' EQUITY:                                                       23
      Paid-in capital, no par value:
          As of December 31, 2002 and 2003: Authorized, issued
          and outstanding - 510,853,230 shares                                      225,802,277      225,802,277          380,266
      Contributed surplus                                                            21,073,300       21,073,300           35,489
      Cumulative translation adjustment                                               6,414,928       13,530,671           22,787
      Accumulated deficit                                                           (10,163,027)     (26,800,852)         (45,134)
      Net loss for the year                                                         (16,637,825)     (34,097,575)         (57,423)
                                                                                   ------------     ------------     ------------
               Total shareholders' equity                                           226,489,653      199,507,821          335,985
                                                                                   ------------     ------------     ------------
                       Total liabilities and shareholders' equity                   577,028,501      485,225,057          817,152
                                                                                   ============     ============     ============
</TABLE>

                 The accompanying Notes 1 to 37 are an integral
                       part of these financial statements.


                                      F-3
<PAGE>

                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)

<TABLE>
<CAPTION>
                                                                                         Year ended December 31,
                                                                     --------------------------------------------------------------
                                                             Note        2001             2002             2003            2003
                                                                         ThCh$            ThCh$            ThCh$           ThUS$
                                                                     ------------     ------------     ------------    ------------
OPERATING INCOME:                                                                                                         (Note 2)
<S>                                                                    <C>             <C>              <C>                 <C>
Net sales                                                             240,514,634      241,094,955      221,081,333         372,316
Cost of sales                                                        (142,275,921)    (140,678,918)    (133,114,391)       (224,173)
                                                                     ------------     ------------     ------------    ------------
Gross profit                                                           98,238,713      100,416,037       87,966,942         148,143
Administrative and selling expenses                                   (72,566,223)     (80,450,826)     (71,641,870)       (120,650)
                                                                     ------------     ------------     ------------    ------------
Net operating income                                                   25,672,490       19,965,211       16,325,072          27,493
                                                                     ------------     ------------     ------------    ------------

OTHER INCOME AND EXPENSES:

Financial income                                                        1,320,246        5,368,508        6,959,422          11,720
Other non-operating income                                     24       6,187,460        2,005,247        6,214,976          10,466
Financial expenses                                                    (18,699,156)     (18,547,455)     (17,310,115)        (29,151)
Other non-operating expenses                                   24      (5,730,603)     (10,294,887)     (36,385,760)        (61,276)
Participation in income (losses) of related companies, net     10        (337,006)        (317,801)          54,358              92
Amortization of goodwill                                       11     (17,902,672)     (18,230,642)     (17,264,261)        (29,074)

Price-level restatement, net                                   25      (4,136,511)         905,627          199,641             336
Foreign exchange gain, net                                     26       3,686,418          680,708        4,034,546           6,794
                                                                     ------------     ------------     ------------    ------------
Non-operating expense, net                                            (35,611,824)     (38,430,695)     (53,497,193)        (90,093)
                                                                     ------------     ------------     ------------    ------------
Net loss before income taxes, extraordinary items,
   minority interest and amortization of negative
   goodwill                                                            (9,939,334)     (18,465,484)     (37,172,121)        (62,600)
Income taxes                                                   8       (2,422,724)       1,123,178        1,675,120           2,821
Extraordinary items                                            27       3,635,079          927,537            1,489               2
                                                                     ------------     ------------     ------------    ------------
Loss before minority interest and amortization of
   negative goodwill                                                   (8,726,979)     (16,414,769)     (35,495,512)        (59,777)
Minority interest participation in income                      22         (62,978)        (249,190)       1,361,284           2,292
                                                                     ------------     ------------     ------------    ------------
Loss before amortization of negative goodwill                          (8,789,957)     (16,663,959)     (34,134,228)        (57,485)
Amortization of negative goodwill                              12               -           26,134           36,653              62
                                                                     ------------     ------------     ------------    ------------
Net loss                                                               (8,789,957)     (16,637,825)     (34,097,575)        (57,423)
                                                                     ============     ============     ============    ============
</TABLE>

                 The accompanying Notes 1 to 37 are an integral
                       part of these financial statements.


                                      F-4
<PAGE>

                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)

<TABLE>
<CAPTION>

                                                                                                          Cumulative
                                                           Number           Paid-in       Contributed    Translation
                                                          of Shares         Capital         Surplus       adjustment
                                                                             ThCh$           ThCh$           ThCh$
<S>                                                       <C>             <C>              <C>             <C>
As of January 1, 2001                                     510,853,230     210,528,576      19,647,862         970,039

Transfer of prior year loss to retained earnings                    -               -               -               -

Price-level restatement of equity accounts                          -       6,526,386         609,084               -

Net Cumulative translation adjustment for the year                  -               -               -       3,338,440

Net loss for the year                                               -               -               -               -
                                                         ------------    ------------    ------------    ------------

As of December 31, 2001                                   510,853,230     217,054,962      20,256,946       4,308,479

Balance as of December 31, 2001 restated in
constant Chilean pesos as of December 31, 2003            510,853,230     219,225,512      20,459,515       4,351,564


<CAPTION>
                                                           Retained
                                                           Earnings
                                                         (Accumulated     Net loss for
                                                            Deficit)        the year           Total
                                                             ThCh$            ThCh$            ThCh$
<S>                                                       <C>              <C>              <C>
As of January 1, 2001                                      11,707,793      (12,987,987)     229,866,283

Transfer of prior year loss to retained earnings          (12,987,987)      12,987,987                -

Price-level restatement of equity accounts                    (39,686)               -        7,095,784

Net Cumulative translation adjustment for the year                  -                -        3,338,440

Net loss for the year                                               -       (8,449,445)      (8,449,445)
                                                         ------------     ------------     ------------

As of December 31, 2001                                    (1,319,880)      (8,449,445)     231,851,062

Balance as of December 31, 2001 restated in
constant Chilean pesos as of December 31, 2003             (1,333,079)      (8,533,939)     234,169,573
</TABLE>


<TABLE>
<CAPTION>

                                                                                                          Cumulative
                                                           Number           Paid-in       Contributed    Translation
                                                          of Shares         Capital         Surplus       adjustment
                                                                             ThCh$           ThCh$           ThCh$
<S>                                                       <C>             <C>              <C>             <C>
As of January 1, 2002                                     510,853,230     217,054,962      20,256,946       4,308,479

Transfer of prior year loss against retained earnings               -               -               -               -

Price-level restatement of equity accounts                          -       6,511,649         607,708               -

Net Cumulative translation adjustment for the year                  -               -               -       2,042,935

Net loss for the year                                               -               -               -               -
                                                         ------------    ------------    ------------    ------------
As of December 31, 2002                                   510,853,230     223,566,611      20,864,654       6,351,414

Balance as of December 31, 2002 restated in constant
Chilean pesos as of December 31, 2003                     510,853,230     225,802,277      21,073,300       6,414,928


<CAPTION>
                                                           Retained
                                                           Earnings
                                                         (Accumulated     Net loss for
                                                            Deficit)        the year           Total
                                                             ThCh$            ThCh$            ThCh$
<S>                                                       <C>              <C>              <C>
As of January 1, 2002                                      (1,319,880)      (8,449,445)     231,851,062

Transfer of prior year loss against retained earnings      (8,449,445)       8,449,445                -

Price-level restatement of equity accounts                   (293,078)               -        6,826,279

Net Cumulative translation adjustment for the year                  -                -        2,042,935

Net loss for the year                                               -      (16,473,094)     (16,473,094)
                                                         ------------     ------------     ------------
As of December 31, 2002                                   (10,062,403)     (16,473,094)     224,247,182

Balance as of December 31, 2002 restated in constant
Chilean pesos as of December 31, 2003                     (10,163,027)     (16,637,825)     226,489,653
</TABLE>

                 The accompanying Notes 1 to 37 are an integral
                       part of these financial statements.


                                      F-5
<PAGE>

                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)

<TABLE>
<CAPTION>

                                                                                                          Cumulative
                                                           Number           Paid-in       Contributed    Translation
                                                          of Shares         Capital         Surplus       adjustment
                                                                             ThCh$           ThCh$           ThCh$
<S>                                                       <C>             <C>              <C>             <C>
As of January 1, 2003                                     510,853,230     223,566,611      20,864,654       6,351,414

Transfer of prior year loss against retained earnings               -               -               -               -

Price-level restatement of equity accounts                          -       2,235,666         208,646               -

Net Cumulative translation adjustment for the year                  -               -               -       7,179,257

Net loss for the year                                               -               -               -               -
                                                         ------------    ------------    ------------    ------------
As of December 31, 2003                                   510,853,230     225,802,277      21,073,300      13,530,671
                                                         ============    ============    ============    ============

<CAPTION>
                                                           Retained
                                                           Earnings
                                                         (Accumulated     Net loss for
                                                            Deficit)        the year           Total
                                                             ThCh$            ThCh$            ThCh$
<S>                                                       <C>              <C>              <C>
As of January 1, 2003                                     (10,062,403)     (16,473,094)     224,247,182

Transfer of prior year loss against retained earnings     (16,473,094)      16,473,094                -

Price-level restatement of equity accounts                   (265,355)               -        2,178,957

Net Cumulative translation adjustment for the year                  -                -        7,179,257

Net loss for the year                                               -      (34,097,575)     (34,097,575)
                                                         ------------     ------------     ------------
As of December 31, 2003                                   (26,800,852)     (34,097,575)     199,507,821
                                                         ============     ============     ============
</TABLE>

(1) On January 29, 2004, the Company sold its entire participation of 60.45% in
the Peruvian subsidiary Embotelladora Latinoamericana S.A. ("ELSA") for
US$129,917,924, which was paid in full at the point of sale. As a result of this
transaction, the company has recognized in income, the balance of cumulative
translation adjustment relating to this subsidiary. See Note 24 b)


                 The accompanying Notes 1 to 37 are an integral
                       part of these financial statements.


                                      F-6
<PAGE>

                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


<TABLE>
<CAPTION>
                                                                                     Year ended December 31,
                                                                  ------------------------------------------------------------
                                                                     2001             2002            2003            2003
                                                                     ThCh$            ThCh$           ThCh$           ThUS$
                                                                  ------------    ------------    ------------    ------------
                                                                                                                     (Note 2)
<S>                                                                 <C>             <C>             <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Collection of accounts receivable                                  313,707,652     279,479,860     258,892,403         435,993
Financial income received                                            1,319,985       2,478,727       2,069,507           3,485
Other income received                                               11,580,060       8,819,921       6,062,671          10,210
Payments to suppliers and personnel                               (231,084,406)   (221,846,505)   (211,725,898)       (356,561)
Interest paid                                                      (19,329,615)    (18,187,223)    (18,595,750)        (31,317)
Income taxes paid                                                   (1,329,717)     (1,143,307)       (966,809)         (1,628)
Other expenses                                                      (3,135,340)     (2,271,974)     (2,089,088)         (3,518)
Valued-added taxes (VAT) and other similar items paid              (38,073,468)    (19,141,534)    (18,112,987)        (30,504)
                                                                  ------------    ------------    ------------    ------------
    Net cash provided by operating activities                       33,655,151      28,187,965      15,534,049          26,160
                                                                  ------------    ------------    ------------    ------------


CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings from banks and others                                       518,587      36,568,503       6,651,048          11,201
Other sources of financing                                              28,378             633       7,866,548          13,248
Payment of loans                                                      (247,562)    (14,668,939)    (18,233,159)        (30,706)
Payments of bonds                                                            -     (31,402,137)    (18,678,698)        (31,456)
Other disbursements for financing                                         (129)       (249,538)     (1,610,987)         (2,713)
                                                                  ------------    ------------    ------------    ------------
    Net cash provided by financing activities                          299,274      (9,751,478)    (24,005,248)        (40,426)
                                                                  ------------    ------------    ------------    ------------


CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property, plant and equipment                  1,238,410         493,920         415,004             699
Collection of other loans to related companies                       4,648,554               -       3,835,414           6,459
Other investment income                                                 31,623               -               -               -
Additions to property, plant and equipment                         (13,811,897)    (15,371,599)    (12,881,380)        (21,693)
Long-term investments                                               (1,995,879)       (892,400)        (20,122)            (34)
Other loans to related companies                                             -      (4,722,231)              -               -
Other investing activities                                            (140,898)       (169,478)        (48,864)            (82)
                                                                  ------------    ------------    ------------    ------------
Net cash used in investing activities                              (10,030,087)    (20,661,788)     (8,699,948)        (14,651)
                                                                  ------------    ------------    ------------    ------------
Net increase (decrease) in cash and cash equivalents                23,924,338      (2,225,301)    (17,171,147)        (28,917)
Price-level restatement of cash and cash equivalents                   181,035        (112,976)     (2,578,263)         (4,342)
                                                                  ------------    ------------    ------------    ------------
Net increase (decrease)  in cash and cash equivalents               24,105,373      (2,338,277)    (19,749,410)        (33,259)
                                                                  ------------    ------------    ------------    ------------
Cash and cash equivalents-Beginning of year                          4,615,453      28,720,826      26,382,549          44,429
                                                                  ------------    ------------    ------------    ------------
    Cash and cash equivalents-End of year                           28,720,826      26,382,549       6,633,139          11,170
                                                                  ============    ============    ============    ============
</TABLE>


                                      F-7
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)

<TABLE>
<CAPTION>
                                                                                     Year ended December 31,
                                                                  ------------------------------------------------------------
                                                                     2001             2002            2003            2003
                                                                     ThCh$            ThCh$           ThCh$           ThUS$
                                                                  ------------    ------------    ------------    ------------
                                                                                                                     (Note 2)
<S>                                                                 <C>             <C>             <C>                 <C>
RECONCILIATION OF NET INCOME (LOSS) FOR THE
YEAR TO NET CASH PROVIDED BY OPERATING
ACTIVITIES:

Net loss                                                            (8,789,957)    (16,637,825)    (34,097,575)        (57,423)
Adjustments to reconcile net income to net cash provided by
operating activities:
     Gain on sale of property, plant and equipment                      17,982         (73,518)       (225,565)           (380)
     Gain on sale of investment                                         (9,213)              -               -
     Depreciation                                                   20,536,446      21,672,090      19,003,498          32,003
     Amortization of goodwill                                       17,902,672      18,230,642      17,264,261          29,074
     Amortization of negative goodwill                                       -         (26,134)        (36,653)            (62)
     Amortization of other intangibles                               1,119,684       1,180,574       1,005,541           1,693
     Write-offs and provisions                                      (2,104,253)        893,705       1,343,797           2,263
     Participation in net gain or loss of related companies            337,006         317,801         (54,358)            (92)
     Amortization and write-off of deferred financing fees           1,573,170       2,253,191       4,967,828           8,366
     Foreign exchange, net                                          (3,686,418)       (680,708)     (4,034,546)         (6,794)
     Price-level restatement, net                                    4,136,511        (905,627)       (199,641)           (336)
     Provision related to sale of Peruvian operations                        -               -      26,317,478          44,320
     Release of provision related to bottle and case deposits                -         (19,348)     (1,759,646)         (2,963)
     Other credits to income that do not represent cash flows         (957,024)        (22,525)     (1,746,026)         (2,940)
     Other charges to income that do not represent cash flows          163,203         560,735       2,324,841           3,925

CHANGES IN OPERATING ASSETS/LIABILITIES:

(Increase) decrease in notes and accounts receivable                (1,225,621)      2,723,736       1,034,587           1,742
Decrease (increase) in inventories                                      90,309      (3,014,018)        539,806             909
Decrease in other current assets                                     3,530,427       5,278,811         104,510             176
Increase (decrease) in trade accounts payable and notes payable
   relating to operating activities                                    406,683       4,073,431      (6,104,887)        (10,283)
(Decrease) in interest payable                                        (351,871)         17,794      (1,690,610)         (2,850)
Increase (decrease) in trade accounts payable and notes payable
   related to non-operating activities                               1,852,012      (7,212,903)     (4,246,259)         (7,151)
(Decrease) increase in income taxes payable                           (228,583)          5,772      (4,381,531)         (7,381)
(Decrease) increase in VAT and other similar taxes                    (720,992)       (676,901)      1,566,483           2,638
Income (loss) attributable to minority interest                         62,978         249,190      (1,361,284)         (2,294)
                                                                  ------------    ------------    ------------    ------------
    Net cash provided by operating activities                       33,655,151      28,187,965      15,534,049          26,160
                                                                  ============    ============    ============    ============
</TABLE>



                                      F-8
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)

1.   Registration in the Securities Registry:

Coca-Cola Embonor S.A. (herein referred to as "the Company" or "Embonor") was
registered on September 25, 1997 under registration number No. 622 in the
Securities Registry as a corporation available for public trading subject to the
regulations of the Chilean Superintendency of Securities and Insurance (the
"SVS"). On December 1, 1997, its shares were listed on the Chilean Stock
Exchange.

An Extraordinary Shareholders' Meeting approved a change in the corporate name
on April 27, 2000 from Embotelladora Arica S.A. to Coca-Cola Embonor S.A.

2.   Summary of Significant Accounting Policies:

(a) General:

The Company operates principally in one industry segment, namely the production
and distribution of soft drinks in Chile and Bolivia. Operations in Peru were
divested in January, 2004 (see Note 35). The Company also produces and
distributes beer in certain markets. For the convenience of the reader, the
consolidated financial statements have been translated into English. Certain
reclassifications have been made to prior year numbers to conform to the current
year presentation and certain subtotals and clarifying account descriptions have
been added.

The consolidated financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in Chile and the
regulations established by the SVS (collectively "Chilean GAAP"), and the
specific corporate regulations of Law No. 18.046, related to the
formation, registration and liquidation of Chilean corporations, among others.
Certain accounting practices applied by the Company that conform with generally
accepted accounting principles in Chile do not conform with generally accepted
accounting principles in the United States. A description of the significant
differences in accounting standards and required disclosures is presented in
Note 37 to these financial statements.

The preparation of financial statements in conformity with Chilean GAAP, and the
preparation of the reconciliation to generally accepted accounting principles in
the United States ("US GAAP"), requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosures of contingent assets and liabilities as of the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

The accompanying financial statements reflect the consolidated results of
operations of Embonor and its subsidiaries. All significant intercompany
transactions have been eliminated in consolidation. The Company consolidates the
financial statements of companies in which it controls over 50% of the voting
shares, which are the following:

<TABLE>
<CAPTION>
                                                                        Direct and indirect ownership
                                                                 ------------------------------------------
Subsidiaries                                                       2001             2002             2003
                                                                 --------         --------         --------
<S>                                     <C>                      <C>              <C>              <C>
Inversora Los Andes S.A. and Subsidiary ("INANSA")               99.99987         99.99987         99.99987
Embotelladoras Bolivianas Unidas S.A. ("EMBOL")                  99.99897         99.99978         99.99978
Embotelladora Iquique S.A.                                       99.90000         99.90000         99.90000
Embonor S.A.                                                     99.84188         99.84188         99.95003
Embotelladora Arica Overseas                                     99.99999         99.99999         99.99999
Sociedad Cartera del Pacifico and Subsidiary ("SOCAP") (1)       79.34191         79.34191         81.73089
Embotelladora Latinoamericana S.A. ("ELSA") (3)                  57.14205         58.72516         60.45156
Industrial Iquitos S.A. ("IQUITOS") (2)                          43.49138         43.49138         53.81787
Embonor Holdings S.A.                                            99.99999         99.99999         99.99999
</TABLE>

The Company controls IQUITOS through its subsidiary ELSA


                                      F-9
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


2.   Summary of Significant Accounting Policies, continued:

(a)  General, continued:

(1)  As of December 23, 2003, SOCAP held accounts payable to Coca-Cola Embonor
     S.A. and Embotelladora Arica Overseas amounting to US$11,998,986 and
     US$12,076,197 respectively. Both such amounts were converted to equity
     resulting in an overall increase in the participation of SOCAP by the
     Company.

(2)  On December 30, 2003, an increase was made in the interest of Embotelladora
     Latinoamericana S.A. in Industrial Iquitos S.A. through debt
     capitalization. The indirect interest in the company was increased by
     10.3265%.

(3)  On May 7 and 8, 2002, Embonor Holdings S.A. directly purchased 13,424,542
     common and investment shares in Embotelladora Latinoamericana S.A. As of
     December 23, 2003 ELSA held accounts payable to Embonor Holdings S.A. and
     Embotelladora Arica Overseas amounting to US$11,998,968 and US$12,076,197
     respectively. Both such amounts were converted to equity resulting in an
     overall increase in the participation of ELSA by the Company.

(b)  Periods covered:

These financial statements reflect the Company's financial position as of
December 31, 2002 and 2003, and the results of its operations, the changes in
its shareholders' equity and its cash flows for each of the years ended December
31, 2001, 2002 and 2003.

(c)  Constant currency restatement:

The cumulative inflation rate in Chile as measured by the Chilean Consumer Price
Index ("CPI") for the three-year period ended December 31, 2003 was
approximately 7.25%.

Chilean GAAP requires that the financial statements be restated to reflect the
effects of the loss and gains in the purchasing power of the Chilean peso on the
financial position and results of operations of reporting entities. The method
described below is based on a model that enables calculation of net inflation
gains or losses caused by monetary assets and liabilities exposed to changes in
the purchasing power of local currency. The model prescribes that the historical
cost of all non-monetary accounts be restated for general price-level changes
between the date of origin of each item and the year-end.

The financial statements of the Company have been price-level restated in order
to reflect the effects of the changes in the purchasing power of the Chilean
currency during each year. All non-monetary assets and liabilities, all equity
accounts and income statement accounts have been restated to reflect the changes
in the CPI from the date they were acquired or incurred to year-end (see also
Note 25).

The purchasing power gain or loss included in the net loss for the year reflects
the effects of Chilean inflation on the monetary assets and liabilities held by
the Company.

The restatements were calculated using the official consumer price index of the
National Institute of Statistics and based on the "prior month rule," in which
the inflation adjustments are based on the CPI at the close of the month
preceding the close of the respective period or transaction. This index is
considered by the business community, the accounting profession and the Chilean
government to be the index that most closely complies with the technical
requirement to reflect the variation in the general level of prices in Chile,
and consequently it is widely used for financial reporting purposes.


                                      F-10
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


2.   Summary of Significant Accounting Policies, continued:

(c)  Constant currency restatement, continued:

The values of the Chilean consumer price indices used to reflect the effects of
the changes in the purchasing power of the Chilean peso ("price-level
restatement") are as follows:

                                                       Change Over
                                                        Previous
                                         Index         November 30
                                     --------------    -----------
November 30, 2001                        110.10            3.1%
November 30, 2002                        113.36            3.0%
November 30, 2003                        114,44            1.0%

By way of comparison, the actual values of the Chilean consumer price indices as
of the balance sheet date are as follows:

                                                       Change Over
                                                        Previous
                                         Index         December 31,
                                     --------------    -----------
December 31, 2001                        109.76            2.6%
December 31, 2002                        112.86            2.8%
December 31, 2003                        114.07            1.1%

The above-mentioned price-level restatements do not purport to represent
appraisal or replacement values and are only intended to restate all
non-monetary financial statement components in terms of local currency of a
single purchasing power and to include the gain or loss in purchasing power
arising from the holding of monetary assets and liabilities subject to the
effects of inflation, in the net result for each year.

Index-linked assets and liabilities

Assets and liabilities that are denominated in index-linked units of account are
stated at the year-end values of the respective units of account. The principal
index-linked unit used in Chile is the Unidad de Fomento ("UF"), which is
adjusted daily to reflect the changes in Chile's CPI. Some of the Company's
investments are linked to the UF. As the Company's indexed liabilities exceed
its indexed assets, the increase in the index results in a net loss on
indexation. Values for the UF are as follows (historical Chilean pesos per UF):

                                          Ch$
                                     --------------
December 31, 2001                      16,262.66
December 31, 2002                      16,744.12
December 31, 2003                      16,920.00


                                      F-11
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


2.   Summary of Significant Accounting Policies, continued:

(c)  Constant currency restatement, continued:

Comparative financial statements

For comparative purposes, the historical December 31, 2001 and 2002 consolidated
financial statements and their accompanying notes have been presented in
constant Chilean pesos as of December 31, 2003 purchasing power. For comparative
purposes, the December 31, 2001 and 2002 consolidated financial statements and
their accompanying notes have been restated by 4.0%(1) and 1.0 % respectively,
in order to present such information in terms of Chilean pesos as of December
31, 2003.

This updating does not change the prior periods' statements or information in
any way except to update the amounts to constant Chilean pesos of similar
purchasing power, for presentation purposes.

Convenience translation to US dollars

The financial statements are stated in Chilean pesos. The translations of
Chilean pesos into US dollars are included solely for the convenience of the
reader, using the observed exchange rate reported by the Chilean Central Bank as
of December 31, 2003 of Ch$ 593.80 to US$ 1.00. The convenience translations
should not be construed as representations that the Chilean peso amounts have
been, could have been, or could in the future be, converted into US dollars at
this or any other rate of exchange.

(d)  Assets and liabilities in foreign currency:

Assets and liabilities denominated in US dollars are detailed in Note 31. These
amounts have been stated at the observed exchange rates reported by the Central
Bank of Chile as follows:

                                     Ch$ per US$ 1.00
                                     ----------------
December 31, 2001                          654.79
December 31, 2002                          718.61
December 31, 2003                          593.80


(e)  Time deposits:

Time deposits are presented at cost plus accrued interest and UF indexation
adjustments, as applicable.

(f)  Marketable securities:

Marketable securities consist of mutual fund units. At the date of the financial
statements, they are stated at their redemption value.

(g)  Inventories:

Inventories are recorded at purchase price plus both direct and indirect
production costs and are adjusted for price-level restatement. Inventories are
stated at the lower of price-level restated cost and net realizable value. Costs
are removed from inventory on the basis of weighted-average cost. The recorded
values of inventories do not exceed their estimated net realizable value.

----------
(1) Originally reported 2001 figures multiplied by 3.0% then multiplied by 1.0%


                                      F-12
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


2.   Summary of Significant Accounting Policies, continued:

(h)  Property, plant and equipment and depreciation:

Property, plant and equipment are presented at cost plus price-level restatement
less accumulated depreciation. A technical appraisal of property, plant and
equipment was performed as of December 31, 1979 and 1994, and is included within
property, plant and equipment and restated for price-level changes. Depreciation
relating to machinery and transport equipment has been recorded according to
actual hours of usage. Depreciation for other assets has been calculated on a
straight-line basis according to their useful life as described below. :

                                             Years
                                       -----------------
Buildings and construction                   25-60
Machinery and equipment                      7-20
Furniture and fixtures                         7
Tools                                        5-10
Cases                                        5-10


(i)  Bottles and cases:

The Company classifies disposable bottles and cases within inventories at
acquisition cost plus price-level restatement.

