##### Table of Contents



United States SECURITIES AND
EXCHANGE COMMISSION
  FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
 OR x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the fiscal year ended December 31, 2003 OR  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to  Embotelladora Andina S.A. (Exact name of Registrant as specified in its charter) Andina Bottling Company  The Republic of Chile (Jurisdiction of incorporation or organization)      Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class
    
    Name of each exchange on which registeredSeries A Shares, Series B Shares
    
    New York Stock Exchangeof Registrant represented by American Depositary Shares,Debt Securities
    
    New York Stock Exchange
 Securities registered or to be registered pursuant to Section 12(g) of the Act:
None Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None  The number of outstanding shares of the issuers stock as of December 31, 2003
was 760,274,542.   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. x Yes
    

o No
 Indicate by check mark which financial statement item the registrant has elected to follow. o Item 17
    

x Item 18




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(ANDINA BOTTLING COMPANY)
       INDEX TO ANNUAL REPORT ON FORM 20-F Table of Contents PagePart I6Item 1.
    
    Identity of Directors, Senior Management and Advisers
    
    
    6Item 2.
    
    Offer Statistics and Expected Timetable
    
    
    6Item 3.
    
    Key Information
    
    
    6Item 4.
    
    Information on the Company
    
    
    23Item 5.
    
    Operating and Financial Review and Prospects
    
    
    56Item 6.
    
    Directors, Senior Management and Employees
    
    
    70Item 7.
    
    Major Shareholders and Related Party Transactions
    
    
    80Item 8.
    
    Financial Information
    
    
    86Item 9.
    
    The Offer and Listing
    
    
    88Item 10.
    
    Additional Information
    
    
    91Item 11.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    110Item 12.
    
    Description of Securities Other Than Equity Securities
    
    
    111Part II112Item 13.
    
    Defaults, Dividend Arrearages and Delinquencies
    
    
    112Item 14.
    
    Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    112Item 15.
    
    Disclosure Control and Procedures
    
    
    112Item 16A.
    
    Audit Committee Financial Expert
    
    
    112Item 16B.
    
    Code of Ethics
    
    
    113Item 16C.
    
    Principal Accountant Fees and Services
    
    
    113Item 16D.
    
    Exemptions from the Listing Standards for Audit Committees
    
    
    113Item 16E.
    
    Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    113Part III
    
    
    
    
    114Item 17.
    
    Financial Statements
    
    
    114Item 18.
    
    Financial Statements
    
    
    114Item 19.
    
    Exhibits
    
    
    114CERTIFICATIONCERTIFICATIONCERTIFICATIONCERTIFICATION
  i




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INTRODUCTION Unless the context otherwise requires, as used in this annual report:  
    
    the Company means Andina and its consolidated subsidiaries;
    
    Andina means Embotelladora Andina S.A.;
    
    Refrescos means the Companys subsidiary, Rio de Janeiro Refrescos Ltda. and its subsidiaries;
    
    Edasa means the Companys subsidiary, Embotelladora del Atlántico S.A.;
    
    Envases CMF means the Companys affiliate, Envases CMF S.A.;
    
    Vital means the Companys subsidiary, Vital S.A.; and
    
    Multipack means the Companys subsidiary, Envases Multipack S.A. Likewise, unless the context otherwise requires, The Coca-Cola Company
means The Coca-Cola Company or any of its subsidiaries, including without
limitation Coca-Cola de Chile S.A. (C-C Chile), which operates in Chile,
Coca-Cola Industrias Ltda. (C-C Brazil), which operates in the Federative
Republic of Brazil (Brazil) and Coca-Cola de Argentina S.A. (C-C
Argentina), which operates in the Republic of Argentina (Argentina). In addition, as used in this annual report:  
    
    the Chilean territory means the Metropolitan Region of
Santiago, Chile and the neighboring provinces of Cachapoal, including the municipality of San Vicente, and San Antonio;
    
    the Brazilian territory means the municipality of Rio de
Janeiro, Espirito Santo, the southern part of Minas Gerais (Ipatinga,
Caratinga and Governador Valadares), Brazil and portions of the
neighboring areas of Itaguaí, Mangaratiba, Duque de Caxias and São
João de Meriti, Niteroi, Itambi, Campos, Friburgo and Região dos
Lagos; and
    
    the Argentine territory means the provinces of Córdoba,
Mendoza, San Juan, San Luis, Entre Ríos, Buenos Aires (San Nicolás
and Ramallo, but excluding the Federal capital) and most of Santa Fe,
Argentina. 2




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PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION Unless otherwise specified, references herein to dollars, U.S. dollars
or US$ are to United States dollars; references to pesos, Chilean pesos
or Ch$ are to Chilean pesos; references to UF are to Unidades de Fomento, a
daily indexed Chilean peso-denominated monetary unit that takes into account
the effect of the Chilean inflation rate during the previous month; references
to Argentine pesos or AR$ are to Argentine pesos; and references to real
or reals or R$ are to Brazilian reals. Certain percentages and amounts
contained in this annual report have been rounded for ease of presentation. Included elsewhere in this annual report are our audited consolidated
balance sheets at December 31, 2002 and 2003 and the related audited
consolidated statements of income and of cash flows for the three years ended
December 31, 2003 that we refer to in this annual report as the Consolidated
Financial Statements, and which have been prepared in accordance with
generally accepted accounting principles in Chile, or Chilean GAAP. Our
consolidated financial results include the results of our subsidiaries located
outside Chile, principally in Brazil and Argentina, which in the aggregate
accounted for 46% of our total assets, 50% of our net sales and 22% of our
operating income at and for the year ended December 31, 2003. Our subsidiaries
outside Chile prepare their financial statements in accordance with Chilean
GAAP and, for purposes of local taxation, in accordance with accounting
principles generally accepted in their country of operation. Our Consolidated Financial Statements reflect the Chilean GAAP results of
our subsidiaries outside Chile translated into Chilean pesos. On January 1,
1998, the results of our non-Chilean subsidiaries once again began stating
their results in U.S. dollars prior to their translation into Chilean pesos at
the year-end exchange rate. Chilean GAAP requires monetary assets and
liabilities to be translated at year-end rates of exchange, non-monetary assets
and liabilities to be translated at historical rates of exchange as of the date
of acquisition or incurrence, as the case may be, and income and expense
accounts to be translated at the average monthly exchange rate for the month in
which recognized. Unless otherwise specified, our financial data is presented
herein in constant Chilean pesos (which factors in the purchasing power of the
Chilean peso) of December 31, 2003. See Notes 1(c) and 23(a) and (b) to our
Consolidated Financial Statements. For the convenience of the reader, this annual report contains
translations of certain Chilean peso amounts into U.S. dollars at specified
rates. Unless otherwise indicated, U.S. dollar equivalent information for
amounts in Chilean pesos is based on the Observed Exchange Rate (as defined
under Item 3. Key InformationExchange Rates) reported by the Banco Central
de Chile, which we refer to as the Central Bank, for December 31, 2003, which
was Ch$593.80=US$1.00. The Observed Exchange Rate for June 25, 2004 was
Ch$634.25=US$1.00. The Federal Reserve Bank of New York does not report a noon
buying rate in New York City for Chilean pesos. No representation is made that
the peso or U.S. dollar amounts shown in this annual report could have been or
could be converted into U.S. dollars or pesos, as the case may be, at any
particular rate or at all. As used in this annual report:  
    
    unit case or UC means 192 ounces of finished beverage (24
eight-ounce servings) or, when applied to concentrate and post-mix
syrup, means the volume of concentrate or post-mix syrup which is
required to produce 192 ounces of finished soft drink beverage; and
    
    one meter = 1.0936 yards. 3




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##### Table of Contents



The term Coca-Cola soft drinks:  
    
    when used in connection with our Chilean operations, refers to products bearing the labels Ø
    
    Coca-ColaØ
    
    Coca-Cola LightØ
    
    Fanta NaranjaØ
    
    Fanta LightØ
    
    SpriteØ
    
    Sprite Light/ZeroØ
    
    QuatroØ
    
    NordicMist Ginger AleØ
    
    NordicMist TónicaØ
    
    Taí
  
    
    when used in connection with our Brazilian operations, refers to products bearing the labels Ø
    
    Coca-ColaØ
    
    Coca-Cola LightØ
    
    Coca-Cola Light LemonØ
    
    Fanta LaranjaØ
    
    Fanta Laranja LightØ
    
    Fanta UvaØ
    
    Fanta Uva LightØ
    
    Fanta ManzanaØ
    
    Fanta CitrusØ
    
    Fanta MorangoØ
    
    SpriteØ
    
    Diet SpriteØ
    
    Guaraná KuatØ
    
    Guaraná Kuat LightØ
    
    Guaraná Kuat com LaranjaØ
    
    Schweppes Club SodaØ
    
    Schweppes TónicaØ
    
    Schweppes Citrus
  
    
    when used in connection with our Argentine operations, refers to products bearing the labels Ø
    
    Coca-ColaØ
    
    Coca-Cola LightØ
    
    Fanta NaranjaØ
    
    Fanta TónicaØ
    
    Fanta LimónØ
    
    Fanta ManzanaØ
    
    Fanta PomeloØ
    
    SpriteØ
    
    Diet SpriteØ
    
    Quatro PomeloØ
    
    Quatro LimonadaØ
    
    Schweppes TónicaØ
    
    Schweppes Citru
 4




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##### Table of Contents



Ø
    
    Schweppes Ginger AleØ
    
    Taí Lima-LimonØ
    
    Taí NaranjaØ
    
    Crush Lima-LimonØ
    
    Crush NaranjaØ
    
    Crush Pomelo Rosado
 DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION This annual report contains or incorporates by reference statements that
constitute forward-looking statements, in that they include statements
regarding the intent, belief or current expectations of our directors and
officers with respect to our future operating performance. Such statements
include any forecasts, projections and descriptions of anticipated cost savings
or other synergies. Words such as anticipate, expect, intend, plan,
believe, seek, estimate, variations of such words, and similar
expressions are intended to identify such forward-looking statements. You
should be aware that any such forward-looking statements are not guarantees of
future performance and may involve risks and uncertainties, and that actual
results may differ from those set forth in the forward-looking statements as a
result of various factors (including, without limitations, the actions of
competitors, future global economic conditions, market conditions, foreign
exchange rates, and operating and financial risks related to managing growth
and integrating acquired businesses), many of which are beyond our control.
The occurrence of any such factors not currently expected by us would
significantly alter the results set forth in these statements. You should not place undue reliance on such statements, which speak only
as of the date that they were made. Our independent auditors have not examined
or compiled the forward-looking statements and, accordingly, do not provide any
assurance with respect to such statements. These cautionary statements should
be considered in connection with any written or oral forward-looking statements
that we might issue in the future. We do not undertake any obligation to
release publicly any revisions to such forward-looking statements after filing
of this Form to reflect later events or circumstances or to reflect the
occurrence of unanticipated events. MARKET DATA We have computed the information contained in this annual report regarding
annual volume and per capita growth rates and levels, and market share, product
segment, packaging and population data in bottling and distribution
territories, and it is based upon statistics accumulated and certain assumptions
we have made. Additional data was obtained from third parties. Sales
information presented with respect to soft drinks and beer is based on data
supplied by A.C. Nielsen Company (A.C. Nielsen) and is believed to be
accurate although no assurances to that effect can be given. To the extent
estimates are contained in this annual report, we believe that to the best of
our knowledge such estimates are reliable. Market data used throughout this annual report were derived from reports
prepared by unaffiliated third-party sources. Such reports generally state
that the information contained therein has been obtained from sources believed
by such sources to be reliable. Certain market data herein (including
percentage amounts) may not sum due to rounding. 5




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PART I 
 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. 
 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. 
 ITEM 3. KEY INFORMATION Selected Financial Data The following table presents our selected consolidated and other financial
and operating information at the dates and for the periods indicated. The
selected financial information at December 31, 2002 and 2003 and for each of
the three years ended December 31, 2003, has been derived from, should be read
in conjunction with, and is qualified in its entirety by reference to our
Consolidated Financial Statements and the notes thereto, included elsewhere in
this annual report. Our Consolidated Financial Statements are prepared in
accordance with Chilean GAAP, which differs in certain significant respects
from accounting principles generally accepted in the United States which we
refer to as U.S. GAAP. Note 23 of the notes to the Consolidated Financial
Statements provides a description of the principal differences between Chilean
GAAP and U.S. GAAP as they relate to us and a reconciliation to U.S. GAAP of
net income and total shareholders equity for the periods and as of the dates
covered thereby. Our consolidated financial results include the results of subsidiaries
located outside Chile, principally in Brazil and Argentina, which, in the
aggregate, accounted for 46% of our total assets, 50% of our net sales and 22%
of our operating income at and for the year ended December 31, 2003. Our
subsidiaries outside Chile prepare their financial statements in accordance
with Chilean GAAP as well as, for purposes of local taxation, in accordance
with accounting principles generally accepted in their country of operation.
The Consolidated Financial Statements reflect the results of our subsidiaries
outside Chile translated into Chilean pesos and presented in Chilean GAAP. Since January 1, 1998, our subsidiaries outside Chile have been stating
their results in U.S. dollars prior to translation into Chilean pesos at period
end. When translating to U.S. dollars, Chilean GAAP requires monetary assets
and liabilities to be translated at year-end rates of exchange, non-monetary
assets and liabilities and shareholders equity to be translated at historical
rates of exchange as of the date of acquisition or incurrence, as the case may
be, and income and expense accounts to be translated at the average monthly
exchange rate for the month in which it is recognized. As required by Chilean
GAAP, our financial statements are adjusted to reflect changes in purchasing
power of the Chilean peso resulting from inflation. These changes are based on
the Chilean consumer price index measured from December 1 to November 30 of
each year. Unless otherwise specified, our financial data is presented in this
annual report in constant Chilean pesos (which takes into consideration the
purchasing power of the Chilean peso) of December 31, 2003. See Notes 1(c) and
23(a) and (b) to our Consolidated Financial Statements. See Item 5. Operating and Financial Review and ProspectsFactors
Affecting Comparability. 6




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Year ended December 31,1999
    
    2000
    
    2001(millions of constant Ch$ of December 31, 2003 and millions of US$, except ratios, share and per share data)Income Statement DataChilean GAAP:Net sales
    
    Ch$
    432,830
    
    
    Ch$
    477,334
    
    
    Ch$
    501,349Cost of sales
    
    
    (269,660
    )
    
    
    (288,873
    )
    
    
    (315,231
    )Administrative and
selling expenses
    
    
    (121,706
    )
    
    
    (129,641
    )
    
    
    (128,042
    )Operating income
    
    Ch$
    41,464
    
    
    Ch$
    58,820
    
    
    Ch$
    58,076Non-operating income
(expense), net
    
    Ch$
    (578
    )
    
    Ch$
    (16,455
    )
    
    Ch$
    (5,007
    )Income taxes and minority
interest
    
    
    (5,650
    )
    
    
    (2,023
    )
    
    
    (7,524
    )Amortization of goodwill
    
    
    (4,698
    )
    
    
    (6,555
    )
    
    
    (11,145
    )Net income
    
    Ch$
    30,538
    
    
    Ch$
    33,787
    
    
    Ch$
    34,400U.S. GAAP:Net income
    
    Ch$
    29,108
    
    
    Ch$
    36,394
    
    
    Ch$
    10,631Total number of shares:Series A
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271Series B
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271Total Dividends declared
per shares:Series A
    
    Ch$
    9,123
    
    
    Ch$
    32,844
    
    
    Ch$
    27,446Series B (Series A + 10%)
    
    Ch$
    10,036
    
    
    Ch$
    36,128
    
    
    Ch$
    30,191Balance Sheet DataChilean GAAP:Total assets
    
    Ch$
    775,713
    
    
    Ch$
    703,814
    
    
    Ch$
    717,511Short-term debt(1)
    
    
    15,635
    
    
    
    19,951
    
    
    
    23,327Long-term debt
    
    
    210,992
    
    
    
    169,250
    
    
    
    210,475Total shareholders equity
    
    
    440,100
    
    
    
    406,678
    
    
    
    387,088U.S. GAAP:Total shareholders equity
    
    Ch$
    419,729
    
    
    Ch$
    389,161
    
    
    Ch$
    370,996Other Financial InformationChilean GAAP:Cash flows from operating
activities
    
    Ch$
    73,455
    
    
    Ch$
    99,229
    
    
    Ch$
    93,157Cash flows from investing
activities
    
    
    (9,155
    )
    
    
    13,125
    
    
    
    (34,745
    )Cash flows from financing
activities
    
    
    (17,564
    )
    
    
    (109,125
    )
    
    
    (92,910
    )Depreciation
    
    
    44,168
    
    
    
    43,463
    
    
    
    42,347Capital expenditures
    
    
    36,234
    
    
    
    23,148
    
    
    
    23,527Ratio of total debt to
total capitalization(2)
    
    
    0.33
    
    
    
    0.32
    
    
    
    0.38Net income per share:Series A
    
    Ch$
    38.26
    
    
    Ch$
    42.32
    
    
    Ch$
    43.09Series B
    
    
    42.08
    
    
    
    46.55
    
    
    
    47.40Net income per ADS(4)
    
    
    241.00
    
    
    
    266.63
    
    
    
    271.48Other Operating DataSales volume
of Coca-Cola soft drinks (in millions)
    
    243.7 UCs
    
    284.1 UCs
    
    311.1 UCsSales volume
of Other
Beverages(3) (in
millions)
    
    
    24.4
    
    
    
    25.8
    
    
    
    27.9
   [Continued from above table, first column(s) repeated] Year ended December 31,2002
    
    2003
    
    2003(millions of constant Ch$ of December 31, 2003 and millions of US$, except ratios, share and per share data)Income Statement DataChilean GAAP:Net sales
    
    Ch$
    402,224
    
    
    Ch$
    386,856
    
    
    US$
    651Cost of sales
    
    
    (264,788
    )
    
    
    (247,212
    )
    
    
    (416
    )Administrative and
selling expenses
    
    
    (95,499
    )
    
    
    (91,944
    )
    
    
    (155
    )Operating income
    
    $
    41,937
    
    
    $
    47,700
    
    
    $
    80Non-operating income
(expense), net
    
    Ch$
    8,082
    
    
    Ch$
    (24,314
    )
    
    US$
    (41
    )Income taxes and minority
interest
    
    
    (8,593
    )
    
    
    (1,013
    )
    
    
    (2
    )Amortization of goodwill
    
    
    (8,075
    )
    
    
    (6,618
    )
    
    
    (11
    )Net income
    
    Ch$
    33,351
    
    
    Ch$
    15,755
    
    
    US$
    26U.S. GAAP:Net income
    
    Ch$
    42,385
    
    
    Ch$
    17,319
    
    
    US$
    29Total number of shares:Series A
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271Series B
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271Total Dividends declared
per shares:Series A
    
    Ch$
    27,446
    
    
    Ch$
    24,405
    
    
    US$
    41Series B (Series A + 10%)
    
    Ch$
    30,191
    
    
    Ch$
    26,845
    
    
    US$
    45Balance Sheet DataChilean GAAP:Total assets
    
    Ch$
    677,335
    
    
    Ch$
    585,426
    
    
    US$
    986Short-term debt(1)
    
    
    17,206
    
    
    
    20,269
    
    
    
    34Long-term debt
    
    
    198,232
    
    
    
    171,490
    
    
    
    289Total shareholders equity
    
    
    372,816
    
    
    
    302,935
    
    
    
    510U.S. GAAP:Total shareholders equity
    
    Ch$
    360,763
    
    
    Ch$
    301,340
    
    
    US$
    507Other Financial InformationChilean GAAP:Cash flows from operating
activities
    
    Ch$
    99,289
    
    
    Ch$
    66,690
    
    
    US$
    112Cash flows from investing
activities
    
    
    (38,608
    )
    
    
    (17,805
    )
    
    
    (30
    )Cash flows from financing
activities
    
    
    64,391
    )
    
    
    (53,812
    )
    
    
    (91
    )Depreciation
    
    
    40,671
    
    
    
    32,963
    
    
    
    56Capital expenditures
    
    
    24,079
    
    
    
    25,343
    
    
    
    43Ratio of total debt to
total capitalization(2)
    
    
    0.37
    
    
    
    0.39
    
    
    
    Net income per share:Series A
    
    Ch$
    41.78
    
    
    Ch$
    19.74
    
    
    US$
    0.03Series B
    
    
    45.96
    
    
    
    21.71
    
    
    
    0.04Net income per ADS(4)
    
    
    263.20
    
    
    
    124.34
    
    
    
    0.21Other Operating DataSales volume
of Coca-Cola soft drinks (in millions)
    
    301.8 UCs
    
    315.5 UCs
    
    
    Sales volume
of Other
Beverages(3) (in
millions)
    
    
    26.0
    
    
    
    27.0
    
    
    
    
 7




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(1)
    
    Includes short-term bank liabilities and the portion of longterm bank
liabilities and bonds currently payable.(2)
    
    Total debt is calculated as the sum of shortterm and longterm debt.
Total capitalization is calculated as the sum of total debt, minority
interest and total shareholders equity. Shareholders equity under U.S.
GAAP differs from Chilean GAAP primarily in the treatment of the shares
repurchased by Andina pursuant to the statutory withdrawal rights, the
valuation of the Common Stock purchased by The Coca-Cola Company in
December 1996, the accounting for deferred income taxes, revaluation and
depreciation of certain property, plant and equipment on the basis of
technical appraisal, different goodwill amounts and differences in
amortization, difference in accounting for accumulated translation
adjustment of foreign investments and difference in joint venture
accounting. See Note 23 to our Consolidated Financial Statements.(3)
    
    Includes juices and mineral water (in Chile and Argentina) and beer,
juices and mineral water (in Brazil).(4)
    
    1 ADS = six shares of common stock. Exchange Rates Prior to 1989, Chilean law permitted the purchase and sale of foreign
currencies only in those cases explicitly authorized by the Central Bank. With
the enactment of the Central Bank Act in 1989 the rules that govern the
purchase and sale of foreign currencies were liberalized. The Central Bank Act
empowers the Central Bank to determine that certain purchases and sales of
foreign currencies specified by law must be carried out in the Formal Exchange
Market. The Formal Exchange Market is comprised of the banks and other entities
so authorized by the Central Bank. The conversion from pesos to U.S. dollars of
all payments and distributions by the Company with respect to the ADSs
described herein must be transacted at the spot market rate in the Formal
Exchange Market. For purposes of the operation of the Formal Exchange Market, the Central
Bank sets a reference exchange rate (dólar acuerdo, the Reference Exchange
Rate). The Reference Exchange Rate is reset monthly by the Central Bank,
taking internal and external inflation into account, and is adjusted daily to
reflect variations in parities between the peso and each of the U.S. dollar,
Euro and the Japanese yen. The daily observed exchange rate for a given date
(the Observed Exchange Rate) is the average exchange rate of the transactions
conducted in the Formal Exchange Market on the immediately preceding banking
day, as certified by the Central Bank. Until September 1999, authorized transactions by banks were generally
transacted within a certain band above or below the Reference Exchange Rate. In
order to maintain the average exchange rate within such limits, the Central
Bank intervened by selling and buying foreign currencies on the Formal Exchange
Market. On September 2, 1999, the Central Bank resolved to eliminate the exchange
rate band as an instrument of exchange rate policy, introducing more
flexibility to the exchange market. For this measure, the monetary authority
considered the international financial scenario, the domestic inflation rate,
the level of the external accounts, and the market development of hedge
exchange financial instruments. At the same time, the Central Bank announced
that an intervention in the exchange market would take place only in special
and qualified cases. Purchases and sales of foreign currencies which may be effected outside
the Formal Exchange Market can be carried out in the Mercado Cambiario Informal
(the Informal Exchange Market). The Informal Exchange Market and its
predecessor, the Unofficial Market, reflect the supply and demand for foreign
currencies. There are no limits imposed on the extent to which the rate of
exchange in the Informal Exchange Market can fluctuate above or below the
Observed Exchange Rate. On December 31, 2003, the average exchange rate in the
Informal Exchange Market was 1.4% higher than the published Observed Exchange
Rate of Ch$593.80 per U.S. dollar. The following table sets forth the annual low, high, average and
period-end Observed Exchange Rate for U.S. dollars for each year beginning in
1999 and for each month during the six months immediately preceding the month
of this annual report, as reported by the Central Bank. 8




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Daily Observed Exchange Rate Ch$ per US$(1)Low(2)
    
    High(2)
    
    Average(3)
    
    Period EndYear1999
    
    
    468.69
    
    
    
    550.93
    
    
    
    505.98
    
    
    
    530.072000
    
    
    501.04
    
    
    
    580.37
    
    
    
    539.39
    
    
    
    573.652001
    
    
    557.13
    
    
    
    716.62
    
    
    
    630.12
    
    
    
    654.792002
    
    
    641.75
    
    
    
    756.56
    
    
    
    687.47
    
    
    
    718.612003
    
    
    593.10
    
    
    
    758.21
    
    
    
    691.79
    
    
    
    593.80MonthDecember 2003
    
    
    593.10
    
    
    
    617.85
    
    
    
    601.53
    
    
    
    593.80January 2004
    
    
    559.21
    
    
    
    596.78
    
    
    
    573.53
    
    
    
    591.42February 2004
    
    
    571.35
    
    
    
    598.60
    
    
    
    584.38
    
    
    
    592.87March 2004
    
    
    588.04
    
    
    
    623.21
    
    
    
    604.94
    
    
    
    616.41April 2004
    
    
    596.61
    
    
    
    624.98
    
    
    
    608.60
    
    
    
    624.98May 2004
    
    
    622.25
    
    
    
    644.42
    
    
    
    636.31
    
    
    
    636.02
   Source:
    
    Central Bank.(1)
    
    Nominal Figures.(2)
    
    Exchange rates are the actual low and high, on a day-by-day basis for
each period.(3)
    
    The average of, with respect to annual periods, the exchange rates on the
last day of each month during the year and, with respect to monthly
periods, the actual daily exchange rates. The Observed Exchange Rate on June 25, 2004 was Ch$634.25 = US$1.00. Risk Factors Our investors should carefully consider, in light of their own financial
circumstances and investment objectives, all the information set forth herein
and, in particular, should evaluate the following risk factors. Risks Relating to the Company  We rely heavily on our relationship with The Coca-Cola Company which has
substantial influence over our business operations Approximately 87% of our net sales in 2003 were derived from the
distribution of Coca-Cola soft drinks. Additionally, 9% of our net sales in
2003 were derived from the distribution of non-soft drink beverages bearing
trademarks owned by The Coca-Cola Company. We produce, market and distribute
Coca-Cola products through standard bottler agreements between our bottler
subsidiaries, and, in each case, the local subsidiary of The Coca-Cola Company
or, in the case of fruit juices and nectars, The Minute Maid Company. The
Coca-Cola Company has the ability to exercise substantial influence over the
conduct of our business through its rights under the Bottler Agreements (as
defined in Item 7. Major Shareholders and Related Party TransactionsRelated
Party TransactionsBottler Agreements). Under the Bottler Agreements, The Coca-Cola Company unilaterally and at
its discretion sets the prices for Coca-Cola soft drink concentrates and
Coca-Cola beverages (in the case of soft drinks pre-mixed by The Coca-Cola
Company) sold to us. The Coca-Cola Company also monitors pricing changes we
institute and has the right to review and approve our marketing, operational
and advertising plans. These factors may impact our profit margins which could
adversely affect our net income and results of operations. Our marketing
campaigns for all Coca-Cola products are designed and controlled by The
Coca-Cola Company. Pursuant to the Bottler Agreements, we are required to
submit a business plan to The Coca-Cola Company for prior approval. In
accordance with the Bottler Agreements, The Coca-Cola Company may, among other
things, require that we demonstrate financial ability to meet our business plan
and may terminate our rights to produce, market and 9




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distribute Coca-Cola soft drinks or other Coca-Cola beverages in
territories with respect to which such approval is withheld. Under the Bottler
Agreements, we are prohibited from producing, bottling, distributing or selling
any products that could be substituted for, be confused with or be considered
an imitation of Coca-Cola soft drinks or other Coca-Cola beverages. We depend on The Coca-Cola Company to renew the Bottler Agreements which
are subject to termination by The Coca-Cola Company in the event we default or
upon expiration in accordance with their respective terms. We cannot assure
you that the Bottler Agreements will be renewed or extended upon their
expiration, and even if they are renewed, there is no assurance that renewal
will be granted on the same terms as those currently in force. Termination,
non-extension or non-renewal of any of the Bottler Agreements would have a
material adverse effect on our business, financial condition and results of
operation. In addition, any acquisition we make of bottlers of Coca-Cola products in
other countries may require, among other things, the consent of The Coca-Cola
Company under bottler agreements to which such other bottlers are subject. We
cannot assure you that The Coca-Cola Company will consent to any future
geographic expansion of our Coca-Cola beverage business. In addition, we
cannot assure you that our relationship with The Coca-Cola Company will not
undergo significant changes in the future. If such changes do occur, our
operations, and financial results and condition could be materially affected.  We are engaged in a highly competitive business that is subject to price
competition and that may impact our net profits and margins The soft drink and non-alcoholic beverage businesses are highly
competitive in each of our franchise territories where we compete with, among
others, bottlers of PepsiCo, Inc. (PepsiCo) as well as bottlers of regional
brands. Our beverage products also compete generally with, among others,
bottlers of other non-alcoholic beverages. Although our management believes
that we are well positioned to meet our objective of increasing sales volume at
acceptable levels in the Chilean territory, competition is expected to
continue, and we cannot assure you that such competition will not intensify in
the future which could materially and adversely affect our results of
operations. See Item 4. Information on the CompanyPart B. Business
OverviewSoft Drink BusinessCompetition. The intense price competition that is characteristic of the Rio de Janeiro
beverage market has adversely affected our results of operations in the
Brazilian territory in previous periods and is expected to continue to
adversely affect our results of operations in the future. While we engage in
extensive marketing to establish brand differentiation and loyalty, we cannot
assure you that such marketing efforts will be sufficient to maintain or
increase our Refrescos subsidiarys current sales volume or market share or
that such efforts will not be countered aggressively by the efforts of our
competitors, resulting in a drop in either or both of our sales or market share
in Brazil. See Item 4. Information on the CompanyPart B. Business
OverviewSoft Drink BusinessCompetition. The Argentine soft drink market is highly competitive, and brand loyalty
and consumer preferences, particularly in our Argentine territory, are less
well defined. While our Argentine subsidiary engages in extensive marketing to
establish brand differentiation and loyalty, there can be no assurances that
our competitors will not increase the amount or effectiveness of their
marketing, which would result in a drop in either or both of our sales or
market share in Argentina. We cannot assure you that price competition will
not become more aggressive, which could adversely affect our margins and
earnings levels. See Item 4. Information on the CompanyPart B. Business
OverviewSoft Drink BusinessCompetition. During 2002 and the first quarter of
2003, we implemented price increases to offset the impact of the devaluation of
the Argentine peso. We cannot assure you that we will be able to continue to
raise prices (given factors such as competitive pressures and consumer demand),
which would adversely affect our financial results. 10




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Raw material prices may be subject to U.S. dollar/local currency exchange
risk which could increase our costs of operations Numerous raw materials, including sugar, resin, and aluminum, are used in
producing beverages and containers. We purchase raw materials from both
domestic and international suppliers. See Item 4. Information on the
CompanyPart B. Business OverviewRaw Materials and Supplies. Because we are
often required to purchase raw materials in the international markets using
U.S. dollars, we are subject to local currency risk in each of our operations.
If the Chilean peso, Brazilian real or Argentine peso were to continue to
depreciate against the U.S. dollar, the cost of certain raw materials could
rise significantly, which, in turn, could adversely affect our net income. We
cannot assure you that these currencies will not lose value against the U.S.
dollar in the future.  The effect of future acquisitions is uncertain which could limit our
growth in future periods In recent years, we have expanded by acquiring interests in bottlers in
Argentina and Brazil. Our business strategy includes plans for future
expansion within Latin America. Newly acquired bottlers, however, may not ever
operate profitably and may lack the resources to fund appropriate levels of
maintenance and improvements. Any acquisition is generally subject to the
availability of other Coca-Cola bottlers for acquisition and to the approval of
The Coca-Cola Company under the Bottler Agreements with such bottlers. There
can be no assurance that we will be successful in acquiring other bottlers or
that, if we successfully acquire one or more such businesses, we will be able
to operate such businesses profitably.  Supply of utility services may be impaired In the countries where we operate, our operations are highly dependent on
a stable supply of utilities and fuel. Given recent instability, especially in
Argentina, we cannot assure you that continued institutional instability will
not impair our ability to procure required utility services or fuel in the
future which could adversely impact our results or operations.  It may be difficult to enforce civil liabilities against us or our
directors, executive officers or controlling persons. We are a sociedad anónima, or stock corporation, organized under the laws
of Chile. Some of our directors, executive officers and controlling persons
reside in Chile or outside of the United States. In addition, all or a
substantial portion of the assets of these persons and of our assets are
located outside of the United States. As a result, it may not be possible for
investors to effect service of process within the United States upon such
persons, or to enforce against them in U.S. courts judgments predicated upon
civil liability provisions of the federal securities laws of the United States
or otherwise obtained in U.S. courts. Because our assets are located outside of
the United States, any judgment obtained in the United States against us may
not be fully collectible in the United States. Risks Relating to Chile  Our business is dependent on economic conditions in Chile Approximately 54% of our assets and 50% of our net sales in 2003 were in
Chile. Thus, our financial condition and results of operations depend
significantly on economic conditions prevailing from time to time in Chile.
Although the Chilean economy grew every year between 1984 and 1997, in 1998
this trend slowed significantly. According to data published by the Central
Bank, the Chilean economy contracted at a rate of 0.8% in 1999; and resumed its
growth at a rate of 4.2% in 2000, 3.1% in 2001, 2.1% in 2002, and 3.3% in 2003. 11




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Our financial condition and results of operations could also be adversely
affected by changes over which we have no control, including, without
limitation:  
    
    the economic or other policies of the Chilean government, which
has a substantial influence over many aspects of the private sector;
    
    other political or economic developments in or affecting Chile; and
    
    regulatory changes or administrative practices of Chilean authorities.  Inflation in Chile may disrupt our business and have an adverse effect on
our financial condition and results of operations Although Chilean inflation has moderated in recent years, Chile has
experienced high levels of inflation in the past. High levels of inflation in
Chile could adversely affect the Chilean economy and have a material adverse
effect on our financial condition and results of operations. The annual rates
of inflation (as measured by changes in the CPI and as reported by the Chilean
National Institute of Statistics) in 2001, 2002, and 2003 were 2.6%, 2.8% and
1.1%, respectively. We cannot assure you that Chilean inflation will not
increase significantly.  The Chilean peso is subject to depreciation and volatility which could
adversely affect the value of an investment in our securities The Chilean governments economic policies and any future changes in the
value of the peso against the U.S. dollar could adversely affect our operations
and financial results and the dollar value of an investors return on an
investment in our securities. The peso has been subject to large nominal
devaluations in the past and may be subject to significant fluctuations in the
future. In the period from December 31, 1997 to December 31, 2003, the value of
the peso relative to the U.S. dollar decreased approximately 35.2% in nominal
terms (without adjusting for inflation) and decreased 13.2% in real terms
(adjusting for inflation), based on the Observed Exchange Rates for U.S.
dollars on December 31, 1997 and December 31, 2003. See Item 3. Key
InformationExchange Rates. The shares are traded in pesos on the Chilean Stock Exchanges. Cash
distributions with respect to the shares will be received in pesos by the
depositary, currently the Bank of New York (as depositary for the Series A and
Series B Shares represented by the Series A and Series B ADSs), (the
Depositary) which will convert such pesos to U.S. dollars at the then
prevailing exchange rate to make U.S. dollar payments in respect of the ADSs.
If the value of the peso falls relative to the U.S. dollar, the value of the
ADSs and any distributions to be received from the Depositary would be
adversely affected. In addition, the Depositary will incur foreign currency
conversion costs (to be borne by the holders of the ADSs) in connection with
the foreign currency conversion and subsequent distribution of dividends or
other payments with respect to ADRs. See Item 3. Key InformationExchange
Rates.  Exchange controls and withholding taxes in Chile may limit repatriation of
your investment Equity investments in Chile by persons who are not Chilean residents are
generally subject to various exchange control regulations that govern the
repatriation of the investments and earnings there. The ADSs are governed by an
Agreement among the Depositary, Andina, and the Central Bank (the Foreign
Investment Agreement). The Foreign Investment Agreement grants the Depositary
and the holders of the ADRs access to Chiles Mercado Cambiario Formal(the
Formal Exchange Market), permits the Depositary to remit dividends it
receives from us to the holders of ADSs and permits the holders of ADSs to
repatriate the proceeds of the sale of shares withdrawn from the ADR facility,
thereby enabling them to acquire on more favorable terms currencies necessary
to repatriate investments in the shares and earnings therefrom. See Item 3.
Key Information  12




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##### Table of Contents



Exchange Rates. Pursuant to current Chilean law, the Foreign Investment
Agreement may not be amended unilaterally by the Central Bank, and there are
judicial precedents (which are not binding with respect to future judicial
decisions) indicating that the Foreign Investment Agreement may not be voided
by future legislative changes. Dividends received by holders of ADSs will be paid net of foreign currency
exchange fees and expenses of the Depositary and will be subject to Chilean
withholding tax, currently imposed at a rate of 35% (subject to credits in
certain cases as described under Taxation). On April 16, 2001, the Central Bank agreed that, effective April 19, 2001,
(i) the prior foreign exchange restrictions would be eliminated and (ii) a new
Compendio de Normas de Cambios Internacionales(Compendium of Foreign Exchange
Regulations) would be applied. The main objective of this change, as declared
by the Central Bank, was to facilitate capital movements from and into Chile
and thus, to encourage foreign investment. We cannot assure you that
additional Chilean restrictions applicable to the holders of ADRs, the
disposition of underlying shares or the repatriation of the proceeds from such
disposition or the payment of dividends will not be imposed in the future, nor
can we advise as to the duration or impact of such restrictions if imposed. If
for any reason, including changes in the Foreign Investment Agreement or
Chilean law, the Depositary were unable to convert Chilean pesos to U.S.
dollars, investors would receive dividends or other distributions, if any, in
Chilean pesos. Risks Relating to Brazil  Our business is dependent on economic conditions in Brazil which are
subject to volatility Approximately 28% of our assets and 31% of our net sales in 2003 were in
Brazil. Because demand for soft drinks and beverages products usually is
correlated to economic conditions prevailing in the relevant local market,
which in turn is dependent on the macroeconomic condition of the country in
which the market is located, our financial condition and results of operations
to a considerable extent are dependent upon political and economic conditions
prevailing from time to time in Brazil. Historically, the Brazilian government has changed monetary, credit,
tariff, and other policies to influence the course of Brazils economy. Such
government actions have included wage and price controls as well as other
measures such as freezing bank accounts, imposing exchange controls and
inhibiting imports and exports. Changes in policy and other political and
economic developments could adversely affect the Brazilian economy and have a
material adverse effect on our business, financial condition and results of
operations. The Brazilian government has exercised and continues to exercise
substantial influence over many aspects of the private sector. For example,
the Brazilian government in the past has imposed certain domestic price
controls on certain products, including price controls on soft drinks and beer.
Actions of the Brazilian government in the future could have a significant
effect on economic conditions in Brazil, which could adversely affect private
sector companies such as Refrescos, and thus, could adversely affect us. Brazils President, Luiz Inacio Lula da Silva, was elected in October 2002
and took office on January 1, 2003. In the period leading up to and following
President Lulas election, there was substantial uncertainty regarding the
policies the new government would pursue, including the potential
implementation of macroeconomic policies that differed significantly from those
of the prior administration. This uncertainty resulted in a loss of confidence
in the Brazilian capital markets and a 34% devaluation of the realagainst the
U.S. dollar between April 2002 and February 2003. While President Lulas
government has adopted economic measures that are more conservative than
expected by some observers, there is no certainty that these economic
stabilization policies will continue. We cannot predict the effect that the
policies of the Lula administration may have on Brazilian economic conditions
or on our financial condition or results of operations. The Lula
administration has announced and is implementing some reforms in the Brazilian
social security and welfare 13




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systems to address underfunding and in Brazils tax and bankruptcy laws.
Future developments or non-developments in the Brazilian economy and government
policies may adversely affect our business, financial condition and results of
operations.  Inflation in Brazil may adversely affect the operations of Refrescos which
could adversely impact our net income and results of operations Brazil has experienced high and generally unpredictable rates of inflation
for many years. Inflation itself, as well as the governmental efforts to
combat inflation, has had significant negative effects on the Brazilian economy
in general. As measured by the Brazilian Índice Nacional de Preços au Consumidor(the
INPC), inflation in Brazil was 7.7%, 12.5% and 10.38% in 2001, 2002 and 2003,
respectively. Inflation, government efforts to control inflation, and public
speculation about future governmental actions have had, and can be expected to
continue to have, significant impact on the economy of Brazil and on our
operations in Brazil. High levels of inflation in the past have resulted in
reduced consumer purchasing power and lower sales volumes for our subsidiary
Refrescos. We cannot assure you that levels of inflation in Brazil will not
increase in future years and have a material adverse effect on our business,
financial condition or results of operations. Brazil may experience high levels of inflation in the future.
Inflationary pressures may lead to further government intervention in the
economy, including the introduction of government policies that could adversely
affect our results of operations and consequently the market price of our
common shares.  The Brazilian real is subject to depreciation and volatility which could
adversely affect our financial condition and results of operations Brazils rate of inflation and the governments actions to combat
inflation have also affected the relationship of the value of Brazils currency
to the value of the U.S. dollar. Historically, Brazils currency was
frequently devalued in relation to the U.S. dollar: 15.7% and 34.3% in 2001 and
2002, respectively. During 2003, the realappreciated 22.3% against the U.S.
dollar compared to the prior year. There can be no assurance that the real
will not again be devalued relative to the U.S. dollar, or that the realwill
not fluctuate significantly relative to the U.S. dollar. In the event of a
devaluation of the real, the financial condition and results of operations of
our Brazilian subsidiaries could be adversely affected.  The Brazilian government imposes certain restrictions on currency
conversions and remittances abroad which could affect the timing and
amount of any dividend or other payment we receive Brazilian law guarantees foreign shareholders of Brazilian companies the
right to repatriate their invested capital and to receive all dividends in
foreign currency provided that their investment is registered with the Banco
Central do Brazil(the Central Bank of Brazil). We registered our investment
in Refrescos with the Central Bank of Brazil on October 19, 1995. Although
dividend payments related to profits obtained subsequent to January 1, 1996 are
not subject to income tax, after the sum of repatriated capital and invested
capital exceeds the investment amount registered with the Central Bank of
Brazil, repatriated capital is subject to a capital gains tax of 15%. Under
current Chilean tax law, we will realize a tax credit in respect of all
Brazilian taxes paid relating to Refrescos. There can be no assurance that the
Brazilian government will not impose additional restrictions or modify existing
regulations that would have an adverse effect on an investors ability to
repatriate funds from Brazil nor can there be any assurance of the timing or
duration of such restrictions, if imposed in the future. 14