The Company classifies plastic returnable bottles and glass bottles as property,
plant and equipment, which are recorded at cost plus price-level restatement.
Depreciation is computed using the straight-line method over a useful life of
five years for plastic bottles and ten years for glass bottles. Breakage is
charged to expense as incurred.

(j)  Deposits for bottles and cases:

The liability for bottle and case deposits in circulation has been estimated
based on a periodic inventory and a statistical analysis of those bottles and
cases in the possession of customers, valued at the average value of deposits
received during the last five years for each type of bottle or case. This
accounting policy has been authorized by the SVS.

(k)  Investments in other companies:

Investments in companies over which the Company does not exert significant
influence have been stated at cost plus price-level restatement.

(l)  Valuation of long-term investments:

Investments in companies over which the Company has significant influence have
been valued using the equity method. The Company has recognized its
proportionate share in the net loss of the investees on an accrual basis and has
eliminated the effects of unrealized profits resulting from intercompany
transactions.

In accordance with Technical Bulletin No. 64 ("BT64") of the Chilean
Association of Accountants, the investment in Comptec S.A. is maintained in US
dollars (see Note 2(w)).


                                      F-13
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


2.   Summary of Significant Accounting Policies, continued:

(m)  Goodwill and negative goodwill

The Company records acquisition costs of long-term investments in excess of the
proportion of the net equity acquired as goodwill, which is presented net of the
related amortization. All goodwill generated on acquisitions is amortized on a
straight-line basis over 20 years, the maximum period allowed by Circular
No.1358 of the SVS.

The Company has classified the proportion of the net equity of companies
acquired in purchase transactions in excess of the acquisition cost as negative
goodwill, which is presented net of amortization. Negative goodwill generated on
acquisitions is amortized on a straight-line basis over twenty years, the
maximum period allowed in accordance with Circular No. 368 of de
Superintendency of Securities and Insurance.

(n)  Income taxes:

Income taxes are charged to results in the same period in which the income and
expenses are recorded and are calculated in accordance with current tax laws in
Chile.

Beginning January 1, 2000, the Company records deferred income taxes in
accordance with Technical Bulletin Nos. 60 and complementary technical bulletins
thereto of the Chilean Association of Accountants, and with Circular No. 1466
issued on January 27, 2000 by the SVS, recognizing the deferred tax effects of
temporary differences between the financial and tax values of assets and
liabilities, using the liability method.

As a transitional provision, a contra asset or liability was recorded offsetting
the effects of the deferred tax assets and liabilities not recorded prior to
January 1, 2000. The contra assets or liabilities are being amortized to income
over the estimated average reversal periods corresponding to the underlying
temporary differences to which the deferred tax asset or liability relates.

(o)  Accrued vacation liability:

The Company records vacation expense on an accrual basis, in accordance with
Technical Bulletin No. 47, of the Chilean Association of Accountants.

(p)  Staff severance indemnities:

Although the parent company and its subsidiary, Embotelladora Iquique S.A., have
entered into collective bargaining agreements with their employees, these
agreements do not contain clauses covering severance indemnities. As a
consequence, no liability for long-term indemnities has been recorded. In those
cases where long-term severance indemnity payments have been made to employees,
such payments are charged to results in the same year that the payment is made.

As of December 31, 2001, 2002 and 2003, the subsidiaries Inversora Los Andes
S.A. and Embonor S.A., have recorded a liability for long-term severance
indemnities in accordance with the collective bargaining agreements with their
employees. This liability is recorded at the present value of the accrued
benefits, which are calculated by applying a real discount rate to the benefit
accrued as of year-end over the estimated average estimated remaining service
period. The discount rate used in calculating the obligation in Chile is 7%
while the discount rate used in Bolivia is 11.5%, over an average remaining
service period of 15 years.

Sociedad Cartera del Pacifico and its subsidiaries Embotelladora Latinoamericana
S.A. and Industrial Iquitos S.A. record long-term severance indemnities against
current profits on an accrual basis for the amount that would be payable if all
employees were to retire as of the end of each period.


                                      F-14
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


2.   Summary of Significant Accounting Policies, continued:

(q)  Cash equivalents:

The Company considers all highly liquid investments with a remaining maturity of
less than 90 days as of the closing date of the financial statements to be cash
equivalents.

(r)  Revenue recognition:

Revenues are recorded at the point of delivery.

(s)  Allowance for doubtful accounts:

As of December 31, 2002 and 2003, the Company has established allowances for
estimated uncollectable accounts, such amounts are presented net of accounts
receivable, documents receivable and miscellaneous receivables.

The general criteria for determining the allowance for doubtful accounts
consists of provisioning for 100% of receivables where legal proceedings have
started or where receivables are more than 360 days outstanding and 50% where
presented checks have not been cleared by the appropriate bank. Each bottling
plant also analyzes each of its customer on a specific base in order to
establish further allowance where recovery is doubtful.

(t)  Intangibles:

Intangible assets refer to trademarks that have been acquired, which are shown
at historic cost, restated for price level changes, net of amortization,
determined using the straight-line method on the basis of a useful life of 20
years.

(u)  Deferred financing fees:

Deferred financing fees on bonds issued in the US and Chilean markets are
amortized on a straight-line basis over the life of the bond, which does not
differ substantially from the effective rate method. Bond discount, the
difference between the nominal rate and the selling rate is recorded as a
deferred asset and amortized over the life of the bond. Similarly, this asset is
being amortized on a straight-line basis over the term of the obligation.

(v)  Financial risk hedging:

The Company enters into forward contracts with financial institutions to hedge
the cash flow risk related to the payment of debt in foreign currency against
foreign exchange rate variations. The forward contracts are recorded at their
fair values using the forward exchange rate as of year-end in accordance with
Technical Bulletin 57 of the Chilean Association of Accountants. Gains and
losses in adjusting the forward contracts to their fair value for those
transactions entered into to cover the risk of the changes in future cash flows
and designated as hedges are deferred and recorded as either assets or
liabilities with no immediate effect in income. -

During 2002, the Company signed an interest rate swap with a foreign financial
institution in order to hedge the market price of the US$160,000,000 bond issued
on the U.S. market. According to Technical Bulletin 57 of the Chilean
Association of Accountants, gains in adjusting the contract to its fair value
are deferred with no immediate effect in income, but losses are recorded in
income at the end of the period.


                                      F-15
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


2.   Summary of Significant Accounting Policies, continued:

(w)  Foreign currency translation:

In accordance with BT64, the financial statements of foreign subsidiaries whose
activities do not constitute an extension of the Chilean parent company's
operations and operate in countries that are exposed to significant risks,
restrictions, inflation, or exchange fluctuations are remeasured into US dollars
before translation to Chilean pesos. For the applicable financial statement
periods presented herein, the Company has remeasured its Bolivian and Peruvian
subsidiaries into US dollars as follows:

-    Monetary assets and liabilities are translated at year-end rates of
     exchange between the US dollar and the local currency;

-    All non-monetary assets and liabilities and shareholders' equity accounts
     are translated at historical rates of exchange between the US dollar and
     the local currency;

-    Income and expense accounts are translated at average rates of exchange
     between the US dollar and the local currency; and

-    The effects of any exchange rate fluctuations on monetary assets and
     liabilities as compared to the US dollar are included in the results of
     operations for the period.

Under BT 64, in the records of the parent company, net investments in foreign
subsidiaries are price-level restated. The effect of price-level restatement
that is reflected in income is separated from those of translation gains or
losses, which are reflected in equity in the account "Cumulative Translation
Adjustments", though the foreign investment itself is measured in US dollars.
Foreign exchange differences on US dollar-denominated liabilities that have been
designated as a hedge of such investments are also included in the same equity
account to the extent the hedge is effective.

3.   Time Deposits:

Time deposits as of each year-end are set out below:

<TABLE>
<CAPTION>
                                                                                 As of December 31,
                                                              Real Annual   -----------------------------
     Bank                                    Purchase           Interest         2002              2003
                                               Date              Rate %          ThCh$             ThCh$
   ---------------------------------     -------------------  -----------
<S>                                      <C>                      <C>        <C>               <C>
   Banco de Credito del Peru             December 31,2003         0.93                -           219,706
   Banco de Credito del Peru             December 31,2003         0.93                -           296,900
   Banco de Credito del Peru             December 31,2003         2.27                -           107,995
   Banco de Credito del Peru             December 31,2003         2.10                -           659,968
   Banco InterBank                       December 31,2003         2.50                -           205,704
   Banco InterBank                       December 31,2003         2.53                -           865,673
   Banco de Credito Bolivia              December 31,2003         5.70              726                 -
   Banco de Credito del Peru             December 31,2003         1.12          733,054                 -
   Banco de Credito del Peru             December 31,2003         3.30          350,608                 -
   Banco Interbank                       December 31,2003         3.85          217,409                 -
   Banco InterBank                       December 31,2003         3.85          309,429                 -
   Banco InterBank                       December 31,2003         3.85          309,429                 -
   Banco Santander C.Hispano             December 31,2003         3.25           92,918                 -
   BankBoston                            December 31,2003         3.70          227,302                 -
   BankBoston                            December 31,2003         3.75          247,923                 -
   BankBoston                            December 31,2003         3.81          247,923                 -
   Citibank                              December 27,2002         0.98        3,338,662                 -
   Citibank                              December 27,2002         0.98          450,830                 -
                                                                           ------------      ------------
   Total                                                                      6,526,213         2,355,946
                                                                           ------------      ------------
</TABLE>


                                      F-16
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


4.   Marketable Securities:

Marketable securities as described in Note 2(f) are summarized as follows:

                                                     As of December 31,
                                               -----------------------------
                                                     2002           2003
             Marketable Securities                   ThCh$          ThCh$
         ---------------------------------
         Fondos Mutuos Citi Funds Ltd.                    -            7,609
         Fondos Mutuos Citi Funds Ltd.            7,983,757                -
         Fondos Mutuos Citi Funds Ltd.              725,796                -
         Fondos Mutuos Citi Funds Ltd.              261,287                -
         Fondos Mutuos Citi Funds Ltd.              362,898                -
         Fondos Mutuos Citi Funds Ltd.               55,911                -
         BCI Fondos Mutuos                          545,716                -
                                               ------------     ------------
             Total                                9,935,365            7,609
                                               ============     ============


5.   Short and Long-term Receivables:

Short and long-term receivables are summarized as follows, including estimates
of allowances for doubtful accounts:

<TABLE>
<CAPTION>
                                                            Short-term Receivables
                            --------------------------------------------------------------------------------------
                                                           More than 90 days and up
                                  Up to 90 days                   To 1 year                     Subtotal
                            --------------------------    --------------------------    --------------------------
                               2002           2003           2002           2003           2002           2003
                               ThCh$          ThCh$          ThCh$          ThCh$          ThCh$          ThCh$
<S>                          <C>            <C>               <C>            <C>         <C>            <C>
Accounts receivable          13,846,837     13,508,195      1,214,637        970,956     15,061,474     14,479,151
    Estimated allowances        (25,907)       (53,481)      (933,191)      (779,696)      (959,098)      (833,177)
    for doubtful accounts
    Notes receivable          6,648,741      6,536,961      1,401,081      1,614,590      8,049,822      8,151,551
    Estimated allowances
    for doubtful accounts       (10,656)      (128,730)    (1,160,351)    (1,281,572)    (1,171,007)    (1,410,302)
   Miscellaneous
    receivables               1,626,559      1,807,294        704,721        508,253      2,331,280      2,315,547
    Estimated allowances
    for doubtful accounts          (350)             -       (435,808)      (386,718)      (436,158)      (386,718)
                            -----------    -----------    -----------    -----------    -----------    -----------
      Total                  22,085,224     21,670,239        791,089        645,813     22,876,313     22,316,052
                            ===========    ===========    ===========    ===========    ===========    ===========

<CAPTION>
                                                           Long-term Receivables
                             --------------------------  -------------------------
                            Total Short-term Receivables      Total Long-term
                                        (net)                   Receivables
                             --------------------------  -------------------------
                                2002          2003          2002          2003
                                ThCh$         ThCh$         ThCh$         ThCh$
<S>                           <C>           <C>               <C>          <C>
Accounts receivable           14,102,376    13,645,974             -             -
    Estimated allowances
    for doubtful accounts
    Notes receivable           6,878,815     6,741,249             -             -
    Estimated allowances
    for doubtful accounts
   Miscellaneous
    receivables                1,895,122     1,928,829        36,466       208,436
    Estimated allowances
    for doubtful accounts
                             -----------   -----------   -----------   -----------
      Total                   22,876,313    22,316,052        36,466       208,436
                             ===========   ===========   ===========   ===========
</TABLE>

The movement in the allowance for doubtful accounts as of December 31, 2001,
2002 and 2003 is as follows:

<TABLE>
<CAPTION>
Allowance for doubtful        Balance at the beginning   Charged to costs and   Charged to other                     Balance at the
accounts                              of period                expenses             accounts        Deductions       end of period
                                        ThCh$                   ThCh$                ThCh$             ThCh$             ThCh$
                              ------------------------   --------------------   ----------------   --------------    --------------
<S>                                   <C>                     <C>                       <C>          <C>                <C>
As of December 31, 2001               1,342,015               2,979,531                  -           (1,637,242)        2,684,304

As of December 31, 2002               2,684,304                 871,585                  -             (989,626)        2,566,263

As of December 31, 2003               2,566,263                 629,285                                (565,351)        2,630,197
</TABLE>


                                      F-17
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


6.   Balance and Transactions with Related Parties:

Balances with related parties, as of December 31, 2002 and 2003 are as follows:

<TABLE>
<CAPTION>
            Company                         2002             2003
Accounts Receivable(short-term):            ThCh$            ThCh$               Type of transaction
-------------------------------------  --------------   ---------------     ----------------------------
<S>                                        <C>               <C>               <C>
Coca-Cola de Chile S.A.                    798,143                 -           Commercial account (1)
Vital S.A.                                   4,548                 -           Commercial account (1)
Coca-Cola Peru                             122,807                 -           Commercial account (1)
Comptec S.A.                                     -           104,010           Commercial account (1)
                                       --------------   ---------------
     Total                                 925,498           104,010
                                       ==============   ===============
</TABLE>


<TABLE>
<CAPTION>
            Company                         2002             2003
Accounts Receivable(short-term):            ThCh$            ThCh$               Type of transaction
-------------------------------------  --------------   ---------------     ----------------------------
<S>                                        <C>               <C>               <C>
Coca-Cola de Chile S.A                    4,455,180         5,949,357          Commercial account (1)
Vital S.A.                                  961,229           697,229          Commercial account (1)
Envases Central S.A.                        967,049           476,231          Commercial account (1)
Coca-Cola Peru                            2,007,498           993,177          Commercial account (1)
Direnor S.A.                                 14,300            26,877         Transaction expenses (2)
                                       --------------   ---------------
     Total                                8,405,256         8,142,871
                                       ==============   ===============
</TABLE>

(1)  The commercial account corresponds to the purchase and sale of raw
     materials, products and containers. Such transactions have a maximum
     payment term of 45 days.

(2)  Transaction expenses correspond to the shipping and receiving of products
     to customers, which have a maximum payment term of 30 days.


The Company has no long-term balances with related parties as of December 31,
2002 and 2003.


                                      F-18
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


6.   Balance and Transactions with Related Parties, continued:

Transactions with related parties are as follows:

For the three years ended December 31, 2003 the Company and its subsidiaries had
the following transactions with related parties:

<TABLE>
<CAPTION>
                                                                                                              Net effect in
                                                                                                            Income Statement
                                                                        Transactions                           Gain (Loss)
                                                          ----------------------------------------  --------------------------------
                                                             2001          2002          2003         2001         2002       2003
Company         Relationship   Type of Transaction           ThCh$         ThCh$         ThCh$        ThCh$        ThCh$      ThCh$
--------------------------------------------------------  ----------------------------------------  --------------------------------
<S>             <C>            <C>                        <C>           <C>           <C>            <C>          <C>        <C>
Purchases:
Coca-Cola de    Shareholder    Purchase of raw materials  (31,071,122)  (29,474,078)  (30,151,540)          -           -          -
Chile S.A.
                               Purchase of materials                -             -      (593,369)          -           -          -
                               Sales of products                    -             -         2,172           -           -          -
                               Sales of service                 1,802           162        85,933       1,802       1,802          -
                               Advertising sales            1,663,975     1,362,084     1,733,472     204,396     163,450    161,832

Coca-Cola       Indirect       Purchase of raw materials   (7,137,471)   (3,476,032)   (6,158,934)          -           -          -
Peru S.A.                      Purchase of advertising     (1,408,358)   (5,746,831)      (13,736)          -           -          -
                               Purchase of products                 -             -      (260,495)          -           -          -
                               Purchase of services           (78,602)            -       (96,521)          -           -          -
                               Sales of raw materials         270,751       502,742       645,873           -           -          -
                               Sales of advertising         1,061,039        22,272        14,527           -           -          -
                               Sales of services               22,751         4,928         6,346      17,695       4,928      3,942

Vital S.A.      Common         Purchase of products        (7,508,975)   (4,899,244)   (5,991,024)          -           -          -
                Director       Sales of services                  836             -         9,550           -           -          -

Envases         Common         Purchase of products        (3,392,161)   (5,867,833)   (6,528,735)    (37,488)          -          -
Central S.A.    Director       Purchase of services                 -             -             -           -           -          -

Distribuidora   Common         Purchase of products          (115,582)      (58,453)            -           -           -          -
Direnor S.A.    Director       Purchase of services            (2,418)            -       (67,655)     (2,347)          -          -
</TABLE>

7.   Inventories:

Inventories as of each year-end are summarized as follows:

                                                   As of December 31,
                                             ----------------------------
                                                  2002          2003
                                             -------------  -------------
                                                 ThCh$          ThCh$

Finished products                                2,799,837      2,790,290
Raw materials                                    9,091,649      5,768,450
Imported raw materials in transit                  955,867        618,068
Promotional products for distribution              753,837        767,669
                                             -------------  -------------
          Total                                 13,601,190      9,944,477
                                             =============  =============


                                      F-19
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


8.   Income Taxes:

a)   Income tax provision

In accordance with Circular No. 1466 of the SVS related to income taxes and
deferred income taxes, the Company discloses the following information as of
December 31, 2003:

The Company is subject to taxes in the jurisdictions in which it operates and
taxes are determined on an individual entity basis. The Parent Company did not
establish an income tax provision for the years ended December 31, 2001, 2002
and 2003 as it reported losses for tax purposes for those years. The
consolidated balance sheet as of December 31, 2003 included ThCh$ 1,007,411
(ThCh$ 1,029,132 in 2002, and ThCh$ 3,797,443 in 2001) of recoverable taxes,
which relate to monthly income tax installments that are paid in advance,
training expenses and benefits relating to previous tax losses.

The following information relates to the tax provisions that have been
established on an individual basis in the jurisdictions in which it operates.

Chile

The subsidiary Embonor S.A. established an income tax provision amounting to
ThCh $30,569 as of December 31, 2003 (ThCh$ 21,682 in 2002 and ThCh$ 0 in 2001).
The balance of recoverable taxes amounting to ThCh$ 990,262 as of December 31,
2003 (ThCh $ 996,392 in 2002 and ThCh$ 3,710,325 in 2001) corresponds to tax
benefits for previous tax losses and training expenses.

On December 31, 2003, the Company recorded a credit to income in the amount of
ThCh$927,537 for income taxes because of tax benefits due to tax losses. Part of
this amount is expected to be reimbursed by the Internal Revenue Service during
2004.

The subsidiary Embotelladora Iquique S.A. established an income tax provision
amounting to ThCh$ 60,726 as of December 31, 2003 (ThCh$ 13,585 in 2002 and
13,063 in 2001). There was no balance of recoverable taxes as of December 31,
2003. However, as of December 31, 2002 and 2001, amounts of ThCh$ 18,559 and
ThCh$ 27,819, respectively, were recoverable relating to monthly income taxes
installments that are paid in advance and training expenses.

Bolivia

The tax on profits of the subsidiary Inversora Los Andes and its subsidiary is
considered, pursuant to Bolivian law, a payment on account of sales tax for the
following fiscal year. Therefore, since the tax on profits calculated is less
than the sales tax generated by the companies on recurring transactions, there
is no further payment of income taxes are due. As of December 31, 2003, taxes
relating to sales and recognized in income amounted to ThCh$ 1,000,578 (ThCh$
1,145,360 in 2002 and ThCh$ 1,263,922 in 2001).

Peru

The subsidiaries Sociedad Cartera del Pacifico and its subsidiary, Industrial
Iquitos S.A., have not accrued any income tax provisions since they have a loss
for tax purposes in the period. The recoverable taxes of these subsidiaries
amounted to ThCh$ 6,220 in 2003, (ThCh$ 10,947 in 2002 and ThCh$ 53,210 in
2001).

Certain long-term income taxes recoverable have been recorded under Other
long-tem assets (see Note 14) for the amount of ThCh$ 2,934,223 in 2003 (ThCh$
2,584,181 in 2002 and ThCh$ 2,428,861 in 2001).


                                      F-20
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


8.   Income Taxes, continued:

b)   Deferred income taxes

Pursuant to Circular No. 1450 of the Superintendency of Securities and
Insurance, deferred income taxes are recorded according to the principles
established in Technical Bulletins Nos. 60 and complementary technical bulletins
thereto of the Chilean Association of Accountants. These technical bulletins
came into effect on January 1, 2000, and under the transitional provisions of
the Accounting Standard, unrecorded deferred income tax balances as of January
1, 2000 were recorded as a "complementary asset or liability". Complementary
assets and liabilities are to be amortized over the estimated period of reversal
of the related temporary differences.

In accordance with Law No. 19,753, which was issued on September 28, 2001,
the corporate income tax rate increased from 15% to 16% for the year 2002 and
increased to 16.5% for the year 2003 and will increase to 17% for the year 2004
and thereafter.

In Peru income taxes and employees' participation are calculated in accordance
with current tax laws. The corporate income tax rate decreased from 30% to 27%
for the year 2002 and for the year 2003. Such rate will increase to 30% for the
year 2004 and thereafter. The employees' participation rate is 10%.

The corporate income tax rate in Bolivia is 25% and the transaction tax is
levied at 3.0% flat rate per transaction.

As of December 31, 2002 and 2003, the cumulative balances of the temporary
differences creating deferred income taxes are set out below:

<TABLE>
<CAPTION>
Description                                             2002
                              -------------------------------------------------------
                                    Deferred Asset             Deferred Liability
                              --------------------------    -------------------------
Temporary differences          Short-term     Long-term     Short-term     Long-term
                                 ThCh$          ThCh$          ThCh$         ThCh$
                              -----------    -----------    -----------   -----------
<S>                               <C>          <C>               <C>       <C>
Allowance for doubtful
accounts                          197,488        365,561              -             -
Inventories                       892,237              -              -             -
Vacation accrual                  176,413              -              -             -
Tax loss carry forwards                 -      6,441,679              -             -
Amortization of intangibles             -              -              -     5,631,470
Leasing assets                          -              -              -       638,253
Revaluation of PP&E from
purchase in Peru                        -              -              -     3,526,730
Obsolescence provision              7,176        130,810              -             -
Accelerated depreciation of
fixed assets                            -     29,928,462              -    38,664,578
Severance indemnities                   -              -              -       712,294
Other                             247,450              -         68,389        33,347
                              -----------    -----------    -----------   -----------
         Subtotal               1,520,764     36,866,512         68,389    49,206,672

Net complementary accounts       (735,157)   (29,497,973)             -   (34,078,243)
                              -----------    -----------    -----------   -----------
         Total                    785,607      7,368,539         68,389    15,128,429
                              -----------    -----------    -----------   -----------

                              -----------    -----------    -----------   -----------
Deferred income taxes, net        717,218              -              -     7,759,890
                              ===========    ===========    ===========   ===========

<CAPTION>
Description                                            2003
                              -------------------------------------------------------
                                    Deferred Asset             Deferred Liability
                              --------------------------    -------------------------
Temporary differences         Short-term      Long-term     Short-term     Long-term
                                 ThCh$          ThCh$          ThCh$         ThCh$
                              -----------    -----------    -----------   -----------
<S>                             <C>            <C>               <C>       <C>
Allowance for doubtful
accounts                          221,224        290,350              -
Inventories                       745,287              -              -
Vacation accrual                  199,686              -              -
Tax loss carry forwards                 -      7,818,606              -
Amortization of intangibles             -              -              -     4,838,534
Leasing assets                          -              -              -       494,071
Revaluation of PP&E from
purchase in Peru                        -              -              -     2,524,270
Obsolescence provision                668        166,602              -
Accelerated depreciation of
fixed assets                            -     23,854,958              -    35,753,160
Severance indemnities                   -              -              -       801,481
Other                             204,000              -         93,897        17,427
                              -----------    -----------    -----------   -----------
         Subtotal               1,370,865     32,130,516         93,897    44,428,943

Net complementary accounts        (91,308)   (24,069,002)             -   (32,002,411)
                              -----------    -----------    -----------   -----------
         Total                  1,279,557      8,061,514         93,897    12,426,532
                              -----------    -----------    -----------   -----------

                              -----------    -----------    -----------   -----------
Deferred income taxes, net      1,185,660              -              -     4,365,018
                              ===========    ===========    ===========   ===========
</TABLE>


                                      F-21
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


8.   Income Taxes, continued:

Income tax (expense) benefit for the years ended December 31, 2001, 2002 and
2003, is summarized as follows:

<TABLE>
<CAPTION>
                                                                                           2001          2002          2003
                                                                                           ThCh$         ThCh$         ThCh$
                                                                                        ----------    ----------    ----------
<S>                                                                                     <C>            <C>           <C>
Current income tax expense                                                              (1,276,985)   (1,180,627)   (1,091,873)
Prior year tax expense adjustment                                                          472,438       216,136        13,542
Net effect of deferred income tax assets and liabilities in the fiscal year             (6,577,455)   (2,100,651)   (1,243,537)
Net effect of amortization of deferred asset and liability complementary accounts        4,959,278     4,188,320     3,996,988
                                                                                        ----------    ----------    ----------
    Total                                                                               (2,422,724)    1,123,178     1,675,120
                                                                                        ==========    ==========    ==========
</TABLE>

9.   Property, Plant and Equipment, net:

Property, plant and equipment are composed principally of land, buildings,
construction in process and machinery and equipment located in plants in Chile,
Bolivia and Peru.

Machinery and equipment are comprised principally of production lines, water
treatment equipment, sugar blenders, plastic bottle blowers and transportation
vehicles.

Other property, plant and equipment include furniture and fixtures, tools and
advertising equipment. Containers include glass and returnable plastic bottles
and plastic cases.