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Risks Relating to Argentina Our Business is dependent on economic conditions in Argentina which have
deteriorated significantly Approximately 18% of our assets and 19% of our net sales in 2003 were from
Argentina. Because demand for soft drinks and beverages products usually is
correlated to economic conditions prevailing in the relevant local market,
which in turn is dependent on the macroeconomic condition of the country in
which the market is located, our financial condition and results of operations
in Argentina to a considerable extent are dependent upon political and economic
conditions prevailing from time to time in Argentina. During the past year,
the Argentine economy has had a recovery, but we cannot assure you that
economic conditions will continue improving. Recent political and economic instability has paralyzed financial
activities In the fourth quarter of 1998, the Argentine economy entered into a
recession that caused the gross domestic product or GDP to decrease by 3.4% in
1999. Following his election in October 1999, President Fernando de la Rúa was
confronted with the challenges of dealing with Argentinas enduring economic
recession and obtaining political consensus on critical issues related to the
economy, public sector spending, legal reforms and social programs. The de la
Rúa administration failed to address adequately the growing public sector
deficit, both at the federal and at the provincial level. GDP contracted by
0.8% in 2000, 4.4% in 2001, and 10.9% in 2002, but GDP grew 8.7% in 2003,
according to data published by the Instituto Nacional de Estadísticas y Censos
(INDEC). As the recession caused tax revenues to drop, the public sector
relied increasingly on financing from local and foreign banks, effectively
foreclosing private sector companies from bank financing. As the public
sectors creditworthiness deteriorated, interest rates reached record highs,
bringing the economy to a virtual standstill. The lack of confidence in the
countrys economic future led to massive withdrawals of deposits and capital
flight. On December 1, 2001, the Argentine government effectively froze bank
deposits and introduced exchange controls restricting capital outflows. The
measures were perceived as further paralyzing the economy for the benefit of
the banking sector and caused a sharp rise in social discontent, ultimately
triggering public protests, outbreaks of violence and the looting of stores
throughout Argentina. On December 20, 2001, after declaring a state of
emergency and suspending civil liberties, President Fernando de la Rúa resigned
in the midst of an escalating political, social and economic crisis. After a
succession of interim presidents over the course of ten days, on January 1,
2002, at a joint session of Congress, Eduardo Duhalde was appointed to complete
President de la Rúas term that expired in December 2003. During his term, President Duhalde and the Argentine government undertook
a number of far-reaching initiatives including:  
    
    ratifying the suspension of payment of certain of Argentinas sovereign debt;
    
    ending the one-to-one peso-dollar parity that had been in place since 1991;
    
    converting (i) certain U.S. dollar-denominated debts into
peso-denominated debts at a one-to-one exchange rate, (ii) certain
U.S. dollar-denominated public sector debts into peso-denominated
assets at an exchange rate of AR$1.40 per US$1.00 and (iii) U.S.
dollar-denominated bank deposits into peso-denominated bank deposits
at an exchange rate of AR$1.40 per US$1.00;
    
    restructuring bank deposits and maintaining restrictions on
bank withdrawals; 15




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
    
    enacting an amendment to the Central Banks charter to (i)
allow it to print currency in excess of the amount of foreign
reserves it holds, (ii) make short-term advances to the federal
government and (iii) provide financial assistance to financial
institutions with liquidity constraints or solvency problems;
    
    imposing restrictions on transfers of funds abroad and
requiring that payments on financial transactions be approved by the
Central Bank;
    
    tightening foreign exchange controls, thereby preventing local
debtors from complying with their foreign debt payments; and
    
    enacting amendments to the bankruptcy law to protect debtors. An increase in the level of protests and violence in June 2002 led
President Duhalde to announce his decision to resign effective May 25, 2003 and
to call for early presidential elections. Presidential elections were held on
April 27, 2003. The Peronists Carlos Menem and Néstor Kirchner were the first
and second place finishers in the first round of voting but neither received
the majority of the vote necessary to avoid a runoff. On May 14, 2003, Carlos
Menem dropped out of the running and the runoff election was cancelled. As a
result, Néstor Kirchner was named president for a four-year and six months term
and inaugurated on May 25, 2003 based on receipt of only 22% of the popular
election in the first round of scheduled voting. We cannot assure you that the
Kirchner government will support policies favorable to us. The rapid and radical nature of the changes in the Argentine social,
political, economic and legal environment since 1998 and the absence of a clear
political consensus in favor of any particular set of economic policies have
created an atmosphere of uncertainty and lack of confidence in the financial
and public sector. The absence of a runoff vote in the recent presidential
race resulted in the election of a president without a mandate from a majority
of voters. There can be no assurance that the lack of such a mandate will not
increase political uncertainty or impede the ability of the new administration
to formulate and execute effective policies. During 2003, some economic indicators of the Argentine economy began to
stabilize. Gross domestic growth increased by 8.7% as compared to 2002, while
prices increased by 3.7% and 2.0% based on the consumer price index (CPI) and
on the wholesale price index (WPI), respectively, in each case according to
the INDEC. Inflation also stabilized as the peso strengthened versus the U.S.
dollar. As of December 31, 2003, the exchange rate was AR$2.93 per U.S. dollar
compared to AR$3.37 per U.S. dollar as of December 31, 2002. Notwithstanding
this modest growth and partial stabilization, the Argentine economic and social
situation has quickly deteriorated in the past, and may quickly deteriorate in
the future, and we cannot assure you if, or when the Argentine economy will
begin a sustained growth. Despite the improvement of the Argentine economy in 2003 compared to 2002,
certain underlying structural problems of the Argentine economy, which have
recurrently caused or contributed to the political crisis in the past, have not
yet been resolved. A number of unpopular decisions may need to be made in
order to address the continuing problems that Argentina is currently undergoing
which may or may not impact popular support for the administration and
political instability in Argentina. Further, although the Peronist party to
which President Kirchner belongs currently holds a majority of the seats in
both houses of the Congress, the existence of several factions within the
Peronist party combined with the power of opposing parties may create hurdles
for the Kirchner administration in implementing its proposed economic, fiscal
and social programs. There can be no assurance that the Congress will approve
any of the administrations proposals. Unstable economic conditions have had,
and can be expected to have, a material adverse effect on our financial
condition and results of operation. 16




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Argentinas insolvency and default on its public sector debt has deepened
and may prolong the current crisis As a result of its growing fiscal deficit, Argentinas ability in the
short-term to stimulate economic growth, appease social unrest and repay its
debt may depend on external financial assistance. Due to failure to meet
fiscal deficit targets, including those for the fourth quarter of 2001, on
December 5, 2001, the International Monetary Fund, or IMF, suspended further
disbursements. This decision deepened the economic and political crisis. On December 23, 2001, then interim President Rodríguez Saá declared the
suspension of debt payments on Argentinas total sovereign debt of
approximately US$144.5 billion as of December 31, 2001. On January 2, 2002,
then President Duhalde ratified that decision in regard to the portion of that
debt owed to foreign private holders (approximately US$48 billion). The
principal international rating agencies subsequently downgraded the rating of
Argentinas sovereign debt. In November 2002, Argentina missed certain payments becoming due to the
World Bank and put itself on the brink of a formal default with the
multilateral bank. In January 2002, former President Duhalde initiated talks
with the IMF and on January 24, 2003, the IMF approved an eight-month Stand by
Credit Facility of approximately US$2.98 billion designed to provide
transitional financial support through August 31, 2003. This Stand-by Facility
replaces Argentinas prior arrangements with the IMF. In addition, the IMF
agreed to extend by one year US$3.8 billion dollars in payments Argentina would
have been expected to make through August 2003. On March 19, 2003, the IMF
made available to Argentina US$307 million under this Stand by Facility granted
to Argentina in January. In September 2003, after the expiration of this
transitional agreement, a long-term agreement was executed for the 2003-2006
period which implied the refinancing of liabilities for US$21.1 billion and the
establishment of a series of quantitative and qualitative conditions to be met
by the Argentine government, in principle for the 2003-2004 period, including
the renegotiation of the public debt in default, the tax reform, the
compensation to the financial system and the adjustment of utility rates, among
others. Under the agreement, the conditions are reviewed every three months.
The first and second reviews were approved in January 2004 and March 2004,
respectively. Nevertheless, the main points of disagreement are the little
progress made by the government in connection with the public debt
restructuring, the wide rejection of the possible conditions for the proposed
exchange and fiscal effort initially disclosed in September 2003. The Argentine
governments lack of resolution vis-à-vis the international financial community
raises continuous doubts on the possibilities of obtaining long-term financing
by the Argentine economy, both in the public and private sectors. On March 17, 2004, a Decree was published in the Official Gazette that
provided for the creation of a syndicate of commercial banks to act as dealer
managers for the restructuring of the government securities, in accordance with
the commitment recently made to the IMF. The members are Merrill Lynch, UBS
Investment Bank and Barclays Capital for the international offering, and BBVA,
Banco Galicia y Buenos Aires and Banco Nación for the domestic offering. To date the IMF and other multilateral and official sector lenders have
indicated that additional amounts of financial assistance will be dependent on
the implementation of a sustainable economic program. The IMF, through various
pronouncements, indicated that such program should include improving methods of
tax collection, reforming intergovernmental tax distributions between the
federal government and the provinces, imposing spending controls on the federal
and provincial governments, and restructuring the foreign indebtedness on which
Argentina has defaulted. President Kirchner and Economy Minister Roberto
Lavagna have indicated that they will take a gradualist approach towards the
implementation of the policies required by the IMF. The Argentine governments current insolvency and inability to obtain
financing can be expected to affect significantly its ability to implement any
reforms and restore sustainable economic growth. This could further 17




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undermine the ability to restore economic growth and may result in deeper
recession, higher inflation, greater unemployment, and greater social unrest. The Argentine government imposes certain restrictions on currency
conversions and remittances abroad which could affect the timing and
amount of any dividends or other payment we receive Exchange rate system On January 6, 2002, the Argentine Congress enacted the Public Emergency
and Foreign Exchange Law (the Public Emergency Law) which gave up the
Argentine peso 1-to-1 peg to the U.S. dollar, and introduced a double foreign
exchange market: a) an official market for exports and imports of certain
goods, quoting the U.S. dollar at AR$1.40; and b) a free market for remaining
transactions (the initial free market quote was AR$1.65/1.70 per U.S. dollar).
Thereafter, the Government introduced substantial and continuous modifications
to this recently implemented foreign exchange regime. The official market was
discontinued as of February 11, 2002. In December 2001, the executive branch
foreshadowed the undoing of prior Argentine monetary policy by issuing Decree
1570/01, which, among other things, imposed rigid restrictions on currency
withdrawals. Decree 214/02 converted all dollar-denominated obligations in
the financial system and virtually all other such obligations to pesos at a
1-to-1 or 1-to-1.40 exchange rate. The purchase of foreign currency in excess
of US$150,000 per month is subject to approval by the Central Bank. Under the
new rules, arguably all currency transfers abroad, including payments to
financial creditors, must be previously approved by the Central Bank. In a
recent release, the Central Bank exempted from its approval process some
remittances abroad. Decree 410/02, established several exceptions to the
pesification ordered by Decree 210/02, Decree 410/02 has, in turn, been
modified by decrees 53/2003 and 70/2003. The Central Bank issued Communication A 3845, dated December 26, 2002,
providing that Argentine individuals and companies are authorized to buy up to
US$150,000 per month for the purposes of, among other things, (i) real estate
investments outside Argentine; (ii) loans granted to persons not domiciled in
Argentina; (iii) direct investments outside Argentina by persons domiciled in
Argentina; (iv) portfolio investments outside Argentina; and (v) payments of
corporate dividends outside Argentina. Communication A 3944 issued by the Central Bank on May 6, 2003 relieved
several foreign exchange restrictions, such as: eliminated the requirement of
Central Banks previous approval for the repayment of principal of financial
indebtedness; extended the term for the repatriation of export proceeds;
allowed earlier payments of imports, and increased up to US$500,000 (in certain
cases this ceiling may even be lifted to a higher amount) the monthly amount
that Argentine domiciled individuals or corporations are allowed to purchase
and transfer abroad. Generally, the Central Banks prior approval is necessary to transfer
funds abroad; however on June 30, 2003, the Central Bank issued Communication
A 3973. Since then, the Central Banks prior authorization for the transfer
of funds abroad in order to make payments of principal and/or interest is no
longer required for transfers of funds abroad related to debt service payments
(1) made within 15 business days prior to the applicable payment date, (2) made
in relation to prepayments that do not result in net present value terms in an
increase of the original value of the debt, or (3) made in respect of
prepayments of accrued and unpaid interest. There can be no assurance that the Central Bank will not once again
require its prior authorization for the transfer of funds abroad in the form of
dividends or payment of inter-company or third party loans. Any such inability
to transfer funds outside of Argentina, in the form of dividends or otherwise,
could adversely affect the value of our Argentine operations and the market
value of our ADSs. 18




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Financial, private and sovereign debt in foreign currency Pursuant to Decree 214/02, debts denominated in U.S. dollars or other
foreign currencies in the financial system have been converted to pesos at a
one-to-one Argentine peso/U.S. dollar exchange rate or its equivalent in such
other currency. To adjust for inflation and thus to avoid the dilution of
obligations by the future devaluation of the Argentine peso, Decree 214
announced the use of a reference coefficient (the Coeficiente de
Estabilización de Referencia, or CER). The reference coefficient will adjust
the obligations for inflation based on changes to the Argentine consumer price
index in the preceding month plus interest. This reference coefficient will be
determined and specified on a daily basis by the Argentine Central Bank. The
Argentine Central Bank has also established maximum interest rates applying to
financial credits. Agreements between private parties expressed in foreign currency follow
the same conversion scheme, although Decree 214/02 authorizes the parties to
stipulate an adjustment. Barring an agreement, the parties shall resolve their
differences in the courts. Contracts entered into after the effective date of Decree 214/02 will not
be adjusted by the reference coefficient but may be denominated in foreign
currency. Additionally, Decree 471/02 converted all dollar denominated sovereign
debt subject to Argentine law to Argentine pesos at an exchange rate of AR$1.40
to U.S. $1.00. Financial Deposits Decree 214/02 converts all dollar denominated deposits to Argentine pesos
at an exchange rate of AR$1.40 to US$1.00. The deposits will be released to
depositors in accordance with the schedule announced by the government. Recently, Decree 905 gives the option to depositors to exchange their
deposits for dollar denominated government bonds.  Inflation in Argentina may adversely affect the operations of Edasa which
could adversely impact our net income and results of operations
 Argentina has experienced high levels of inflation in recent decades,
resulting in large devaluations of its currency. Argentinas historically high
rates of inflation resulted mainly from its lack of control over fiscal policy
and the money supply. Since 1989, the Argentine government has followed a
program of reform to reduce the public sectors role in the economy and in 1991
enacted the Convertibility Law, which, among other things, prohibited
Argentinas money base from exceeding international reserves. By limiting the
Argentine governments ability to expand the money supply, the Convertibility
Law and related measures kept inflation at (1.8)%, 0.7% and 1.5% in 1999, 2000
and 2001, respectively. On January 24, 2002, the Argentine government amended the Central Banks
charter to allow it to print currency (without having to maintain a fixed and
direct ratio with the foreign currency and gold reserves), to make advances to
the federal government to cover its anticipated budget deficit and to provide
financial assistance to financial institutions with liquidity problems.
Furthermore, the devaluation of the Argentine peso created pressures on the
domestic price system that generated inflation in 2002, after several years of
price stability, and, in recent years, price deflation. Through December 31,
2002, the WPI and the Argentine consumer price index exhibited cumulative
increases of 41% and 118%, respectively. During 2003, the Argentine consumer
price index increased by 3.7% and the wholesale price index increased by 2.0%.
In the past, inflation materially undermined the Argentine economy and the
Argentine governments ability to create conditions that would permit growth. 19




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Although in 2003 there was a slowdown in the inflation indexes, we cannot
assure you that this situation will remain the same. The devaluation of the Argentine peso and accompanying economic policy
measures implemented by the Argentine government were intended primarily to
remedy the effects of unemployment and to stimulate economic growth. To date,
it is not apparent that the objectives pursued have been achieved. The
sustainable success of such measures in the future will depend on the ability
of the Argentine government to generate confidence among the local and
international financial and business communities. Without such confidence, it
is likely that inflation rates will increase significantly, investment and
economic activity will contract further, unemployment will increase beyond
current levels, tax revenue (excluding inflationary effects) will drop and the
fiscal deficit will widen. We
intend to increase our prices to consumers in line with the consumer price
index. We cannot assure you that, under competitive pressure, we will be able
to realize said price increases, which could therefore adversely impact our
financial results.  The Argentine peso is subject to depreciation and volatility which could
adversely affect our financial condition and results of operations
 The Argentine governments economic policies and any future decrease in
the value of the Argentine peso against the U.S. dollar could adversely affect
our financial condition and results of operations. The Argentine peso has been
subject to large devaluations in the past and may be subject to significant
fluctuations in the future. The Public Emergency Law put an end to more than ten years of U.S.
dollar-peso parity and authorized the Argentine government to set the exchange
rate. After devaluing the peso, the Argentine government initially established
a dual exchange rate of AR$1.40 per U.S. dollar for certain transactions and a
free-floating rate for all transactions. This dual system was later eliminated
in favor of a single free-floating exchange rate for all transactions. Since
the devaluation of the peso, the peso has fluctuated significantly, causing the
Central Bank to intervene in the market to support the value of the peso by
selling U.S. dollars, and lately, by buying U.S. dollars. Since the
devaluation of the Argentine peso, the Argentine peso has fluctuated
significantly, which has had a negative impact on our results:  
    
    Lower sales volumes in 2002 due to lack of consumer purchasing power,
    
    Lower revenues in U.S. dollar terms, and
    
    Increased U.S. dollar linked costs, which represent
approximately 30% of total costs for the Argentine operations. We cannot assure you that future polices to be adopted by the Argentine
government will be able to control the value of the Argentine peso and
therefore, the Argentine peso could be subject to significant fluctuations and
depreciations in the future, which could materially and adversely affect our
financial condition and results of operations. Also, the Argentine government
is facing severe fiscal problems as a result of the devaluation of the
Argentine peso. As most of the Argentine governments financial liabilities are
U.S. dollar-denominated, there has been an increase in the amount of the
Argentine governments total debt as a result of the devaluation. Argentine
peso-denominated tax revenues constitute the majority of its tax receipts and
while inflation has caused tax revenues to increase in nominal terms, they have
decreased in U.S. dollar terms. Therefore, the governments ability to honor
its foreign debt obligations has been materially and adversely affected by the
devaluation of the Argentine peso. The Argentine government has taken certain
steps towards the restructuring of the debt (such as the appointment of Lazard
Freres as financial advisor) and has indicated that it 20




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intends to offer a proposal to restructure later this year. However, the
uncertainty over the timing for the completion of such restructuring has
further contributed to the ongoing economic uncertainty in the country. Given the continuing economic crisis in Argentina and the economic and
political uncertainties, it is impossible to predict whether, and to what
extent, the value of the Argentine peso may further depreciate or appreciate
against the U.S. dollar, whether the Argentine government will further modify
its monetary policy and what impact any such changes could have on our
financial condition and results of operations. Future policies will likely significantly affect the economy The Argentine government has historically exercised significant influence
over the economy. Due to the current Argentine crisis, the Argentine
government has promulgated numerous, far-reaching and at times inconsistent
laws and regulations affecting the economy. We cannot assure you that laws and
regulations currently governing the economy will not continue to change in the
future, particularly in light of the continuing economic crisis, or that any
changes will not adversely affect our business, financial condition or results
of operations. Due to the current social and political crisis, our business in Argentina also entails the following risks:  
    
    civil unrest, rioting, looting, nation-wide protests, widespread social unrest and strikes;
    
    expropriation, nationalization and forced renegotiation or modification of existing contracts; and
    
    taxation policies, including royalty and tax increases and retroactive tax claims. Risk Factors Relating to the ADSs and the Shares Preemptive rights may be unavailable to holders of our ADSs According to the Ley de Sociedades Anónimas No. 18.046and the Reglamento
de Sociedades Anónimas(collectively, the Chilean Companies Law), whenever we
issue new shares for cash, we are required to grant preemptive rights to
holders of our shares (including shares represented by ADSs), giving them the
right to purchase a sufficient number of shares to maintain their existing
ownership percentage. However, we may not be able to offer shares to United
States holders of ADSs pursuant to preemptive rights granted to our
shareholders in connection with any future issuance of shares unless a
registration statement under the Securities Act is effective with respect to
such rights and shares, or an exemption from the registration requirements of
the Securities Act is available. Under the procedure established by the Central
Bank, the foreign investment agreement of a Chilean company with an existing
ADR program will become subject to an amendment (which will also be deemed to
incorporate all laws and regulations applicable to international offerings in
effect as of the date of the amendment) that will extend the benefits of such
contract to new shares issued pursuant to a preemptive rights offering to
existing ADS owners and to other persons residing and domiciled outside of
Chile that exercise pre-emptive rights, upon request to the Central Bank. We
intend to evaluate at the time of any rights offering the costs and potential
liabilities associated with any such registration statement as well as the
indirect benefits to us of enabling United States holders of ADSs to exercise
preemptive rights and any other factors that we consider appropriate at the
time, and then make a decision as to whether to file such registration
statement. We cannot assure you that any registration statement would be filed. To
the extent holders of ADSs are unable to exercise such rights because a
registration statement has not been filed, the Depositary will attempt to sell
such holders preemptive rights and distribute the net proceeds thereof if a
secondary market for such rights exists and a premium can be recognized over
the cost of any such sale. If such rights cannot be sold, they will 21




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expire and holders of ADSs will not realize any value from the grant of
such preemptive rights. In any such case, such holders equity interest in the
Company would be diluted proportionately. Shareholders rights are less well defined in Chile than in other
jurisdictions, including the United States In addition, under the United States federal securities laws, as a foreign
private issuer, we are exempt from certain rules that apply to domestic United
States issuers with equity securities registered under the United States
Securities Exchange Act of 1934, including the proxy solicitation rules, the
rules requiring disclosure of share ownership by directors, officers and
certain shareholders. We are also exempt from certain of the corporate
governance requirements of the New York Stock Exchange, Inc., including the
requirements concerning independent directors. Our corporate affairs are governed by the laws of Chile and our estatutos
(the By-laws), which function not only as our bylaws but also as our articles
of incorporation. Under such laws, our shareholders may have fewer or less
well-defined rights than they might have as shareholders of a corporation
incorporated in a U.S. jurisdiction. Pursuant to Law No. 19,705, enacted in December 2000, the controlling
shareholders of an open stock corporation can only sell their controlling
shares via a tender offer issued to all shareholders in which the bidder would
have to buy all the offered shares up to the percentage determined by it, when
the price paid is substantially higher than the market price (that is, when the
price paid was higher than the average market price of a period starting 90
days before the proposed transaction and ending 30 days before such proposed
transaction, plus 10%). The market for our shares may be volatile and illiquid The Chilean securities markets are substantially smaller, less liquid and
more volatile than major securities markets in the United States. The Santiago
Stock Exchange, which is Chiles principal exchange, had a market
capitalization of approximately US$86,344 million at December 31, 2003 and an
average monthly trading volume of approximately US$629 million for 2003. The
ten largest companies in terms of market capitalization represented, at
December 31, 2003, approximately 48.5% of the Santiago Stock Exchanges market
capitalization. We estimate that during 2003, fewer than 12.6% of the companies
listed on the Santiago Stock Exchange had their shares traded on an average of
90% or more of the Exchanges trading days. 22