Property, plant and equipment as of each period-end are as follows:

<TABLE>
<CAPTION>
                                                                 As of December 31, 2002     As of December 31, 2003
                                                                -------------------------   -------------------------
                                                                 Carrying     Accumulated    Carrying     Accumulated
                                                                   Value     Depreciation      Value     Depreciation
                                                                -----------   -----------   -----------   -----------
                                                                   ThCh$         ThCh$         ThCh$         ThCh$
<S>                                                              <C>           <C>           <C>           <C>
Land                                                             14,128,071             -    12,226,176             -
                                                                -----------   -----------   -----------   -----------
Buildings and construction:
Buildings                                                        48,625,467    11,313,206    44,953,398    11,396,270
Construction in process                                             747,924             -       197,926             -
                                                                -----------   -----------   -----------   -----------
             Total buildings and construction in process         49,373,391    11,313,206    45,151,324    11,396,270
                                                                -----------   -----------   -----------   -----------
Machinery and equipment:
Machinery and equipment                                         109,645,503    53,243,162    98,007,788    50,146,657
Transportation vehicles                                          12,813,361    11,418,701     8,706,416     7,628,305
                                                                -----------   -----------   -----------   -----------
   Total machinery and equipment                                122,458,864    64,661,863   106,714,204    57,774,962
                                                                -----------   -----------   -----------   -----------
Other property, plant and equipment:
Furniture and fixtures                                           23,344,803    19,378,243    20,505,198    17,682,317
Advertising equipment                                            53,230,497    30,971,786    46,683,811    30,308,612
Bottles and cases                                                71,318,028    32,154,066    69,530,918    34,975,781
Leasing and Software (1)                                          2,279,395       370,646     2,266,340       461,790
                                                                -----------   -----------   -----------   -----------
              Total other property, plant and equipment         150,172,723    82,874,741   138,986,267    83,428,500
                                                                -----------   -----------   -----------   -----------
Technical reappraisal of property,
plant and equipment (2)                                           1,879,255       394,489     1,876,220       416,753
                                                                -----------   -----------   -----------   -----------
     Total property, plant and equipment                        338,012,304   159,244,299   304,954,191   153,016,485
                                                                ===========   ===========   ===========   ===========
</TABLE>


                                      F-22
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


9.   Property, Plant and Equipment, net, continued:

(1) Leased assets are not legally owned by the Company until the purchase option
established in the respective contract is exercised and therefore the Company
cannot freely dispose of them.

(2) A technical reappraisal of property, plant and equipment at Coca-Cola
Embonor S.A., Embotelladora Iquique S.A. and Embonor S.A was made in December
1979 and 1994 by independent specialists. The reappraisal was made to adjust
property, plant and equipment to their estimated fair market value as of that
date, in accordance with Circular Nos. 550 and 1529 of the SVS. The
remaining balance of technical reappraisal of property, plant and equipment, net
of accumulated amortization, is as follows:

                                        As of December 31,
                                   ---------------------------
                                       2002           2003
                                   ------------   ------------
                                       ThCh$          ThCh$

Land                                  1,082,925      1,083,687
Buildings and construction              401,391        375,651
Machinery                                   450            129
                                   ------------   ------------
                                      1,484,766      1,459,467
                                   ============   ============

Depreciation expense during the years ended December 31 2001, 2002 and 2003 was
ThCh$20,536,446, ThCh$21,672,090 and ThCh$19,003,498 respectively.

As of December 31, 2003, management has carried out an assessment of the
recoverability of its fixed assets by comparing the carrying value with the
amount of cash flows that such assets could produce in the future. According to
such estimates, it is management's opinion that the recoverable economic value
of its fixed assets is greater than their carrying values and therefore no
provision for fixed asset impairment has been made at the balance sheet date.


                                      F-23
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


10.  Investments in Related Companies:

Equity investments in related companies as of December 31 are summarized as
follows:

<TABLE>
<CAPTION>
                    Shares of Investee             Ownership        Shareholders' Equity
                        Outstanding                Percentage            of Investee                  Net Income (Loss)
                   ---------------------     ---------------------  ---------------------     ----------------------------------
                     2002         2003           2002        2003      2002        2003         2001         2002        2003
                                                  %            %       ThCh$       ThCh$        ThCh$       ThCh$        ThCh$
<S>                <C>         <C>                <C>          <C>   <C>         <C>          <C>          <C>           <C>
Envases Central
S.A. (1)           3,123,745   3,123,745          33           33    2,721,237   2,956,132    (847,839)    (383,275)     234,896
Comptec S.A. (1)     130,000     130,000          20           20    2,244,887   1,624,043    (286,093)    (956,601)    (115,791)

     Total

<CAPTION>
                   Investment book value   Participation in net income (losses)
                   ---------------------   -----------------------------------
                     2002        2003         2001        2002          2003
                     ThCh$       ThCh$        ThCh$       ThCh$         ThCh$
<S>                  <C>         <C>        <C>          <C>            <C>
Envases Central
S.A. (1)             898,008     975,524    (279,787)    (126,481)      77,516
Comptec S.A. (1)     448,977     324,809     (57,219)    (191,320)     (23,158)
                   ---------   ---------   ---------    ---------    ---------
     Total         1,346,985   1,300,333    (337,006)    (317,801)      54,358
                   =========   =========   =========    =========    =========
</TABLE>

(1)  These investments are accounted for using the equity method, as the Company
     exerts significant influence over their operating and financial activities.



                                      F-24
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


11.  Goodwill:

Goodwill is valued according to the accounting criteria described in Note 2(m)
and is summarized as follows:

<TABLE>
<CAPTION>
                                              Goodwill, net                Amortization for the year
                                         -------------------------   ---------------------------------------
                                            2002          2003          2001          2002          2003
                                            ThCh$         ThCh$         ThCh$         ThCh$         ThCh$
                                         -----------   -----------   -----------   -----------   -----------
<S>                                      <C>           <C>            <C>           <C>           <C>
Bolivia
Inversora los Andes S.A                   15,544,290    11,787,324     1,066,874     1,136,756       930,021
Peru
Sociedad Cartera del Pacifico S.L.R       54,842,329    44,418,119     3,116,277     3,320,396     2,716,536
Embotelladora Latinoamericana S.A.:
- Industrial Iquitos S.A                   1,804,350     1,316,369       100,147       112,052        80,701
- Industrial Tisco y Cia. De               1,976,785     1,506,512       127,067       135,391       110,767
Transporte Cural S.A
 - Acquisition of North and South Peru     8,063,574     6,148,090       515,084       548,824       449,013
Chile
Embonor S.A                              213,042,744   200,065,521    12,977,223    12,977,223    12,977,223
                                         -----------   -----------   -----------   -----------   -----------
    Total                                295,274,072   265,241,935    17,902,672    18,230,642    17,264,261
                                         ===========   ===========   ===========   ===========   ===========
</TABLE>

Goodwill is comprised mainly as follows:

Bolivia

a)   On July 3, 1995, the subsidiary, Inversora los Andes S.A., acquired 99.9%
     of the shares in Embotelladoras Bolivianas Unidas S.A., a productive
     company. This transaction generated goodwill of ThCh$ 6,538,551. The
     amortization period remaining as of December 31, 2003 is 11.5 years.

b)   On January 8, 1996, Embotelladoras Bolivianas Unidas S.A. acquired the
     assets of Sociedad Boliviana Cotoca S.A., which gave Inversora Los Andes
     control of 81.7% of the shares in Embotelladoras Bolivianas Unidas S.A. The
     valuation of this additional investment generated goodwill of ThCh$
     5,678,891 before amortization. The amortization period remaining as of
     December 31, 2003 is 12 years.

c)   On December 24 and 30, 1997, Inversora Los Andes S.A. acquired 18.3% of the
     shares in Embotelladoras Bolivianas Unidas and took over control of 99.99%
     of the shares in the company. The valuation of the additional investment
     resulted in goodwill of ThCh$ 7,982,566. The amortization period as of
     December 31, 2003 is 14 years.

Goodwill also includes trademark royalties as at the time that the Company
carried out the purchases referred to above, there was no requirement under
Chilean GAAP to separately identify such intangibles. The trademarks that are
included in such goodwill are as follows:

-    The right to use the name of Vascal S.A. and Embotelladora Cotoca S.A. in
     relation to the operation of the industrial plants in La Paz, Oruro,
     Cochabamba, Santa Cruz, Sucre and Tarija, and their products for a period
     of 50 years; and

-    The rights to the "Mineragua", "Vital" and "Cotoca" trademarks.


                                      F-25
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


11.  Goodwill, continued:

Bolivia, continued:

Goodwill is amortized over a period of 20 years in accordance with Circular
No. 1358 of the Superintendency of Securities and Insurance.

Amortization for the year ended December 31, 2001, 2002 and 2003 amounted to
ThCh$ 1,066,874, ThCh$ 1,136,756 and ThCh$ 930,021, respectively.

Peru

a)   Embotelladora Latinoamericana S.A. ("ELSA")

The goodwill as of December 31, 2003, amounting to ThCh$8,970,971 (ThCh$
11,844,709 in 2002), corresponds to:

     -    The unamortized balance generated by the takeover in January 1997 of
          the subsidiaries Industrial Tisco S.A. and Compania de Transporte
          Cural S.A. amounting to ThCh$ 1,506,512 (ThCh$ 1,976,785 in 2002);

     -    The merger of ELSA's operations on January 1, 1998 with: Negociacion
          Sur Peruana S.A., Compania Industrial Nor Peruana S.A., Empresa
          Productora de Plasticos S.A., Transportadora and Comercializadora
          Lambayeque S.A. and Costos and Margenes S.A. amounting to ThCh$
          6,148,090 (ThCh$ 8,063,574 in 2002); and

     -    On April 11, 2001, Industrial Iquitos S.A. was transferred to ELSA
          from Coca-Cola Embonor S.A. In the books of ELSA S.A., goodwill was
          created, which is consolidated into the Company's books. Net goodwill
          relating to Industrial Iquitos S.A. amounts to ThCh$ 1,316,369 (ThCh$
          1,804,350 in 2002).

Amortization for the year ended December 31, 2001, 2002 and 2003 amounted to
ThCh$ 742,298, ThCh$ 796,267 and ThCh$ 640,481, respectively.

b)   Sociedad de Cartera del Pacifico S.R.L.

The goodwill as of December 31, 2003, amounting to ThCh$ 44,418,119 (ThCh$
54,842,329 in 2002), corresponds to the unamortized balance generated in the
acquisition of Embotelladora Latinoamericana S.A. from Inchcape Bottling, which
occurred in June 1999.

Amortization for the year ended December 31, 2001, 2002 and 2003 amounted to
ThCh$ 3,116,277, ThCh$ 3,320,396 and ThCh$ 2,716,536, respectively.


                                      F-26
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


11.  Goodwill, continued:

Chile

a)   Embonor S.A.

The goodwill as of December 31, 2003 amounting to ThCh$ 200,065,521 (ThCh$
213,042,744 in 2002), corresponds to the unamortized balance generated by the
acquisition of the Chilean bottling operations of Inchcape Bottling Chile S.A.
which occurred in May 1999.

Amortization for the year ended December 31, 2001, 2002 and 2003 amounted to
ThCh$ 12,977,223, ThCh$ 12,977,223 and ThCh$ 12,977,223, respectively.

12.  Negative Goodwill:

Negative goodwill is recorded as described in Note 2(m), and was generated in
the acquisition of shares in Embotelladora Latinoamericana S.A. in May of 2002.
Negative goodwill is amortized over a period of 20 years.

                                 Negative
                               Goodwill, net         Amortization for the year
                             ------------------    -----------------------------
                              2002       2003       2001       2002       2003
                              ThCh$      ThCh$      ThCh$      ThCh$      ThCh$
                             -------    -------    -------    -------    -------
Embotelladora                869,879    675,026          -     26,134     36,653
Latinoamericana S.A                                                            -
                             -------    -------    -------    -------    -------
    Total                    869,879    675,026          -     26,134     36,653
                             =======    =======    =======    =======    =======


13.  Intangibles:

Intangibles held by the Company as of December 31, 2002 and 2003 are as follows:

<TABLE>
<CAPTION>
                                      2002                                               2003
                ------------------------------------------------    ------------------------------------------------
                                  Accumulated                                         Accumulated
                 Gross Value      amortization       Net value       Gross Value      amortization       Net value
Trademarks          ThCh$            ThCh$             ThCh$            ThCh$            ThCh$             ThCh$
-------------   -------------    -------------     -------------    -------------    -------------     -------------
<S>                <C>              <C>               <C>              <C>              <C>                <C>
San Luis           16,784,067       (4,765,445)       12,018,622       13,731,651       (4,590,186)        9,141,465
Kola Inglesa        6,653,683       (1,888,919)        4,764,764        5,443,618       (1,819,451)        3,624,167
Other                 981,847          (14,764)          967,083          806,837          (51,687)          755,150
                -------------    -------------     -------------    -------------    -------------     -------------
Total              24,419,597       (6,669,128)       17,750,469       19,982,106       (6,461,324)       13,520,782
                =============    =============     =============    =============    =============     =============
</TABLE>

The trademarks are amortized over a period of 20 years.

Amortization expense during the years ended December 31 2001, 2002 and 2003
amounted to ThCh$ 1,119,684, ThCh$ 1,180,574 and ThCh$ 1,005,541 respectively.


                                      F-27
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


14.  Other Long-term Assets:

Other long term assets, include the following items:

<TABLE>
<CAPTION>
                                                              2002         2003
                                                              ThCh$        ThCh$
                                                            ---------    ---------
<S>                                                         <C>            <C>
Deferred financing fees from US bond issuance               1,627,085      903,862
Deferred financing fees from Chilean bond issuance          3,272,496    1,033,929
Deferred financing fees of Syndicated UF credit facility      359,679            -
Deferred financing fees Wachovia and Rabobank                       -      280,955
Recoverable income taxes                                    2,584,181    2,934,223
Other                                                         764,975      110,985
                                                            ---------    ---------
            Total                                           8,608,416    5,263,954
                                                            =========    =========
</TABLE>

On January 30, 2004, the Company paid UF 1,130,000 of the Chilean series B1 and
series B2 bonds. Also, on February 4, 2004, the Company paid the entire Chilean
syndicated loan.

On February 3, 2004, the Company paid US$7,500,000 of the loan owed to Wachovia.

The losses associated with the payment of loans are as follows:

Payment of loans                          Loss
                                          ThCh$
---------------------------------------------------
Series B1 and B2 bonds                  (133,448)
Syndicated credit                       (359,226)
Wachovia loan                            (27,449)


15.  Short-term Bank Liabilities:

<TABLE>
<CAPTION>
                                                  US Dollars                        Ch$                           Total
                                          --------------------------     --------------------------     --------------------------
                                             2002           2003            2002           2003            2002           2003
                                             ThCh$          ThCh$           ThCh$          ThCh$           ThCh$          ThCh$
                                          -----------    -----------     -----------    -----------     -----------    -----------
<S>                                                <C>       <C>                  <C>     <C>                    <C>     <C>
Banco de Credito de Bolivia                         -        831,347               -              -               -        831,347
Banco de Santa Cruz  de Bolivia                     -         12,484               -              -               -         12,484
Banco de Credito e Inversiones                      -              -               -      5,124,396               -      5,124,396
                                          -----------    -----------     -----------    -----------     -----------    -----------
    Total                                           -        843,831               -      5,124,396               -      5,968,227
                                          ===========    ===========     ===========    ===========     ===========    ===========
Principal owed                                      -        843,831               -      5,100,000               -      5,943,831
Weighted average nominal interest rate              -            4.5%              -            1.6%              -              -
</TABLE>

<TABLE>
<CAPTION>
                                                                                                           2002            2003
                                                                                                             %               %
                                                                                                        -----------    -----------
<S>                                                                                                         <C>            <C>
     Liabilities denominated in foreign currency                                                             -             14.1%
     Liabilities denominated in local currency                                                               -             85.9%
</TABLE>



                                      F-28
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


16.  Current portion of long-term Bank Liabilities:

<TABLE>
<CAPTION>
                                         US Dollars                      UF                        Total
                                  ------------------------    ------------------------    ------------------------
                                     2002          2003          2002          2003          2002          2003
                                     ThCh$         ThCh$         ThCh$         ThCh$         ThCh$         ThCh$
                                  ----------    ----------    ----------    ----------    ----------    ----------
<S>                                  <C>           <C>        <C>           <C>           <C>           <C>
Syndicated Chilean Banks                   -             -    17,661,454    26,551,507    17,661,454    26,551,507
Wachovia Bank                         50,024        35,851             -             -        50,024        35,851
Rabobank                              50,024        35,851             -             -        50,024        35,851
Banco de Credito del Peru             84,832        98,659             -             -        84,832        98,659
Banco Santander del Peru                   -        41,873             -             -             -        41,873
Banco Wiese                           47,756             -             -             -        47,756             -
                                  ----------    ----------    ----------    ----------    ----------    ----------
    Total                            232,636       212,234    17,661,454    26,551,507    17,894,090    26,763,741
                                  ==========    ==========    ==========    ==========    ==========    ==========
Principal owed                    36,929,331    29,830,532    43,992,755    26,344,440    80,922,086    56,174,086
Weighted average interest rate    Libor+2.5%   Libor +2.5%      TAB+1.4%      TAB+1.4%

                                                                                             2002          2003
                                                                                              %             %
                                                                                          ----------    ----------
     Liabilities denominated in foreign currency                                              1.3%          0.8%
     Liabilities denominated in local currency                                               98.7%         99.2%
</TABLE>



                                      F-29
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


17.  Current Liabilities (Excluding Bank Liabilities):

<TABLE>
<CAPTION>
                                                   UF                    U.S. Dollars                 Chilean pesos
                                        ------------------------    ------------------------    ------------------------
                                           2002          2003          2002          2003          2002          2003
                                           ThCh$         ThCh$         ThCh$         ThCh$         ThCh$         ThCh$
                                        ----------    ----------    ----------    ----------    ----------    ----------
<S>                                     <C>           <C>           <C>           <C>           <C>           <C>
Bonds payable                           19,457,612    19,874,381     4,030,735     2,753,694             -             -
Trade accounts payable                           -             -     6,571,179     5,146,522     8,656,706     6,213,400
Notes payable                                    -             -     1,669,292     1,710,003             -             -
Miscellaneous payables                           -             -             -             -     1,211,002     1,091,029
Amounts payable to related companies             -             -     4,771,897     3,682,804     3,633,359     4,460,067
Provisions                                       -             -             -    11,225,815     2,818,465     3,328,023
Withholdings                                     -             -             -             -     2,140,455     2,905,940
Income taxes                                     -             -             -             -             -        18,763
Other current liabilities                        -             -         1,452             -       166,134       171,339
                                        ----------    ----------    ----------    ----------    ----------    ----------
     Total                              19,457,612    19,874,381    17,044,555    24,518,838    18,626,121    18,188,561
                                        ==========    ==========    ==========    ==========    ==========    ==========

<CAPTION>
                                            Other currencies                 Total
                                        ------------------------    ------------------------
                                           2002          2003          2002          2003
                                           ThCh$         ThCh$         ThCh$         ThCh$
                                        ----------    ----------    ----------    ----------
<S>                                     <C>            <C>          <C>           <C>
Bonds payable                                    -             -    23,488,347    22,628,075
Trade accounts payable                   2,592,726     1,519,163    17,820,611    12,879,085
Notes payable                              183,372        29,422     1,852,664     1,739,425
Miscellaneous payables                     723,680       201,396     1,934,682     1,292,425
Amounts payable to related companies             -             -     8,405,256     8,142,871
Provisions                               4,352,152     2,924,970     7,170,617    17,478,808
Withholdings                             2,571,099     2,831,458     4,711,554     5,737,398
Income taxes                                     -             -             -        18,763
Other current liabilities                  289,699        75,068       457,285       246,407
                                        ----------    ----------    ----------    ----------
     Total                              10,712,728     7,581,477    65,841,016    70,163,257
                                        ==========    ==========    ==========    ==========


                                                                       2002          2003
                                                                        %             %
                                                                    ----------    ----------
     Liabilities denominated in foreign currencies                     42.26%        45.83%
     Liabilities denominated in local currency                         57.74%        54.17%
</TABLE>

18.  Long-term Bank Liabilities:

Long-term bank liabilities as of each year-end are as follows:

<TABLE>
<CAPTION>
                                                    2002                                      2003
                                                 ----------    ------------------------------------------------------------------
                                    Interest     Principal       Due in        Due in        Due in     More than 5     Principal
                                      rate          Due        1-2 years      2-3 years    3-5 years       years          Due
Financial institution    Currency       %          ThCh$          ThCh$         ThCh$         ThCh$         ThCh$        ThCh$
                                                 ----------    ----------    ----------    ----------    ----------    ----------
<S>                         <C>    <C>           <C>              <C>                <C>   <C>                   <C>   <C>
Wachovia Bank               US$    Libor+2.5%    18,144,903             -             -    14,845,000             -    14,845,000
RaboBank                    US$    Libor+2.5%    18,144,903             -             -    14,845,000             -    14,845,000
Banco Santander del Peru    US$          7.00%      132,340        66,277             -             -             -        66,277
Banco de Credito de Peru    US$         13.00%      408,257       237,520             -             -             -       237,520
Syndicated Chilean banks    UF     TAB+1.4%      26,331,300             -             -             -             -             -
                                                 ----------    ----------    ----------    ----------    ----------    ----------
      Total                                      63,161,703       303,797             -    29,690,000             -    29,993,797
                                                 ==========    ==========    ==========    ==========    ==========    ==========

                                                                  2002          2003
                                                                  ThCh$         ThCh$
                                                               ----------    ----------
     Total liabilities denominated in foreign currency            58.3%         100.0%
     Total liabilities denominated in local currency              41.7%          0.0%
</TABLE>

On July 9, 2003, the Parent Company became joint and several guarantor for its
subsidiaries Inversora Los Andes S.A., incorporated in Bolivia, and
Embotelladora Arica Overseas, incorporated in the Cayman Islands, in order to
secure its obligations under one-year loans granted by Embotelladora
Latinoamericana S.A. del Peru to such subsidiaries in the amount of US$5,500,000
(approximately ThCh$ 3,869,085) and US$10,000,000 (approximately ThCh$
7,034,700), respectively.

On July 17, 2003, the Parent Company signed an interest rate swap agreement with
Banco Santander Santiago for its debt with Wachovia Bank, National Association,
and Rabobank Curacao N.V. totaling US$50,000,000. This agreement fixes the
amount of debt at ThCh$35,000,000 at an exchange rate of Ch$700 for principal
and interest payments, at the nominal TAB rate plus 2,45%.


                                      F-30
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


19.  Bonds:

Long-term bond debt recorded as of December 31, 2003 amounted to ThCh$
117,173,751 (ThCh$ 156,779,420 in 2002), of which ThCh$ 3,508,475 related to
accrued interest (ThCh$ 4,436,863 in 2002). Further information is set out in
the table below:

<TABLE>
<CAPTION>
                                                  Stated
                                                  Interest     Maturity           Interest          2002          2003      Place of
     Listing No.       Amount placed   Currency   Rate (*)       date              Payment          ThCh$         ThCh$     issuance
--------------------   -------------   --------   --------   ----------------     -----------    -----------   -----------  --------
<S>                      <C>              <C>      <C>       <C>                  <C>            <C>           <C>           <C>
Long-term bonds short-term portion
      New York           158,000,000      US$      9.875%    March 15, 2006       Semi-Annual      4,030,735     2,753,694     USA
         224                 134,000      UF       7.000%    August 1, 2003       Semi-Annual      2,333,546             -    Chile
         224                 940,000      UF       7.000%    August 1, 2003       Semi-Annual     16,369,655             -    Chile
         224                 155,000      UF       6.750%    February 1, 2020     Semi-Annual         75,199     1,428,835    Chile
         224               1,400,000      UF       6.750%    February 1, 2020     Semi-Annual        679,212    18,445,546    Chile
                                                                                                 -----------  -----------
Total short-term portion                                                                          23,488,347    22,628,075
                                                                                                 ===========  ===========

Long-term bonds
      New York           158,000,000      US$      9.875%    March 15, 2006       Semi-Annual    106,993,595   87,354,676      USA
         224                 155,000      UF       6.750%    February 1, 2020     Semi-Annual      2,621,292    1,269,000     Chile
         224               1,400,000      UF       6.750%    February 1, 2020     Semi-Annual     23,676,186    5,922,000     Chile
                                                                                                 -----------  -----------
Total long-term portion                                                                          133,291,073   94,545,676
                                                                                                 ===========  ===========
     (*) Real interest rate
</TABLE>

During 2002, the Company carried out a repurchase of part of its series A1 and
A2 bonds, amounting to ThCh$ 36,167,120. Additionally, during December, 2002 the
Company repurchased US bonds for ThCh $2,000,000.

On August 1, 2003, the Company repaid the total capital of the Series A1 and A2
bonds in the amount of ThCh$18,192,797.

The losses associated with the bond repurchases are as follows:

Bond repurchases                          Loss
                                          ThCh$
---------------------------------------------------
Series A1 and A2 bonds                  (721,973)
US bonds                                (104,653)

As of and for the year-ended December 31, bond issuance expenses are summarized
as follows:

<TABLE>
<CAPTION>
                                           2001
------------------------------------------------------------------------------------------
                               Deferred
                               Expenses        Additions     Amortization        Balance
                                 ThCh$           ThCh$           ThCh$            ThCh$
                             ------------    ------------    ------------     ------------
<S>                             <C>               <C>          <C>               <C>
Bonds issued in the US          3,919,213               -        (661,566)       3,257,647
Bonds issued in Chile           4,875,723         565,874        (676,568)       4,765,029
                             ------------    ------------    ------------     ------------
   Total                        8,794,936         565,874      (1,338,134)       8,022,676
                             ============    ============    ============     ============
</TABLE>

Of the above deferred expenses ThCh$ 6,846,311 are classified as long-term in
"other long term assets" and ThCh$1,536,365 are classified as short term in
"prepaid expenses."


                                      F-31
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


19.  Bonds, continued:

<TABLE>
<CAPTION>
                                           2002
------------------------------------------------------------------------------------------
                               Deferred
                               Expenses        Additions     Amortization        Balance
                                 ThCh$           ThCh$           ThCh$            ThCh$
                             ------------    ------------    ------------     ------------
<S>                             <C>               <C>          <C>               <C>
Bonds issued in the US          3,257,647               -        (847,150)       2,410,497
Bonds issued in Chile           4,765,029         108,123      (1,107,729)       3,765,423
                             ------------    ------------    ------------     ------------
   Total                        8,022,676         108,123      (1,954,879)       6,175,920
                             ============    ============    ============     ============
</TABLE>

Of the above deferred expenses ThCh$4,899,581 are classified as long-term in
"other long term assets" and ThCh$1,276,339 are classified as short term in
"prepaid expenses."

<TABLE>
<CAPTION>
                                           2003
------------------------------------------------------------------------------------------
                               Deferred
                               Expenses        Additions     Amortization        Balance
                                 ThCh$           ThCh$           ThCh$            ThCh$
                             ------------    ------------    ------------     ------------
<S>                             <C>               <C>          <C>               <C>
Bonds issued in the US          2,410,496               -        (723,286)       1,687,210
Bonds issued in Chile           3,765,424          28,238      (2,759,734)       1,033,928

                             ------------    ------------    ------------     ------------
   Total                        6,175,920          28,238      (3,483,020)       2,721,138
                             ============    ============    ============     ============
</TABLE>

Of the above deferred expenses ThCh$1,937,791 are classified as long-term in
"other long term assets" and ThCh$783,347 are classified as short term in
"prepaid expenses."

20.  Provisions:

Current accruals as at December 31, 2002 and 2003 are as follows:

                                                 2002          2003
                                                 ThCh$         ThCh$
                                              ----------    ----------
Goods received not invoiced                    2,463,291     1,361,178
Accrued utility expenses                       1,165,073     1,265,121
Bonuses                                          742,081       580,470
Accrued vacation expense                       2,250,080     2,222,040
Staff severance indemnities                      536,642       680,162
Loss on sale of  Peruvian operations                   -    11,222,845
Other Provisions                                  13,450       146,992
                                              ----------    ----------
     Total                                     7,170,617    17,478,808
                                              ==========    ==========


Long-term provisions as of December 31, 2002 and 2003 are as follows:

                                                 2002          2003
                                                 ThCh$         ThCh$
                                              ----------    ----------
Severance indemnities                          2,055,550     2,186,684
                                              ----------    ----------
     Total                                     2,055,550     2,186,684
                                              ==========    ==========


                                      F-32
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


21.  Other Long-term Liabilities:

Other long-term liabilities as of each year-end, are as follows:

                                                 2002          2003
                                                 ThCh$         ThCh$
                                              ----------    ----------
Deposits for bottles and cases (1)             5,831,895     3,705,546
Leasing obligations, net                       1,239,338       701,648
Fair value of swap                                     -     5,192,060
Other                                            233,727        86,442
                                              ----------    ----------
     Total                                     7,304,960     9,685,696
                                              ==========    ==========


(1) On December 31, 2003, the Company released part of the liability for bottle
guarantee deposits. During the year, the Company carried out a sample physical
inventory of bottles existing in the market. The release of the provision has
been estimated based on this physical inventory, see accounting policy in Note 2
(j). This reversal generated a credit of ThCh$1,888,242 to income, which is
shown in "other non-operating income."



                                      F-33
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


22.  Minority Interest:

The amounts recorded for minority interests in the income statement and in the
balance sheet are as follows:

<TABLE>
<CAPTION>
Company                        Minority      Minority      Company              Profit (loss) for the year
                               interest      interest      Equity      ------------------------------------------
                                 2002          2003         ThCh$          2001           2002           2003
                                   %             %                         ThCh$          ThCh$          ThCh$

<S>                             <C>           <C>         <C>            <C>           <C>            <C>
Embotelladora Iquique S.A       0.10000       0.10000     12,848,225        462,340       450,622        996,205
Arica Overseas S.A              0.00001       0.00001     57,015,251        698,231      (735,535)     2,129,702
Embonor S.A                     0.06675       0.04997    179,998,875     10,269,271     4,821,734      4,773,994
Embonor Holdings S.A            0.00001       0.00001    102,573,555              -    (1,136,021)   (19,583,438)
Elsa S.A                       26.39689      26.39689     86,674,267      2,593,792     2,616,836     (3,638,879)
Socap SRL                      20.65810      18.26911    104,533,615     (2,747,684)   (2,042,546)    (1,990,437)
Industrial Iquitos S.A         23.88900       8.57595       (401,338)      (468,206)      (97,504)      (455,668)
Inansa S.A                      0.00013       0.00013     46,847,228      1,561,280       335,047        (54,454)
Embol S.A                       0.00009       0.00009     40,821,383      2,023,662       830,486        549,488

            Total


<CAPTION>
Company                                Minority interest            Minority interest participation in  (income) loss
                              ---------------------------------   ------------------------------------------------------
                                  2002                2003                 2001                2002               2003
                                  ThCh$               ThCh$                ThCh$               ThCh$              ThCh$
                                                                  ----------------   ----------------   ----------------
<S>                               <C>                <C>                  <C>                <C>              <C>
Embotelladora Iquique S.A             11,851             12,848               (463)              (451)              (996)
Arica Overseas S.A                         -                  -                  -                  -                  -
Embonor S.A                          136,915             89,942            (16,237)            (3,219)              (982)
Embonor Holdings S.A                       1                  1                  -                  -                  -
Elsa S.A                          29,197,803         22,879,308           (725,741)          (690,763)           960,550
Socap SRL                         24,172,631         19,097,360            567,619            421,952            363,635
Industrial Iquitos S.A              (288,754)           (34,419)           111,848             23,293             39,078
Inansa S.A                                73                 61                 (2)                 -                  -
Embol S.A                                 46                 39                 (2)                (2)                (1)
                              --------------   ----------------   ----------------   ----------------   ----------------
            Total                 53,230,566         42,045,140            (62,978)          (249,190)         1,361,284
                              ==============   ================   ================   ================   ================
</TABLE>


                                      F-34
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


23.  Changes in Shareholders' Equity:

In accordance with Chilean GAAP at the year-end any revaluation for price-level
restatement of paid-in capital must be added to the capital account. At December
31, 2003 there were 244,420,704 series A shares and 266,432,526 series B shares
in issuance at paid up value of $ 442.01 per share. The Company's shares do not
have a par value.

The rights and attributes of each of the classes of shares are as follows:

     o    Series A shareholders have the right to vote for and elect six of
          seven directors; and

     o    Series B shareholders who together have a minimum of 5% vote of the
          series B shareholders have the right to demand that the Board of
          Directors hold an extraordinary shareholders meeting. Furthermore, the
          one director elected by the Series B shareholders has the right to
          call a Board meeting at any time. They also have the right to 5%
          greater dividends than Series A shares.

a)   Number of shares

The number of shares as detailed in the consolidated statement of Changes in
Shareholders' Equity is split as of December 31, 2003 as follows:


                    No. of subscribed   No. of paid-in     No. of voting
    Series                shares             shares            shares
------------------  -----------------  ----------------  ----------------
       A                 244,420,704        244,420,704       244,420,704
       B                 266,432,526        266,432,526       266,432,526
                    -----------------  ----------------  ----------------
     Total               510,853,230        510,853,230       510,853,230
                    =================  ================  ================


b)   Capital

      Series        Subscribed capital  Paid-in capital
                          ThCh$             ThCh$
------------------  -----------------  ----------------
       A                  108,036,415       108,036,415
       B                  117,765,862       117,765,862
                    -----------------  ----------------
     Total                225,802,277       225,802,277
                    =================  ================


c)   Other reserves

In accordance with Official Circular No. 5,294 of October 20, 1998 and Technical
Bulletin No. 64, permanent investments abroad are recorded as follows:

1)   US dollar denominated liabilities assumed by Coca-Cola Embonor S.A. have
     been designated as an economic hedge of its investments abroad amounting to
     ThCh$ 93,820,400 as of December 31, 2003 (US$158,000,000).



                                      F-35
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


23.  Changes in Shareholders' Equity, continued:

c)   Other reserves, continued:

2)   The "Cumulative translation adjustment" account includes the following
     adjustments for foreign exchange during each of the three years in the
     period ended December 31, 2003 as follows:

<TABLE>
<CAPTION>
                                                                        Bolivia,       Peru, Sociedad de
                                                   Embonor           Inversora Los       Cartera del
                                                 Holdings S.A.         Andes S.A.       Pacifico S.R.L.          Total
                                                     ThCh$               ThCh$               ThCh$               ThCh$
                                                  -----------         -----------         -----------         -----------
<S>                                                <C>                  <C>                <C>                 <C>
                                                            -           4,849,352          (3,879,313)            970,039
As of January 1, 2001
Transfer of investment                                      -                   -                   -                   -
Economic hedge (1)                                          -            (654,083)         (9,731,804)        (10,385,887)
Translation adjustment for the year                         -           4,816,252           8,908,075          13,724,327
Transfer of investment, Dec. 28, 2001              14,087,878          (4,816,252)         (9,271,626)                  -
                                                  -----------         -----------         -----------         -----------
As of  December 31, 2001                           14,087,878           4,195,269         (13,974,668)          4,308,479
                                                  -----------         -----------         -----------         -----------
Restated to constant Chilean pesos as of           14,228,757           4,237,222         (14,114,415)          4,351,564
December 31, 2002

As of January 1, 2002
Transfer of investment                             14,087,878           4,195,269         (13,974,668)          4,308,479
Economic hedge (1)                                          -            (481,238)         (7,139,311)         (7,620,549)
Translation adjustment for the year                 9,663,484                   -                   -           9,663,484
                                                  -----------         -----------         -----------         -----------
As of  December 31, 2002                           23,751,362           3,714,031         (21,113,979)          6,351,414
                                                  -----------         -----------         -----------         -----------
Restated to constant Chilean pesos as of           23,988,876           3,751,171         (21,325,119)          6,414,928
December 31, 2003

As of January 1, 2003
Transfer of investment                             23,751,362           3,714,031         (21,113,979)          6,351,414
Economic hedge (1)                                          -           1,300,420          19,296,304          20,596,724
Translation adjustment for the year               (13,417,467)                  -                   -         (13,417,467)
                                                  -----------         -----------         -----------         -----------
As of December 31, 2003                            10,333,895           5,014,451          (1,817,675)         13,530,671
                                                  ===========         ===========         ===========         ===========
</TABLE>

(1)  Foreign exchange loss on US$ denominated liabilities designated as an
     economic hedge of foreign investments.

d)   Shareholders' Distribution

Pursuant to Circular 792 of the SVS, the shareholders of the Parent Company were
comprised as follows at the close of the financial statements:

<TABLE>
<CAPTION>
                                                                          Ownership                Number of
                                                                         percentage               Shareholders
                                                                    ---------------------     ---------------------
Type of Shareholder                                                   2002         2003         2002         2003
                                                                      ThCh$        ThCh$        ThCh$        ThCh$
                                                                    --------     --------     --------     --------
<S>                                                                   <C>          <C>             <C>          <C>
Holding of 10% or more                                                 70.82        70.82            2            2
Less than 10% holding and investment of 200 UF or more                 28.83        29.00           99          140
Less than 10% holding and investment of less than 200 UF                0.35         0.18          322          245
                                                                    --------     --------     --------     --------
     Total                                                            100.00       100.00          423          387
                                                                    --------     --------     --------     --------
</TABLE>

The Company has not distributed dividends to its shareholders during 2001, 2002
or 2003.


                                      F-36
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


24.  Other Non-Operating Income and Expenses:

a)   Other non-operating income for the years ended December 31, are as follows:

<TABLE>
<CAPTION>
                                                                                    As of December 31,
                                                                    ----------------------------------------------------
                                                                        2001                2002                2003
                                                                        ThCh$               ThCh$               ThCh$
                                                                    ------------        ------------        ------------
<S>                                                                    <C>                 <C>                 <C>
Gain from sale of fixed assets                                           133,185             218,569             386,557
Profit on sale of other products                                         414,976             681,357             349,020
Reversal of provision for bottle and case deposits (1)                         -              19,348           1,888,242
Reversal of provisions                                                 2,438,977             139,656             179,322
Net foreign exchange gain (2)                                          2,029,479                   -           2,969,389
Gain on sale of broken glass                                              34,797              64,417              94,581
Other miscellaneous income                                             1,136,046             881,900             347,865
                                                                    ------------        ------------        ------------
      Total                                                            6,187,460           2,005,247           6,214,976
                                                                    ============        ============        ============
</TABLE>

(1) On December 31, 2003, the company recorded the reversal of part of the
liability for bottle guarantee deposits based on the results of a survey of
bottles existing in the market. This reversal generated a credit of
ThCh$1,888,242 to income.

(2) Foreign exchange gains resulting from conversion of foreign subsidiaries to
United States dollars in accordance with Technical Bulletin 64.

b)   Other non-operating expenses for the years ended December 31 are as
     follows:

<TABLE>
<CAPTION>
                                                                                    As of December 31,
                                                                    ----------------------------------------------------
                                                                        2001                2002                2003
                                                                        ThCh$               ThCh$               ThCh$
                                                                    ------------        ------------        ------------
<S>                                                                    <C>                 <C>                 <C>
Loss on sale of fixed assets                                             151,167             145,051             160,992
Amortization of deferred bond issuance costs                           1,773,241           2,276,980           1,990,856
Bottle and case write-off                                                386,101             327,986              51,661
Directors' Fees                                                          266,223             267,501             273,903
Reorganizational costs                                                   876,811                   -                   -
Amortization of intangibles                                            1,119,684           1,180,574           1,005,541
Expenses relating to bond repurchase                                           -             969,531                   -
Recognition of fair value of swap                                              -           1,113,861           1,631,654
Net foreign exchange loss (1)                                                  -           1,690,467                   -
Travel expenses and fees                                                 464,867             645,098             486,374
Bond risk classifier costs                                               306,648                   -                   -
Other miscellaneous expenses                                             385,861             921,998           1,194,234
Loss on sale of investment (2)                                                 -                   -          13,528,834
Adjustment for loss on sale of Peruvian operations (2)                         -                   -          15,094,633
Bank expenses                                                                  -             755,840             967,078
                                                                    ------------        ------------        ------------
       Total                                                           5,730,603          10,294,887          36,385,760
                                                                    ============        ============        ============
</TABLE>

(1) Foreign exchange losses resulting from conversion of foreign subsidiaries to
United States dollars in accordance with Technical Bulletin 64.

(2) On January 29, 2004, the Company sold its entire participation of 60.45% in
the Peruvian subsidiary Embotelladora Latinoamericana S.A. ("ELSA") for
US$129,917,924, which was paid in full at the point of sale. As a result of this
transaction, the company has recognized in income, the balance of cumulative
translation adjustment relating to this subsidiary.


                                      F-37
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


25.  Price-level Restatement:

Application of price-level restatement as described in 2(c) is as follows:

<TABLE>
<CAPTION>
                                                                                   As of December 31,
                                                                        -----------------------------------------
                                                     Adjustment            2001           2002           2003
Assets                                                  Index              ThCh$          ThCh$          ThCh$
                                                                        -----------    -----------    -----------
<S>                                                      <C>             <C>            <C>             <C>
Inventories, net                                         CPI                 21,453          9,572         32,281
Property, plant and equipment, net                       CPI                732,053      3,013,855      1,625,538
Investment in related companies                          CPI                 59,100      3,580,644         13,336
Other non-monetary assets                                CPI              7,939,216     10,222,252      3,500,690
Expense accounts                                         CPI              1,743,595      2,580,196        680,340
                                                                        -----------    -----------    -----------
  Subtotal                                                               10,495,417     19,406,519      5,852,185
                                                                        -----------    -----------    -----------
</TABLE>

<TABLE>
<CAPTION>
                                                                                   As of December 31,
                                                                        -----------------------------------------
                                                     Adjustment            2001           2002           2003
Liabilities and Shareholders' equity                   Index               ThCh$          ThCh$          ThCh$
                                                                        -----------    -----------    -----------
<S>                                                    <C>               <C>            <C>             <C>
Bank debt                                                UF              (1,800,058)    (1,368,953)      (494,252)
Shareholders' equity                                     CPI             (7,381,745)    (6,894,542)    (2,178,957)
Bonds                                                    UF              (2,513,896)    (4,588,341)    (1,388,499)
Other non-monetary liabilities                         CPI-UF              (925,655)    (3,016,056)    (1,473,112)
Income accounts, net                                     CPI             (2,010,574)    (2,633,000)      (117,724)
                                                                        -----------    -----------    -----------
   Subotal                                                              (14,631,928)   (18,500,892)    (5,652,544)
                                                                        -----------    -----------    -----------
   Net (loss) gain due to price-level restatement                        (4,136,511)       905,627        199,641
                                                                        ===========    ===========    ===========
</TABLE>

26.  Foreign Exchange:

The foreign exchange gain (loss), net of the effects of any economic hedging, as
described in Note 2(w) is summarized as follows:

<TABLE>
<CAPTION>
                                                                                   As of December 31,
                                                                        -----------------------------------------
                                                                           2001           2002           2003
                                                      Currency             ThCh$          ThCh$          ThCh$
                                                                        -----------    -----------    -----------
<S>                                                    <C>               <C>            <C>             <C>
Accounts and documents receivable                     US Dollar           1,050,154      1,090,936     (5,287,597)
Inventory                                             US Dollar             541,867         79,332              -
Other monetary assets                                 US Dollar           5,114,051      1,691,549     (8,808,225)
                                                                        -----------    -----------    -----------
     Total Credits                                                        6,706,072      2,861,817    (14,095,822)
                                                                        -----------    -----------    -----------

Bank debt                                             US Dollar                   -              -      6,286,261
Bonds                                                 US Dollar            (190,244)      (217,243)        (7,140)
Documents and accounts payable                        US Dollar            (715,823)       (44,555)         1,739
Other monetary liabilities                            US Dollar          (2,113,587)    (1,919,311)    11,849,508
                                                                        -----------    -----------    -----------
     Total Charges                                                       (3,019,654)    (2,181,109)    18,130,368
                                                                        -----------    -----------    -----------
     Foreign exchange gain, net                                           3,686,418        680,708      4,034,546
                                                                        ===========    ===========    ===========
</TABLE>


                                      F-38
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


27.  Extraordinary items:

During the year ended December 31, 2003, the subsidiary Embonor S.A. recognized
the benefit of tax losses amounting to ThCh$ 1,489 (amounts of ThCh$ 927,537 and
ThCh$ 3,635,079 were recognized during the years ended December 31, 2002 and
2001 respectively).The amounts were approved by the Chilean Internal Revenue
Service.

28.  Supplementary cash flow information:

a) Cash and cash equivalents, included in the financial statements as of
December 31, 2001, 2002 and 2003, are summarized as follows:

                                        As of December 31,
                               ------------------------------------
                                  2001         2002         2003
                                  ThCh$        ThCh$        ThCh$
                               ----------   ----------   ----------
Cash                            6,920,275    9,920,971    4,269,584
Time deposits                  17,572,844    6,526,213    2,355,946
Marketable securities           4,227,707    9,935,365        7,609
                               ----------   ----------   ----------
     Total                     28,720,826   26,382,549    6,633,139
                               ==========   ==========   ==========

b)   Investment activities that create cash flows obligations:

<TABLE>
<CAPTION>
                                                                                 As of December 31,
                                          ---------------------------------------------------------------------------------
                                                     2001                        2002                        2003
                                          -------------------------   -------------------------   -------------------------
                                              ThCh$      Period of        ThCh$      Period of        ThCh$      Period of
                                                           lease                       lease                       lease
                                                         (months)                    (months)                    (months)
<S>                                         <C>                 <C>     <C>                 <C>       <C>                <C>
Assets purchased under capital leases       2,410,483           116     1,495,250           104       800,957            92
                                          -----------   -----------   -----------   -----------   -----------   -----------
     Total                                  2,410,483           116     1,495,250           104       800,957            92
                                          ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

29.  Derivative agreements:

During 2003 and 2002, the parent company and its subsidiaries Embonor S.A. and
Embotelladora Latinoamericana S.A. entered into certain forward contracts in
order to hedge against the changes in foreign exchange rates due to payment of
debt denominated in US dollars. The forwards are a series of contracts that
match the scheduled maturities of the interest payments and capital repayments.

On June 20, 2002, the company entered into an interest rate swap in order to
hedge against the fair value of the US$160,000,000 bond issued in the United
States.


                                      F-39
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


29.  Derivative agreements, continued:

As of December 31, 2003 the Company held the following derivative contracts:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                             Description of the contract           Closing                     Derivative instruments effect
                   -----------------------------------------------------------------------------------------------------------------
                                                     Hedged item    Hedged       Asset/Liability created        Effect in income
                                                     -------------------------------------------------------------------------------
                                                       Original
   Type of          Nominal   Date of    Specific      Hedged
  derivative         amount   maturity     item        Amount       Amount        Name              Amount     Realized   Deferred
------------------------------------------------------------------------------------------------------------------------------------
                        US$                             ThCh$        ThCh$                           ThCh$       ThCh$      ThCh$
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>          <C>       <C>         <C>           <C>         <C>                 <C>       <C>          <C>
                               1st.
US Bond interest  160,000,000  quarter   US Dollar-  109,604,800   95,008,000  Bonds payable       5,192,060 (1,224,458)          -
    rate Swap                  2006      LIBOR-BBA
------------------------------------------------------------------------------------------------------------------------------------
                               1st.
Currency Forward      300,000  quarter   US Dollar       219,915      178,140  Inventories/Trade     179,910          -     (40,005)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               1st.
Currency Forward    7,900,000  quarter   US Dollar     5,798,205    4,691,020  Inventories/Trade   4,737,630          -   (1,060,575
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               2nd.
Currency Forward      740,000  quarter   US Dollar       504,828      439,412  Inventories/Trade     444,222          -     (60,606)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               3rd.
Currency Forward      250,000  quarter   US Dollar       171,500      148,450  Inventories/Trade     150,250          -     (21,250)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               3rd.
Currency Forward    7,900,000  quarter   US Dollar     5,419,400    4,691,020  Inventories/Trade   4,749,480          -    (666,920)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               4th.
Currency Forward      750,000  quarter   US Dollar       517,125      445,350  Inventories/Trade     451,350          -     (65,775)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               1st.
Currency Forward    2,100,000  quarter   US Dollar     1,542,345    1,246,980  Inventories/Trade   1,258,740          -    (283,605)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               1st.
Currency Forward    2,200,000  quarter   US Dollar     1,618,210    1,306,360  Inventories/Trade   1,319,340          -    (298,870)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               1st.
Currency Forward    1,900,000  quarter   US Dollar     1,399,255    1,128,220  Inventories/Trade   1,139,620          -    (259,635)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               2nd.
Currency Forward    1,680,000  quarter   US Dollar     1,139,712      997,584  Inventories/Trade   1,007,832          -    (131,880)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               2nd.
Currency Forward    1,650,000  quarter   US Dollar     1,122,330      979,770  Inventories/Trade     990,165          -    (132,165)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               2nd.
Currency Forward    1,570,000  quarter   US Dollar     1,071,839      932,266  Inventories/Trade     943,099          -    (128,740)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               3rd.
Currency Forward    1,690,000  quarter   US Dollar     1,155,453    1,003,522  Inventories/Trade   1,015,352          -    (140,101)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               3rd.
Currency Forward    1,820,000  quarter   US Dollar     1,246,154    1,080,716  Inventories/Trade   1,093,638          -    (152,516)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               3rd.
Currency Forward    1,900,000  quarter   US Dollar     1,301,880    1,128,220  Inventories/Trade   1,142,470          -    (159,410)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               4th.
Currency Forward    1,850,000  quarter   US Dollar     1,269,470    1,098,530  Inventories/Trade   1,111,980          -    (157,490)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               4th.
Currency Forward    1,830,000  quarter   US Dollar     1,257,576    1,086,654  Inventories/Trade   1,100,928          -    (156,648)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               4th.
Currency Forward    2,700,000  quarter   US Dollar     1,858,140    1,603,260  Inventories/Trade   1,625,400          -    (232,740)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               1st.
Currency Forward    2,000,000  quarter   US Dollar     1,187,600    1,187,600  Inventories/Trade   1,112,346          -     (75,254)
                               2004                                             accounts payable
------------------------------------------------------------------------------------------------------------------------------------
                               4th.
Currency Forward   50,000,000  Quarter   US Dollar    35,000,000   29,690,000      Banks debt         72,029   (407,196)          -
                               2007
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-40
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


30.  Contingencies and Commitments:

(a)  Litigation and other legal actions against the Company:

As of December 31, 2003, the Company and its subsidiaries are involved in
various tax proceedings, both legal and labor-related, relating to its
operations. Management considers it unlikely that any losses associated with the
pending lawsuits described below will significantly affect the Company's results
of operations, financial position or cashflows, although no assurance can be
given to such effect. Accordingly, no accruals have been made for any of the
amounts detailed below.

The principal proceedings are related to the following issues:

1)   Embotelladora Latinoamericana S.A. did not pay the Minimum Income Tax
     ("IMR") for the year ending December 31, 1996. They had based this decision
     on a decree of the Constitutional Court of Peru in October 1996 in favor of
     two other companies, which provided that the IMR did not apply to those
     companies because they suffered tax losses in the period.

     Embotelladora Latinoamericana S.A. has filed legal action to prevent any
     attempt by the tax authorities to demand the tax. Management and legal
     counsel believe that they will not have to pay any such tax.

2)   The tax authorities in Peru have made observations regarding the fiscal
     credit used in the period from April 1997 to March 1998. The observations
     relate to the write-off of returnable glass and plastic bottles that was
     made, according to an appraisal, less than two years after the purchase
     date. Pursuant to tax law, the General Sales Tax which was used as a fiscal
     credit that was assessed on the purchase of these bottles must be returned
     if they have been sold or written off within two years of the purchase
     date.

     The amount claimed by the Peruvian tax authorities for the period under
     audit totals approximately ThCh$2,041,270. However, the authorities have
     not yet finished their audit, and there may be an additional liability
     associated with this matter for the years still subject to audit (1998
     through 2000).

     In relation to the above situations, SOCAP has agreed to pay certain fines.
     The Court interpreted this as they would pay all of the fines owing. The
     Court has stipulated that they should have detailed the exact fines that
     they were going to pay and background as to why others were not applicable.
     Further details have been provided by SOCAP's lawyers and in the opinion of
     Company management and its legal council, there is sufficient evidence to
     support their position and no provision has been created.

(b)  Restrictions:

As at December 31, 2002 and 2003, the Company is in compliance with all of its
covenants, associated with its debt and bonds which are detailed as follows:

Bonds placed in the US

The placement of Bonds amounting to US$158,000,000 by Coca-Cola Embonor S.A. on
the US market is not subject to financial restrictions.


                                      F-41
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


30.   Contingencies and Commitments, continued:

Bonds placed in Chile

The placement of Bonds for UF 4,400,000 by Coca-Cola Embonor S.A. on the Chilean
market is subject to the following obligations, limitations and prohibitions:

(i)   Total debt included in the individual and consolidated quarterly financial
      statements must be no more than 1.20 times equity at all times; and

(ii)  The financial expense ratio in the consolidated quarterly financial
      statements must be no less than 2.5. This ratio must be calculated for the
      last twelve months as of the date of the corresponding Uniform Codified
      Statistical Record ("FECU"), the reporting format prescribed by the
      Chilean SVS. (1)

(1)   On January 26, 2004, at a meeting of the Series B Bondholders, it was
      agreed to temporarily suspend the application of the covenant relating to
      the interest expense coverage ratio from December 31, 2003 up until and
      including June 30, 2005. Consequently, this ratio will reapply for the
      FECU to be prepared by the Company as of September 30, 2005.