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ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company General Information Our legal name is Embotelladora Andina S.A. We were incorporated and
organized on February 7, 1946 under the Chilean Companies Law as a sociedad
anónima(stock corporation). An abstract of our bylaws is registered with the
Registro de Comercio de Santiago(Public Registry of Commerce of the City of
Santiago) under No. 581 on page 768. The Chilean Treasury Department, upon
Decree No. 1,364 of March 13, 1946, which is registered under No. 582 on page
770 of the Public Register of Commerce of the City of Santiago, approved our
bylaws, authorized its creation and declared it duly incorporated in Chile.
Pursuant to our bylaws, our term of duration continues in perpetuity. Our shares of common stock are listed and traded on the Bolsa de Comercio
de Santiagoand ADSs representing our shares are listed on the New York Stock
Exchange. Our principal executive offices are located at Avenida Andrés Bello
2687, Piso 20, Las Condes, Santiago, Chile. Our telephone number is
+56-2-338-0520 and our website is www.koandina.com. Our Depositary Agent for
the American Depositary Shares in the United States is Bank of New York, whose
address is One Wall Street, New York, New York 10286, and whose telephone
number is (212) 815-2296. We are the largest producer of soft drinks in Chile and one of the largest
soft drink producers in Brazil and Argentina. Our principal business is the
production and distribution of Coca-Cola soft drinks, which accounted for 86.6%
of net sales in 2003. Through Andina, we are the sole producer and distributor
of Coca-Cola soft drinks in the Chilean territory; through Refrescos, the
exclusive producer and distributor of Coca-Cola soft drinks in the Brazilian
territory; and through Edasa, the sole producer of Coca-Cola soft drinks in the
Argentine territory. In 2003, we recorded consolidated net sales of Ch$386,856
million and total sales volume of 315.5 million soft drinks. In 2003, we
accounted for 66.8% of total soft drink volume sales in the Chilean territory,
54.0% in the Brazilian territory and 52.1% in the Argentine territory. In addition to the Coca-Cola soft drinks business, through Vital, we
produce and distribute fruit juices, other fruit-flavored beverages and mineral
water in Chile under trademarks owned by The Coca-Cola Company. We also
manufacture polyethylene perephtalate (PET) bottles primarily for our own use
in the packaging of Coca-Cola soft drinks in each of Chile and Argentina. In
Brazil, we distribute Kaiser brand beers. As of December 31, 2003, we had total installed annual production capacity
of 530 million . Our primary facilities include:  
    
    one production facility with eight production lines in the
Chilean territory and installed annual capacity of 196 million
(37% of our total installed annual capacity);
    
    two production facilities with eleven lines in the Brazilian
territory and installed annual capacity of 216 million (41% of
our total installed annual capacity); and
    
    one production facility with seven production lines in total in
the Argentine territory and installed annual capacity of 118 million
(22% of our total installed annual capacity). Although the mix varies significantly among the franchise territories, our
distribution network generally relies on a combination of Company-owned trucks
and independent distributors in each territory. We deliver products to
approximately 41,429 customers in the Chilean territory, approximately 45,500
customers in the Brazilian territory and approximately 41,434 customers in the
Argentine territory. 23




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As of December 31, 2003, Andinas principal shareholders, Inversiones
Freire Limitada and Inversiones Freire Dos Limitada, two affiliated Chilean
limited liability partnerships (together, Freire), owned approximately 52.61%
of our outstanding Series A Shares. Several entities affiliated with Freire
owned approximately 47.7% of our outstanding Series B Shares and The Coca-Cola
Company indirectly owned 11.04% of our outstanding Series A and Series B
Shares. See Item 7. Major Shareholders and Related Party TransactionsMajor
Shareholders. The Bank of New York, acting as Depositary for our American
Depositary Receipt (ADR) program, owned 13.40% of our outstanding Series A
Shares and 20.95% of our outstanding Series B Shares at such date. Our shares
are listed on the Santiago Stock Exchange, the Valparaiso Stock Exchange and
the Electronic Stock Exchange, and Series A and Series B ADSs representing
Series A and Series B shares, respectively, are listed on the New York Stock
Exchange under the symbols AKOA and AKOB, respectively. We produce, market and distribute Coca-Cola soft drinks in the franchise
territories through standard bottler agreements between our bottler
subsidiaries and the local subsidiary of The Coca-Cola Company (collectively,
the Bottler Agreements). We consider the enhancement of our relationship with The Coca-Cola Company
an integral part of our business strategy. We seek to enhance our business throughout the franchise territories by
developing existing markets, penetrating other soft drink, juices and mineral
water markets, forming strategic alliances with retailers to increase consumer
demand for our products and increasing productivity, and by further
internationalizing our operations. History In 1941, The Coca-Cola Company licensed a private Chilean company to
produce cola soft drinks in Chile, and production began in 1943. In 1946, the
original licensee withdrew from the license arrangement, and a group of U.S.
and Chilean investors formed Andina, which became The Coca-Cola Companys sole
licensee in Chile. Between 1946 and the early 1980s, Andina developed the
Chilean market for Coca-Cola soft drinks with a system of production and
distribution facilities covering the central and southern regions of Chile. In
the early 1980s, Andina sold its Coca-Cola licenses for most areas outside the
Santiago metropolitan region and concentrated on the development of its soft
drink business in the Santiago area. Although no longer the sole Coca-Cola
bottler in Chile, Andina has been the principal producer of Coca-Cola soft
drinks in Chile for an uninterrupted period of over 50 years. In 1985, a majority of Andinas shares was acquired by Freire and certain
related persons. On December 31, 2003, Freire and entities controlled by Freire
owned approximately 52.6% of our outstanding Series A Shares, which have
preferred voting rights and thereby controlled us. Refrescos, our Brazilian subsidiary, began production and distribution of
Coca-Cola soft drinks in Rio de Janeiro in 1942. In June 1994, we acquired 100%
of the capital stock of Refrescos for approximately US$120 million and
contributed an additional US$31 million to Refrescos capital immediately after
the acquisition to repay certain indebtedness of Refrescos. Production of Coca-Cola soft drinks in the Argentine territory began in
1943 with the start-up of operations in the province of Córdoba, Argentina,
through Inti S.A.I.C. (Inti). In July 1995, we (through Inversiones del
Atlántico S.A., an investment company incorporated in Argentina) (IASA)
acquired a 59% interest in Embotelladoras del Atlántico S.A., the parent
company of Rosario Refrescos S.A. (Rosario Refrescos) and Mendoza Refrescos
S.A. (Mendoza Refrescos), which were subsequently merged to create Rosario
Mendoza Refrescos S.A. (Romesa) the Coca-Cola bottler in the provinces of
Entre Ríos, San Luis, San Juan, Mendoza, part of Santa Fe and part of Buenos
Aires, in Argentina for approximately US$45 million. 24




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During 1997, the operations of Romesa were merged into Inti. In 1999,
Embotelladoras del Atlántico S.A. was merged into IASA. In 2000, IASA was
merged into Inti, which in turned changed its corporate name to Embotelladora
del Atlántico S.A. (Edasa). In December 2002, the Board of Directors of Edasa
and Cipet, our Argentine subsidiary in charge of the PET, plastic bottle,
packaging business in Argentina, decided to merge Cipet into Edasa. In December 1998, we repurchased from The Coca-Cola Company its 49% stake
in Vital at a purchase price of US$25.5 million. Concurrently with that
transaction, The Coca-Cola Company purchased Vitals mineral water springs
located at Chanqueahue, 80 miles south of Santiago for US$10.7 million. As part
of the transaction, the Vital bottler agreement was replaced with a fruit juice
bottler agreement with MMII, as well as a new mineral water bottling agreement
with The Coca-Cola Company. In addition, the 1995 shareholderss agreement
between us and The Coca-Cola Company regarding ownership of Vital was
terminated. The Coca-Cola Company paid us US$22.6 million in consideration for
that termination. These transactions generated a one-time net consolidated
profit of approximately US$25.8 million for 1998, before taxes. The
restructuring of the juice and mineral water business in Chile enhanced our
focus on the production of soft drinks, juices and mineral water its core
strength. In March 2000, through our subsidiary, Refrescos, we purchased from the
Coffin Group a Coca-Cola franchise license for a territory in Brazil comprising
the State of Espirito Santo and part of the States of Rio de Janeiro and Minas
Gerais (Nitvitgov Refrigerantes S.A., hereinafter, NVG), for US$74.5
million. This territory was serviced by the Coffin Group through Perma
Industria de Bebidas S.A. (Perma). NVG was merged into Refrescos in 2000,
and its operations were integrated with Refrescos in 2001. This newly acquired
territory has a total population of approximately 8.8 million inhabitants and
represents an increase of 70% in the volume of our operations in Brazil. PET Joint Venture.In April 1996, through Multipack, we established
Solução PET Ltda.(Solução PET), a joint venture with Continental PET
Technologies, Inc. (Continental), to produce non-returnable PET containers in
the Brazilian territory. On March 12, 1997, we and Continental entered into a
joint venture, which anticipated the possibility of establishing similar
arrangements in other markets in South America. Due to subsequent changes in
the Brazilian market, we and Continental agreed to terminate the Solução PET
joint venture and to spin-off its assets. On May 31, 2000, we and Continental
executed a termination agreement and other accessory obligations therefore. Cristalerías Joint Venture. Through their respective subsidiaries,
Multipack and Crowpla Reicolite S.A., the Company and Cristalerías de Chile
S.A. executed a letter of intent on May 29, 2001 to develop a PET production
facility in Chile. On June 29, 2001, we and Cristalerías de Chile S.A. signed
a series of contracts forming the joint venture through the formation of
Envases CMF S.A. We contributed the assets necessary to further the development
of the joint venture from Multipack. Andina Inversiones Societarias S.A. holds
a 50% stake in the joint venture while Cristalerías de Chile S.A. retains the
other 50% interest. Reclassification of Capital Stock.In September 1996, at an extraordinary
shareholders meeting, our shareholders approved the reclassification (the
Reclassification) of Andinas Common Stock into two new series of shares.
Pursuant to the Reclassification, each outstanding share of Andinas Common
Stock was replaced by one newly issued Series A share and one newly issued
Series B share (respectively, the Series A shares and the Series B shares).
The new Series A and Series B shares, which are the only outstanding shares of
capital stock of Andina, are principally differentiated by their voting and
economic rights: the holders of the Series A Shares have full voting power and
are entitled to elect six of seven regular and alternate members of the Board
of Directors, and the holders of the Series B Shares have no voting rights but
for the right to elect one regular and one alternate member of the Board of
Directors. In addition, holders of Series B Shares are entitled to a preferred
dividend 10% greater than any dividend on Series A Shares. The Reclassification
was consummated on April 7, 1997. 25




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During the three years following the Reclassification, the Board of
Directors was authorized to identify up to four sixty-day periods during which
each Series A Share would be convertible, at the option of the holder, into one
Series B Share. The first sixty-day share conversion date was May 2, 2000 and
was available through July 1, 2000. On December 23, 1996, the Superintendency of Pension Fund Managers
(Superintendencia de Administradores de Fondos de Pensiones) indicated that
Chilean pension funds would not be permitted to acquire Series B Shares due to
their limited voting rights. As a result of the Reclassification, statutory withdrawal rights under
Chilean law were triggered entitling shareholders to withdraw from an issue by
returning their shares to the issuer upon the creation of preferred shares such
as the Series A Shares (preferred voting rights) or the Series B Shares
(preferred dividend rights). If exercised, such withdrawal right is set at a
price equal to the weighted average trading price over the two-month period
prior to the date of the shareholders meeting approving the issuance of
preferred shares. In November 1996, withdrawal rights were exercised as to
15,458,517 Common Shares for which Andina paid Ch$42,309 million (US$89.8
million). As required under Chilean law, we held the repurchased shares of
Common Stock (subsequently reclassified as Series A Shares and Series B Shares)
as treasury stock with neither voting nor economic rights for 12 months. During
1997, we canceled such shares and reduced shareholders equity accordingly. From 1997 to 2002, we underwent a significant corporate restructuring
targeted at achieving certain administrative efficiencies. During 1997 and
1998, we created Andina Inversiones Societarias (AIS) in Chile to hold our
minority interests in each of Easa Chile S.A., Multipack, Transportes Andina
Refrescos Ltda., Servicios Multivending Ltda. and IASA; in Argentina, Romesa
was merged into Inti and in Brazil, we dissolved EBL Lanches Ltda., a
subsidiary of Refrescos. From 2001 to 2003, Andinas corporate restructuring, included:  
    
    CIPET was merged with Embotelladora del Atlántico S.A. becoming
its packaging division. The Definite Merger Agreement was entered
into on May 23, 2003, and inscribed in the Public Registry of
Commerce of the Province of Córdoba on October 14, 2003.
    
    the acquisition by Andina Bottling Investments S.A. and Andina
Inversiones Societarias S.A. of Mercury Equity Corp S.A., a company
incorporated in the British Virgin Islands; the transfer, by way of
liquidation, of all of the assets and liabilities of The Sterling
Pacific Corp S.A. to such company; and its subsequent name change to
Abisa Corp S.A.;
    
    the merger of Embotelladoras del Atlántico S.A. into IASA,
which in turn was merged into Inti and the simultaneous change in
corporate name to Embotelladora del Atlantico S.A. (Edasa);
    
    the assignment to EASA Chile S.A. (whose corporate name has
been changed to Andina Bottling Investments S.A., Abisa) of all of
Andinas interests in its subsidiaries and related companies in
Argentina and Uruguay;
    
    the liquidation of certain related companies which were no
longer required, e.g., the Brazilian subsidiary Brazilian Copa
Participações Ltda. was merged into Refrescos; and 26




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##### Table of Contents




    
    the formation of Andina Bottling Investments Dos S.A. on
November 22, 2001, which subsequently consolidated all of Andinas
interests in related companies in Brazil. Capital Expenditures Our total capital expenditures were Ch$23,527 million in 2001, Ch$24,079
million in 2002, and Ch$25,343 million in 2003, as calculated under Chilean
GAAP. In 2003, capital expenditures were principally related to:  
    
    investments in bottles (glass and PET bottles) and bottle cases
in Argentina which represented 75.59% of our total capital
expenditures in 2003;
    
    acquisition of two production lines in Brazil of Ch$2,249
million: a 600ml PET bottle filling line in Rio de Janeiro (Ch$707
million) and an aluminum can filling line in Espirito Santo (Ch$1,542
million);
    
    investments in glass bottles and bottle cases in Brazil of
Ch$2,735 million; and
    
    an investment in coolers, freezers, post mix and other
point-of-sale equipment in Brazil of Ch$882 million. In 2002, principal capital expenditures included:  
    
    investments for the replacement of equipment of Vital due to
end of their useful lives and to changes in technology, that allow us
to increase operating efficiency;
    
    investments in bottles (glass and PET bottles) and bottle cases
in Argentina which represented 79.56% of our total capital
expenditure; and
    
    investments in equipment to increase efficiency and production
capacity. In 2001, principal capital expenditures included:  
    
    investments in bottling machinery and equipment in Chile and
Brazil to increase production capacity;
    
    investments required to improve the sugar treatment facilities by Refrescos; and
    
    investments in software (SAP). 27




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##### Table of Contents



The following table sets forth our capital expenditures for the periods
indicated: Capital Expenditures by Line of Business Year ended December 31,2001
    
    2002
    
    2003(millions of Ch$)Soft Drinks:Chilean territory
    
    Ch$
    11,501
    
    
    Ch$
    13,835
    
    
    Ch$
    14,160Brazilian territory
    
    
    8,262
    
    
    
    6,045
    
    
    
    8,648Argentine territory
    
    
    1,829
    
    
    
    3,460
    
    
    
    1,493Other Beverages:Vital
    
    
    646
    
    

    
    515
    
    
    
    913PET Packaging:Multipack
    
    
    1,162
    
    
    
    
    
    
    
    Cipet
    
    
    127
    
    
    
    224
    
    
    
    129Total
    
    Ch$
    23,527
    
    
    Ch$
    24,079
    
    
    Ch$
    25,343
 In 2003, we invested approximately Ch$356 million in improvements to
industrial processes, industrial waste flow measurement equipment, laboratory
analysis, environmental impact consulting services and other studies. Future
commitments, principally short term, for the same types of expenditures are
expected to amount to approximately Ch$97 million during 2004. Divestitures In 2002, we sold our 3.8% stake in Cervejarías Kaiser S.A.to the Canadian
brewing company Molson Inc., resulting in a one-time net profit of
approximately US$18 million to Andina. Refrescos directly holds an 11.32%
equity interest in Kaik Participações Ltda. (Kaik), which in turn held a
33.46% equity interest in Kaik. On March 19, 2002, Kaik sold this equity
interest to Molson Inc. for approximately
US$484.5 million. The transaction
resulted in the payment of a cash dividend in the amount of approximately US$15
million to Refrescos. Furthermore, additional sales proceeds expected to be
realized in connection with the transaction have been guaranteed against
294,903 shares of Molson Inc. valued at approximately US$5.7 million. These
shares may be sold in the future. B. Business Overview Soft Drink Business In 2003, our soft drink business accounted for net sales of Ch$334,986
million and operating income of Ch$43,294 million representing 86.6% and 90.8%
of our consolidated net sales and operating income, respectively. Our Chilean
soft drink operations accounted for net sales in 2003 of Ch$164,856 million;
the Brazilian soft drink operations accounted for net sales of Ch$108,116
million; and the Argentine soft drink operations accounted for net sales of
Ch$62,014 million. Overview The soft drink businesses in the franchise territories are characterized
by different attributes, which have resulted in varying levels of per capita
soft drink consumption. Generally, soft drink consumption in a territory is
positively related to growth in per capita gross domestic product (GDP) and
increases in disposable income and negatively related to increases in real
prices and sales tax or value added tax. As a result, a separate analysis of
each of the franchise territories is critical to an understanding of our
overall business. The following table sets 28




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##### Table of Contents



forth, for each of the periods indicated, the estimated per capita
consumption of Coca-Cola soft drinks for each franchise territory and expresses
such consumption as a percentage of overall per capita soft drink consumption: Estimated Annual Per Capita Consumption of Coca-Cola soft drinks(1) EstimatedYear Ended December 31,
    
    Population atDecember 31,2001
    
    %(2)
    
    2002
    
    %(2)
    
    2003
    
    %(2)
    
    2003(in millions)Chile
    
    
    285
    
    
    
    66
    
    
    
    281
    
    
    
    64
    
    
    
    303
    
    
    
    66
    
    
    
    15.4Chilean territory
    
    
    344
    
    
    
    68
    
    
    
    336
    
    
    
    66
    
    
    
    367
    
    
    
    67
    
    
    
    6.9Brazil
    
    
    143
    
    
    
    50
    
    
    
    144
    
    
    
    50
    
    
    
    131
    
    
    
    50
    
    
    
    180.4Brazilian territory
    
    
    196
    
    
    
    53
    
    
    
    200
    
    
    
    52
    
    
    
    181
    
    
    
    54
    
    
    
    16.9Argentina
    
    
    231
    
    
    
    54
    
    
    
    197
    
    
    
    56
    
    
    
    220
    
    
    
    53
    
    
    
    38.6Argentine territory
    
    
    198
    
    
    
    51
    
    
    
    164
    
    
    
    52
    
    
    
    198
    
    
    
    52
    
    
    
    10.1
   (1)
    
    Per capita consumption data for each franchise territory is calculated by
dividing managements estimate of applicable aggregate consumption of
Coca-Cola soft drinks by the estimated population within the territory,
and is expressed on the basis of the number of eight-ounce servings of
Coca-Cola soft drinks consumed annually per capita.(2)
    
    Percentages reflect consumption of Coca-Cola soft drinks as a percentage
of total estimated per capita soft drink consumption (i.e. Coca-Cola soft
drinks plus competing soft drinks). Source: A.C. Nielsen The Chilean territory is characterized by relatively high population
density and comparatively high per capita income. The Brazilian territory,
although also characterized by a high population density and comparatively high
per capita income, is differentiated by a higher number of competitors, lower
per capita soft drink consumption and higher levels of product discounting.
The Argentine territory covers a large geographic area of low population
density, and is characterized by low per capita soft drink consumption and
greater mark-up of soft drink products by retailers. Due to our presence in three different countries, our operations are
subject to oversight by three different operating divisions of The Coca-Cola
Company, each of which may have varying policies regarding aspects of the soft
drink business. As a result, we may be required to adapt its business
practices in each franchise territory to the requirements of each of these
divisions of The Coca-Cola Company. Sales Chilean Territory.We estimate that our share of the soft drink market in
the Chilean territory (with a population of approximately 7 million), was 68%
in 2001, 66% in 2002 and 67% in 2003. In Chile, we produce and distribute
eleven Coca-Cola brand soft drinks in a variety of can, glass and PET bottle
formats. The following table sets forth, for the periods indicated, our net
sales and volume of Coca-Cola soft drinks sold in the Chilean territory: 29




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##### Table of Contents



Soft Drink Sales by Net Sales and Volume Year ended December 31,2001
    
    2002
    
    2003(millions of Ch$ and UCs )Coca-Cola
    
    Ch$
    110,890
    
    
    
    70.3
    UCs
    
    Ch$
    110,811
    
    
    
    71.7
    UCs
    
    Ch$
    111,345
    
    
    
    74.1
    UCsCoca-Cola Light
    
    
    16,098
    
    
    
    8.5
    
    
    
    17,717
    
    
    
    9.3
    
    
    
    20,602
    
    
    
    10.8Fanta (Naranja, Durazno, Piña)
    
    
    15,463
    
    
    
    9.5
    
    
    
    13,430
    
    
    
    8.0
    
    
    
    14,037
    
    
    
    8.8Fanta Light(2)
    
    
    303
    
    
    
    0.2
    
    
    
    830
    
    
    
    0.5
    
    
    
    765
    
    
    
    0.4Sprite
    
    
    12,356
    
    
    
    7.8
    
    
    
    12,481
    
    
    
    7.5
    
    
    
    13,118
    
    
    
    8.5Sprite Light/Zero
    
    
    1,762
    
    
    
    1.0
    
    
    
    1,598
    
    
    
    0.9
    
    
    
    1,554
    
    
    
    0.9Quatro
    
    
    1,309
    
    
    
    0.8
    
    
    
    1,507
    
    
    
    0.8
    
    
    
    1,315
    
    
    
    0.7NordicMist Ginger Ale
    
    
    502
    
    
    
    0.2
    
    
    
    495
    
    
    
    0.2
    
    
    
    553
    
    
    
    0.2NordicMist Tónica
    
    
    268
    
    
    
    0.1
    
    
    
    281
    
    
    
    0.1
    
    
    
    322
    
    
    
    0.2Taí (2)
    
    
    204
    
    
    
    0.2
    
    
    
    421
    
    
    
    0.4
    
    
    
    1,240
    
    
    
    1.4Lift(1)
    
    
    219
    
    
    
    0.1
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Kapo Axion(3)
    
    
    -
    
    
    
    
    
    
    
    350
    
    
    
    0.2
    
    
    
    5
    
    
    
    Total
    
    Ch$
    159,374
    
    
    
    98.7
    UCs
    
    Ch$
    159,922
    
    
    
    99.6
    UCs

    
    Ch$
    164,856
    
    
    
    106.0
    UCs
   (1)
    
    Introduced in December 2000.(2)
    
    Introduced in September 2001.(3)
    
    Introduced in August 2002. In Chile, Coca-Cola soft drinks are distributed in returnable and
non-returnable glass and PET bottles and aluminum cans of various sizes.
Post-mix syrup, which is mixed with carbonated water in a dispenser at the
point of sale, is also distributed in stainless steel and bag-in-box
containers. The following table sets forth, for the Chilean territory for the
periods indicate, sales volume of Coca-Cola soft drinks by type of packaging as
a percentage of total sales by volume: 30




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##### Table of Contents



Percentage Soft Drink Sales by Packaging Type(1) Year ended December 31,2001
    
    2002
    
    2003Returnable Formats:Glass 237 cc.(3)
    
    
    
    
    
    
    0.1
    %
    
    
    2.0
    %Glass 350 cc.
    
    
    4.2
    %
    
    
    3.7
    
    
    
    3.2Glass 1,000 cc.
    
    
    12.9
    
    
    
    13.1
    
    
    
    13.4PET 1.5 lt.
    
    
    5.7
    
    
    
    5.7
    
    
    
    5.5PET 2.0 lt.
    
    
    43.8
    
    
    
    39.4
    
    
    
    26.2PET 2.5 lt.(4)
    
    
    
    
    
    
    0.6
    
    
    
    11.4Subtotal
    
    
    66.6
    
    
    
    62.6
    
    
    
    61.7Non-Returnable Formats:Glass 237 cc.
    
    
    1.9
    
    
    
    2.1
    
    
    
    1.8Glass 266 cc.
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1PET 0.250 lt.
    
    
    1.3
    
    
    
    1.6
    
    
    
    1.4PET 0.5 lt.
    
    
    2.3
    
    
    
    2.5
    
    
    
    2.3PET 1.0 lt. (6)
    
    
    
    
    
    
    
    
    
    
    0.4PET 1.5 lt.
    
    
    5.9
    
    
    
    6.4
    
    
    
    7.1PET 1.75 lt.
    
    
    
    
    
    
    0.1
    
    
    
    0.1PET 2.0 lt.
    
    
    1.0
    
    
    
    0.7
    
    
    
    1.7PET 2.5 lt.
    
    
    7.6
    
    
    
    5.9
    
    
    
    4.5PET 3.0 lt.(2)
    
    
    3.8
    
    
    
    9.5
    
    
    
    10.3Aluminum cans-250 cc.(5)
    
    
    
    
    
    
    
    
    
    
    0.5Aluminum cans-350 cc.
    
    
    4.5
    
    
    
    4.1
    
    
    
    3.7Subtotal
    
    
    28.4
    
    
    
    33.0
    
    
    
    33.9Post-Mix
    
    
    5.0
    
    
    
    4.4
    
    
    
    4.4Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
   (1)
    
    Percentages calculated on the basis of total volume of sold in each
format.(2)
    
    Introduced in December 2000.(3)
    
    Introduced in September 2002.(4)
    
    Introduced in November 2002.(5)
    
    Introduced in March 2003.(6)
    
    Introduced in March 2003. The Chilean market is characterized by the predominance of sales in
returnable formats, particularly the larger returnable PET bottles. In
Chile, consumers pay retailers a one-time deposit that represents a
portion of the cost of a returnable bottle, which consumers may
exchange for their original deposit in cash or use to purchase another soft
drink without paying a new deposit. Brazilian Territory.We estimate that our share of the soft drink market
in the Brazilian territory (with a population of approximately 16 million) was
53% in 1999, and on a comparable basis after taking into account the addition
of the territory acquired from Perma in March 2000, our market share was 52% in
2000, 53% in 2001, 52% in 2002 and 54% in 2003. In Brazil, we produce and
distribute fifteen Coca-Cola brand soft drinks in a variety of can, glass and
PET bottle formats. The following table sets forth, for the periods indicated,
our net sales and volume of Coca-Cola soft drinks sold in the Brazilian
territory: 31




---



##### Table of Contents



Soft Drink Sales by Net Sales and Volume Year ended December 31,2001
    
    2002
    
    2003(millions of Ch$ and UCs )Coca-Cola
    
    Ch$
    93,369
    
    
    
    90.7
    UCs
    
    Ch$
    89,444
    
    
    
    90.5
    UCs
    
    Ch$
    74,356
    
    
    
    87.8
    UCsCoca-Cola Light
    
    
    11,701
    
    
    
    11.4
    
    
    
    11,689
    
    
    
    11.8
    
    
    
    11,124
    
    
    
    11.4Fanta Laranja
    
    
    11,691
    
    
    
    11.4
    
    
    
    11,149
    
    
    
    11.3
    
    
    
    7,241
    
    
    
    9.6Diet Fanta Laranja
    
    
    1,321
    
    
    
    1.3
    
    
    
    1,211
    
    
    
    1.2
    
    
    
    544
    
    
    
    0.8Fanta Uva
    
    
    5,023
    
    
    
    4.9
    
    
    
    5,306
    
    
    
    5.4
    
    
    
    3,557
    
    
    
    4.7Sprite
    
    
    3,162
    
    
    
    3.1
    
    
    
    3,026
    
    
    
    3.1
    
    
    
    2,130
    
    
    
    2.5Diet Sprite
    
    
    551
    
    
    
    0.5
    
    
    
    485
    
    
    
    0.5
    
    
    
    308
    
    
    
    0.4Guaraná Taí
    
    
    73
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Guaraná Kuat
    
    
    8,435
    
    
    
    8.2
    
    
    
    8,706
    
    
    
    8.8
    
    
    
    5,313
    
    
    
    7.5Guaraná Kuat light
    
    
    1,641
    
    
    
    1.6
    
    
    
    1,463
    
    
    
    1.5
    
    
    
    910
    
    
    
    1.2Diet Guaraná Taí
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Schweppes(1)
    
    
    509
    
    
    
    0.5
    
    
    
    458
    
    
    
    0.5
    
    
    
    833
    
    
    
    0.4Tónica Kinley
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fanta Citrus
    
    
    
    
    
    
    
    
    
    
    696
    
    
    
    0.7
    
    
    
    117
    
    
    
    0.2Fanta Maçã
    
    
    
    
    
    
    
    
    
    
    831
    
    
    
    0.8
    
    
    
    145
    
    
    
    0.2Fanta Uva Light
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    0.1
    
    
    
    123
    
    
    
    0.1Coca Cola light with Lemon
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    841
    
    
    
    0.6Kuat com Laranja
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    294
    
    
    
    0.2Fanta Morando
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    280
    
    
    
    0.2Total
    
    Ch$
    137,476
    
    
    
    133.6
    UCs

    
    Ch$
    134,527
    
    
    
    136.2
    UCs

    
    Ch$
    108,116
    
    
    
    127.8
    UCs
   (1)
    
    Includes Schweppes Tónica, Schweppes Citrus and Schweppes Club Soda. In Brazil, Coca-Cola soft drinks are distributed in returnable and
non-returnable glass, in PET bottles of various sizes and in aluminum cans. We
also produce and distribute Coca-Cola soft drinks as post-mix syrup. The
following table sets forth, for the Brazilian territory, estimates of sales
volume of Coca-Cola soft drinks by type of packaging as a percentage of total
sales by volume: 32




---



##### Table of Contents



Percentage Soft Drink Sales by Packaging Type(1) Year ended December 31,2001
    
    2002
    
    2003Returnable Bottles:Glass-1.0 liter
    
    
    3.2
    
    
    
    3.0
    
    
    
    2.1Glass-290 cc
    
    
    7.2
    
    
    
    6.4
    
    
    
    6.5Glass-1.25 liter
    
    
    
    
    
    
    
    
    
    
    1.6Subtotal
    
    
    10.4
    
    
    
    9.4
    
    
    
    10.2Non-Returnable Bottles:PET 1.0 liter
    
    
    0.5
    
    
    
    0.7
    
    
    
    1.8PET 1.5 liter
    
    
    0.1
    
    
    
    PET 2.0 liter and 2.25 liter
    
    
    59.8
    
    
    
    62.2
    
    
    
    58.6PET 2.5 liter
    
    
    1.5
    
    
    
    1.2
    
    
    
    3.3PET 600 cc
    
    
    5.5
    
    
    
    5.5
    
    
    
    6.5PET 245 cc(2)
    
    
    0.1
    
    
    
    
    
    
    
    0.0Aluminum cans 350 cc
    
    
    18.2
    
    
    
    17.3
    
    
    
    16.2Glass 237 cc
    
    
    
    
    
    
    0.1
    
    
    
    0.1Glass 290 cc
    
    
    
    
    
    
    0.1
    
    
    
    0.1Subtotal
    
    
    85.7
    
    
    
    87.1
    
    
    
    86.6Post-Mix
    
    
    3.8
    
    
    
    3.5
    
    
    
    3.2Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
   (1)
    
    Percentages calculated on the basis of total volume of sold in each
format.(2)
    
    Format introduced during 2000. In Brazil, 86.6% of our sales by volume of during 2003 was in
non-returnable formats. Argentine Territory.We estimate that our share of the soft drink market
in the Argentine territory (with a population of approximately 10 million) was
51% in 2001, 52.3% in 2002; and 52.1% in 2003. We produce and distribute
fourteen soft drinks in the Argentine territory. The following table sets
forth, for the periods indicated, our net sales and volume of Coca-Cola soft
drinks sold in the Argentine territory: Soft Drink Sales by Net Sales and Volume(1) Year ended December 31,2001
    
    2002
    
    2003(millions of Ch$ and UCs)Coca-Cola
    
    Ch$
    91,993
    
    
    
    49.3
    UCs
    
    Ch$
    36,585
    
    
    
    45.6
    UCs

    
    Ch$

    43,468
    
    
    
    58.4
    UCsCoca-Cola Light
    
    
    5,276
    
    
    
    2.2
    
    
    
    2,059
    
    
    
    2.0
    
    
    
    2,541
    
    
    
    2.7Fanta Naranja
    
    
    11,338
    
    
    
    7.3
    
    
    
    3,133
    
    
    
    3.8
    
    
    
    3,254
    
    
    
    4.0Other Fanta Flavors(2)
    
    
    3,198
    
    
    
    2.4
    
    
    
    692
    
    
    
    0.9
    
    
    
    599
    
    
    
    0.7Sprite
    
    
    15,893
    
    
    
    8.1
    
    
    
    5,702
    
    
    
    6.2
    
    
    
    7,650
    
    
    
    9.4Diet Sprite
    
    
    1,996
    
    
    
    0.8
    
    
    
    666
    
    
    
    0.6
    
    
    
    814
    
    
    
    0.8Quatro flavors(3)
    
    
    2,922
    
    
    
    1.9
    
    
    
    827
    
    
    
    1.0
    
    
    
    896
    
    
    
    1.1Other brands(4)
    
    
    6,512
    
    
    
    6.9
    
    
    
    3,672
    
    
    
    5.7
    
    
    
    2,792
    
    
    
    4.6Total
    
    Ch$
    139,128
    
    
    
    78.9
    UCs

    
    Ch$
    53,336
    
    
    
    65.9
    UCs

    
    Ch$
    62,014
    
    
    
    81.7
    UCs
   (1)
    
    For purposes of this table, sales include sales of liquid (not including
packaging and distribution) less any discounts.(2)
    
    Other Fanta flavors include Fanta Tónica, Fanta Pomelo, Fanta
Naranja Light and Fanta Limón.(3)
    
    Quatro flavors include Quatro Pomelo and Quatro Limonada.(4)
    
    Other brands include Tai, Schweppes, Crush, Gini, Nativa. 33




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##### Table of Contents



Edasa produces and distributes Coca-Cola soft drinks in returnable and
non-returnable glass and PET bottles of various sizes, in aluminum cans and as
post-mix syrup. Edasa experienced a significant shift in consumer preference
away from returnable formats in favor of larger non-returnable formats, which
represented approximately 80.8% of Edasa volume sales during 2001. This
tendency has attenuated noticeably in 2002, with sales of Coca-Cola soft drinks
in non-returnable format representing approximately 67.84% of Edasa volume
sales during 2002. In 2003, this preference for non-returnable formats
continued, but with a smaller percentage of 58.2%. The following table sets
forth for the Argentine territory, estimates of sales volume of Coca-Cola soft
drinks by type of packaging as a percentage of total sales by volume: Percentage Soft Drink Sales by Packaging Type(1) Year ended December 31,2001
    
    2002
    
    2003Returnable Formats:Glass 350
cc. and 330 cc.
    
    
    1.63
    %
    
    
    2.05
    %
    
    
    2.26
    %Glass 1.0, 1.25 lt. and 1.5 lt.
    
    
    2.92
    
    
    
    8.29
    
    
    
    10.55PET 1.5 and 2.0 lt.
    
    
    14.50
    
    
    
    20.97
    
    
    
    28.08Subtotal
    
    
    19.05
    
    
    
    31.31
    
    
    
    40.89Non-Returnable Formats:Glass 237 cc.
    
    
    1.15
    
    
    
    2.02
    
    
    
    1.97PET 0.5 lt., PET 0.2 lt. And Pouch 0.190 lt.
    
    
    1.73
    
    
    
    2.17
    
    
    
    2.93PET 1.0 lt. and PET 1.25 lt.
    
    
    3.69
    
    
    
    2.65
    
    
    
    2.77PET 1.5 lt.
    
    
    17.23
    
    
    
    15.37
    
    
    
    14.35PET 2.0 lt.
    
    
    25.95
    
    
    
    19.10
    
    
    
    21.74PET 2.25 lt. and PET 3.0 lt.
    
    
    27.10
    
    
    
    25.00
    
    
    
    13.76Aluminum
cans 350 cc.
    
    
    3.26
    
    
    
    1.54
    
    
    
    0.70Subtotal
    
    
    80.11
    
    
    
    67.85
    
    
    
    58.22Post-Mix
    
    
    0.84
    
    
    
    0.84
    
    
    
    0.89Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
   (1)
    
    Percentages calculated on the basis of total volume of sold in each
format. In Argentina, consumers pay retailers a one-time deposit that represents a
portion of the cost of a returnable bottle, which consumers may exchange for
their original deposit in cash or use to purchase another soft drink without
paying a new deposit. Marketing We and The Coca-Cola Company jointly promote and market Coca-Cola soft
drinks in our franchise territories, in accordance with the terms of our
respective bottler agreements. During 2003, we paid approximately 50% of the
advertising and promotion expenses incurred by The Coca-Cola Company in our
franchise territories. Nearly all media advertising and promotion materials for
Coca-Cola soft drinks are produced and distributed by The Coca-Cola Company.
See Item 7. Majority Shareholders and Related Party TransactionsRelated Party
TransactionsBottler Agreements. Customers and Distribution Chilean Territory. In Chile, as of December 31, 2003, we sold our products
through an exclusive distribution network to approximately 41,429 customers.
The following table sets forth, for the periods indicated, our sales of
Coca-Cola soft drinks in Chile by type of customer, measured as a percentage of
total sales volume: 34




---



##### Table of Contents



Percentage Sales by Type of Customer Year ended December 31,2001
    
    2002
    
    2003Small- and medium-sized retail establishments for takeout
    
    
    41
    %
    
    
    39
    %
    
    
    39
    %Wholesale distributors
    
    
    17
    
    
    
    16
    
    
    
    15Supermarkets
    
    
    23
    
    
    
    25
    
    
    
    26Restaurants, hotels and bars
    
    
    4
    
    
    
    6
    
    
    
    6Fast food outlets
    
    
    3
    
    
    
    3
    
    
    
    3Convenience stores
    
    
    6
    
    
    
    5
    
    
    
    5Other
    
    
    6
    
    
    
    6
    
    
    
    6Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Our ten largest customers together accounted for approximately 18.7%,
19.5% and 20.0% of total sales of soft drinks by volume in 2001, 2002 and 2003
respectively. As of December 31, 2003, Andinas sales force consisted of 151 salespeople
who call on most customers on average 1.6 times per week. For sales to major
supermarkets, we employ approximately 354 on-site supervisors who handle our
products, monitor displays and track the pricing and marketing strategies of
our competitors. Account executives are also assigned to major fast food
outlets to work with the customer to develop sales on a consistent basis. As of December 31, 2003, our distribution system for our soft drink
products consisted of a group of 12 exclusive distributors, which are
independent businesses that collectively deploy approximately 235 trucks,
depending on seasonal demand. We own an additional 31 trucks. The 12
distributors collectively service all of our approximately 41,429 Chilean
customers. In most cases, the distributor collects payment from the customer in
cash or check. Certain customers, including supermarkets and fast food chains,
maintain accounts with us, which are settled on average every 45 days. Where
applicable, the driver also either collects empty returnable glass or plastic
bottles of the same type and quantity as the bottles being delivered, or
collects cash deposits for the net returnable bottles delivered. This task is
particularly significant in the Chilean territory where returnable containers
accounted for approximately 61.7% of total of soft drinks sold in 2003. Brazilian Territory. In Brazil, as of December 31, 2003, we sold soft
drink products through our distribution network to approximately 45,500
customers. The following table sets forth, for the periods indicated, our
estimated sales of Coca-Cola soft drinks in the Brazilian territory by type of
customer, measured as a percentage of total sales volume: 35




---



##### Table of Contents



Percentage Sales by Type of Customer(1) Year ended December 31,2001
    
    2002
    
    2003Self-service(2)
    
    
    43
    %
    
    
    37
    %
    
    
    37
    %Food/drink establishments(3)
    
    
    17
    
    
    
    18
    
    
    
    19Wholesalers
    
    
    12
    
    
    
    14
    
    
    
    14Distributors
    
    
    16
    
    
    
    16
    
    
    
    16General Supply
    
    
    6
    
    
    
    9
    
    
    
    8Entertainment establishments
    
    
    1
    
    
    
    1
    
    
    
    1Transportation
    
    
    1
    
    
    
    1
    
    
    
    1Educational establishments
    
    
    1
    
    
    
    1
    
    
    
    0Work place
    
    
    1
    
    
    
    1
    
    
    
    0Other
    
    
    2
    
    
    
    2
    
    
    
    4Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
   (1)
    
    The categories presented in this table are not comparable to those used
for the Chilean territory and the Argentine territory.(2)
    
    Category includes supermarkets and certain other food establishments.(3)
    
    Includes restaurants, bars and fast food establishments. Our management estimates that in 2003, the supermarket chains, Sendas,
Carrefour, and Guanabara, our three largest customers in Brazil, accounted for
approximately 10.4% of sales in the Brazilian territory measured by volume. Our
management estimates that Refrescos ten largest soft drink customers
collectively accounted for approximately 19.4%, 18.6% and 18.2% of total soft
drink sales measured by volume in 2001, 2002 and 2003 respectively. Refrescos sales force during 2003 consisted of an average of 308
salespeople, divided into three major groups responsible for: (i) sales to key
accounts and fast food chains (who purchase soft drinks in post-mix dispensers,
in cans and in bottled form), (ii) sales to supermarkets (consisting of non
returnable bottle and can sales) and (iii) all other traditional customers.
Each of these three groups also manages sales of the other beverages (beer,
mineral water, energy drinks and iced tea) distributed by Refrescos. In Brazil, we generally distribute Coca-Cola soft drinks through a
distribution system that includes: (i) Company-owned trucks driven by our
employees, (ii) trucks operated by independent distributors pursuant to
exclusive distribution arrangements with us and (iii) trucks operated by
independent transport companies on a non-exclusive basis. In 2003, 15.1% were
distributed by exclusive distributors, and 84.9% by independent
transport companies.
Distribution of Refrescos beverages (including soft drinks, beer, bottled
water, energy drinks and iced tea) takes place from distribution centers and
production facilities. High volume customers such as supermarkets are serviced
exclusively from the distribution centers located at Refrescos production
facilities. In 2003, approximately 23% of Refrescos soft drink sales were paid in
cash at the time of delivery, 24% were paid by check to be cashed between one
and ten days after delivery and 53% were paid between 10 and 45 days after
delivery by invoice. Payments by both checks and invoices were charged with
interest. Argentine Territory. In Argentina, as of December 31, 2003, we sold
Coca-Cola soft drinks to approximately 41,434 customers whom we service through
the operations of Edasa. The following table sets forth, for the periods
indicated, Edasas sales volume of Coca-Cola soft drinks by type of customer,
measured as a percentage of total sales volume: 36




---



##### Table of Contents



Percentage Sales by Type of Customer Year ended December 31,2001
    
    2002
    
    2003Small- and medium-sized retail establishments for takeout
    
    
    31
    %
    
    
    33
    %
    
    
    33
    %Wholesale distributors
    
    
    19
    
    
    
    19
    
    
    
    26Supermarkets
    
    
    25
    
    
    
    22
    
    
    
    19Restaurants, hotels and bars
    
    
    3
    
    
    
    3
    
    
    
    2Fast food outlets
    
    
    1
    
    
    
    1
    
    
    
    1Convenience stores
    
    
    20
    
    
    
    20
    
    
    
    17Other
    
    
    1
    
    
    
    2
    
    
    