Chilean Syndicated loan

The Company has obtained a syndicated loan in the Chilean market for UF
2,595,000 which is subject to the following obligations, restrictions and
covenants:

(i)   The debt ratio in the consolidated quarterly financial statements must be
      no more than 1.20 times equity;

(ii)  The financial expense ratio in consolidated quarterly financial statements
      must be no less than 2.5. This ratio must be calculated for the last
      twelve months as of the date of the corresponding FECU;

(iii) The Company must maintain a level of shareholders' equity not less than UF
      11,000,000 from December 31, 2000 onward; and (iv) The Company must
      maintain a financial debt to EBITDA ratio of less than 5.5 times beginning
      in December 2003 and thereafter.

Loans with Rabobank Curacao N.V. and Wachovia Bank, National Association

Coca-Cola Embonor S.A.'s loans from foreign financial institutions for the
amount of US$50,000,000 are subject to the following covenants and restrictions:

i)    Maintain in its quarterly consolidated financial statements an
      indebtedness ratio not greater than 1.20 times the amount of shareholders'
      equity plus minority interest;

ii)   Maintain in its quarterly consolidated financial statements an interest
      expense coverage ratio not lower than 2.5 times and

iii)  Maintain shareholders' equity not lower than U.F.11,000,000 as of December
      31 of each year.


                                      F-42
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


31.   Assets and Liabilities Denominated in domestic and Foreign Currency:

Assets and liabilities denominated or measured in domestic and foreign currency
as of each period-end are as follows:

a)    Assets:

<TABLE>
<CAPTION>
                 Description                             Currency                               As of December 31,
                                                                                          -------------------------------
                                                                                               2002               2003
                                                                                               ThCh$             ThCh$
                                                                                          -------------      ------------
<S>                                                <C>                                       <C>               <C>
          Cash                                                                                9,920,971         4,269,584
                                                   Non-adjustable Chilean pesos               7,010,907         3,005,199
                                                   US Dollars                                 1,314,469           233,705
                                                   Bolivianos                                   700,824           120,642
                                                   New Sols                                     894,771           910,038

          Time deposits                                                                       6,526,213         2,355,946
                                                   US Dollars                                 4,523,273           516,606
                                                   New Sols                                   2,002,940         1,839,340

          Marketable securities                                                               9,935,365             7,609
                                                   Non-adjustable Chilean pesos                 545,716                 -
                                                   US Dollars                                 9,389,649             7,609

          Accounts receivable                                                                14,102,376        13,645,974
                                                   Non-adjustable Chilean pesos               7,862,129         8,014,472
                                                   US Dollars                                    64,665                 -
                                                   Bolivianos                                 1,572,465         1,573,317
                                                   New Sols                                   4,603,117         4,058,185

          Notes receivable                                                                    6,878,815         6,741,249
                                                   Non-adjustable Chilean pesos               6,295,544         6,107,509
                                                   US Dollars                                    11,138           123,435
                                                   Bolivianos                                   464,602           414,099
                                                   New Sols                                     107,531            96,206

          Miscellaneous receivables                                                           1,895,122         1,928,829
                                                   Non-adjustable Chilean pesos                 961,266         1,230,436
                                                   US Dollars                                   100,225           179,164
                                                   Bolivianos                                   295,337            95,065
                                                   New Sols                                     538,294           424,164

          Amount due from related companies                                                     925,498           104,010
                                                   Non-adjustable Chilean pesos                 200,400                 -
                                                   US Dollars                                   725,098           104,010

          Inventories                                                                        13,601,190         9,944,477
                                                   Non-adjustable Chilean pesos               5,514,233         4,000,395
                                                   US Dollars                                 5,281,977         3,877,719
                                                   Bolivianos                                 1,040,115           556,485
                                                   New Sols                                   1,764,865         1,509,878
</TABLE>


                                      F-43
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


31.   Assets and Liabilities Denominated in domestic and Foreign Currency,
      continued:

a)    Assets, continued:

<TABLE>
<CAPTION>
                 Description                             Currency                               As of December 31,
                                                                                          -------------------------------
                                                                                               2002               2003
                                                                                               ThCh$             ThCh$
                                                                                          -------------      ------------
<S>                                                <C>                                       <C>               <C>
          Recoverable taxes                                                                   1,029,132         1.007.411
                                                   Non-adjustable Chilean pesos               1,018,185           996,681
                                                   Bolivianos                                -                      4,510
                                                   New Sols                                      10,947             6,220

          Prepaid expenses                                                                    4,947,018         2,877,948
                                                   Non-adjustable Chilean pesos               2,035,624         1,396,175
                                                   US Dollars                                 2,585,478         1,103,632
                                                   Bolivianos                                   177,759           258,564
                                                   New Sols                                     148,157           119,577

          Deferred taxes                                                                        717,218         1,185,660
                                                   Non-adjustable Chilean pesos                 717,218         1,185,660
</TABLE>



                                      F-44
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


31.   Assets and Liabilities Denominated in domestic and Foreign Currency,
      continued:

a)    Liabilities:

<TABLE>
<CAPTION>
                                                                                    Up to 90 days
                                                             -----------------------------------------------------------
                                                                          2002                         2003
                                                             ----------------------------- -----------------------------
    Description                       Currency                   Amount          Annual        Amount          Annual
                                                                 ThCh$          interest       ThCh$          interest
                                                                                  rate                          rate
-------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                             <C>              <C>          <C>               <C>
CURRENT LIABILITIES                                            64,010,889             -      101,241,429            -

                                                                                               5,968,227

Short-term bank
liabilities

                               Adjustable Chilean pesos                 -             -        5,124,396        1.60%
                               US Dollars                               -             -          843,831        4.45%
Current portion of long-                                                -             -       26,551,507            -
term bank liabilities
                               Adjustable Chilean pesos                 -             -       26,551,507            -
                               US Dollars                               -             -                -            -
                               New Sols                                 -             -                -            -
Current portion of bonds                                       23,488,347             -       22,628,075       6.850%
payable

                               Adjustable Chilean pesos        19,457,612        6.850%       19,874,381       9.875%
                               US Dollars                       4,030,735        9.875%        2,753,694            -
Trade accounts payable                                         17,820,611             -       12,879,085            -
                               Non-adjustable Chilean           8,656,706             -        6,213,400            -
                               pesos
                               US Dollars                       6,571,179             -        5,146,522            -
                               Bolivianos                         259,140             -          154,230            -
                               New Sols                         2,333,586             -        1,364,933            -
Notes payable                                                   1,852,664             -        1,739,425            -
                               US Dollars                       1,669,292             -        1,710,003            -
                               New Sols                           183,372             -           29,422            -

<CAPTION>
                                                                         More than 90 days and up to 1 year
                                                             -----------------------------------------------------------
                                                                         2002                          2003
                                                             ----------------------------- -----------------------------
    Description                       Currency                  Amount           Annual         Amount        Annual
                                                                ThCh$           interest         ThCh$       interest
                                                                                  rate                         rate
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                            <C>              <C>           <C>               <C>
CURRENT LIABILITIES                                           19,724,217               -       1,653,796           -



Short-term bank
liabilities

                               Adjustable Chilean pesos                -               -               -           -
                               US Dollars                              -               -               -           -
Current portion of long-                                      17,894,090               -         212,234           -
term bank liabilities
                               Adjustable Chilean pesos       17,661,454      TAB + 1.4%               -           -
                               US Dollars                        232,636           13.0%         212,234       11.0%
                               New Sols                                -               -               -           -
Current portion of bonds                                               -               -               -           -
payable

                               Adjustable Chilean pesos                -               -               -           -
                               US Dollars                              -               -               -           -
Trade accounts payable                                                 -               -               -           -
                               Non-adjustable Chilean                  -               -               -           -
                               pesos
                               US Dollars                              -               -               -           -
                               Bolivianos                              -               -               -           -
                               New Sols                                -               -               -           -
Notes payable                                                          -               -               -           -
                               US Dollars                              -               -               -           -
                               New Sols                                -               -               -           -
</TABLE>


                                      F-45
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


31.   Assets and Liabilities Denominated in domestic and Foreign Currency,
      continued:

b)    Liabilities, continued:

<TABLE>
<CAPTION>
                                                                                    Up to 90 days
                                                             -----------------------------------------------------------
                                                                          2002                         2003
                                                             ----------------------------- -----------------------------
    Description                       Currency                   Amount          Annual        Amount          Annual
                                                                 ThCh$          interest       ThCh$          interest
                                                                                  rate                          rate
-------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                             <C>              <C>          <C>               <C>
Miscellaneous payables                                          1,934,211                      1,273,465
                               Non-adjustable Chilean pesos     1,210,531                      1,072,069
                               New Sols                           723,680                        201,396
Amounts payable to                                              8,218,100                      8,087,611
related companies
                               Adjustable Chilean pesos                 -                              -
                               Non-adjustable Chilean pesos     3,446,203                      4,460,067
                               US Dollars                       4,771,897                      3,627,544


Income taxes                                                            -                         18,763
                               Non-adjustable Chilean pesos             -                         18,763

<CAPTION>
                                                                         More than 90 days and up to 1 year
                                                             -----------------------------------------------------------
                                                                         2002                          2003
                                                             ----------------------------- -----------------------------
    Description                       Currency                  Amount           Annual         Amount        Annual
                                                                ThCh$           interest         ThCh$       interest
                                                                                  rate                         rate
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                            <C>              <C>           <C>               <C>
Miscellaneous payables                                                471                         18,960
                               Non-adjustable Chilean pesos           471                         18,960
                               New Sols                                 -                              -
Amounts payable to                                                187,156                         55,260
related companies
                               Adjustable Chilean pesos                 -                          8,621
                               Non-adjustable Chilean pesos       187,156                              -
                               US Dollars                               -                         46,639


Income taxes                                                            -                              -
                               Non-adjustable Chilean pesos             -                              -
</TABLE>


                                      F-46
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


31.   Assets and Liabilities Denominated in domestic and Foreign Currency,
      continued:

b)    Liabilities, continued:

As of December 31, 2002:

<TABLE>
<CAPTION>
                                                            Due in 1-3 years              Due in 3-5 years
                                                     ----------------------------- -----------------------------
    Description                     Currency            Amount          Annual          Amount          Annual
                                                        ThCh$          interest         ThCh$          interest
                                                                         rate                            rate
-----------------------------------------------------------------------------------------------------------------
<S>                            <C>                    <C>              <C>            <C>             <C>
LONG-TERM LIABILITIES                                 63,853,820                      146,007,127

Long-term bank liabilities                            26,871,898                       36,289,805
                               Adjustable Chilean     26,331,301       TAB + 1.4%               -
                               pesos
                               US Dollars                540,597         13.0%         36,289,805      Libor + 2.5%
Bonds payable                                         26,297,478                      106,993,595
                               Adjustable Chilean     26,297,478         6.85%                  -
                               pesos
                               US Dollars                      -                      106,993,595         9.875%
                               Non-adjustable                  -                                -
                               Chilean pesos
                               Bolivianos                      -                                -
Deferred taxes                                         7,759,890                                -
                               New Sols                7,759,890                                -

<CAPTION>
                                                            Due in 5-10 years            More than 10 years
                                                     ----------------------------- -----------------------------
    Description                     Currency             Amount          Annual           Amount           Annual
                                                         ThCh$          interest           ThCh$          interest
                                                                          rate                             rate
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>             <C>            <C>               <C>
LONG-TERM LIABILITIES                                    883,573                         2,828,656

Long-term bank liabilities                                     -                                 -
                               Adjustable Chilean              -                                 -
                               pesos
                               US Dollars                      -                                 -
Bonds payable                                                                                    -
                               Adjustable Chilean              -                                 -
                               pesos
                               US Dollars                      -                                 -
                               Non-adjustable             66,036                           379,673
                               Chilean pesos
                               Bolivianos                      -                                 -
Deferred taxes                                                 -                                 -
                               New Sols                        -                                 -
</TABLE>


                                      F-47
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


31.   Assets and Liabilities Denominated in domestic and Foreign Currency,
      continued:

As of December 31, 2003:

<TABLE>
<CAPTION>
                                                            Due in 1-3 years              Due in 3-5 years
                                                     ----------------------------- -----------------------------
    Description                     Currency            Amount          Annual          Amount          Annual
                                                        ThCh$          interest         ThCh$          interest
                                                                         rate                            rate
-----------------------------------------------------------------------------------------------------------------
<S>                            <C>                    <C>              <C>            <C>             <C>
LONG-TERM LIABILITIES                                  6,843,511                      119,300,680

Long-term bank liabilities                               303,797                       29,690,000

                               Adjustable Chilean

                               pesos                           -            -
                               US Dollars                303,797         11.7%         29,690,000      Libor + 2.5%
Bonds payable                                                  -                       87,354,676
                               Adjustable Chilean              -                                -
                               pesos
                               US Dollars                      -                       87,354,676         9.875%
                               Non-adjustable                  -
                               Chilean pesos
                               Bolivianos                      -
Deferred taxes                                         4,365,018                                -
                               Non-adjustable                  -                                -
                               Chilean pesos
                               New Sols                4,365,018                                -

<CAPTION>
                                                            Due in 5-10 years            More than 10 years
                                                     ----------------------------- -----------------------------
    Description                     Currency             Amount          Annual           Amount           Annual
                                                         ThCh$          interest           ThCh$          interest
                                                                          rate                             rate
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>             <C>            <C>               <C>
LONG-TERM LIABILITIES                                    700,148                       13,932,532

Long-term bank liabilities                                     -                                -

                               Adjustable Chilean

                               pesos                           -                                -
                               US Dollars                      -                                -
Bonds payable                                                                           7,191,000
                               Adjustable Chilean              -                        7,191,000          6.85%
                               pesos
                               US Dollars                      -                                -
                               Non-adjustable                                                   -
                               Chilean pesos
                               Bolivianos                      -                                -
Deferred taxes                                                 -                                -
                               Non-adjustable                  -                                -
                               Chilean pesos
                               New Sols                        -                                -
</TABLE>


                                      F-48
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


32.   Sanctions:

There are no sanctions which have been applied by the Chilean Superintendency of
Securities and Insurance or other administrative authorities against the Company
or its subsidiaries, directors or managers.

33.   Research and Development Expenses

The Company did not incur any research and development expenses during the years
ended 2001, 2002 or 2003.

34.   Directors' Remuneration

For the years ended December 31, 2001, 2002 and 2003, the Company paid fees of
ThCh$266,223, ThCh$267,501 and ThCh$273,903, respectively, to its Board of
Directors.

35.   Subsequent Events:

On January 29, 2004, a purchase agreement was signed in Lima whereby the Company
sold its entire direct and indirect equity interest in ELSA to JR Lindley for
US$129,917,924 (approximately ThCh$ 77,176,699), which was paid on the same
date.

The effects of this transaction were recognized in income for the year ended
December 31, 2003.

On February 2, 2004, an offer was made for the voluntary redemption of the
Series B bonds issued by Coca-Cola Embonor S.A. which was approved at the
Bondholders Meeting held on January 26, 2004. On January 30, 2004, the offer was
accepted and payment of the price and respective commission to those bondholders
accepting the offer was made. Those accepting the offer aggregated to 72.67% of
the series B bonds, amounting to ThCh$19,828,302.

On February 3, 2004, the loan with Wachovia Bank in the amount of US$7,500,000
(approximately ThCh$ 4,358,850) was prepaid.

On February 4, 2004 the entire syndicated loan between Coca-Cola Embonor S.A.
and Citibank N.A., Chile Branch and other banks, was prepaid amounting to
ThCh$26,949,275.

The Company has recognized in income, expenses amounting to ThCh$2,802,720 which
had previously been deferred and which were associated with the original
placement of the above financings.


                                      F-49
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


36.   The Environment (unaudited)

The Company and its Subsidiaries have developed the following environmental
protection projects in the areas that are impacted by its bottling plants.

<TABLE>
<CAPTION>
                                       2001                    2002                    2003
                               ---------------------   ---------------------   ---------------------
Description                    Budgeted      Spent     Budgeted      Spent     Budgeted      Spent
                                 ThCh$       ThCh$       ThCh$       ThCh$       ThCh$       ThCh$
                               ---------   ---------   ---------   ---------   ---------   ---------
<S>                              <C>         <C>         <C>         <C>         <C>          <C>
Effluent treatment               251,069     192,927     338,759     256,751     185,963      72,789
Environmental Statements           7,106       4,417       7,571       7,571           -           -
Operative costs                  162,755       1,021     160,269       1,455         111     140,095
                               ---------   ---------   ---------   ---------   ---------   ---------
     Total                       420,930     198,365     506,599     265,777     186,074     212,884
                               =========   =========   =========   =========   =========   =========
</TABLE>



                                      F-50
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP:

Chilean GAAP varies in certain important respects from US GAAP. Such differences
involve methods for measuring the amounts shown in the financial statements as
well as additional disclosures required by US GAAP.

Differences in Measuring Methods:

The principal methods applied in the preparation of the accompanying financial
statements, which have resulted in amounts that differ from those that would
have otherwise been determined under US GAAP, are as follows:

(a)   Inflation accounting:

Under Chilean GAAP, financial statements are restated to reflect the full
effects of the gain or loss in the purchasing power of the Chilean peso on the
financial position and results of operations of all reporting entities. The
method is based on a model that 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
year-end.

The inclusion of price-level adjustments in the accompanying financial
statements is considered appropriate under the prolonged inflationary conditions
affecting the Chilean economy even though the accumulated inflation rate for the
last three years does not exceed 100%. The United States Securities and Exchange
Commission ("SEC") does not require elimination of price-level restatement
included in Form 20-F since it is considered as part of the comprehensive
remeasurement of financial statements that is customary in Chile. Accordingly,
the effects of price-level changes (see Note 25) have not been eliminated in the
reconciliation to US GAAP included under paragraph I(s) below.

(b)   Revaluation of property, plant and equipment:

As described in Note 9, certain property, plant and equipment have been reported
in the financial statements at amounts determined in accordance with "one-time"
technical reappraisals performed in 1979 and in 1994. The difference between the
previous book value and the revalued amount is included in shareholders' equity
as a surplus and is subject to adjustments for price-level restatement and
depreciation. Revaluation of property, plant and equipment under these
circumstances is not in accordance with US GAAP. Adjustments related to the
revaluation of property, plant and equipment necessary to conform the
consolidated financial statements to US GAAP are included in paragraph I(s)
below and are as follows:

        (b-1)   Elimination of asset revaluation: The effects of the reversal of
                the gross amount of property, plant and equipment that was
                revalued.

        (b-2)   Elimination of related depreciation: The effects reducing
                depreciation expense and accumulated depreciation that is
                related to the revaluation of property, plant and equipment.

Income taxes:

Under Chilean GAAP, until December 31, 1999, deferred income taxes were recorded
based on non-recurring timing differences between the recognition of income and
expense items for financial statement and tax purposes. Accordingly, there was
an orientation toward the income statement focusing on differences in the timing
of recognition of revenues and expenses in pre-tax accounting income and taxable
income. At the time, Chilean GAAP also permitted not providing for deferred
income taxes where a deferred tax asset or liability was either offsetting or
not expected to be realized.


                                      F-51
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

      Differences in Measuring Methods, continued:

(c)   Income taxes, continued:

Beginning January 1, 2000, the Company recorded income taxes in accordance with
Technical Bulletin No. 60 and its related amendments issued by the Chilean
Association of Accountants, recognizing, using the liability method, the
deferred tax effects of temporary differences between the financial and tax
values of assets and liabilities. As a transitional provision, a contra
(referred to as "complementary") asset or liability has been recorded offsetting
the effects of the deferred tax assets and liabilities not recorded prior to
January 1, 2000. Such complementary assets or liability is being amortized to
income over the estimated average reversal periods corresponding to the
underlying temporary differences to which the deferred tax asset or liability
relates.

Under US GAAP, companies must account for deferred taxes in accordance with
Statement of Financial Accounting Standards 109 Accounting for Income taxes
("SFAS 109"), which requires an asset and liability approach for financial
accounting and reporting of income taxes, under the following basic principles:

-     A deferred tax liability or asset is recognized for the estimated future
      tax effects attributable to temporary differences and tax loss carry
      forwards.

-     The measurement of deferred tax liabilities and assets is based on the
      provisions of the enacted tax law. The effects of future changes in tax
      laws or rates are not anticipated.

-     The measurement of deferred tax assets are reduced by a valuation
      allowance if based on the weight of available evidence, it is more likely
      than not that some portion of the deferred tax assets will not be
      realized.

Temporary differences are defined as any difference between the financial
reporting basis and the tax basis of an asset and liability that at some future
date will reverse, thereby resulting in taxable income or expense. Temporary
differences ordinarily become taxable or deductible when the related asset is
recovered or the related liability is settled. A deferred tax liability or asset
represents the amount of taxes payable or refundable in future years as a result
of temporary differences at the end of the current year.

For the years ended December 31, 2001, 2002 and 2003 the principal difference
between Chilean GAAP and US GAAP relates to the amortization of the contra asset
and liability recorded as a transitional provision for unrecorded deferred taxes
as of January 1, 2000. The effect of these differences on net loss and
shareholders' equity of the Company is included in paragraph I(s) below and are
as follows:

        (c-1)   Deferred tax assets: The effects of the reversal of
                complementary asset account.

        (c-2)   Deferred tax liabilities: The effects of the reversal of
                complementary liability account.


                                      F-52
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(d)   Restructuring provision:

Under Chilean GAAP, in 2000, the Company recorded a provision for future
restructuring charges on the basis that they met the definition of a probable
loss contingency.

Under US GAAP, prior to the implementation of SFAS 146 "Accounting for Costs
Associated with Exit or Disposal Activities" in order to recognize a liability
for such restructuring all of the following criteria must have been met:

-     Prior to the date of the financial statements, management must have the
      appropriate level of authority to commit the enterprise to the
      restructuring plan.

-     The plan must specifically identify all significant actions to be taken to
      complete it.

-     Actions required by the exit plan must begin as soon as possible after the
      commitment date, and the period of time to complete the exit plan
      indicates that significant changes to the exit plan are not likely.

-     The costs involved must be incremental to other costs incurred by the
      enterprise in the conduct of its activities prior to the commitment date
      and will be incurred as a direct result of the exit plan.

-     The costs must represent amounts to be incurred by the enterprise under a
      contractual obligation that existed prior to the commitment date and will
      either continue after the exit plan is completed with no economic benefit
      to the enterprise or be a penalty incurred by the enterprise to cancel the
      contractual obligation.

Under US GAAP, the plan did not specifically identify all actions that are to be
completed, and formal contractual obligations did not exist at the date of the
financial statements. During the year-ended December 31, 2001 the provision
under Chilean GAAP was reversed as the planned restructuring did not take place.
As no provision existed under US GAAP, its reversal was also eliminated.

The effect on results of operations and shareholders' equity due to the reversal
of the restructuring provision established and later released under Chilean GAAP
is included in paragraph I(s) below.

(e)   Minimum dividend:

As required by the Chilean Companies Act, unless otherwise decided by the
unanimous vote of the holders of issued and paid-in shares, the Company must
distribute a cash dividend in an amount equal to at least 30% of the Company's
net income for each year as determined in accordance with Chilean GAAP, except
to the extent the Company has unabsorbed prior year losses. Net income related
to the amortization of negative goodwill can only be distributed as an
additional dividend by the approval of the shareholders, and accordingly, is not
included in the calculation of the minimum dividend to be distributed.

As the Company has reported net losses in each of the years ended December 31,
2001, 2002 and 2003, no provisions have been necessary for such dividend
payments. Consequently, there is no difference between Chilean GAAP and US GAAP
relating to minimum dividends.


                                      F-53
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

Differences in Measuring Methods, continued:

(f)   Differences in purchase accounting methods:

Under Chilean GAAP, prior to the implementation of Technical Bulletin 72, which
is mandatory for periods beginning after January 1, 2004, the Company generally
recorded goodwill or negative goodwill for the differences between the cost of
an equity investment of an acquired entity and the proportional amount of the
underlying equity in the book value of the acquired entity's net assets. The
goodwill or negative goodwill is then amortized over a period of up to a maximum
of 20 years.

Under US GAAP, in a business combination accounted for under the purchase method
of accounting, the acquired company's identifiable assets and liabilities are
recorded at fair values to give effect to the purchase price paid by the
acquiring company. If, after the assets and liabilities of the acquired company
have been adjusted to their fair value at the acquisition date, the purchase
price exceeds the amount of such fair value, the excess is recorded as goodwill
and prior to the implementation of SFAS 142 Goodwill and other Intangible Assets
("SFAS 142") was amortized to expense over the period of benefit, to a maximum
life of 40 years. If the fair value of net assets exceeds the purchase price,
such excess reduces the fair value of the acquired long-term non-monetary assets
(principally property, plant and equipment).

The effects of purchase accounting differences relating to the change in the
basis of the acquired assets and assumed liabilities from their historical cost
to a fair value basis relating to the acquisitions of the bottling operations of
Inchcape plc in Chile, and Sociedad Embotelladora Latinoamericana S.A. and
Industrial Iquitos S.A. in Peru during 1999 have been accounted for in paragraph
I(s) below and are as follows:

        (f-1)   Elimination of purchase price adjustments at fair value: The
                effects of the reversal of the difference between historical
                cost and fair value as of the purchase date relating to the
                property, plant and equipment acquired.

        (f-2)   Elimination of related depreciation: The effects reducing
                depreciation expense and accumulated depreciation that is
                related to the increased value of property, plant and equipment
                recorded at the purchase date.

(g)   Goodwill:

Under Chilean GAAP, prior to the implementation of Technical Bulletin 72, as
discussed in paragraph f above, assets acquired and liabilities assumed in a
purchase business combination are recorded at their carrying value, and the
excess of the purchase price over the carrying value are recorded as goodwill.
Circular No. 1358, dated December 3, 1997 issued by the SVS, extended the
maximum amortization period of goodwill to 20 years from the previous 10 years.

Under US GAAP, assets acquired and liabilities assumed are recorded at their
estimated fair values, and the excess of the purchase price over the estimated
fair value of the net identifiable assets and liabilities acquired are recorded
as goodwill. Prior to December 31, 2001 under US GAAP, the Company amortized
goodwill on a straight-line basis over the estimated useful lives of the assets,
ranging from 20 to 40 years. For US GAAP purposes, the Company adopted SFAS 142,
as of January 1, 2002. SFAS 142 applies to all goodwill and identified
intangible assets acquired in a business combination. Under this standard, all
goodwill and indefinite-lived intangible assets, including that acquired before
initial application of the standard, are not amortized, but must be tested for
impairment on a segmental basis at least annually.