    2Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 As of December 31, 2003, approximately 28% of Edasas employees consisted
of salespeople, and approximately 81% of the sales force are salespersons, who
call on most customers regularly. In 2003, Edasas ten largest customers
accounted for approximately 16% of its total sales of Coca Cola soft drinks by
volume. In 2003, 81.1% of Edasas Coca-Cola soft drinks were distributed by direct
distribution (trucking) and 18.9% by wholesale distribution. All of the direct
distribution is done by a group of independent transport companies (with more than 3 trucks). In 2003, approximately 75% of Edasas soft drink sales were paid for in
cash and 25% were credit sales. Approximately 2.2% of credit sales were paid by
short-term credit to be paid for within one to eight days after delivery, 19.5%
of credit sales were made by simple account and 3.3% of credit sales were paid
for by check. Competition We face intense competition throughout the franchise territories
principally from bottlers of competing soft drink brands. See Item 3. Key
FactorsRisks Relating to the CompanyWe are Engaged in a Highly Competitive
Business. Chilean Territory.The soft drink segment of the Chilean beverage industry
is highly competitive. The most important areas of competition are product
image, pricing, advertising, ability to deliver product in popular bottle
sizes, distribution capacity, and the amount of returnable bottles held by
retailers or by consumers. Returnable bottles can be exchanged at the time of
new purchases in lieu of paying a bottle deposit, thereby decreasing the
purchase price. The main competitor in the Chilean franchise territory is Embotelladora
Chilenas Unidas (ECUSA), a subsidiary of Compañía Cervecerías Unidas S.A.
(CCU), the major brewer in Chile. ECUSA produces and distributes Pepsi
products and its own brands (soft drinks and mineral water). The following table sets forth estimated market share data in the Chilean
territory for us and our principal competitors by flavor (Coca-Cola products
are shown in bold type) for the periods indicated. 37




---



##### Table of Contents



Market Share by Flavor in Chilean Territory Year ended December 31,2001
    
    2002
    
    2003All soft drinks:Coca-Cola soft drinks
    
    
    67.6
    %
    
    
    66.1
    %
    
    
    66.8
    %Cachantún-Mineral Water and Watts juices products
    
    
    19.9
    
    
    
    20.1
    
    
    
    19.7Pepsi products
    
    
    4.7
    
    
    
    4.1
    
    
    
    3.9Private brands
    
    
    5.2
    
    
    
    5.0
    
    
    
    4.0Others
    
    
    2.6
    
    
    
    4.7
    
    
    
    5.6100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cola:Coca-Cola
    
    
    88.0
    %
    
    
    88.5
    %
    
    
    88.3
    %Pepsi
    
    
    6.5
    
    
    
    4.8
    
    
    
    5.0Pepsi Twist
    
    
    
    
    
    
    
    
    
    
    0.3Private brands
    
    
    5.5
    
    
    
    3.7
    
    
    
    3.1Others
    
    
    
    
    
    
    3.0
    
    
    
    3.3100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Diet soft drinks:Coca Cola Light
    
    
    67.2
    %
    
    
    64.7
    %
    
    
    70.9
    %Sprite Light
    
    
    8.6
    
    
    
    6.7
    
    
    
    5.6Fanta Naranja Light
    
    
    0.9
    
    
    
    4.4
    
    
    
    3.2Orange Crush Light
    
    
    6.7
    
    
    
    5.0
    
    
    
    3.8Pepsi Light
    
    
    8.8
    
    
    
    8.4
    
    
    
    5.5Pepsi Twist Light
    
    
    
    
    
    
    
    
    
    
    0.5Pap Light
    
    
    
    
    
    
    2.6
    
    
    
    3.7Bilz Light
    
    
    
    
    
    
    2.3
    
    
    
    2.9Seven Up Light
    
    
    2.1
    
    
    
    2.0
    
    
    
    1.2Private brands
    
    
    5.7
    
    
    
    3.9
    
    
    
    2.7Others
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Orange:Fanta
    
    
    65.6
    %
    
    
    58.0
    %
    
    
    56.2
    %Tai
    
    
    
    
    
    
    1.6
    
    
    
    2.2Kapo
    
    
    
    
    
    
    0.4
    
    
    
    0.1Orange Crush
    
    
    19.2
    
    
    
    22.0
    
    
    
    22.0Show
    
    
    
    
    
    
    0.3
    
    
    
    1.2Tommy Naranja
    
    
    1.5
    
    
    
    2.0
    
    
    
    1.8Others
    
    
    13.7
    
    
    
    15.7
    
    
    
    16.5100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Lemon-Lime:Sprite
    
    
    67.0
    %
    
    
    56.6
    %
    
    
    53.3
    %Tai
    
    
    
    
    
    
    
    
    
    
    1.0Limón Soda
    
    
    19.2
    
    
    
    30.2
    
    
    
    34.8Seven Up
    
    
    6.9
    
    
    
    6.0
    
    
    
    4.7Others
    
    
    6.9
    
    
    
    7.2
    
    
    
    6.2100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Artificial Fruit Flavor:Bilz
    
    
    29.2
    %
    
    
    27.2
    %
    
    
    26.2
    %Pap
    
    
    22.5
    
    
    
    21.8
    
    
    
    21.5Kem
    
    
    22.9
    
    
    
    22.4
    
    
    
    22.8Show
    
    
    3.0
    
    
    
    1.0
    
    
    
    1.4Quatro
    
    
    3.7
    
    
    
    3.3
    
    
    
    2.5Fanta Piña
    
    
    0.8
    
    
    
    
    
    
    
    Fanta Durazno
    
    
    0.3
    
    
    
    
    
    
    
    Lift
    
    
    1.4
    
    
    
    
    
    
    
    Tai
    
    
    
    
    
    
    
    
    
    
    0.1Others
    
    
    16.2
    
    
    
    24.3
    
    
    
    25.5100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 38




---



##### Table of Contents



Year ended December 31,2001
    
    2002
    
    2003Mixers:Schweppes Ginger Ale
    
    
    63.1
    %
    
    
    66.7
    %
    
    
    69.0
    %Schweppes Tonic
    
    
    8.0
    
    
    
    8.0
    
    
    
    6.3Schweppes Tonic Light
    
    
    
    
    
    
    
    
    
    
    0.3Nordic Mist Ginger Ale
    
    
    6.9
    
    
    
    5.0
    
    
    
    4.5Nordic Mist Tónica
    
    
    3.4
    
    
    
    2.9
    
    
    
    3.0Others
    
    
    18.6
    
    
    
    17.4
    
    
    
    16.9100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Source: A.C. Nielsen Brazilian Territory. The soft drink segment of the Brazilian beverage
industry is highly competitive. The most important areas of competition are
product image, pricing, advertising and distribution capacity (including the
number and location of sales outlets). According to A.C. Nielsen, our main soft
drink competitor in the Brazilian territory is American Beverage Company
(Ambev). As a result of the merger between Companhia Cervejaria Brahma S.A.
(Brahma) and Industria de Bebidas Antarctica do Rio de Janeiro S.A.
(Antarctica) in 2000, this company has become the largest beer producer and
distributor in Brazil and also produces soft drinks, including Pepsi-Cola. The following table sets forth estimated market share data for the periods
indicated in the Brazilian territory for us and our principal competitors by
flavor (Coca-Cola products are shown in bold type): 39




---



##### Table of Contents



Market Share by Flavor in the Brazilian Territory Year ended December 31,2001
    
    2002
    
    2003All soft drinks:Coca-Cola soft drinks
    
    
    52.8
    %
    
    
    53.0
    %
    
    
    54.0
    %Pepsi products
    
    
    5.0
    
    
    
    4.6
    
    
    
    6.7Brahma products
    
    
    5.0
    
    
    
    3.0
    
    
    
    0.6Antarctica products
    
    
    8.1
    
    
    
    8.2
    
    
    
    9.1Other
    
    
    29.1
    
    
    
    31.2
    
    
    
    29.6100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cola:Coca-Cola
    
    
    84.8
    %
    
    
    83.6
    %
    
    
    79.2
    %Pepsi
    
    
    9.7
    
    
    
    9.0
    
    
    
    12.6Other(1)
    
    
    5.5
    
    
    
    7.4
    
    
    
    8.2100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Diet:Diet Cokeand Coca-Cola Light
    
    
    46.2
    %
    
    
    47.5
    %
    
    
    51.4
    %Diet Antarctica Champagne Guaraná
    
    
    19.8
    
    
    
    19.6
    
    
    
    19.3Diet Pepsi
    
    
    7.0
    
    
    
    6.1
    
    
    
    11.8Kuat Light
    
    
    6.3
    
    
    
    6.5
    
    
    
    4.3Diet Fanta Laranja and Diet Sprite
    
    
    5.0
    
    
    
    7.6
    
    
    
    5.1Brahma Diet Guaraná
    
    
    4.9
    
    
    
    2.5
    
    
    
    0.0Other(2)
    
    
    10.8
    
    
    
    10.2
    
    
    
    8.1100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Orange:Fanta Laranja
    
    
    40.3
    %
    
    
    44.7
    %
    
    
    45.8
    %Sukita
    
    
    10.5
    
    
    
    7.1
    
    
    
    5.8Other(4)
    
    
    49.2
    
    
    
    48.2
    
    
    
    48.4100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Lemon:Sprite
    
    
    31.5
    %
    
    
    37.5
    %
    
    
    37.3
    %Limão Brahma
    
    
    10.8
    
    
    
    6.6
    
    
    
    0.6Antarctica Soda Limonada
    
    
    7.0
    
    
    
    5.6
    
    
    
    8.1Other(3)
    
    
    50.7
    
    
    
    50.3
    
    
    
    54.0100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Grape:Grapette and Other
    
    
    59.4
    %
    
    
    61.6
    %
    
    
    60.2
    %Fanta Uva
    
    
    40.6
    
    
    
    38.4
    
    
    
    39.8100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Guaraná:Guaraná Brahma and Other(5)
    
    
    66.4
    %
    
    
    58.5
    %
    
    
    52.1
    %Antarctica Champagne Guaraná
    
    
    21.4
    
    
    
    26.7
    
    
    
    32.8Guaraná Kuat
    
    
    12.2
    
    
    
    14.8
    
    
    
    15.1100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
   (1)
    
    Includes Mineirinho and Baré Cola.(2)
    
    Includes Tobi, Mantiqueira, Sport and Flecha.(3)
    
    Includes Crush, Skol, Flecha, Sport and Tobi.(4)
    
    Includes Mirinda, Crush and Pop Laranja.(5)
    
    Includes Guaranita, Mantiqueira, Sport, Flecha and Tobi. Source: A.C. Nielsen Argentine Territory. The soft drink segment of the Argentine beverage
industry is highly competitive. The most important areas of competition are
product image, pricing, advertising, ability to produce bottles in popular
sizes and distribution capacity. Embotelladora de los Andes S.A., which is
controlled by the Hunicken Group, produces Pepsi products in the province of
Mendoza; Baesa produces Pepsi products in the provinces of Córdoba and Santa
Fe. Pritty S.A. produces and sells Pritty, Doble Cola, Saldán, Switty and
Rafting in the provinces of Córdoba, Santa Fe and Mendoza. In the province of
Santa Fe, Baggio sells Mocoretá. Until June 2003, Penaflor S.A sold Gini products and currently Edasa sells Gini
products. In the province of Mendoza, San Isidro Refrescos S.A. sells Beach,
Royal Crown, Upper 10, Sao, Sunkist and Seagrams products, and Cahiza Hermanos
sells Chyc. The following table sets forth, for the periods indicated, the estimated
market shares in the Argentine territory for us and our competitors by flavor
(Coca-Cola products are shown in bold type): 40




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##### Table of Contents



Market Share by Flavor in Argentine Territory Year-ended December 31,2001
    
    2002
    
    2003All soft drinks:Coca-Cola soft drinks
    
    
    50.8
    %
    
    
    52.3
    %
    
    
    52.1
    %Pepsi and 7 Up Products
    
    
    19.6
    
    
    
    20.4
    
    
    
    17.4Gini Products
    
    
    1.3
    
    
    
    0.4
    
    
    
    0.0Naranpol Products
    
    
    2.2
    
    
    
    2.9
    
    
    
    5.7Pritty Products
    
    
    9.0
    
    
    
    9.0
    
    
    
    10.5Chyc Products
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.8Other
    
    
    16.7
    
    
    
    14.6
    
    
    
    13.5100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cola:Coca-Cola
    
    
    66.0
    %
    
    
    67.5
    %
    
    
    68.4
    %Pepsi Cola
    
    
    12.1
    
    
    
    12.7
    
    
    
    11.3Chyc Cola
    
    
    0.3
    
    
    
    0.3
    
    
    
    0.6Doble Cola
    
    
    2.6
    
    
    
    2.2
    
    
    
    1.7Gini Cola
    
    
    1.0
    
    
    
    0.3
    
    
    
    0.0Other
    
    
    18.0
    
    
    
    17.0
    
    
    
    18.0100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Diet:Coca-Cola Light
    
    
    37.7
    %
    
    
    38.8
    %
    
    
    41.4
    %7 Up Light
    
    
    21.8
    
    
    
    20.7
    
    
    
    17.6Pepsi Max
    
    
    15.9
    
    
    
    18.2
    
    
    
    14.2Sprite Diet
    
    
    12.6
    
    
    
    11.7
    
    
    
    11.5Fanta Naranja Diet
    
    
    
    
    
    
    
    
    
    
    4.7Other
    
    
    12.0
    
    
    
    10.6
    
    
    
    10.6100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Orange:Fanta Naranja
    
    
    28.9
    %
    
    
    22.5
    %
    
    
    23.2
    %Cruz
    
    
    16.7
    
    
    
    21.5
    
    
    
    17.9Mirinda Naranja
    
    
    18.3
    
    
    
    16.2
    
    
    
    7.6Chyc Naranja
    
    
    0.6
    
    
    
    0.6
    
    
    
    1.5Rafting Naranja
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.0Naranpol Naranja
    
    
    3.6
    
    
    
    5.5
    
    
    
    11.2Secco Naranja
    
    
    0.7
    
    
    
    0.3
    
    
    
    0.2Other
    
    
    31.1
    
    
    
    33.3
    
    
    
    38.4100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Lemon-Lime:Seven Up
    
    
    33.9
    %
    
    
    36.9
    %
    
    
    34.6
    %Sprite
    
    
    31.7
    
    
    
    28.2
    
    
    
    30.2Saldán Lima Limón
    
    
    1.2
    
    
    
    0.8
    
    
    
    0.3Naranpol Lima Limón
    
    
    1.9
    
    
    
    2.9
    
    
    
    5.2Other
    
    
    31.3
    
    
    
    31.2
    
    
    
    29.7100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 41




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##### Table of Contents



Year-ended December 31,2001
    
    2002
    
    2003Lemon:Fanta Limón
    
    
    31.4
    %
    
    
    25.9
    %
    
    
    8.4
    %Pritty Limón
    
    
    43.9
    
    
    
    44.0
    
    
    
    61.1Mirinda Limón
    
    
    9.7
    
    
    
    13.7
    
    
    
    3.2Gini Limón
    
    
    0.8
    
    
    
    0.2
    
    
    
    0.0Chyc Limón
    
    
    0.4
    
    
    
    0.5
    
    
    
    1.5Naranpol Limón
    
    
    6.3
    
    
    
    9.0
    
    
    
    18.1Other
    
    
    7.5
    
    
    
    6.7
    
    
    
    7.7100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Grapefruit:Paso de los Toros Pomelo
    
    
    15.2
    %
    
    
    17.7
    %
    
    
    18.3
    %Quatro Pomelo
    
    
    26.3
    
    
    
    23.1
    
    
    
    17.0Chyc Pomelo
    
    
    0.8
    
    
    
    0.7
    
    
    
    1.8Crush Pomelo
    
    
    1.5
    
    
    
    3.4
    
    
    
    0.1Switty Pomelo
    
    
    6.0
    
    
    
    12.6
    
    
    
    18.8Other
    
    
    50.2
    
    
    
    42.5
    
    
    
    44.0100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Tonics:Paso de los Toros
    
    
    74.8
    %
    
    
    83.0
    %
    
    
    89.0
    %Fanta Tónica
    
    
    15.2
    
    
    
    10.5
    
    
    
    7.4Other
    
    
    10.0
    
    
    
    6.5
    
    
    
    3.6100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Other Beverages In addition to Coca-Cola soft drinks, we, through Vital, produce and sell
juices and mineral water in Chile under the labels Andifrut, Néctar, Andina,
Capo, Hi-C and Vital. In Brazil, we distribute beer under the Kaiser, Bavaria,
Heineken and Santa Cerva label and mineral water under the Bonaqua and Caxambu
label; and we also sell and distribute ready to drink juices named Kapo, energy
drinks named Burn and Nestea iced tea. In Argentina, we distribute ready to drink juices Hi-C, which compete with
other recognized brands such as Ades, Baggio and Cepita. We also produce and
sell mineral water Kin (with and without gas) and soda Kin, which compete with
well-known brands, like Villavicencio, Eco de Los Andes and Glaciar. The trademarks Andifrut, Néctar Andina, Kapo, Hi-C, Bonaqua and Vital are
owned by The Coca-Cola Company. We produce and/or sell non-soft drink beverages
bearing these trademarks under bottling agreements with The Coca-Cola Company. Juices and Mineral Water in Chile Through Vital, we compete in the fruit juice, nectar and mineral water
segments of the beverage market in Chile. Vital sells non-soft drink beverage
products under five different brand names: Andifrut (natural fruit juices),
Néctar Andina (fruit nectars), Kapo (artificially flavored fruit drinks), Hi-C
(fruit refreshment with vitamins) and Vital (mineral water). Sales.In 2003, net sales of juices and mineral water in Chile represented
7.6% of our consolidated net sales. On a consolidated basis, sales of juices
and mineral water in Chile were Ch$29,311 million, reflecting additional
revenue we received from Vitals sales to third parties. During 2003, the juice
and mineral water industry experienced an 4.3% increase in sales volume. The
following table sets forth, for the periods indicated, Vitals net sales and
sales by volume of of juices and mineral water: 42




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##### Table of Contents



Juices and Mineral Water Sales by Net Sales and Volume(1) Year-ended December 31,2001
    
    2002
    
    2003(in millions of Ch$ and UCs)Andifrut
    
    Ch$
    6,651
    
    
    
    4.1
    UCs
    
    Ch$
    6,257
    
    
    
    3.7
    UCs

    
    Ch$
    6,529
    
    
    
    3.7
    UCsNéctar Andina
    
    
    5,033
    
    
    
    2.8
    
    
    
    4,695
    
    
    
    2.7
    
    
    
    4,984
    
    
    
    3.0Kapo
    
    
    7,624
    
    
    
    5.1
    
    
    
    4,384
    
    
    
    3.5
    
    
    
    3,960
    
    
    
    3.2HI-C
    
    
    
    
    
    
    
    
    
    
    153
    
    
    
    0.1
    
    
    
    795
    
    
    
    0.4Vital (mineral water)
    
    
    9,135
    
    
    
    8.5
    
    
    
    7,967
    
    
    
    8.2
    
    
    
    8,181
    
    
    
    8.6Total(2)
    
    Ch$
    28,443
    
    
    
    20.5
    UCs

    
    Ch$
    23,456
    
    
    
    18.2
    UCs

    
    Ch$
    24,449
    
    
    
    18.9
    UCs
   (1)
    
    For purposes of this table, sales include sales of liquid (not including
packaging and distribution) less any discounts.(2)
    
    Includes sales to related companies which is eliminated upon
consolidation. Marketing.Marketing and promotion programs, including television, radio
and print advertising, point of sale advertising, sales promotions and
entertainment are developed by The Coca-Cola Company for all Vital products. Customers and Distribution. Vital juices and mineral water throughout
Chile are distributed by means of distribution agreements with us and two other
Coca-Cola bottlers. In 2003, Andina distributed approximately 56% of Vitals
products, and the other two Coca-Cola bottlers in Chile distributed an
aggregate of 44%. Each Coca-Cola bottler in Chile distributes Vital products
in its respective franchise territory. Under Vitals distribution arrangements,
each bottler has the exclusive right to distribute juices and mineral water in
its territory and each agrees not to distribute competing products. Our management believes that our distribution arrangements for juices and
mineral water provide an effective means of distributing those products
throughout Chile using the extensive distribution system of the Coca-Cola
bottlers. We have a good working relationship with the Coca-Cola bottlers that
distribute juices and mineral water. If any Coca-Cola bottler were to cease
distribution, our management believes (but we cannot assure you that) it could
arrange alternative distribution arrangements, but the transition to the new
arrangements could involve significant delays in distributing products and
would involve additional costs and an initial reduction in sales. Competition.Vitals principal competitors are Cachantún-Mineral Water and
Watts juices (CCU), Corpora Tres Montes (Yuz) and four of the leading dairy
producers in Chile: Soprole S.A. (Soprole), Loncoleche S.A. (Loncoleche),
Nestlé Chile S.A. and Parmalat. Watts and Loncoleche are both subsidiaries of
Santa Carolina S.A. (Santa Carolina). 43




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##### Table of Contents



The following table sets forth, for the periods indicated, our estimates
of the market shares for Vital and its principal competitors. Vitals products
are shown in bold. This information corresponds to market share measured at
the end of each year. Vitals Market Share by Product Year ended December 31,2001
    
    2002
    
    2003Mineral water:Cachantún (CCU)
    
    
    61
    %
    
    
    61
    %
    
    
    62
    %Vital
    
    
    30
    
    
    
    28
    
    
    
    30Porvenir (CCU)
    
    
    2
    
    
    
    2
    
    
    
    3Other
    
    
    7
    
    
    
    9
    
    
    
    5100
    %
    
    
    100
    %
    
    
    100
    %Fruit Juices and Nectars:Kapo
    
    
    18
    %
    
    
    16
    %
    
    
    11
    %Néctar Andina
    
    
    10
    
    
    
    10
    
    
    
    11Andifrut
    
    
    11
    
    
    
    10
    
    
    
    10HI-C
    
    
    0
    
    
    
    0
    
    
    
    2Watts
    
    
    25
    
    
    
    28
    
    
    
    33Corpora Tres Montes (Yuz)
    
    
    13
    
    
    
    11
    
    
    
    11Soprole
    
    
    9
    
    
    
    11
    
    
    
    10Others
    
    
    14
    
    
    
    14
    
    
    
    12100
    %
    
    
    100
    %
    
    
    100
    %
 The Chilean market for fruit flavored beverages also includes low-cost,
lower-quality fruit juice concentrates and artificially flavored powdered
beverage mixes. We do not consider these products to compete with our juice and
mineral water business because we believe that these products are of lower
quality and value. Beer, Juices and Mineral Water in Brazil Sales. In 2003, net sales of beer, juices, mineral water, tea and energy
drinks in Brazil were Ch$10.519 million, representing 2.7% of our consolidated
net sales. Refrescos uses its distribution system to distribute beers in the
Brazilian territory. Refrescos started distributing beer in the 1980s as a
result of the acquisition of Kaiser by the Coca-Cola bottlers in Brazil. In
March 2002, the Canadian brewing company Molson Inc. acquired Cervejarias
Kaiser S.A. (Kaiser), in which Refrescos indirectly owned a 3.8% interest.
Refrescos buys beer from Kaiser at a price determined by Kaiser and resells it
at a fixed margin. In the case of certain discount sales that have been
approved by Kaiser, Kaiser shares 50% of the cost of such discounts. In 2003,
Refrescos net sales of beer were Ch$6,536 million, of which Kaiser brand beer
accounted for 23%, Santa Cerva for 21% and Bavaria for 56% of net sales. Competition.In the beer sector, Refrescos main competitor is Ambev.
According to A/C Nielsen in 2003, beer sold by Kaiser and Ambev accounted for
4.0% and 72.5% respectively, of the total sales of beer by volume in the
Brazilian territory. The Distribution Agreements.On March 19, 2002, the Coca-Cola Company,
Kaiser, Molson Inc. and the Brazilian Association of Coca-Cola Manufacturers
(AFBCC) (all distributors, including Refrescos, were represented by AFBCC)
entered into an agreement which sets forth the general principles that will be
applied by Kaiser and its distributors, including Refrescos, in the
distribution of beer bottled or imported by Kaiser through the Coca-Cola
distribution system. On May 30, 2003, Kaiser and its distributors executed a
new twenty-year distribution agreement which is renewable for another
twenty-year period. 44




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##### Table of Contents



Refrescos is not allowed to produce, bottle, sell or obtain any interest
in any bottled or tap beer under any other label or in any bottle or packaging
that could be confused with brand beers, except pursuant to an independent
agreement between Refrescos and Kaiser. Under the terms of the Kaiser distribution agreement, Kaiser assumes all
responsibility for planning and managing publicity, marketing and promotional
activities related to Kaiser beer brands. Refrescos, however, is free to
undertake marketing or promotional activities that receive Kaisers prior
approval. The parties have agreed to assume joint responsibility for the costs
of certain promotional activities (radio or television) and for certain outdoor
events which take place in the Rio de Janeiro region. Refrescos has agreed to
devote at least 3% of its gross sales of Kaiser products (net of taxes) to such
promotional activities or events. Refrescos is prohibited from assigning, transferring, or otherwise
encumbering the Kaiser distribution agreement or any interest therein for the
benefit of third parties without prior written consent from Kaiser. Kaiser may
terminate the Kaiser distribution agreement immediately in the event that
Refrescos (i) declares bankruptcy, is made a party to bankruptcy proceedings or
is placed under judicial administration, (ii) is dissolved or liquidated or its
assets are nationalized, expropriated, attached or intervened, (iii) undergoes
a change of business or of control, (iv) ceases to be a franchisee of The
Coca-Cola Company or (v) causes a material breach of the Kaiser distribution
agreement. In addition, Kaiser may terminate the Kaiser distribution agreement
three months after delivery of notice that Refrescos is not complying with any
other terms thereof. Refrescos may terminate the Kaiser distribution agreement
in the event of a material breach thereof by Kaiser. PET Packaging Business Overview and Background During 2003, we produced PET packaging through our affiliate Envases CMF
S.A. (Envases CMF) in Chile and our subsidiary Edasa  División empaquesin
Argentina, which we refer to as the Edasa Packaging Division. Envases CMF is
a joint venture between the Company and Cristalerías de Chile S.A.
(Cristalerías), created on June 29, 2001 to strengthen our and their plastic
packaging business. We maintain a 50% interest in the joint venture while
Cristalerías retains the remaining 50% interest. The joint venture combines
the PET packaging operations that we and Cristalerías handled through our
respective subsidiaries Multipack and Crowpla Reicolite S.A. In order to
accomplish the joint venture, we indirectly acquired a 50% stake in Crowpla
Reicolite S.A. (today Envases CMF), contributing the assets necessary to
further the development of the joint venture from Multipack. Multipack was
established in 1991 in cooperation with The Coca-Cola Company as the sole
manufacturer of returnable PET bottles for all Coca-Cola bottlers in Chile. Up
until June 2001, Multipack was the largest producer of PET containers in Chile.
Since then, Envases CMF has become the most important producer of PET
containers in the national market. The Edasa Packaging Division was established in 1987 by the Coca-Cola
Company and Cia. Argentina Belga S.A., and was acquired by us as part of
transactions with The Coca-Cola Company in December 1996. On January 1, 2003,
Cipet was merged into Edasa. In 2003, the Edasa Packaging Division was one of
the largest producers of PET products in Argentina. In Brazil, we and
Continental established Solução PET as a 50/50 joint venture with total capital
of US$34.5 million. This joint venture was terminated on March 31, 2000 by
mutual agreement and the operations of Solução PET were discontinued. See
Part A. History and Development of the CompanyHistoryGeneralPET Joint
Venture. We produce both returnable and non-returnable PET bottles. The Coca-Cola
Company acquired the exclusive right to use certain PET technology from
Continental in 1991 and has sub-licensed that technology to certain
PET-manufacturers that produce Coca-Cola PET bottles, including Envases CMF in
Chile and the Edasa Packaging Division in Argentina. The sublicense held by the
Edasa Packaging Division expires in July 2007 and is
automatically renewable. The sublicense held by CMF Envases 45




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##### Table of Contents



expires in December 2006. We cannot assure you that the sublicenses will
be renewed after such two-year renewal (if exercised by CMF Envases or the
Edasa Packaging Division, as applicable) expires. As a returnable packaging
material, PET is considered superior to glass because it is lightweight,
difficult to break, transparent and easily recyclable. In the markets where it
has been introduced, PET packaging has almost entirely replaced glass for
manufacturing returnable bottles. On average, returnable PET bottles can be
used up to 12 times. Non-returnable PET bottles also are produced in various
sizes and are used by a variety of soft drink producers and, in Chile, by
producers of edible oil products. Sales In 2003, the Edasa Packaging Division had net sales of Ch$21,522 million
with sales to affiliates representing 48% of such sales. The Edasa Packaging
Division also sold PET bottles to third parties accounting for approximately
Ch$11,262 million or 52% of the Edasa Packaging Divisions net sales. The following table sets forth, for the periods indicated, our net sales
in Chile and Argentina of our PET packaging products to third parties: Net Sales of PET Packaging Products to Third Parties Year ended December 31,2001
    
    2002
    
    2003(in millions of Ch$)Chile:Returnable PET bottles
    
    Ch$
    1,067
    
    
    
    
    
    
    
    Non-returnable PET bottles
    
    
    2,047
    
    
    
    
    
    
    
    Other PET products
    
    
    975
    
    
    
    
    
    
    
    Total(1)
    
    Ch$
    4,089
    
    
    
    
    
    
    
    Argentina:Returnable PET bottles
    
    Ch$
    706
    
    
    Ch$
    782
    
    
    Ch$
    961Non-returnable PET bottles
    
    
    301
    
    
    
    114
    
    
    
    30Other PET products
    
    
    14,583
    
    
    
    13,783
    
    
    
    10,271Total(1)
    
    Ch$
    15,590
    
    
    Ch$
    14,679
    
    
    Ch$
    11,262
   (1)
    
    Excludes sales to related companies, which are eliminated upon
consolidation. Competition We are the sole supplier of returnable PET bottles for Coca-Cola bottlers
in Argentina and Chile and, under the terms of our PET contracts with such
bottlers, we may produce returnable PET bottles only for Coca-Cola bottlers.
Due to pre-existing agreements between The Coca-Cola Company and other
Coca-Cola bottlers throughout South America, we must obtain the consent and
assistance of The Coca-Cola Company to expand our sales of returnable PET
bottles. In Chile, we have two principal competitors in the nonreturnable PET
bottles market: (i) Strong Chemicals Ltda., the principal Chilean manufacturer
of polyvinyl chloride (PVC) plastic bottles for edible oils, and (ii) Plasco
S.A., the exclusive supplier of PET bottles for ECUSA. In Argentina, we compete principally with Amcor (ex-Schmalbac-Lubeca) that
bought Alusud S.A. (Alcoa) in Argentina and also bought Schmalbac-Lubeca in
Brazil. Another competitor in Argentina is Alpla S.A. The Edasa Packaging
Division is the exclusive supplier of returnable PET bottles to all Coca-Cola
bottlers in 46




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##### Table of Contents



Argentina. In Brazil, Solução PET, which commenced operations in January
1997, was the exclusive supplier for all PET bottle requirements of Refrescos
until March 31, 2000 when its operation was discontinued. Since April 2000,
Refrescos has purchased all its PET packaging from Braspet, a Brazilian PET
bottle manufacturer. Since 2003, Refrescos has purchased 60% of all its PET
packaging from Amcor, a global PET bottle manufacturer, and 40% from Cipet. In addition, various bottle manufacturers produce returnable PET bottles
in Chile and other South American countries for competitors of The Coca-Cola
Company, and numerous manufacturers in various countries produce non-returnable
PET bottles for beverages and other products. Raw Materials and Supplies Numerous raw materials, including, without limitation, sugar, resin, and
aluminum, are used in producing our beverages and containers. We have
purchased these raw materials from both domestic and international suppliers.
Because we are often required to purchase raw materials in the international
markets using U.S. dollars, we are subject to local currency risk in each of
our operations. If the Chilean peso, Brazilian real or Argentine peso were to
lose value against the U.S. dollar, the cost of certain raw materials could
rise significantly, which, in turn, could adversely affect our net income. We
cannot assure you that these currencies will not lose value against the U.S.
dollar in the future. Soft Drink Business The principal raw materials used in the production of Coca-Cola soft
drinks are concentrate, sweetener, water and carbon dioxide gas. Production
also requires glass and plastic bottles, bottle tops and labels. Water used in
soft drink production is treated for impurities and adjusted for taste reasons.
All raw materials, especially water, are subjected to continuous quality
control. Chile We purchase concentrate at prices established by The Coca-Cola Company. We
purchase sugar primarily from Industria Azucarera Nacional S.A. (the only
producer of sugar in Chile) although we may purchase sugar on the international
market when prices are favorable, and have done so on occasion. 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.
Artificial sweeteners are purchased from Inducorn S.A. We obtain carbon dioxide
gas from Praxair S.A. Andinas affiliate Envases CMF, produces returnable PET
bottles and most of the non-returnable PET bottles we use. We purchase glass
bottles principally from Cristalerías de Chile S.A. and Cattorini Hnos.
S.A.I.C.F.e.i. Bottle tops and labels are purchased from Alusud, Mecesa, Tapón
Corona Colombia and other suppliers. In 2003, principal raw materials (including packaging) accounted for 78%
of the total cost of sales for our Coca-Cola soft drinks in Chile. As a
percentage of total costs of raw materials, the cost of concentrate accounted
for 45.8%, sugar and artificial sweeteners for 16.2%, cans for 23.5%, one-way
bottles account for 11.1%, bottle tops for 2.7%, and carbon dioxide gas for
0.7%. Water did not constitute a significant raw material cost. Brazil Refrescos purchases concentrate at prices established by The Coca-Cola
Company in the city of Manaus, which has been designated as a duty-free
development zone by the Brazilian government. It purchases sugar from Brazilian
suppliers, in particular from Copersucar Ltda., carbon dioxide gas from
Companhia White Martins Gases S.A. and AGA S.A., bottles from Amcor, Cipet and
Cía. Ind. Sao Paulo e Rio (Cisper), and metal bottle caps from Aro. Refrescos
purchases water from the municipality of Rio de Janeiro. 47




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In 2003, principal raw materials (including packaging) accounted for 71.1%
of total costs of sales for Refrescos soft drinks. As a percentage of total
Refrescos raw material costs, the concentrate accounted for approximately
23.2%, bottles for 29.4%, cans for 25.7%, sugar and artificial sweeteners for
17.1%, bottle tops for 3.8% and carbon dioxide gas for 0.7%. Argentina Edasa purchases concentrate at prices established by The Coca-Cola
Company. Edasa purchases sugar from Ing. y Refinería San Martín de Tabacal
S.A., Cía. Azucarera Concepción S.A., and Ledesma S.A.; sweeteners (light) from
Productos de Maíz S.A. and carbon dioxide gas from Praxair S.A. and Air Liquide
S.A. Edasa purchases non-returnable and returnable PET bottles from Edasa
Packaging Division Cipet, and glass bottles from Cattorini Hermanos, and bottle
caps from Alusud S.A., Ravisud S.A., Aluplata S.A. and Metalgráfica Cearense
S.A. In the provinces of Cordoba, Edasa owns water wells and extracts water for
soft drink production. Edasa buys water from Aguas Cordobesas S.A., for other
purposes. Edasa also buys stretch wrap from Manuli S.A. and Urflex S.A; shrink
wrap from Plastiandino S.A., Sanlufilm S.A. and Plásticos La Rioja S.A.; and
carton from Zucamor S.A.I.C.F.I. y A. and Cartocor S.A. In 2003, principal raw materials accounted for 72.6% of total costs of
sales for Edasa soft drinks. As a percentage of total Edasa raw material costs,
the cost of concentrate accounted for approximately 44.8%, bottles for 25.5%,
sugar for 21.8%, cans for 3.1%, bottle tops for 4.0% and carbon dioxide gas for
0.8%. Other Beverages The principal raw materials used by Vital in the production of juices and
mineral water are sweetener, fruit pulps and juices, flavors and aromas, and
citric acid. Production of carbonated mineral water requires carbon dioxide
gas. In 2003, the cost of raw materials (including packaging) accounted for 94%
of the total cost of sales for Vital juices and mineral water. As a percentage
of total Vital raw material costs, the cost of fruit pulp and juices accounted
for 9.9%, sugar and artificial sweeteners for 8.7%, flavors aromas and citric
acid for 21.8%, containers for 40.3%, packaging material for 5.5%, and carbon dioxide gas
for 0.3%. PET Packaging The principal raw material required for production of PET bottles is PET
resin imported in the form of pellets from Mexico and Brazil. The principal
suppliers of PET resin for the Edasa Packaging Division are Voridian Arg.SRL,
Rhodia Ster LTD, Far Eastern Textile LTD and Vinmar Int.LTD (Nanya). In 2003,
the Edasa Packaging Divisions cost of PET resin accounted for 96% of the total
variable cost of its sales of PET bottles. Seasonality Each of our lines of business is seasonal. Most of our beverage products
have their highest sales levels in the South American summer (October through
March), with the exception of nectar products, which have a higher sales volume
in the South American winter (April through September). Our Chilean and
Argentine operations experience higher levels of seasonal price fluctuations
than our Brazilian operations. The following table sets forth, for the year
ended December 31, 2003, our quarterly sales by principal lines of business: 48




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Seasonality of the Companys Sales in 2003 Soft Drinks
    
    Other Beverages(1)Production
    
    % of total
    
    Production
    
    % of total(millions of
    
    annual
    
    (millions of
    
    annualUCs)
    
    production
    
    UCs)
    
    productionChile:1st Quarter
    
    
    25.9
    UCs
    
    
    24.4
    %
    
    
    5.4
    UCs

    
    
    29.0
    %2nd Quarter
    
    
    22.7
    
    
    
    21.4
    
    
    
    3.9
    
    
    
    21.03rd Quarter
    
    
    24.4
    
    
    
    23.0
    
    
    
    4.2
    
    
    
    22.04th Quarter
    
    
    33.0
    
    
    
    31.2
    
    
    
    5.4
    
    
    
    28.0Total
    
    
    106.0
    UCs

    
    
    100.0
    %
    
    
    18.9
    UCs

    
    
    100.0
    %Brazil:1st Quarter
    
    
    34.4
    
    
    
    26.9
    %
    
    
    1.6
    
    
    
    25.4
    %2nd Quarter
    
    
    28.6
    
    
    
    22.4
    
    
    
    1.4
    
    
    
    21.43rd Quarter
    
    
    27.3
    
    
    
    21.3
    
    
    
    1.5
    
    
    
    24.24th Quarter
    
    
    37.5
    
    
    
    29.4
    
    
    
    1.8
    
    
    
    29.0Total
    
    
    127.8
    UCs

    
    
    100.0
    %
    
    
    6.3
    UCs

    
    
    100.0
    %Argentina:1st Quarter
    
    
    20.4
    
    
    
    25.0
    %
    
    
    0.5
    
    
    
    25.9
    %2nd Quarter
    
    
    15.9
    
    
    
    19.4
    
    
    
    0.4
    
    
    
    21.13rd Quarter
    
    
    19.1
    
    
    
    23.4
    
    
    
    0.4
    
    
    
    21.14th Quarter
    
    
    26.3
    
    
    
    32.2
    
    
    
    0.5
    
    
    
    31.9Total
    
    
    81.7
    UCs

    
    
    100.0
    %
    
    
    1.8
    UCs

    
    
    100.0
    %
   (1)
    
    In Chile and Argentina, Other Beverages includes fruit juices and
mineral water. In Brazil, it includes beer, mineral water, Kapo, Burn and
Nestea. Regulation General We are subject to the full range of government regulations generally
applicable to companies engaged in business in our franchise territories,
including but not limited to labor, social security, public health, consumer
protection, environmental, sanitation, employee safety, securities and
anti-trust laws. Currently, no material legal or administrative proceedings are
pending against us with respect to any regulatory matter in any of our
franchise territories except those listed as such in Item 8. Financial
InformationLegal Proceedings. We believe, to the best of our knowledge, that
we are in compliance in all material respects with applicable statutory and
administrative regulations relating to our business. Chile.There are no special licenses or permits required to manufacture
and distribute soft drinks and juices in the Chilean territory. Food and
beverage producers in Chile, however, must obtain authorization from (and their
activities are subject to supervision by) the Chilean Environmental Protection
Services (Servicio Sanitario Metropolitano del Ambiente), which inspects plants
and takes liquid samples for analysis on a regular basis. Our permit from the
Environmental Protection Authority was obtained on January 8, 1992 and is in
effect indefinitely. In addition, production and distribution of mineral water
is subject to special regulation such that mineral water may be drawn only from
sources designated for such purpose by presidential decree. Certification of
compliance with such decree is provided by the National Health Service
(Servicio de Salud Metropolitano del Ambiente, or SESMA). Our mineral water
production facilities have received the required certification. Brazil.Labor laws, in addition to mandating employee benefits, include
regulations to ensure sanitary and safe working conditions in our production
facilities located in Brazil. Food and beverage producers in Brazil must
register their products with and receive a ten-year permit from the Ministry of
Agriculture and Provisioning and 49




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the Ministry of Health,
which oversees diet products (together, the Ministry). Our permits from the
Ministry are valid and in force. Although we cannot assure you that they will
be renewed, we have not experienced any material difficulties in renewing our
permits nor do we expect to experience any difficulties in the future. The
Ministry does not regularly inspect facilities but sends inspectors to
investigate any complaints it receives. Argentina.While most laws applicable to Edasa are enforced at the federal
level, some, such as sanitary and environmental regulations, are primarily
enforced by provincial and municipal governments. There are no licenses or
permits required for the manufacture or distribution of Coca-Cola soft drinks
in the Argentine territory. However, our production facilities are subject to
registration with federal and provincial authorities and to supervision by
municipal health agencies, which certify compliance with applicable laws. Environmental Matters It is our policy to conduct environmentally sound operations on a basis
consistent with applicable laws and with criteria established by The Coca-Cola
Company. Although regulation of matters relating to protection of the
environment is not as well developed in the franchise territories as in the
United States, we expect that additional laws and regulations may be enacted in
the future with respect to environmental matters affecting us that may impose
additional restrictions on us which could materially or adversely affect our
results of operation in the future. There are no material legal or
administrative proceedings pending against us in any of the franchise
territories with respect to environmental matters, and we believe that to the
best of our knowledge we are in compliance in all material respects with all
environmental regulations applicable to us. Chile. The Chilean government has several regulations governing
environmental matters relating to our operations. For instance, Law 3,133
regulates discharge of residual industrial waste, and the Sanitary Code
contains provisions relating to liquid and solid waste disposal, basic
environmental conditions in the workplace, and the protection of water for
human consumption. On February 23, 1993, the Chilean government published
regulations that updated the provisions of Law 3,133. These regulations place
limits on the disposal of harmful substances which may be hazardous to water
used in irrigation or water for consumption by people or animals without prior
authorization from the Ministry of Public Works and a favorable determination
from the Superintendency of Sanitary Services. The regulations also mandate
governmental approval of any systems to treat or discharge liquid industrial
waste. In December 1996, we completed a new liquid industrial waste treatment
plant to comply in advance with Chilean liquid waste emissions standards, which
have been in effect since August 1998. Law 19,300, passed in March 1994, addresses general environmental concerns
that may be applicable to our activities and which, if applicable, would
require us to hire independent experts to conduct environmental impact studies
or declarations of any future projects or activities that could be impacted by
the regulations of Law 19,300. Law 19,300 creates the National Commission on
the Environment, which is supported by regional commissions to supervise
environmental impact studies and declarations for all new projects, to enforce
the regulations of Law 19,300 and to grant discretionary power to regulators.
There can be no assurance that future legislative regulatory developments will
not impose further restrictions that would be material to our operations in
Chile. In 1997, the municipality of San Joaquín, that is part of the Santiago
Metropolitan region where our Santiago production facilities are located,
presented to the Chilean housing and zoning authorities an environmental impact
study to assess whether certain manufacturing facilities in the San Joaquin
area, including our manufacturing facilities, were properly zoned in an area
for exclusive industrial use. The study, carried out with our cooperation, was
commissioned as required by a Santiago zoning act passed in November 1994.
Although we believe the relevant authorities will concur with the studys
assessment that our plant is properly zoned, we cannot assure you that the
Chilean authorities will not overrule the study and require us to relocate our 50