Under Chilean GAAP, goodwill is amortized over the estimated period of return of
the investment made. Impairment tests are only performed if there is evidence of
impairment. No impairment has been recognized for any of the periods presented
under either Chilean GAAP or US GAAP.


                                      F-54
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(g)   Goodwill, continued:

On May 5, 2002, the Company purchased a further 1.58% participation in ELSA, via
a purchase in the Peruvian stock market. Under Chilean GAAP, negative goodwill
was created as the difference between the purchase price paid and the
proportional book value of the participation acquired. Under US GAAP, there was
no material difference between the book value and the fair value of the assets
and liabilities acquired. Under US GAAP, when the Company consolidates ELSA, no
negative goodwill is registered but the value of the assets and liabilities that
enter into the consolidation at their fair value resulting from the purchase is
reduced by a similar amount. As the principal assets of ELSA are property, plant
and equipment, which have a similar useful life to the period over which
negative goodwill is being amortized, there is no material impact in the income
statement, relating to this acquisition and as such no difference has been
recorded. The reclassification has subsequently been recorded as part of
discontinued operations due to the sale of ELSA in January 2004 as described in
paragraph (o) below.

As of December 23, 2003, SOCAP held accounts payable to Coca-Cola Embonor S.A.
and Embotelladora Arica Overseas amounting to US$11,998,986 and US$12,076,197
respectively. Both such amounts were converted to equity, resulting in an
overall increase in the participation of SOCAP by the Company. Under Chilean
GAAP the goodwill was calculated using book values. Management have estimated
that there is no material difference between such book values and fair values
that would have been used under US GAAP.

The following effects are included in the net income and shareholders' equity
reconciliation to US GAAP under paragraph I(s) below:

        (g-1)   Goodwill: Adjustment to gross goodwill of the differences in the
                original calculation of goodwill relating to the purchase of
                operations in Chile and Bolivia and its subsequent recording due
                to differences in amortization as described below:

        (g-2)   Accumulated amortization: The recording of the difference in
                amortization expense and accumulated amortization under Chilean
                GAAP and US GAAP, due to the following items:
                  - use of a 10 year amortization rate in the Bolivian
                    operations up until January 1, 1998
                  - the different basis used to calculate goodwill in both the
                    Chilean and Bolivian operations
                  - the reversal of goodwill amortization recorded under Chilean
                    GAAP subsequent to the implementation of SFAS 142.

(h)   Intangible assets:

The Company has intangible assets recorded relating to the trademark of San Luis
and Kola Inglesa. Under Chilean GAAP, the intangible assets are being amortized
over a period of 20 years. Until the end of 2001, under US GAAP, the intangibles
were also being amortized over 20 years. As from January 1, 2002, the Company
adopted SFAS 142, under which the trademarks are considered indefinite life
intangibles and are no longer subject to amortization but rather an annual
impairment test should be carried out in order to establish whether the economic
value of the trademarks supports their book value.

Accordingly, the amortization relating to the trademarks has been reversed. In
each year, the Company has carried an impairment test and has concluded that no
charge for impairment should be recognized. Consequently and as described below,
the Peruvian operations were sold on January 29, 2004. The book value of the
intangibles has been used when assessing the amount of impairment recorded on
the discontinued operations for the year ended December 31, 2003. Such effect is
included in discontinued operations for US GAAP purposes in paragraph I(s)
below.


                                      F-55
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(i)   Accounting for impairment of long-lived assets:

Under Chilean GAAP, companies are only required to perform an analysis of the
recoverability of long-lived assets when there is evidence of an impairment.

Beginning January 1, 2002, for US GAAP purposes the Company adopted SFAS No.
144, "Accounting for the Impairment or disposal of long-lived Assets" Under
which the Company evaluates the carrying amount of property, plant and
equipment, in relation to the operating performance and future undiscounted cash
flows of the underlying assets.

This standard requires that an impairment loss be recognized in the event that
the carrying amount of an asset may not be fully recoverable, when compared to
the estimated future undiscounted cash flows. Having performed such analysis, no
impairment losses have been recorded for 2002 and 2003. Previously, the Company
performed tests for impairment in accordance with SFAS 121 "Accounting for the
Impairment of long-lived Assets and for long-lived Assets to be disposed of."
The tests performed were similar in nature to those required under the new
standard, except that SFAS 121 required that goodwill be allocated to such
long-lived assets. Goodwill is now tested for impairment as described in
paragraph I(g) above. Having performed such analyses in 2001, no impairment
losses were recorded.

(j)   Marketable securities:

Under Chilean GAAP, mutual fund investments with a readily determinable market
value are recorded at fair market value (see Note 4). Unrealized gains and
losses on such investments are reflected in the statements of operations. Under
US GAAP, these investments would be classified as available-for-sale securities,
for which any unrealized gains and losses are included in other comprehensive
income, net of applicable taxes, and recorded directly in shareholders' equity.
For the years ended December 31, 2001 and 2003, this difference was not
significant and no adjustment was included in the reconciliation to US GAAP. The
amount of the unrealized loss on marketable securities for the year ended
December 31, 2002 has been included in paragraph I(s) below.

(k)   Translation of Financial Statements of Investments Outside of Chile:

The company's foreign subsidiaries in Bolivia and its indirectly held
subsidiaries in Peru meet the criteria of foreign subsidiaries that operate in
countries exposed to significant risks and are not considered extensions of the
Chilean parent company under BT64, and are therefore remeasured into U.S.
dollars.

The foreign subsidiaries are remeasured under BT 64 as follows:

-     Monetary assets and liabilities are translated at year-end rates of
      exchange between the U.S. dollar and the local currency.

-     All non-monetary assets and liabilities and shareholders' equity are
      translated at historical rates of exchange between the U.S. dollar and the
      local currency.

-     Income and expense accounts are translated at average rates of exchange
      between the U.S. dollar and local currency.

-     The effects of any exchange rate fluctuations on monetary assets and
      liabilities, denominated in currencies other than the U.S. dollar, as
      compared to the U.S. dollar are included in the results of operations for
      the period.


                                      F-56
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(k)   Translation of Financial Statements of Investments Outside of Chile,
      continued:

Under BT 64, investments in foreign subsidiaries are price level restated, the
effects of which are reflected in income, while the effects of the foreign
exchange gains or losses between the Chilean Peso and the US dollar on the
foreign investment measured in US dollars, are reflected in shareholders' equity
in the account "Cumulative Translation Adjustment." The amounts included in
income that is attributable to operations in unstable countries because these
amounts have been remeasured into US dollars for 2001, 2002 and 2003 was ThCh$
3,686,418, ThCh$ 680,708 and ThCh$ 4,034,546, respectively.

In the opinion of the Company and as permitted by the US SEC, the foreign
currency translation procedures prescribed by Chilean GAAP are part of the
comprehensive basis of preparation of price-level adjusted financial statements.
Inclusion of inflation and translation effects in the financial statements is
considered appropriate under the inflationary conditions that have historically
affected the Chilean economy and accordingly are not eliminated in the
reconciliation to US GAAP.

(l)   Estimated Fair Value of Financial instruments and Derivative Financial
      Instruments:

From time to time, the Company enters into forward contracts between the U.S.
dollar and the Chilean peso in order to hedge against changes in the price of
certain raw materials, which are denominated in US dollars. Under Chilean GAAP
the accounting treatment of hedging activity is similar to the accounting
treatment of fair value hedges and cash flow hedges under SFAS 133. The
documentation and hedge effectiveness requirements under Chilean GAAP though are
not as burdensome as under SFAS 133. Under SFAS 133 to qualify for hedge
accounting strict requirements need to be met, including hedge documentation and
effectiveness tests. The Company does not have the documentation and hedge
effectiveness requirements to qualify for hedge accounting. Therefore, all
derivative instruments have been accounted at fair value with changes in fair
value recognized in earnings for US GAAP purposes. Under Chilean GAAP gains and
losses in adjusting the contracts to their fair value are deferred and recorded
as either assets or liabilities with no immediate effect in income or in
shareholders' equity. Realized gains and losses on such instruments are
recognized in other income.

SFAS 133 also requires that certain embedded derivatives be separated and
reported on the balance sheet at fair value and be subject to the same rules as
other derivative instruments. The Company did not have any such derivative
contracts or host contracts requiring bifurcation as at December 31, 2001, 2002
or 2003.

The Company's long-term debt is designated as an economic hedge of its foreign
investments under both Chilean and US GAAP.

The effects of recognizing fair value differences in income and the effects on
the short-term and long-term asset or liability are recorded in paragraph I(s)
below.


                                      F-57
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(m)   Change in calculation of depreciation:

Beginning January 1, 2001, under Chilean GAAP, the calculation of depreciation
of machinery and transport was changed to use a depreciation rate per hour of
actual usage. This method involves calculating a historical hourly depreciation
rate for which historical statistical analysis has been performed. This rate is
then multiplied by the number of hours of usage. Under Chilean GAAP, this change
was treated as a change in estimate of depreciation. Under US GAAP, such a
change in the calculation of depreciation would be considered as a change in
accounting policy. Accordingly, the cumulative effect of the change would be
calculated and presented as a separate line item. Due to the complexity of the
calculation and the unavailability of information relating to the number of
hours usage of machines in prior years, no cumulative effect could be
calculated. Therefore no adjustment has been included in the reconciliation to
US GAAP for the year ended December 31, 2001, 2002 and 2003.

(n)   Staff severance indemnities:

The Company has negotiated certain collective bargaining agreements with
employees for staff severance indemnities. Under Chilean GAAP, where such
indemnities are classified as "all events," meaning that the severance indemnity
will be paid under any termination circumstance, the liability has been recorded
at the present value of the accrued benefits which are calculated by applying a
real discount rate to the benefit accrued over the estimated average remaining
service period. The discount rate used in Chile for the each of the years
presented was 7%, while the discount rate used in Bolivia for 2001 and 2002 was
11.5%, and for 2003 was 12.73%

Under US GAAP, termination indemnity employee benefits should be accounted for
in accordance with SFAS No. 87 Employers' Accounting for Pensions ("SFAS 87")
consistent with that of a defined benefit pension plan, measuring the liability
by projecting the future expected severance payments using an assumed salary
progression rate net of inflation adjustments, mortality and turnover
assumptions, and discounting the resulting amounts to their present value using
real interest rates. During the years ended December 31, 2001,2002 and 2003,
actuarial valuations were performed and the Company has recorded the effect of
accounting for the indemnities in accordance with SFAS 87. The effects on the
short-term and long-term liability and the effects in income of accounting for
staff severance indemnities under US GAAP have been presented in paragraph I(s)
below. Further disclosures in order to comply with SFAS 87 are presented in "II
Additional Disclosure Requirements" below.

(o)   Net effects of US GAAP adjustments in equity investees:

As of December 31, 2001, 2002 and 2003 the Company had a 33.00% interest in
Envases Central. As part of the Company's reconciliation to US GAAP, the Company
must recognize the effects of US GAAP differences in its equity investments. In
the year ended December 31, 2001, there was no such US GAAP adjustments recorded
in the Company's equity investments. As of December 31, 2002 and 2003, Envases
Central recorded certain forward contracts at their fair value. The gains and
losses in adjusting the contracts to their fair value are deferred and recorded
as either assets or liabilities with no immediate effect in income or in
shareholders' equity. Under US GAAP, such contracts did not meet the strict
documentation requirements to be able to apply hedge accounting and the fair
value difference has been recognized in income. The effects of recognizing the
Company's share of such US GAAP difference and its tax effects is included in
paragraph I(s) below.


                                      F-58
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(q)   Effect of change in tax rates over US GAAP adjustments:

During the year ended December 31, 2001, it was announced that future corporate
income tax rates would be increased from 15% for fiscal year 2001 to 16% for
fiscal year 2002, 16.5% for fiscal year 2003 and 17% for fiscal year 2004 and
thereafter. The effect of the reversal of deferred income tax timing differences
at such rates has been included as an adjustment in paragraph I (r) below:

(r)   Discontinued operations

As of December 31, 2003 the Company was in negotiations with a third party to
sell its operations in Peru. As of that date, the group of assets to be dispose
of was considered as held for sale, as the following conditions had been met in
accordance with SFAS 144 Accounting for the Impairment or Disposal of Long Lived
Assets ("SFAS 144")

      Management had the authority to approve the disposal and was committed to
      the plan to carry out the disposal of its Peruvian operations

      The Peruvian operations were available for immediate sale in its present
      condition subject only to terms that are usual and customary for such
      sales

      A buyer had been identified and other actions required to complete the
      plan to sell the Peruvian operations had been initiated.

      The sale of the Peruvian operations has subsequently been completed.

      The sale of the Peruvian operations was at a price that is reasonable in
      relation to its fair value.

Accordingly, the Peruvian operations have been considered as "discontinued" and
an assessment was made of the difference between the purchase price and the book
value of the Peruvian operations. Under Chilean GAAP, as the purchase price was
lower than the carrying value, a provision has been created, as of December 31,
2003, for the difference between the final purchase price and the book value at
the date of the sale. Under US GAAP, the fact that the purchase price was lower
than book value is evidence of an impairment of the Peruvian operations. In
accordance with SFAS 142, a charge for impairment has been taken against
goodwill in the amount of ThCh$ 15,889,347.

The cumulative translation adjustment relating to the Peruvian investment has
been released to the income statement in accordance with the treatment of the
cumulative translation adjustment in a goodwill impairment test under US GAAP.

The relevant disclosures relating to such operations for both current and prior
periods have been included in paragraph II (e) below. Those adjustments between
Chilean GAAP and US GAAP relating to the Peruvian operations and that had effect
before the sale of the operations have also been included in "discontinued
operations" in paragraph I(s) below.

Detail of the amounts included in the reconciliation in paragraph I (r) below is
as follows:


                                      F-59
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(r)   Discontinued operations, continued

Elimination of discontinued operations from Chilean GAAP numbers:

<TABLE>
<CAPTION>
                                                                                                  Years ended December 31,
                                                                                        -------------------------------------------
                                                                                            2001          2002             2003
                                                                                            ThCh$         ThCh$            ThCh$
                                                                                        ------------   ------------    ------------
<S>                                                                                        <C>            <C>            <C>
Reversal of adjustment releasing cumulative translation adjustment to
the income statement under Chilean GAAP                                                            -              -      15,094,633
Reversal of provision for loss on sale of Peruvian operations under Chilean GAAP                   -              -      13,528,834
  Reversal of net loss of Peruvian operations for the year                                 2,747,683      2,042,546       1,990,437
Reclassification of amortization of negative goodwill                                              -       (135,398)        (36,653)
                                                                                        ------------   ------------    ------------
Total                                                                                      2,747,683      1,907,148      30,577,251
                                                                                        ============   ============    ============
</TABLE>

Discontinued operations in accordance with US GAAP:

<TABLE>
<CAPTION>
                                                                                                  Years ended December 31,
                                                                                        -------------------------------------------
                                                                                            2001          2002             2003
                                                                                            ThCh$         ThCh$            ThCh$
                                                                                        ------------   ------------    ------------
<S>                                                                                        <C>            <C>            <C>
Release of cumulative translation adjustment to the income statement
under US GAAP                                                                                      -              -     (15,351,253)
Impairment of long lived assets to be disposed of under US GAAP                                    -              -     (15,889,347)
Net loss of Peruvian operations under Chilean GAAP                                        (2,747,683)    (2,042,546)     (1,990,437)
US GAAP adjustments related to Peruvian operations:
     Purchase accounting fair value adjustment                                            (1,561,638)    (2,022,573)     (1,654,741)
     Derivatives                                                                                   -        381,589         381,589
     Amortization of intangibles                                                                   -      1,180,074       1,005,541
     Goodwill                                                                                815,222      4,699,921       3,367,991
     Marketable securities                                                                         -       (160,670)              -
     Minority interest                                                                       319,359       (363,803)       (647,923)
     Deferred income tax effect of the above US GAAP adjustments                             284,735        201,901         170,049
     Effect of change in tax rates over US GAAP adjustments                                   37,965              -               -
Reclassification of amortization of negative goodwill                                              -        135,398          36,653
                                                                                        ------------   ------------    ------------
Total                                                                                     (2,852,040)     1,246,113     (30,571,878)
                                                                                        ============   ============    ============
</TABLE>


                                      F-60
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(s)   Effects of conforming to US GAAP:

The adjustments to reported net loss required to conform to US GAAP are as
follows:

<TABLE>
<CAPTION>
                                                                                                  Years ended December 31,
                                                                                        -------------------------------------------
                                                                                            2001          2002             2003
                                                                                            ThCh$         ThCh$            ThCh$
                                                                                        ------------   ------------    ------------
<S>                                                                                        <C>           <C>            <C>
Net loss in accordance with Chilean GAAP                                                  (8,789,957)   (16,637,825)    (34,097,575)
Items having the effects of (increasing) decreasing reported net loss:
    Revaluation of property, plant and equipment (paragraph b)                                24,719         23,004          25,014
    Income taxes (paragraph c)
          (c-1)  Deferred tax assets                                                      (1,839,690)    (2,305,494)     (6,072,820)
          (c-1)  Deferred tax liabilities                                                 (3,119,588)    (1,882,826)      2,075,832
    Reversal of restructuring provision (paragraph d)                                     (2,438,977)             -               -
    Purchase accounting fair value adjustment (paragraph f)                                  568,084        304,318         568,084
    Goodwill (paragraph g)                                                                  (257,053)    14,113,979      13,907,244
    Derivatives (paragraph l)

           Short-term                                                                              -        536,508      (4,688,439)
           Long-term                                                                               -              -      (5,310,000)
    Staff severance indemnities (paragraph n)
           Short-term                                                                         87,587         47,874        (119,952)
           Long-term                                                                         347,352        191,496          73,343
    Equity investees (paragraph o)                                                                 -         65,005        (194,119)
    Deferred income tax effect of the above US GAAP adjustments (paragraph p)                215,393       (137,267)      1,546,214
    Effect of change in tax rates over US GAAP adjustments (paragraph q)                     (20,060)             -               -
    Elimination of discontinued operations (paragraph r)                                   2,747,683      1,907,148      30,577,251
                                                                                        ------------   ------------    ------------
Net loss in accordance with US GAAP before discontinued operations                       (12,474,507)    (3,774,080)     (1,709,923)
                                                                                        ------------   ------------    ------------

Discontinued operations:

   (Loss) income from discontinued operations, net of taxes and minority interest         (2,852,040)     1,246,113     (30,571,878)
                                                                                        ------------   ------------    ------------
Net loss in accordance with US GAAP                                                      (15,326,547)    (2,527,967)    (32,281,801)
                                                                                        ============   ============    ============

Other comprehensive loss

    Cumulative translation adjustment under Chilean GAAP                                   3,441,696      1,932,818       7,115,743
    Effect on cumulative translation adjustment related to
     US GAAP adjustments                                                                     180,630      1,405,796      (1,565,918)
    Available for sale securities, net of tax                                                      -        160,670               -
                                                                                        ------------   ------------    ------------
Comprehensive loss in accordance with US GAAP                                            (11,704,221)       971,317     (26,731,976)
                                                                                        ============   ============    ============
</TABLE>


                                      F-61
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(s)   Effects of conforming to US GAAP, continued:

<TABLE>
<CAPTION>
                                                                                                  Years ended December 31,
                                                                                        -------------------------------------------
                                                                                            2001          2002             2003
Basic and diluted EPS                                                                        Ch$           Ch$              Ch$
                                                                                        ------------   ------------    ------------
<S>                                                                                        <C>           <C>            <C>
Series A shares
Chilean GAAP loss per share (1)                                                               (17.54)        (33.21)         (68.05)
US GAAP loss per share from continuing operations                                             (24.90)         (7.53)          (3.41)
US GAAP loss per share from discontinued operations                                            (5.69)          2.49          (61.02)
US GAAP loss per share (1)                                                                    (30.59)         (5.05)         (64.43)
Weighted average number of series A shares outstanding (in thousands)                        244,421        244,421         244,421

Series B shares
Chilean GAAP loss per share (1)                                                               (16.90)        (31.98)         (65.55)
US GAAP loss per share from continuing operations                                             (23.98)         (7.26)          (3.29)
US GAAP loss per share from discontinued operations                                            (5.48)          2.40          (58.77)
US GAAP loss per share (1)                                                                    (29.46)         (4.86)         (62.06)
Weighted average number of series B shares outstanding (in thousands)                        266,432        266,432         266,432
</TABLE>

(1) The earnings per share figures for both US GAAP and Chilean GAAP purposes
have been calculated by dividing net loss in accordance with US GAAP and Chilean
GAAP by the weighted average number of shares of common stock outstanding during
the year, for each series of shares and based on the dividend rights of the
shareholders. Series B shareholders have the right to 5% greater dividends than
Series A shares. The Company has not issued any convertible debt or equity
securities. Consequently, there are no potentially dilutive effects on the
earnings per share of the Company.



                                      F-62
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(s)   Effects of conforming to US GAAP, continued:

The adjustments required to conform shareholders' equity to US GAAP are as
follows:

<TABLE>
<CAPTION>
                                                                                    As of December 31,
                                                                               ----------------------------
                                                                                  2002             2003
                                                                                  ThCh$            ThCh$
                                                                               ------------    ------------
<S>                                                                             <C>             <C>
Shareholders' equity in accordance with Chilean GAAP                            226,489,653     199,507,821
Revaluation of property, plant and equipment (paragraph b)
      (b-1)  Elimination of asset revaluation                                    (1,623,000)     (1,623,000)
      (b-2)  Elimination of related accumulated depreciation                        225,235         250,251
Income taxes (paragraph c)
       (c-1)  Deferred tax assets                                                30,233,129      24,160,310
       (c-1)  Deferred tax liabilities                                          (34,078,243)    (32,002,411)
Purchase accounting fair value adjustment (paragraph f)
       (f-1)  Elimination of purchase price adjustments at fair value            (7,697,368)     (7,697,368)
       (f-2)  Elimination of related depreciation                                 2,035,635       2,603,719
Goodwill (paragraph g)
       (g-1)  Goodwill                                                            4,641,796       4,641,796
       (g-2)  Accumulated amortization                                           15,448,801      28,272,942
Derivatives (paragraph l)
       Short-term                                                                   536,509      (4,151,931)
       Long-term                                                                          -      (5,310,000)
Staff severance indemnities (paragraph n)
       Short-term                                                                   135,461          15,508
       Long-term                                                                    538,848         612,191
Equity investees (paragraph o)                                                       65,005        (129,114)
Deferred income tax effect of the above US GAAP adjustments (paragraph p)           795,712       2,341,926
Discontinued operations (paragraph r)                                               477,443               -
                                                                               ------------    ------------
Shareholders' equity in accordance with US GAAP                                 238,224,616     211,492,640
                                                                               ============    ============
</TABLE>

The changes in shareholders' equity in US GAAP for each period is as follows:

<TABLE>
<CAPTION>
                                                                                    As of December 31,
                                                                               ----------------------------
                                                                                  2002             2003
                                                                                  ThCh$            ThCh$
                                                                               ------------    ------------
<S>                                                                             <C>             <C>
Shareholders' equity in accordance with US GAAP - Beginning of Year             237,253,299     238,224,616
Other comprehensive income, net of tax                                            3,499,284       5,549,825
Net loss for the year                                                            (2,527,967)    (32,281,801)
                                                                               ------------    ------------
Shareholders' equity in accordance with US GAAP - End of Year                   238,224,616     211,492,640
                                                                               ============    ============
</TABLE>


                                      F-63
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(s)   Effects of conforming to US GAAP, continued:

Certain reclassifications would be made to the line items of the Chilean GAAP
income statement to show the same presentation as would be required under a US
GAAP format. These reclassifications are as follows:

<TABLE>
<CAPTION>
                                                  Year ended December 31, 2001
                                         -----------------------------------------------
                                                                             US GAAP
                                         Chilean GAAP    Reclassification     Format
                                             ThCh$            ThCh$            ThCh$
                                         -------------    -------------    -------------
<S>                                         <C>             <C>                <C>
Operating income (expenses), net:
Gain from sale of assets .............                          133,185
Profit on sale of other products .....                          414,976
Gain on sale of broken glass .........                           34,797
Loss on sale of fixed assets .........                         (151,167)
Bottle and case write-off ............                         (386,101)
Directors' Fees ......................                         (266,223)
Bond risk classifier costs ...........                         (306,648)
Reorganization costs .................                         (876,811)
Travel expenses ......................                         (464,867)
Amortization of intangibles ..........                       (1,119,684)
Amortization of goodwill .............                      (17,902,672)
                                         -------------    -------------    -------------
              Total ..................      25,672,490      (20,891,215)       4,781,275
                                         -------------    -------------    -------------

Non-operating income (expenses):
Gain from sale of assets .............                         (133,185)
Profits on sale of  other products ...                         (414,976)
Gain on sale of broken glass .........                          (34,797)
Loss on sale of fixed assets .........                          151,167
Bottle and case write-off ............                          386,101
Directors' Fees ......................                          266,223
Bond risk classifier costs ...........                          306,648
Reorganization costs .................                          876,811
Travel expenses ......................                          464,867
Amortization of intangibles ..........                        1,119,684
Goodwill amortization ................                       17,902,672
                                         -------------    -------------    -------------
              Total ..................     (35,611,824)      20,891,215      (14,720,609)
                                         -------------    -------------    -------------

                                         -------------    -------------    -------------
Extraordinary items ..................       3,635,079       (3,635,079)               -
                                         -------------    -------------    -------------

Income taxes

Extraordinary items ..................                        3,635,079
                                         -------------    -------------    -------------
              Total ..................      (2,422,724)       3,635,079        1,212,355
                                         -------------    -------------    -------------
</TABLE>


                                      F-64
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(s)   Effects of conforming to US GAAP, continued:

<TABLE>
<CAPTION>
                                                                   Year ended December 31, 2002
                                                             -----------------------------------------
                                                                                             US GAAP
                                                            Chilean GAAP  Reclassification    Format
                                                                ThCh$          ThCh$          ThCh$
                                                             -----------    -----------    -----------
<S>                                                           <C>           <C>             <C>
Operating income (expenses), net:
Gain from sale of assets .................................                      218,569
Profit on sale of other products .........................                      681,357
Gain on sale of broken glass .............................                       64,417
Reversal of provision for bottle and case deposits .......                       19,348
Loss on sale of fixed assets .............................                     (145,051)
Bottle and case write-off ................................                     (327,986)
Directors' Fees ..........................................                     (267,501)
Recognition of fair value of swap ........................                   (1,113,861)
Travel expenses ..........................................                     (645,098)
Repurchase bonds expenses ................................                     (969,531)
Amortization of intangibles ..............................                   (1,180,574)
Amortization of goodwill .................................                  (18,230,642)
                                                             -----------    -----------    -----------
                 Total ...................................    19,965,211    (21,896,553)    (1,931,342)
                                                             -----------    -----------    -----------

Non-operating income (expenses):
Gain from sale of assets .................................                     (218,569)
Profit on sale of other products .........................                     (681,357)
Gain on sale of broken glass .............................                      (64,417)
Reversal of provision for bottle and case deposits .......                      (19,348)
Loss on sale of fixed assets .............................                      145,051
Bottle and case write-off ................................                      327,986
Directors' Fees ..........................................                      267,501
Recognition of fair value of swap ........................                    1,113,861
Travel expenses ..........................................                      645,098
Repurchase bonds expenses ................................                      969,531
Amortization of intangibles ..............................                    1,180,574
Amortization of goodwill .................................                   18,230,642
                                                             -----------    -----------    -----------
                 Total ...................................   (38,430,695)    21,896,553    (16,534,142)
                                                             -----------    -----------    -----------

                                                             -----------    -----------    -----------
Extraordinary Items ......................................       927,537       (927,537)             -
                                                             -----------    -----------    -----------

Income Taxes:

Extraordinary Items ......................................                      927,537
                                                             -----------    -----------    -----------
                 Total ...................................     1,123,178        927,537      2,050,715
                                                             -----------    -----------    -----------
</TABLE>


                                      F-65
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(s)   Effects of conforming to US GAAP, continued:


                                         Year ended December 31, 2002
                                 --------------------------------------------
                                                                   US GAAP
                                 Chilean GAAP  Reclassification    Format
                                     ThCh$           ThCh$          ThCh$
                                 ------------    ------------    ------------
Fixed assets, net:
Other long-term assets .......                       (869,879)
                                 ------------    ------------    ------------
                 Total .......    178,768,005        (869,879)    177,898,126
                                 ------------    ------------    ------------


Other assets:
Negative goodwill ............                        869,879
                                 ------------    ------------    ------------
                 Total .......    322,268,414         869,879     323,138,293
                                 ------------    ------------    ------------



                                      F-66
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(s)   Effects of conforming to US GAAP, continued:

<TABLE>
<CAPTION>
                                                                 Year ended December 31, 2003
                                                          -----------------------------------------
                                                                                           US GAAP
                                                          Chilean GAAP Reclassification    Format
                                                              ThCh$         ThCh$          ThCh$
                                                          -----------    -----------    -----------
<S>                                                        <C>           <C>            <C>
Operating income (expenses), net:
Gain from sale of assets ..............................                      386,557
Profit on sale of other products ......................                      349,020
Reversal of provision for bottle and case deposits ....                    1,888,242
Gain on sale of broken glass ..........................                       94,581
Loss on sale of fixed assets ..........................                     (160,992)
Bottle and case write-off .............................                      (51,661)
Directors' Fees .......................................                     (273,903)
Recognition of fair value of swap .....................                   (1,631,654)
Loss on sale of investment ............................                  (13,528,834)
Adjustment for loss on sale of Peruvian operations ....                  (15,094,633)
Amortization of intangibles ...........................                   (1,005,541)
Travel expenses .......................................                     (486,374)
Amortization of goodwill ..............................                  (17,264,261)
                                                          -----------    -----------    -----------
              Total ...................................    16,325,072    (46,779,453)   (30,454,381)
                                                          -----------    -----------    -----------

Non-operating income (expenses), net:
Gain from sale of assets ..............................                     (386,557)
Profit on sale of other products ......................                     (349,020)
Reversal of provision for bottle and case deposits ....                   (1,888,242)
Gain on sale of broken glass ..........................                      (94,581)
Loss on sale of fixed assets ..........................                      160,992
Bottle and case write-off .............................                       51,661
Directors' Fees .......................................                      273,903
Recognition of fair value of swap .....................                    1,631,654
Loss on sale of investment ............................                   13,528,834
Adjustment for loss on sale of Peruvian operations ....                   15,094,633
Amortization of intangibles ...........................                    1,005,541
Travel expense ........................................                      486,374
Amortization of goodwill ..............................                   17,264,261
                                                          -----------    -----------    -----------
              Total ...................................   (53,497,193)    46,779,453     (6,717,740)
                                                          -----------    -----------    -----------

                                                          -----------    -----------    -----------
Extraordinary Items ...................................         1,489         (1,489)             -
                                                          -----------    -----------    -----------

Income Taxes:

Extraordinary Items ...................................                        1,489
                                                          -----------    -----------    -----------
              Total ...................................     1,675,120          1,489      1,676,609
                                                          -----------    -----------    -----------
</TABLE>


                                      F-67
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(s)   Effects of conforming to US GAAP, continued:


                                       Year ended December 31, 2003
                               --------------------------------------------
                                                                  US GAAP
                               Chilean GAAP Reclassification      Format
                                   ThCh$          ThCh$           ThCh$
                               ------------    ------------    ------------
Fixed assets, net:
Other long-term assets .....                       (675,026)
                               ------------    ------------    ------------
                 Total .....    151,937,706        (675,026)    151,262,680
                               ------------    ------------    ------------


Other assets:
Negative goodwill ..........                        675,026
                               ------------    ------------    ------------
                 Total .....    284,962,496         675,026     285,637,522
                               ------------    ------------    ------------

The condensed consolidated statements of income for the years ended December 31
under US GAAP and classified in accordance with US GAAP are presented as
follows:

                                                       As of December 31,
                                                  ----------------------------
                                                      2002            2003
                                                  ------------    ------------
                                                      ThCh$           ThCh$

Current assets                                      71,276,110      30,764,994
Net assets held for sale                            98,610,338      93,066,046

Property, plant and equipment                      180,808,420     174,968,255
Accumulated depreciation                           (76,884,885)    (82,253,712)
                                                  ------------    ------------
Property, plant and equipment, net                 103,923,535      92,714,543
Goodwill                                           276,762,173     274,103,698
Accumulated amortization of goodwill               (28,084,542)    (27,138,108)
                                                  ------------    ------------
Goodwill, net                                      248,677,631     246,965,590
Investments in related companies                       915,793         805,591
Other long-term assets                               5,988,350       2,488,269
                                                  ------------    ------------
Total assets                                       529,391,757     466,805,006
                                                  ============    ============


Current liabilities                                 93,053,828     119,408,995

Long-term liabilities                              193,945,474     129,542,837
Minority interest                                    4,167,839       6,360,534
Shareholders' equity                               238,224,616     211,492,640
                                                  ------------    ------------
Total liabilities and shareholders' equity         529,391,757     466,805,006
                                                  ============    ============


                                      F-68
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

I.    Differences in Measuring Methods, continued:

(s)   Effects of conforming to US GAAP, continued:

The condensed consolidated statements of income for the years ended December 31
under US GAAP and classified in accordance with US GAAP are presented as
follows:

<TABLE>
<CAPTION>
                                                                                          Years ended December 31,
                                                                                 --------------------------------------------
                                                                                     2001            2002            2003
                                                                                 ------------    ------------    ------------
                                                                                     ThCh$           ThCh$           ThCh$
<S>                                                                               <C>             <C>             <C>
Net sales                                                                         156,599,214     149,682,109     148,408,610
Costs of sales                                                                    (94,346,251)    (92,624,357)    (88,946,122)
                                                                                 ------------    ------------    ------------
Gross profit                                                                       62,252,963      57,057,752      59,462,488
Administrative and selling expenses                                               (41,302,603)    (40,395,887)    (42,492,056)
Other operating income (loss)                                                     (22,328,706)     (9,195,726)    (41,962,417)
                                                                                 ------------    ------------    ------------
Net operating income                                                               (1,378,346)      7,466,139     (24,991,985)

Participation in net losses of related companies                                     (337,006)       (252,796)       (139,761)
Other non operating income, net                                                    (8,675,640)     (9,273,237)     22,200,696
                                                                                 ------------    ------------    ------------
Loss before income taxes and minority interest from continuing operations         (10,390,922)     (2,059,894)     (2,931,050)

Income taxes                                                                       (2,634,431)     (2,173,894)        917,079
Minority interest                                                                     550,916         459,708         304,048
                                                                                 ------------    ------------    ------------
Loss from continuing operations                                                   (12,474,507)     (3,774,080)     (1,709,923)

Loss from discontinued operations, net of tax (expenses) benefits
of ThCh$(594,459), ThCh$100,923, and ThCh$ (1,521,195) as of
December 31, 2001, 2002 and 2003                                                   (2,852,040)      1,246,113     (30,571,878)
                                                                                 ------------    ------------    ------------
Net loss in accordance with US GAAP                                               (15,326,547)     (2,527,967)    (32,281,801)
                                                                                 ============    ============    ============

Other comprehensive loss:
Cumulative translation adjustment                                                   3,622,326       3,338,614       5,549,825
Loss on marketable securities, net of tax                                                   -         160,670               -
                                                                                 ------------    ------------    ------------
Comprehensive loss in accordance with US GAAP                                     (11,704,221)        971,317     (26,731,976)
                                                                                 ============    ============    ============
</TABLE>



                                      F-69
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements:

      Income taxes:

As explained above, the accounting treatment of income taxes under Chilean GAAP
and US GAAP differs with respect to accounting for deferred income taxes.

The provisions for income taxes charged to the results of operations were as
follows:

<TABLE>
<CAPTION>
                                                                         For the years ended
                                                              -----------------------------------------
                                                                 2001           2002           2003
                                                                 ThCh$          ThCh$          ThCh$
                                                              -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>
Current tax per tax return                                     (1,276,985)    (1,180,627)    (1,091,873)
Deferred tax expense (benefit) as previously
 calculated under Chilean GAAP                                    472,438        216,136         13,542
Prior year tax expense adjustment                              (6,577,455)    (2,100,651)    (1,243,537)
Amortization of Complementary Accounts                          4,959,278      4,188,320      3,996,988
                                                              -----------    -----------    -----------
Charge for the year under Chilean GAAP                         (2,422,724)     1,123,178      1,675,120
Reclassification of extraordinary items to income taxes         3,635,079        927,537          1,489
US GAAP adjustments:
Deferred tax effect of applying SFAS No. 109                   (4,959,278)    (4,188,320)    (3,996,988)
Deferred tax effect of adjustments to US GAAP                     500,128         64,634      1,716,263
Effect of change in tax rates over US GAAP adjustments             17,905              -              -
                                                              -----------    -----------    -----------
Charge for the year under US GAAP                              (3,228,890)    (2,072,971)      (604,116)
                                                              ===========    ===========    ===========
</TABLE>


                                      F-70
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

Income taxes, continued:

Deferred tax assets (liabilities) of the Company as of the balance sheet dates
are summarized as follows:

<TABLE>
<CAPTION>
                                                             2002              2003
                                                         -----------       -----------
                                                         Total deferred    Total deferred
                                                         taxes under       taxes under
                                                         SFAS No. 109      SFAS No. 109
                                                         -----------       -----------
                                                            ThCh$             ThCh$
<S>                                                      <C>                <C>
Current deferred tax assets:
Allowance for doubtful accounts                              197,488           221,224
Provision for vacations                                      176,413           199,686
Provision for obsolescence                                     7,176               668
Inventories                                                  892,237           745,287
Other                                                        247,450           204,000
                                                         -----------       -----------
Total current deferred tax assets                          1,520,764         1,370,865

Long-term deferred tax assets:
Allowance for doubtful accounts                              365,561           290,350
Provision for obsolescence                                   130,810           166,602
Tax loss carry forwards (1)                                6,441,679         7,818,606
                                                         -----------       -----------
Subtotal long-term deferred tax assets                     6,938,050         8,275,558

Current deferred tax liabilities
Other                                                        (68,389)          (93,897)
                                                         -----------       -----------
Subtotal current deferred tax liabilities                    (68,389)          (93,897)

Long-term deferred tax liabilities:
PP&E Reappraisal                                          (3,526,730)       (2,524,270)
Amortization of intangibles                               (5,631,470)       (4,838,534)
Fixed assets depreciation                                 (9,544,745)      (11,158,370)
Staff severance indemnities                                 (752,987)         (834,251)
Leasing                                                     (638,253)         (494,071)
Other                                                        (33,347)        1,617,437
                                                         -----------       -----------
Subtotal long-term deferred tax liabilities              (20,127,532)      (18,232,059)
                                                         -----------       -----------
Net deferred tax assets (liabilities) resulting          (11,737,107)       (8,679,533)
from application of SFAS No. 109
</TABLE>

(1) Benefits related to the Company's tax loss carry forwards total
ThCh$6,441,679 and ThCh$7,818,606 as of December 31, 2002 and 2003,
respectively. According to current Chilean tax legislation, tax losses may be
carried forward indefinitely. As of December 2002, benefits related to
accumulated tax losses related to the Company's Chilean operations were
ThCh$3,231,576 and benefits related to tax loss carry forwards, allowed by the
Peruvian tax authorities totaled ThCh$3,210,103. As of December 31, 2003
benefits related to accumulated tax losses were ThCh$7,818,606 and were all
related to the Company's Chilean operations.


                                      F-71
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

Income taxes, continued:

The provision (benefit) for income taxes from continuing operations differs from
the amount of income tax determined by applying the applicable Chilean statutory
income tax rate to pretax income (loss) calculated according to US GAAP as a
result of the following:

<TABLE>
<CAPTION>
                                                                                  Years ended December 31,
                                                                        --------------------------------------------
                                                                            2001            2002            2003
                                                                            ThCh$           ThCh$           ThCh$
                                                                        ------------    ------------    ------------
<S>                                                                       <C>             <C>                <C>
Tax provision (benefit) at statutory Chilean tax rates                     1,558,638         329,583         483,623
Increase (decrease) in rates resulting from:
   Tax effect resulting from foreign operations                           (1,687,703)     (1,382,225)     (1,156,689)
   Tax exempt  income from Chilean operations                                (69,047)        (56,551)       (171,552)
   Loss in tax exempt Chilean operations                                     894,306       1,427,412       1,549,471
Permanent tax difference
   Overseas losses                                                         1,896,640       1,920,123       1,240,399
   Non-deductible expenses                                                     8,099           7,502          11,470
   Price-level restatement not accepted for tax
    Purposes                                                                 316,784         237,551         623,536
     -Depreciation of technical reappraisal of property, plant                 1,091           3,853           3,947
      and equipment not accepted for tax purposes
     -Investments in other companies                                          41,968          20,237         (12,790)
     -Tax exempt income from Bolivian operations                            (588,728)       (775,283)       (988,581)
     -Provisions and other                                                (6,133,846)     (3,888,447)       (756,142)
Permanent differences arising from Williamson Balfour merger               1,635,628         507,517         270,688
Overseas Price-level restatement                                            (508,261)       (525,166)       (180,301)
                                                                        ------------    ------------    ------------
     US GAAP  tax provision                                               (2,634,431)     (2,173,894)        917,079
                                                                        ============    ============    ============
</TABLE>

The Chilean statutory first category (corporate) income tax rate was 15.0% for
2001, 16.0% for 2002, and 16.5% for 2003. In accordance with Chilean law, the
Company and each of its subsidiaries compute and pay taxes on a separate legal
entity basis.

The Bolivian statutory corporate income tax rate was 25%, and the sales
transactions were subject to a 3% tax for the years 2001, 2002 and 2003. In
accordance with Bolivian law, the Company's Bolivian subsidiaries compute and
pay taxes on a separate legal entity basis.

In Peru the income tax rate was 30% in 2001, and 27% in 2002 and 2003.
Employees' participation was 10% of taxable income for 2001, 2002 and 2003.

Tax exempt income from Chilean operations per share, for the years ended
December 31, 2001, 2002 and 2003 is as follows:

                                 2001             2002              2003
                                ThCh$             ThCh$             ThCh$
                            -------------     -------------     -------------

     Series A Shares            (0.14)            (0.11)            (0.34)
     Series B Shares            (0.13)            (0.11)            (0.33)


                                      F-72
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

Additional Disclosure Requirements, continued:

(b)   Statement of cash flows:

Under Chilean GAAP cash and cash equivalents are considered to be all highly
liquid investments with a remaining maturity of less than 90 days at the closing
date of the financial statements, whereas, US GAAP considers cash and cash
equivalents to be all highly liquid investments with an original maturity date
of less than 90 days. The difference between the balance under US GAAP and
Chilean GAAP of cash and cash equivalents is not material for the periods
presented.

Cash and cash equivalents for the years ended December 31, 2001, 2002 and 2003
are as follows:

<TABLE>
<CAPTION>
                                                                Year ended December 31,
                                                          ------------------------------------
                                                             2001         2002         2003
                                                             ThCh$        ThCh$        ThCh$
                                                          ----------   ----------   ----------
<S>                                                       <C>          <C>           <C>
Cash deposits that are cash equivalents                    6,920,275    9,920,971    4,269,584
Time deposits that are cash equivalents                   17,572,844    6,526,213    2,355,946
Marketable securities that are cash equivalents            4,227,707    9,935,365        7,609
                                                          ----------   ----------   ----------
     Total cash and cash equivalents                      28,720,826   26,382,549    6,633,139
                                                          ==========   ==========   ==========
</TABLE>

(c)   Segment information:

As described in Note 1, the Company is principally involved in the production
and distribution of Coca-Cola soft drinks and accordingly has only one
reportable operating segment. However, the Company has three reportable
geographic segments: Chile, Bolivia and Peru. The accounting policies of the
segments are the same as those described in the summary of significant
accounting policies. They are managed separately because each business requires
different technology and marketing strategies.

No customer accounted for over 10% of the Company's total consolidated revenues
in 2001, 2002 nor 2003. Long-lived assets are comprised principally of property,
plant and equipment, goodwill, negative goodwill and investments in related
companies. The following segment information has been disclosed in accordance
with US reporting requirements; however, the information presented has been
determined in accordance with Chilean GAAP as management assesses its segments
for operating purposes in accordance with Chilean GAAP.

<TABLE>
<CAPTION>
December 31, 2001
-----------------
                                                                                                                Consolidated
                                            Chile            Bolivia           Peru (1)       Eliminations          Total
                                            ThCh$             ThCh$             ThCh$             ThCh$             ThCh$
                                       --------------    --------------    --------------    --------------    --------------
<S>                                     <C>                  <C>              <C>              <C>                <C>
Revenues                                  119,620,394        36,978,820        83,915,420                 -       240,514,634
Net Income before income taxes               (753,550)        2,825,205        (1,216,631)      (10,794,358)       (9,939,334)
Net Income                                  2,639,885         1,561,281        (2,747,683)      (10,243,440)       (8,789,957)
Interest revenue                              453,025            91,180           776,041                 -         1,320,246
Interest expense                          (18,491,242)          (26,825)         (181,089)                -       (18,699,156)
Depreciation                                7,818,801         3,535,177         8,038,139         1,144,329        20,536,446
Goodwill amortization                     (12,998,498)       (1,066,873)       (3,837,301)                -       (17,902,672)
Income tax expense                           (241,644)       (1,263,921)         (917,159)                -        (2,422,724)
Long-lived assets                         891,209,847        48,422,489        66,346,679      (826,686,434)      179,292,581
Total assets                            1,183,421,466        73,647,246       180,194,743      (843,701,368)      593,562,087
</TABLE>

(1) As of December 31, 2003, the Peruvian operations are considered as
discontinued.


                                      F-73
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

(c)   Segment information, continued:

<TABLE>
<CAPTION>
December 31, 2002
-----------------
                                                                                                                Consolidated
                                            Chile            Bolivia           Peru (1)       Eliminations          Total
                                            ThCh$             ThCh$             ThCh$             ThCh$             ThCh$
                                       --------------    --------------    --------------    --------------    --------------
<S>                                     <C>                  <C>              <C>              <C>                <C>
Revenues                                  114,858,754        34,823,355        91,412,846                 -       241,094,955
Net Income before income taxes            (14,842,269)        1,480,409        (1,232,672)       (3,870,952)      (18,465,484)
Net Income                                (11,055,704)          335,047        (2,042,546)       (3,874,622)      (16,637,825)
Interest revenue                            4,006,860            44,198         1,317,450                 -         5,368,508
Interest expense                          (18,241,477)          (54,804)         (251,174)                -       (18,547,455)
Depreciation                               (7,990,074)       (4,127,162)       (9,554,854)                -       (21,672,090)
Goodwill amortization                     (13,045,249)       (1,136,756)       (4,116,663)           68,026       (18,230,642)
Income tax expense                          2,369,516        (1,145,360)         (100,978)                -         1,123,178
Long-lived assets                         670,479,932        48,505,920        67,437,425      (606,149,936)      180,273,341
Total assets                              944,922,442        74,652,943       190,364,919      (632,911,803)      577,028,501
</TABLE>

(1) As of December 31, 2003, the Peruvian operations are considered as
discontinued.

<TABLE>
<CAPTION>
December 31, 2003
-----------------
                                                                                                                Consolidated
                                            Chile            Bolivia           Peru (1)       Eliminations          Total
                                            ThCh$             ThCh$             ThCh$             ThCh$             ThCh$
                                       --------------    --------------    --------------    --------------    --------------
<S>                                     <C>                  <C>              <C>              <C>                <C>
Revenues                                  118,393,274        30,015,336        72,672,723                 -       221,081,333
Net Income before income taxes            (51,371,775)          946,125        (1,356,429)       14,609,958       (37,172,121)
Net Income                                (46,581,856)          (54,454)       (1,990,437)       14,529,172       (34,097,575)
Interest revenue                            5,775,471            25,405         1,158,546                 -         6,959,422
Interest expense                          (18,259,134)         (117,052)        1,066,071                 -       (17,310,115)
Depreciation                                7,521,241         2,996,975         7,287,567         1,197,715        19,003,498
Goodwill amortization                     (13,249,323)         (930,021)       (3,367,991)          283,074       (17,264,261)
Income tax expense                          4,366,942        (1,000,578)       (1,691,244)                -         1,675,120
Long-lived assets                         443,958,604        36,497,431        52,615,574      (379,523,052)      153,548,557
Total assets                              813,314,093        59,637,013       150,657,943      (538,383,992)      485,225,057
</TABLE>

(1) As of December 31, 2003, the Peruvian operations are considered as
discontinued.


                                      F-74
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

(c)   Segment information, continued:

The following segment information has been disclosed in accordance with US
reporting requirements; however, the information presented has been determined
in accordance with Chilean GAAP.

The changes in the carrying amount of goodwill on a segment basis, for the years
ended December 31, 2002 and 2003 are as follows:

<TABLE>
<CAPTION>
                                            Chile        Bolivia        Peru          Total
                                            ThCh$         ThCh$         ThCh$         ThCh$
                                         -----------   -----------   -----------   -----------
<S>                                      <C>            <C>           <C>          <C>
Balance as of January 1, 2002            222,532,706    16,951,980    54,575,393   294,060,079
Price-level restatement                    6,675,981       508,559     1,637,261     8,821,801
Goodwill acquired during the year                  -             -             -             -
Impairment losses                                  -             -             -             -
                                         -----------   -----------   -----------   -----------
Balance as of December 31, 2002          229,208,687    17,460,539    56,212,654   302,881,880
                                         ===========   ===========   ===========   ===========

Balance as of January 1, 2003            229,208,687    17,460,539    56,212,654   302,881,880
Price-level restatement                    2,292,087       174,605       562,126     3,028,818
Goodwill acquired during the year          2,266,164             -             -     2,266,164
Impairment losses                                  -             -             -             -
                                         -----------   -----------   -----------   -----------
Balance as of December 31, 2003          233,766,938    17,635,144    56,774,780   308,176,862
                                         ===========   ===========   ===========   ===========
</TABLE>

Goodwill and Other Intangible Assets

The following details what the Company's net income under US GAAP would have
been for the year ended December 31, 2001, excluding amortization expense:


                                                         Unaudited
                                                           2001
                                                           ThCh$
     Reported net income                                (15,326,547)
     Add back: Goodwill amortization                     15,971,941
     Add back: Indefinite intangibles amortization        1,119,684
                                                        -----------
     Adjusted net income                                  1,765,078
                                                        ===========


                                                          Serie A     Serie B

     Basic earnings per share:                             (30.59)      (29.46)
     Add back: Goodwill amortization                        31.88        30.70
     Add back: Indefinite intangibles amortization           2.23         2.15
                                                        ---------    ---------
     Adjusted net income                                     3.52         3.39
                                                        =========    =========


                                      F-75
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

(e)   Discontinued operations

SFAS 144 establishes accounting and reporting standards for the impairment and
disposal of long-lived assets and discontinued operations. In accordance with
this statement certain operations have been classified as discontinued
operations as of December 31, 2003 the results of which are not included in
continuing operations, as described as follows:

As of December 31, 2003 the Company was in negotiations with a third party to
sell its operations in Peru, the sale of which was concluded in January 29,
2004. Consequently, the group of assets to be disposed of was considered as held
for sale and accounted for as discontinued operations in accordance with SFAS
144. Accordingly, amounts in the reconciliation of net income and shareholders'
equity to US GAAP and the additional disclosure notes required under US GAAP for
all periods shown relating to the Peruvian operations, reflect discontinued
accounting.

The major classes of discontinued consolidated assets, consolidated liabilities
and minority interest included in the US GAAP Coca-Cola Embonor S.A.
consolidated Balance Sheet, are as follows:

<TABLE>
<CAPTION>
                                                                                As of December 31,
                                                                             -------------------------
                                                                                2002          2003
                                                                             -----------   -----------
                                                                                ThCh$         ThCh$
<S>                                                                          <C>           <C>
Assets:
Cash                                                                             965,003       970,483
Marketable securities                                                         17,071,838     6,473,333
Accounts receivable, net                                                       5,403,281     4,848,569
Amounts due from related companies                                               727,669     9,395,632
Other current assets                                                          11,569,913     8,724,491
Property, plant and equipment, net                                            74,862,972    59,214,050
Goodwill                                                                      57,046,800    44,891,383
Intangibles                                                                   18,913,815    15,690,170
Other assets                                                                   3,265,209     3,468,059
                                                                             -----------   -----------
Total assets of discontinued operations                                      189,826,500   153,676,170
                                                                             ===========   ===========

Liabilities:
Current liabilities                                                           23,984,588    11,285,444
Long term liabilities                                                         10,551,564     1,479,898
Income taxes payable (including deferred income taxes)                        10,182,326    10,468,881
Minority interest                                                             47,403,738    37,375,901
                                                                             -----------   -----------
Total liabilities and minority interest of discontinued operations            92,122,216    60,610,124
                                                                             ===========   ===========
</TABLE>


                                      F-76
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

(e)   Discontinued operations

The major classes of consolidated revenues and expenses included in the Chilean
GAAP consolidated income statement are as follows:

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                                       --------------------------------------------
                                                           2001            2002            2003
                                                       ------------    ------------    ------------
                                                           ThCh$           ThCh$           ThCh$
<S>                                                      <C>             <C>             <C>
Sales                                                    83,915,420      91,412,846      72,672,723
Costs of sales                                          (47,929,670)    (48,054,561)    (44,168,269)
                                                       ------------    ------------    ------------
Gross profit                                             35,985,750      43,358,285      28,504,454
Administrative and selling expenses                     (30,828,680)    (39,815,569)    (29,196,423)
                                                       ------------    ------------    ------------
Operating income                                          5,157,070       3,542,716        (691,969)
                                                       ============    ============    ============

Non operating loss                                       (6,373,699)     (4,775,387)       (664,460)
                                                       ------------    ------------    ------------

Loss before income taxes and minority interest           (1,216,629)     (1,232,671)     (1,356,429)
                                                       ============    ============    ============

Income taxes                                               (917,159)       (100,978)     (1,691,244)
Minority interest                                          (613,895)       (708,897)      1,057,236
                                                       ------------    ------------    ------------

Net loss for the year                                    (2,747,683)     (2,042,546)     (1,990,437)
                                                       ============    ============    ============
</TABLE>

(f)   Advertising Costs

The following advertising costs have been incurred by the Company for each of
the years ended December 31,

                                   2001            2002            2003
                                   ThCh$           ThCh$           ThCh$
                                -----------     -----------     -----------

Advertising Costs                11,177,670      17,287,160      13,406,000



                                      F-77
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

(g)   Estimated Fair Value of Financial Instruments and Derivative Financial
      Instruments

The accompanying tables provide disclosure of the estimated fair value of
financial instruments owned by the Company. Various limitations are inherent in
the presentation, including the following:

-     The data excludes non-financial assets and liabilities, such as property,
      plant and equipment, and goodwill; and

-     While the data represents management's best estimates, the data is
      subjective and involves significant estimates regarding current economic
      and market conditions and risk characteristics.


The methodologies and assumptions used depend on the terms and risk
characteristics of the various instruments and include the following:

-     Cash and time deposits approximate fair value because of the short-term
      maturity of these instruments;

-     Marketable securities with a readily determinable market value are
      recorded at fair value;

-     For current liabilities that are contracted at variable interest rates,
      the book value is considered to be equivalent to their fair value;

-     For interest-bearing liabilities with an original contractual maturity of
      greater than one year, the fair values are calculated by discounting
      contractual cash flows at current market origination rates with similar
      terms; and

-     Derivative Instruments: The estimated fair value of foreign exchange
      forward contracts was determined using quoted market prices of financial
      instruments with similar characteristics. The fair value of interest rate
      swaps represents the estimated amount the Company would expect to receive
      or pay to terminate the contracts or agreements, taking into account
      current interest rates. As no quoted market prices are available for the
      interest rate swap and forward exchange rate instruments held by the
      Company, such estimates have been estimated using modeling and other
      valuation techniques.


                                      F-78
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

Estimated book value in accordance with US GAAP and the corresponding Fair Value
of Financial Instruments and Derivative Financial Instruments, continued:

The estimated fair values of the Company's financial instruments are as follows:

<TABLE>
<CAPTION>
                                                                              December 31,
                                                          -----------------------------------------------------
                                                                     2002                       2003

                                                                        Estimated                   Estimated
                                                          Book Value    Fair Value    Book Value    Fair Value
                                                                     ThCh$                      ThCh$
                                                          -------------------------   -------------------------
<S>                                                         <C>           <C>           <C>           <C>
ASSETS
Cash                                                        9,920,971     9,920,971     4,269,584     4,269,584
Marketable securities                                       9,935,365     9,935,365         7,609         7,609
Time deposits                                               6,526,213     6,526,213     2,355,946     2,355,946
Trade accounts receivable                                  14,102,376    14,102,376    13,645,974    13,645,974
Notes receivable                                            6,878,815     6,878,815     6,741,249     6,741,249
Miscellaneous receivables                                   1,895,122     1,895,122     1,928,829     1,928,829
Short-term derivatives                                        154,919       154,919       154,919       154,919

LIABILITIES
Short-term bank liabilities                                         -             -     5,968,227     5,968,227
Short-term portion of long-term bank liabilities           17,894,090    17,894,090    26,763,741    26,763,741
Current trade accounts payable                             17,820,611    17,820,611    12,879,085    12,879,085
Current portion of bonds payable                           23,488,347    22,922,680    22,628,075    20,628,075
Short-term derivatives                                              -             -     4,306,850     4,306,850
Miscellaneous payables                                      1,934,682     1,934,682     1,292,425     1,292,425
Long-term bank liabilities                                 63,161,703    63,161,703    29,993,797    29,993,797
Long-term bonds payable                                   133,291,073   138,721,671    94,545,676    94,134,203
Long-term derivatives                                               -             -     5,310,000     5,310,000
</TABLE>


                                      F-79
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

(h)   Staff severance indemnities:

The following data are presented under US GAAP for Company's termination
indemnity benefit plans during each of the three years ended December 31, 2003.

                                            As of December 31,
                                       ----------------------------
                                           2002            2003
Changes in Benefit (obligations)           ThCh$           ThCh$
                                       ------------    ------------
Obligation as of January 1 .........      1,820,525       2,777,603
Price level restatement (1) ........        (55,338)        (27,776)
Service cost .......................        234,281         324,872
Interest cost ......................        113,396         203,805
Actuarial gain (loss) ..............      1,347,213         111,820
Benefits paid ......................       (682,474)       (488,840)
                                       ------------    ------------
Obligation as of December 31, ......      2,777,603       2,901,484
                                       ============    ============

Reflects the effect of inflation on the provision for staff severance
indemnities at the beginning of each period, adjusted to constant pesos of
December 31, 2003.

<TABLE>
<CAPTION>
                                                                   Years ended December 31,
                                                           ---------------------------------------
                                                              2001          2002          2003
                                                           -----------   -----------   -----------
Components of net periodic benefit expenses                   ThCh$         ThCh$         ThCh$
<S>                                                          <C>           <C>             <C>
Service cost ...........................................       186,214       234,281       324,872
Interest cost ..........................................       137,320       111,396       203,805
Actuarial gain (loss) ..................................       906,101       664,738       111,820
                                                           -----------   -----------   -----------
Total ..................................................     1,229,635     1,010,415       640,497
                                                           ===========   ===========   ===========

Chilean Assumptions used as of December 31,
Real discount rate .....................................            7%            5%            7%
Salary progression......................................       Chilean       Chilean       Chilean
Mortality (1)...........................................          RV85          RV85         RV 85
Turnover ...............................................          2.5%          2.5%          2.5%
Bolivian Assumptions used as of December 31,
Real discount rate .....................................        11.50%        11.50%        11.5%%
Real Rate of salary progression.........................         4.00%         4.00%         4.00%
Mortality (1)...........................................          RV85      RVBolivia        RV 85
Turnover ...............................................            0%            0%            0%
</TABLE>

(1)   The mortality tables used in the determination of the benefit obligation
      are the same as those used by Chilean Insurance Companies to calculate
      insurance life reserves, in accordance with Circular No. 491 issued March
      29, 1985 by the Superintendency of Insurance and Securities. Such tables
      have also been used for calculations relating to the provision in Bolivia.
      No material effect is expected if Bolivian tables were to be used.


                                      F-80
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

(i)   Capital leases:

The gross amounts of assets recorded under capital leases by major classes
according to nature or function and the total amounts of accumulated
amortization for the years ended December 31, 2002 and 2003 are as follows:

<TABLE>
<CAPTION>
                                         Gross       Accumulated         Gross       Accumulated
                                         amount      depreciation        amount      depreciation
Capital leases                           ThCh$           ThCh$           ThCh$           ThCh$
----------------------               ------------    ------------    ------------    ------------
                                         2002            2002            2003            2003
<S>                                     <C>              <C>            <C>              <C>
Glass-blowing plants                    1,827,644        (100,321)      1,827,645        (190,492)
                                     ------------    ------------    ------------    ------------
                                        1,827,644        (100,321)      1,827,645        (190,492)
                                     ============    ============    ============    ============
</TABLE>

Obligations related to assets recorded under capital leases for the years ended
December 31, 2002 and 2003 are as follows:

<TABLE>
<CAPTION>
                                      Obligation        Interest      Obligation       Interest
Institution                              ThCh$           ThCh$           ThCh$           ThCh$
----------------------               ------------    ------------    ------------    ------------
                                         2002            2002            2003            2003
<S>                                     <C>              <C>            <C>              <C>
Crowpla Reicolite S.A                   1,666,961        (427,627)      1,078,385        (376,657)
                                     ------------    ------------    ------------    ------------
                                        1,666,961        (427,627)      1,078,385        (376,657)
                                     ============    ============    ============    ============
</TABLE>

Future minimum lease payments as of December 31, 2003, and for each of the five
succeeding fiscal years are as follows:

<TABLE>
<CAPTION>
                                                           As of December 31,
                                     --------------------------------------------------------------
Institution                             ThCh$        ThCh$        ThCh$        ThCh$        ThCh$
-----------------------              ----------   ----------   ----------   ----------   ----------
                                        2003         2004         2005         2006         2007
<S>                                     <C>          <C>          <C>          <C>          <C>
Crowpla Reicolite S.A                   599,510      599,510      599,510      599,510      599,510
                                     ----------   ----------   ----------   ----------   ----------
                                        599,510      599,510      599,510      599,510      599,510
                                     ==========   ==========   ==========   ==========   ==========
</TABLE>

(j)   Concentrations of credit risk:

Assets

Those assets of the Company that are potentially subject to significant
concentrations of credit risk are deposits held with banks and financial
institutions and trade accounts receivable.

The Company holds accounts with a variety of banks and does not hold significant
deposits with any single bank. The Company has a wide customer base and trades
with a large number of small customers. Consequently, the Company does not have
any significant concentrations of credit risk as of t December 31, 2002 and
2003.


                                      F-81
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

(j)   Concentrations of credit risk, continued:

(2)   Coca-Cola Bottling Agreements

The majority of the Company's net sales are derived from the distribution of
Coca-Cola soft drinks. The Company produces, markets and distributes Coca-Cola
soft drinks through standard bottling agreements between the Company's
individual bottling subsidiaries and The Coca-Cola Company. Under the bottling
agreements, The Coca-Cola Company unilaterally sets the prices for Coca-Cola
soft drink concentrates sold to the Company.

The Company is dependent on The Coca-Cola Company to renew such bottling
agreements. The bottler agreements for the five operating regions of Embonor
Bottling expire on various dates between December 31, 2005 and December 31,
2008. The bottler agreement for the operating region of Coca-Cola Embonor
Bottling expires on June 30, 2008; the bottler agreement for the operating
region of Iquique expires on June 30, 2008; and the bottler agreement for the
Bolivian operating region expires on August 31, 2005. The bottling agreements
are subject to termination by The Coca-Cola Company in the event of default by
the Company or upon expiration in accordance with their respective terms. No
assurance can be given that the bottling agreements will be renewed upon their
expiration. Termination or non-renewal of the bottling agreements would have a
significant adverse effect on the Company's business.

The soft drink and non-alcoholic beverage businesses are highly competitive in
each of the Company's franchise territories. In each of its franchise
territories the Company competes with bottlers of PepsiCo, Inc. as well as
bottlers of regional brands. The Company's soft drink products also compete
generally with other non-alcoholic beverages.

(3)   Collective bargaining agreements

All of the Company's labor is subject to collective bargaining agreements.
Approximately 69.0% of Coca-Cola Embonor's employees in Chile have collective
bargaining agreements that will expire in two years. Approximately 49.5% and
30.3% of Coca-Cola Embonor's employees in Bolivia and Peru, respectively, have
collective bargaining agreements that will expire within one year. The Company
does not expect to incur significant costs or experience adverse consequences in
renewing such contracts.

(k)   Recently issued accounting pronouncements:

In June 2001 the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards 143, Accounting for Asset Retirement
Obligations. This standard requires that obligations associated with the
retirement of tangible long-lived assets be recorded as liabilities when those
obligations are incurred, with the amount of the liability initially measured at
fair value. Upon initially recognizing a liability for an asset retirement
obligation, an entity must capitalize the cost by recognizing an increase in the
carrying amount of the related long-lived asset. Over time, this liability is
accreted to its present value, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. The Company adopted SFAS 143 beginning January 1, 2003 and its
implementation had no material impact on the results of operations or financial
position of the Company.


                                      F-82
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

(k)   Recently issued accounting pronouncements, continued:

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities This statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
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)." SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized and measured initially at fair value only when the liability is
incurred, not when it is "planned". The Company was required to adopt the
provisions of SFAS No. 146 for exit or disposal activities that were initiated
after December 31, 2002 and the adoption has not had a material impact on the
Company's results of operations or financial position.

On January 23, 2003, the FASB Emerging Issues Taskforce issued EITF 00-21 Issue
Revenue Arrangements with Multiple Deliverables ("EITF 00-21"). This Issue
addresses certain aspects of the accounting by a vendor for arrangements under
which it will perform multiple revenue-generating activities. Specifically, this
Issue addresses how to determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting. The Issue requires, that
revenue arrangements with multiple deliverables should be divided into separate
units of accounting if the deliverables in the arrangement meet certain
criteria, arrangement consideration should be allocated among the separate units
of accounting based on their relative fair values, and applicable revenue
recognition criteria should be considered separately for units of accounting.
The guidance in this Issue is effective for revenue arrangements entered into in
fiscal periods beginning after June 15, 2003. The adoption of EITF 00-21 had no
material impact on the Company's results of operations, financial position or
cash flows.

In April 2003, the Financial Accounting Standards Board issued SFAS No.149,
Amendment of SFAS No. 133 on Derivative Instruments and Hedging Activities
("SFAS 149"). This Statement 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
effective for contracts entered into or modified after June 30, 2003, except for
hedging relationships designated after June 30, 2003. In addition, certain
provisions relating to forward purchases or sales of issued securities or other
securities that do not yet exist should be applied to existing contracts as well
as new contracts entered into after June 30, 2003. The adoption of SFAS No. 149
had no material impact on the Company's results of operations, financial
position or cash flows.

In June 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. ("SFAS 150").
SFAS No. 150 clarifies classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. It requires
classification of financial instruments within its scope as liabilities. Such
financial instruments may include mandatory redeemable shares, financial
instruments which embody an obligation to repurchase shares or require the
issuer to settle the obligation by transferring assets, or financial instruments
that embody an unconditional obligation, or, in certain circumstances, an
unconditional obligation. SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The
adoption of SFAS No. 150 had no material impact on the Company's results of
operations, financial position or cash flows.


                                      F-83
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

(k)   Recently issued accounting pronouncements, continued:

In November 2002, the FASB published FIN 45,Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others ("FIN45"). The Interpretation significantly changed
practice in the accounting for, and disclosure of, guarantees. In general, the
Interpretation applies to contracts or indemnification agreements that
contingently require the guarantor to make payments to the guaranteed party
based on changes in an underlying that is related to an asset, liability, or an
equity security of the guaranteed party. Guarantees meeting the characteristics
described in the Interpretation, are required to be initially recorded at fair
value, which differs from the general current practice of recording a liability
only when a loss is probable and reasonably estimable, as those terms are
defined in FASB Statement No. 5, "Accounting for Contingencies". The
Interpretation also requires a guarantor to make significant new disclosures for
virtually all guarantees even when the likelihood of the guarantor's having to
make payments under the guarantee is remote. The Interpretation's disclosure
requirements are effective for financial statements of interim or annual periods
ending after December 15, 2002. The Interpretation's initial recognition and
initial measurement provisions are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The implementation of FIN 45 had no material impact
on the results of operations or financial position of the Company.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities-an interpretation of ARB 51 ("FIN 46") to expand upon
and strengthen existing accounting guidance that addresses when a company should
include in its financial statements the assets, liabilities and activities of
another entity. Many variable interest entities have commonly been referred to
as special-purpose entities or off-balance sheet structures, but the guidance
applies to a larger population of entities. In general, a variable interest
entity is a corporation, partnership, trust, or any other legal structure used
for business purposes that either (a) does not have equity investors with voting
rights or (b) has equity investors that do not provide sufficient financial
resources for the entity to support its activities. The Company must apply FIN
46 to variable interest entities created after January 31, 2003, for the year
ended December 31, 2003. The Company did not create any variable interest
entities after January 31, 2003 and is in the process of assessing the impact of
the FIN 46 in relation to business relationships created before January 31,
2003. If any such relationships exist, they will be accounted for in the year
ended December 31, 2004. The Company does not expect the implementation of the
Interpretation to have a material impact on the Company's results of operation
or financial position.

In May 2003, the EITF reached a consensus in EITF Issue No. 01-08 Determining
Whether an Arrangement Contains a Lease. EITF 01-08 clarifies the requirements
of identifying whether an arrangement should be accounted for as a lease at its
inception. The guidance in the consensus is designed to mandate reporting
revenue as rental or leasing income that otherwise would be reported as part of
product sales or service revenue. EITF Issue No. 01-08 requires both parties to
an arrangement to determine whether a service contract or similar arrangement
is, or includes, a lease within the scope of SFAS No. 13, Accounting for Leases.
Upon application of EITF Issue No. 01-08, the accounting requirements under the
consensus could affect the timing of revenue and expense recognition, and
revenues reported as supply, transportation and storage services may be required
to be reported as rental or lease income. The consensus is being applied
prospectively to arrangements agreed to, modified, or acquired in business
combinations on or after January 1, 2004. The Company is currently evaluating
the impact of the adoption of EITF Issue No. 01-08 on its consolidated results
of operations, cash flows or financial position.


                                      F-84
<PAGE>


                     COCA-COLA EMBONOR S.A. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Restated for general price-level changes and expressed in thousands of constant
       Chilean pesos as of December 31, 2003 and thousands of US dollars)


37.   Differences between Chilean GAAP and US GAAP, continued:

II.   Additional Disclosure Requirements, continued:

(k)   Recently issued accounting pronouncements, continued:

In December 2003, the Securities Exchange Commission issued Staff Accounting
Bulletin 104, Revenue Recognition ("SAB 104"). SAB 104 updates portions of the
interpretive guidance included in Topic 13 of the codification of Staff
Accounting Bulletins in order to make this interpretive guidance consistent with
current authoritative accounting and auditing guidance and SEC rules and
regulations. The company believes it is following the guidance of SAB 104.

In January 2003, the Chilean Association of Accountants issued Technical
Bulletin No. 72, "Business Combinations, Permanent Investments and Consolidation
of Financial Statements". This standard complements or replaces existing
accounting literature for business combinations under Chilean GAAP, and requires
all acquisitions initiated after January 1, 2004 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 the results of operations,
financial position or cash flows of the Company.



                                      F-85
<PAGE>

Item 19. EXHIBITS

Exhibit
Number   Description
------   -----------

1.1*     By-laws (estatutos) of Registrant, as amended on February 17, 1999
         (English translation)

1.2**    By-law amendments dated April 26, 2001.

2.1*     Foreign Investment Contract among Registrant, Bank of New York and the
         Central Bank of Chile relating to the foreign exchange treatment of the
         investment in ADRs (as amended by the Foreign Investment Contract dated
         April 22, 1999).

2.2*     Deposit Agreement, dated April 28, 1999, as amended and restated as of
         October, 1999 between the Registrant, The Bank of New York, and owners
         and beneficial owners of Rule 144A American Depository Receipts issued
         thereunder.

2.3*     Purchase Agreement dated April 23, 1999 between the Registrant and the
         Initial Purchasers for 4,965,300 American depositary Shares, each
         representing 10 Series B Shares

4.1*     Bottling Agreement effective July 1, 1998 between The Coca-Cola Company
         and Coca-Cola EmbonorS.A.

4.2*     Credit Loan Agreement dated as of April 27, 1999 between the
         Registrant, Embotelladora Arica Overseas, the Lenders, Dresdner Bank
         Luxembourg S.A., Wachovia Bank N.A., and Morgan Guaranty Trust Company
         of New York

4.3*     Share Purchase Agreement dated as of May 20, 1999, between Inchcape and
         Coca-Cola EmbonorS.A.

4.4*     Supply Agreement for plastic caps and Agreement of gratuitous loan of
         capping machines dated October 28, 1996 between Alusud Embalajes Chile
         Limitada and Embotelladora Williamson Balfour S.A. - Concepcion

4.5*     Supply Agreement for carbon dioxide gas dated December 31, 1998 between
         AGA S.A. and Embotelladoras Williamson Balfour S.A. - Vina del Mar,
         Talca and Concepcion

4.6*     Supply Agreement dated June 3, 1994 between Liquid Carbonic del Peru
         and Embotelladora Lima S.A. for liquid gas

4.7*     Supply Agreement for carbon dioxide gas dated July 1, 1997 between
         Liquid Carbonic Chile S.A. and Embotelladora Williamson Balfour S.A. -
         Vina del Mar, Talca, Concepcion, Temuco and Puerto Montt

4.8*     Supply Agreement for one way bottles dated October 1, 1997 between
         Crowpla Reicolite S.A. and Williamson Balfour S.A. - Vina del Mar,
         Talca, Concepcion, Temuco and Puerto Montt.

4.9***   Share Purchase Agreement dated as of June 3, 1999 between ELSA Bottling
         and Coca-Cola Embonor S.A.

4.10     ELSA Bottling Sale Agreement dated as of January 29, 2004 between
         Corporacion Jose R. Lindley S.A., and Embonor Holdings S.A. and
         Embotelladora Arica Overseas.

4.11     Code of Business Conduct.

7        Statement re: computation of ratios

8        List of Subsidiaries of the Registrant

31.1     Certification of Corporate General Manager (Chief Executive Officer)
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002


                                       99
<PAGE>

Exhibit
Number   Description
------   -----------

32.1     Certification of Corporate General Manager (Chief Executive Officer)
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2     Certification of Chief Financial Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002

----------
(*)  Incorporated by reference to Coca-Cola Embonor's Form F-4 Registration
     Statement, Reg. No. 333-11066, relating to the Exchange Offer for Series B
     Shares, filed with the Securities and Exchange Commission on October 27,
     1999.
(**) Incorporated by reference to Coca-Cola Embonor's Form 20-F for the period
     ended December 31, 2000.
(***) Incorporated by reference to Coca-Cola Embonor's Form F-4 Registration
     Statement, Reg. No. 333-10702 relating to the Exchange Offer for 9 7/8%
     Notes due 2006, filed with the Securities and Exchange Commission on August
     20, 1999.



                                      100
<PAGE>

                                    SIGNATURE

Pursuant to the requirements for Section 12 of the Securities and Exchange Act
of 1934, the Registrant certifies that it meets all of the requirements on Form
20-F and has duly caused this annual report on Form 20-F to be signed on its
behalf by the undersigned, thereto duly authorized, in the city of Santiago,
Chile on June 25, 2004.

                                   COCA-COLA EMBONOR S.A.


                                   By: /s/ Roger Ford
                                      -----------------------------------------
                                       Name:  Roger Ford
                                       Title: Corporate Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number   Description                                                      Page
------   -----------                                                      ----

1.1*     By-laws (estatutos) of Registrant, as amended on February 17,
         1999 (English translation)

1.2**    By-law amendments dated April 26, 2001.

2.1*     Foreign Investment Contract among Registrant, Bank of New
         York and the Central Bank of Chile relating to the foreign
         exchange treatment of the investment in ADRs (as amended by
         the Foreign Investment Contract dated April 22, 1999).

2.2*     Deposit Agreement, dated April 28, 1999, as amended and
         restated as of October, 1999 between the Registrant, The Bank
         of New York, and owners and beneficial owners of Rule 144A
         American Depository Receipts issued thereunder.

2.3*     Purchase Agreement dated April 23, 1999 between the
         Registrant and the Initial Purchasers for 4,965,300 American
         depositary Shares, each representing 10 Series B Shares

4.1*     Bottling Agreement effective July 1, 1998 between The
         Coca-Cola Company and Coca-Cola EmbonorS.A.

4.2*     Credit Loan Agreement dated as of April 27, 1999 between the
         Registrant, Embotelladora Arica Overseas, the Lenders,
         Dresdner Bank Luxembourg S.A., Wachovia Bank N.A., and Morgan
         Guaranty Trust Company of New York

4.3*     Share Purchase Agreement dated as of May 20, 1999, between
         Inchcape and Coca-Cola EmbonorS.A.

4.4*     Supply Agreement for plastic caps and Agreement of gratuitous
         loan of capping machines dated October 28, 1996 between
         Alusud Embalajes Chile Limitada and Embotelladora Williamson
         Balfour S.A. - Concepcion

4.5*     Supply Agreement for carbon dioxide gas dated December 31,
         1998 between AGA S.A. and Embotelladoras Williamson Balfour
         S.A. - Vina del Mar, Talca and Concepcion

4.6*     Supply Agreement dated June 3, 1994 between Liquid Carbonic
         del Peru and Embotelladora Lima S.A. for liquid gas

4.7*     Supply Agreement for carbon dioxide gas dated July 1, 1997
         between Liquid Carbonic Chile S.A. and Embotelladora
         Williamson Balfour S.A. - Vina del Mar, Talca, Concepcion,
         Temuco and Puerto Montt

4.8*     Supply Agreement for one way bottles dated October 1, 1997
         between Crowpla Reicolite S.A. and Williamson Balfour S.A. -
         Vina del Mar, Talca, Concepcion, Temuco and Puerto Montt.

4.9***   Share Purchase Agreement dated as of June 3, 1999 between
         ELSA Bottling and Coca-Cola Embonor S.A.

4.10     ELSA Bottling Sale Agreement dated as of January 29, 2004
         between Corporacion Jose R. Lindley S.A., and Embonor
         Holdings S.A. and Embotelladora Arica Overseas.

4.11     Code of Business Conduct

7        Statement re: computation of ratios

8        List of Subsidiaries of the Registrant

31.1     Certification of Corporate General Manager (Chief Executive
         Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002

31.2     Certification of Chief Financial Officer pursuant to Section
         302 of the Sarbanes-Oxley Act of 2002


                                      A-1
<PAGE>

Exhibit
Number   Description                                                      Page
------   -----------                                                      ----

32.1     Certification of Corporate General Manager (Chief Executive
         Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002

32.2     Certification of Chief Financial Officer pursuant to Section
         906 of the Sarbanes-Oxley Act of 2002

----------
(*)  Incorporated by reference to Coca-Cola Embonor's Form F-4 Registration
     Statement, Reg. No. 333-11066, relating to the Exchange Offer for Series B
     Shares, filed with the Securities and Exchange Commission on October 27,
     1999.
(**) Incorporated by reference to Coca-Cola Embonor's Form 20-F for the period
     ended December 31, 2000.
(***) Incorporated by reference to Coca-Cola Embonor's Form F-4 Registration
     Statement, Reg. No. 333-10702 relating to the Exchange Offer for 9 7/8%
     Notes due 2006, filed with the Securities and Exchange Commission on August
     20, 1999.



                                      A-2