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production facility to another area of the Santiago metropolitan region
which could adversely impact our financial results or operations. In 2001, we made a series of presentations to the municipality of San
Joaquin to renew the permits required for construction of our facilities in San
Joaquin. However, regarding environmental conditions, we are participating in a
regulation process for our facilities in the Municipality of San Joaquin, for
which we presented the revision and it was determined that the breaches
specifically include subjects related to noises of generator N°5, the creation
of a security warehouse for chemical agents and flammables, and the level of
contamination of the generated gases that would not be apt to work in the case
of environmental pre-emergency days, and this process is needed for the
unfreezing process. For this, the Company maintains a regulatory plan. At present and within the framework of the Integrated Management System,
an Environmental Management System is being implemented at the Carlos
Valdovinos plant. This system includes evaluations of environmental impact,
training activities and the elaboration of procedures and environmental
requirements. There is a monthly table regarding environmental management
indicators and it enables to monitor the usage behavior of renewable and
nonrenewable resources, with a minimalist policy which entails continuous
improvement goals. The objective is to first try to certify the Environmental
Management System of Coca-Cola named EKO system, and later, if possible due to
the location of the plant, obtain the ISO 14001 Certification. During 2003, the plants of Rengo and Vital certified for their production
processes, the HACCP system under the Codex Alimentarius, as well as the Carlos
Valdovinos plant. We believe to the best of our knowledge that we are in compliance, in all
material respects, with other Chilean environmental standards. Brazil.Our Brazilian operations are subject to several environmental
laws, none of which currently impose substantial restrictions on us. The
federal constitution established the broad guidelines for the new treatment
afforded environmental concerns, dedicating an entire chapter (Chapter VI,
Article 225) to the protection of the environment, along with several other
articles related to the environmental law and urban law. Environmental issues
are regulated at the federal, state and municipal levels and the Brazilian
Constitution empowers the public authorities to develop regulations designed to
preserve and restore the environment and to control industrial processes that
affect human life. Violations of these regulations are subject to criminal,
civil and administrative penalties. In addition, Law No. 6,938 of August 31, 1981, known as the Brazilian
Environmental Policy, introduced an entirely different environmental regime.
There is no longer any environmental damage that is exempt from coverage. The
legislation is based on the idea that even a polluting waste tolerated under
the established standards could cause environmental damage, and therefore
subjects the party causing such damage to payment of an indemnity. Moreover, as
mentioned above, activities damaging to the environment lead to criminal and
administrative penalties, provided for in Law 9,605 of February 12, 1998
(Environmental Crimes Act). Numerous governmental bodies have jurisdiction over environmental matters.
At the federal level, the Ministério do Meio Ambiente(the environmental
ministry) and the Conselho Nacional do Meio-Ambiente(CONAMA) dictate
environmental policy, including without limitation initiating environmental
improvement projects, establishing a system of fines and administrative
penalties and reaching agreements on environmental matters with offending
industries. The Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais
Renováveis(IBAMA) enforces environmental regulations set by CONAMA. In
addition, various federal authorities have jurisdiction over specific
industrial sectors, but none of these currently affect us. Finally, various
state and local authorities regulate environmental matters in the Brazilian
territory including the Fundação Estadual de 51




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Engenharia do Meio-Ambiente(FEEMA), the principal environmental
authority in Rio de Janeiro. FEEMA periodically inspects industrial sites and
tests liquid waste for contamination. We believe to the best of our knowledge
that we are materially in compliance with the standards established by all the
governmental authorities applicable to our operations. We cannot assure you,
however, that additional regulations will not be enacted in the future, and
that such restrictions would not have a material effect on our results or
operations. Argentina.The Argentine Constitution, as amended in 1994, allows any
individual who believes a third party may be damaging the environment to
initiate an action against it. No such action has ever been instituted against
us, but we cannot assure you that an action will not be brought in the future.
Though provincial governments have primary regulatory authority over
environmental matters, municipal and federal authorities are also competent to
enact laws on environmental issues. Thus, municipalities are competent on local
environmental matters, such as waste management, while the federal government
regulates interprovincial environmental issues, such as transport of hazardous
waste or environmental matters covered by international treaties. On July 2002, the National Congress enacted federal Law No. 25,612
Industrial Residual and on November, 2002, Law No. 25,675 General
Environmental Law establishing minimum guidelines for the protection of the
sustainable environmental management and the protection of biodiversity,
applicable throughout the Argentine Republic. The law establishes the
purposes, principles and instruments of the national environmental policy, the
concept of minimum guidelines, the judicial competence and the rules
governing environmental education and information, citizens participation and
self-management, among other provisions. Provincial governments within the Argentine territory have enacted
framework laws concerning preservation of the environment (Law No. 7,343 in
Córdoba, Law No. 5,961 in Mendoza and Law No. 11.717 in Santa Fe). These laws
contain principles on environmental policy and management, as well as rules on
environmental impact assessment. They also give certain agencies competence in
environmental issues. Almost all provinces as well as many municipalities have enacted laws
regarding the use of water, the sewage system and the disposal of liquids into
underground flows of water or rivers. There are currently no claims pending
against us on this matter. The violation of these laws usually results in
fines. C. Organizational Structure The following table presents information relating to our ownership
interest and the percentage of our consolidated total net revenues represented
by our subsidiaries as of December 31, 2003. 52




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Country of
    
    
    
    
    
    Percentage of ourSubsidiary
    
    Activity
    
    incorporation
    Percentage ownership
    total net revenuesVital S.A.
    
    Operation of
industrial
facilities engaged
in the manufacture,
production,
processing,
distribution and
marketing in
general of all food
products and
particularly of all
kinds of mineral
water, juices, soft
drinks and
beverages in
general
    
    Chile
    
    
    99.99
    
    
    
    2.8Envases Multipack
S.A.
    
    Manufacturing,
processing,
acquisition and
marketing of all
types of containers
and packaging
    
    Chile
    
    
    99.99
    
    
    NAServicios
Multivending Ltda.
    
    Retail sale of
consumer products
through automatic
vending machines
    
    Chile
    
    
    99.99
    
    
    
    0.5Transportes Andina
Refrescos Ltda.
    
    Provision and
exploitation of and
management of
national and
international land
transportation
    
    Chile
    
    
    99.99
    
    
    NARío de Janeiro
Refrescos Ltda.
    
    Production and sale
of alcoholic and
non-alcoholic
beverages, mineral
water, nectars,
syrups, powdered
juices and other
related semi
processed products
as well as any
operations related
    
    Brazil
    
    
    99.99
    
    
    
    30.7Embotelladora del
Atlántico S.A.
    
    Produce, bottle,
distribute and sell
non-alcoholic
beverages, design, production and sale of plastic products derived
from the plastic industry, mainly in the packaging area
    
    Argentina
    
    
    99.99
    
    
    
    19.1Abisa Corp. S.A.
    
    Investment Company
    
    British Virgin Islands
    
    
    99.99
    
    
    NA
 D. Property, Plant and Equipment We maintain production plants in each of the principal population centers
that comprise the franchise territories. In addition, we maintain distribution
centers and administrative offices in each of the franchise territories. The
following table sets forth our principal properties and facilities in each of
the franchise territories, setting forth in square meters the combined size of
offices, plants and warehouses at each facility: 53




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Location
    
    Principal Use
    
    Size(m2)Chile:Santiago
    
    Offices; Coca-Cola soft drinks production/Warehouse
    
    
    362,964Rancagua
    
    Warehouse/Storage
    
    
    24,061San Antonio
    
    Warehouse/Storage
    
    
    19,842Renca
    
    Offices; Juice production
    
    
    40,000Rengo
    
    Mineral water production
    
    
    12,375Brazil:Itaoca
    
    Warehouse
    
    
    76,866Bangú
    
    Warehouse
    
    
    44,614Jacarepaguá
    
    Offices; Coca-Cola soft drinks production/Warehouse
    
    
    185,372Vitória
    
    Warehouse; Coca-Cola soft drinks production
    
    
    93,320Itambi
    
    Warehouse
    
    
    131,420Governador Valadares
    
    Warehouse
    
    
    20,000Cabo Frio
    
    Warehouse
    
    
    1,985Campos
    
    Warehouse
    
    
    24,200Argentina:Mendoza
    
    Offices; Warehouse
    
    
    41,579San Juan
    
    Warehouse; Offices
    
    
    48,036San Luis
    
    Warehouse; Offices
    
    
    6,069Rosario (Santa Fe)
    
    Offices; Warehouse
    
    
    28,070Santo Tomé (Santa Fe)
    
    Offices; Warehouse
    
    
    89,774Córdoba
    
    Offices; Coca-Cola soft drinks production/Warehouse
    
    
    923,360Rio IV
    
    Warehouse; Offices
    
    
    7,482Buenos Aires
    
    Offices; PET bottle production
    
    
    27,043
 Our properties are held in fee and are not subject to material
encumbrances. Capacity by Line of Business Set forth below is certain information concerning the installed capacity
and approximate average utilization of our production facilities, by line of
business. 54




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Capacity by Line of Business Year Ended December 31,2002
    
    2003Capacity
    
    
    
    
    
    
    
    
    
    CapacityAnnual
    
    Average
    
    Utilization
    
    Annual
    
    Average
    
    UtilizationTotal
    
    Capacity
    
    During
    
    Total
    
    Capacity
    
    DuringInstalled
    
    Utilization
    
    Peak Month
    
    Installed
    
    Utilization
    
    PeakCapacity
    
    (%)
    
    (%)
    
    Capacity
    
    (%)
    
    Month (%)Coca-Cola soft drinks (millions of UCs):Chile
    
    
    151
    
    
    
    58
    
    
    
    77
    
    
    
    151
    
    
    
    61
    
    
    
    81Brazil
    
    
    184
    
    
    
    72
    
    
    
    85
    
    
    
    216
    
    
    
    60
    
    
    
    72Argentina
    
    
    118
    
    
    
    58
    
    
    
    79
    
    
    
    118
    
    
    
    64
    
    
    
    90Other Beverages (millions of UCs)
    
    
    45
    
    
    
    42
    
    
    
    58
    
    
    
    45
    
    
    
    42
    
    
    
    49PET packaging (millions of bottles)
    
    
    639
    
    
    
    82
    
    
    
    100
    
    
    
    639
    
    
    
    82
    
    
    
    100
 Total installed capacity assumes production of the mix of products and
containers produced in 2003. In 2003, we continued to modernize and renovate
our manufacturing facilities in order to maximize efficiency and productivity.
At present, we estimate we have capacity in each of the franchise territories
to meet consumer demand for each product format. Because bottling is a seasonal
business with significantly higher demand during the South American summer and
because soft drinks are perishable, it is necessary for bottlers to carry
significant over-capacity in order to meet the substantially greater seasonal
demand. We maintain quality control laboratories at each production facility
where raw materials are tested and soft drink samples are analyzed. Chilean territory.As of December 31, 2003, we owned one production
facility with eight production lines for Coca-Cola soft drinks at its facility
in the San Joaquin district of Santiago with total installed annual capacity of
151 million UCs. See Part B. Business OverviewRegulationEnvironmental
Matters with respect to ongoing assessments regarding the San Joaquin
production facilitys continuing compliance with zoning regulations. For
juices and mineral water, we owned one production facility in the Renca
district of Santiago, where Vital operates four fruit juice production lines
and nine Kapo production lines. We owned another production facility in Rengo,
where Vital operates four additional production lines dedicated to production
of mineral water. At December 31, 2003, we owned four distribution centers in
the Chilean territory. Brazilian territory.In March 2002, the Centralli production facility
(located approximately 62 miles from Rio de Janeiro), in which we had a 25%
interest, was closed. After its closure, we acquired the two existing
production lines: a production line for NRPet 600cc and a production line for
aluminum cans and transferred them to our industrial plants in Jacarepaguá and
Vitória, respectively. The production lines began operations at the end of
November 2003, thereby increasing the manufacturing capacity of both
manufacturing plants. In total, Andinas industrial plant structure includes eight production
lines in Jacarepaguá and three in Vitória. Moreover, by November, the RJR
industrial department took over the manufacturing plant of PET bottles from
Amcor. Argentine territory.In July 2002, we closed the plants in Rosario and
Mendoza and consolidated all production operations at the Córdoba plant;
however those facilities in Rosario and Mendoza remain as distribution centers
and administrative offices. As of December 31, 2003, we had seven production
lines at Cordoba facility with total installed annual capacity of 118 million
UCs of Coca-Cola soft drinks. 55




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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS Basis of Presentation The following discussion should be read in conjunction with and is
qualified in its entirety by reference to the Consolidated Financial
Statements, including the Notes thereto. We prepare our financial statements in
accordance with Chilean GAAP, which differs in certain important respects from
U.S. GAAP. Note 23 of the notes to the Consolidated Financial Statements
provides a description of the principal differences between Chilean GAAP and
U.S. GAAP and a reconciliation to U.S. GAAP of net income and total
shareholders equity. Chilean GAAP requires that financial statements recognize the effects of
inflation. Accordingly, all of our financial information, unless otherwise
indicated, has been restated to eliminate the distorting effects of changes in
the purchasing power of the Chilean peso on non-monetary assets and liabilities
and shareholders equity, such that all such information is presented in
comparable monetary terms. The general price-level gain or loss reflected in
the income statement indicates the effect of inflation on our net holdings of
monetary assets and liabilities during a period of inflation. Assets and
liabilities are considered monetary for purposes of general price-level
accounting if their amounts are fixed by contract or otherwise in terms of
number of currency units, regardless of changes in specific prices or in the
general price level. Examples of monetary assets and liabilities include
accounts receivable, accounts payable and cash. Income reported on a U.S. GAAP basis differs from that reported in
accordance with Chilean GAAP principally due to basis differences in property,
plant and equipment, accounting for deferred income taxes, acquisition through
the issuance of shares, difference in accounting for investments in related
companies and different goodwill amounts, difference in accounting for
translation adjustment of foreign investments, difference in joint venture
accounting, and differences in amortization periods for goodwill. The effect of
inflation accounting under Chilean GAAP has not been reversed in the
reconciliation to U.S. GAAP. See Note 23 of the notes to the Consolidated
Financial Statements. Factors Affecting Comparability In July 2001, as a result of the joint venture with Cristalerias de Chile
S.A. by which we formed Envases CMF S.A., we deconsolidated the results of
Multipack and subsequently only recognize the results of Multipack on our
consolidated balance sheets under Investments in related companies. During 2003, there were no changes in the application of Chilean GAAP as
compared to the previous year that could materially affect the comparability of
the financial statements. Critical Accounting Policies Discussion of critical accounting policies In the ordinary course of business, we have made a number of estimates and
assumptions relating to the reporting of our results of operations and
financial position in the preparation of financial statements in conformity
with Chilean GAAP and U.S. GAAP (with respect to the reconciliation of net
income and shareholders equity and additional disclosures required by U.S.
GAAP). We cannot assure you that actual results will not differ from those
estimates. We believe that the following discussion addresses our most critical
accounting policies, which are those that are most important to the portrayal
of our financial condition and results of operations and require managements
most difficult, subjective and complex judgments, often as a result of the need
to make estimates and assumptions about the effect of matters that are
inherently uncertain. For a more 56




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##### Table of Contents



detailed discussion of accounting policies significant to our operations,
please see Note 1 to our Consolidated Financial Statements. Allowance for doubtful accounts We evaluate the collectibility of our trade accounts receivable based on a
number of factors. In circumstances where we are aware of a specific customers
inability to meet its financial obligations to us, a specific reserve for bad
debts is estimated and recorded which reduces the recognized receivable to the
estimated amount we believe will ultimately be collected. In addition to
specific identification of potential bad customer debts, bad debt charges are
recorded based on, among other factors, our recent loss history and an overall
assessment of past due trade accounts receivable amounts outstanding. As of
December 31, 2003, our accounts receivable balance was Ch$53,482 million, net
of allowances for doubtful accounts of Ch$3,071 million. Property, plant and equipment Property, plant and equipment (excluding the technical reappraisal that
occurred in 1979 that was eliminated in the reconciliation to U.S. GAAP) is
recorded at cost plus price-level restatements and is depreciated on a
straight-line basis over the estimated useful lives of such assets. Changes in
circumstances such as technological advances, changes to our business model or
changes in our capital strategy could result in the actual useful lives
differing from our estimates. In those cases where we determine that the useful
life of property, plant and equipment should be shortened, we would depreciate
the net book value in excess of the estimated salvage value over its revised
remaining useful life. Factors such as changes in the planned use of
manufacturing equipment, vending equipment, transportation equipment or
software could result in shortened useful lives. We review long-lived assets
for impairment whenever events or changes in circumstances indicate that the
carrying amount of any such asset may not be recoverable. The estimate of
future cash flow is based upon, among other things, certain assumptions about
expected future operating performance. Our estimates of undiscounted cash
flows may differ from actual cash flows due to, among other things,
technological changes, economic conditions and changes to our business model or
changes in operating performance. If the sum of the projected undiscounted cash
flows (excluding interest) is less than the carrying value of the asset, the
asset will be written down to its estimated fair value. Goodwill and other intangible assets Goodwill and other intangible assets are stated on the basis of cost plus
price-level restatements and are amortized, principally on a straight-line
basis, over the estimated future periods benefited (not exceeding 20 years).
Intangible assets consist primarily of bottling and distribution rights in
specific territories. Goodwill and other intangible assets are periodically
reviewed for impairment whenever events or changes occur that indicate the
carrying value of the business or assets to which they relate may not be
recoverable. As such events or changes occur, management estimates the future
cash flows expected to result from the use and, if applicable, the eventual
disposition of the assets and related goodwill. The key variables which
management must estimate include sales volume, prices, marketing spending and
other economic factors. Significant management judgment is involved in
estimating these variables, and they include inherent uncertainties; however,
the assumptions used are consistent with our internal planning. Therefore,
management periodically evaluates and updates the estimates based on the
conditions that influence these variables. If such assets are considered
impaired, they are written down to fair value as appropriate. In 2002, we
adopted the provisions of Statement of Financial Accounting Standards No. 142
(Goodwill and Other Intangible Assets) for the purposes of U.S. GAAP
reporting. We performed the impairment tests of our goodwill and concluded that
no impairment charge was necessary. 57




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##### Table of Contents



Deferred tax assets We record a valuation allowance to reduce the carrying value of our
deferred tax assets to an amount that is more likely to be realized.
While we have considered future taxable income and prudent and feasible tax
planning strategies in assessing the need for the valuation allowance, should
we determine that it would not be possible to realize all or part of net
deferred tax assets in the future, an adjustment to the carrying value of the
deferred tax assets would be charged to income in the period in which such
determination was made. Liability for deposits for bottles and cases We have a liability for deposits received for bottles and cases provided
to our customers and distributors. The liability represents the deposit value
that we may be required to remit upon receipt of the bottles and cases, in good
condition, along with the original invoice. The liability is not subjected to
price level restatements as per current agreements with customers and
distributors. We estimate the liability based on an annual inventory of bottles
sold to customers and distributors, estimates of bottles in circulation and a
weighted average historical deposit value per bottle or case. Additionally,
because the amount of bottles and cases has generally increased over time, the
liability is presented as a long-term liability. Significant management
judgment is involved in estimating the number of bottles in circulation, the
deposit value that could be subject to redemption and the timing of
disbursements related to this liability. Summary of Operations We engage primarily in the production and distribution of Coca-Cola soft
drinks in Chile, Brazil and Argentina. In Chile, we also produce and distribute
fruit juices, other fruit flavored beverages and mineral water. In Brazil, we
distribute beer, energy drinks, fruit flavored beverages and Nestea iced tea;
and in Argentina, we distribute fruit flavored beverages and soda water. In
addition, we produce PET bottles primarily for our own use and for sale to
other Coca-Cola bottlers in Chile and Argentina. The following table sets forth, for the periods indicated, the net sales
and operating income for our operations in Chile, Brazil and Argentina,
respectively, expressed in each case in millions of Chilean pesos and as a
percentage of consolidated net sales or operating income, as the case may be: Year ended December 31,2001
    
    2002
    
    2003(amounts in millions of Ch$)Net sales:Chile
    
    Ch$
    198,129
    
    
    
    39.5
    %
    
    Ch$
    188,932
    
    
    
    47.0
    %
    
    Ch$
    194,167
    
    
    
    50.2
    %Brazil
    
    
    146,484
    
    
    
    29.2
    
    
    
    144,423
    
    
    
    35.9
    
    
    
    118,635
    
    
    
    30.7Argentina
    
    
    156,788
    
    
    
    31.3
    
    
    
    69,044
    
    
    
    17.2
    
    
    
    76,179
    
    
    
    19.7Intercountry eliminations
    
    
    (52
    )
    
    
    
    
    
    
    (175
    )
    
    
    
    
    
    
    (2,125
    )
    
    
    (0.5
    )Total
    
    Ch$
    501,349
    
    
    
    100.0
    %
    
    Ch$
    402,224
    
    
    
    100.0
    %
    
    Ch$
    386,856
    
    
    
    100.0
    %Operating income:Chile
    
    Ch$
    40,880
    
    
    
    70.4
    %
    
    Ch$
    36,566
    
    
    
    87.2
    %
    
    Ch$
    37,204
    
    
    
    78.0
    %Brazil
    
    
    5,585
    
    
    
    9.6
    
    
    
    5,617
    
    
    
    13.4
    
    
    
    6,991
    
    
    
    14.7Argentina
    
    
    11,611
    
    
    
    20.0
    
    
    
    (247
    )
    
    
    (0.6
    )
    
    
    3,504
    
    
    
    7.3Total
    
    Ch$
    58,076
    
    
    
    100.0
    %
    
    Ch$
    41,937
    
    
    
    100.0
    %
    
    Ch$
    47,700
    
    
    
    100.0
    %
 The following table sets forth, for the periods indicated, the net sales
and operating income contributed by each of our business segments, expressed in
each case in millions of Chilean pesos and as a percentage of consolidated net
sales or operating income, as the case may be: 58




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##### Table of Contents



Year ended December 31,2001
    
    2002
    
    2003(amounts in millions of Ch$)Net sales:Soft drinks
    
    Ch$
    435,978
    
    
    
    87.0
    %
    
    Ch$
    347,785
    
    

    
    86.5
    %
    
    Ch$
    334,986
    
    

    

    86.6
    %Other beverages(1)
    
    
    45,692
    
    
    
    9.1
    
    
    
    39,760
    
    
    
    9.9
    
    
    
    40,609
    
    
    
    10.5Packaging
    
    
    19,679
    
    
    
    3.9
    
    
    
    14,679
    
    
    
    3.6
    
    
    
    11,262
    
    
    
    2.9Total
    
    Ch$
    501,349
    
    
    
    100.0
    %
    
    Ch$
    402,224
    
    
    
    100.0
    %
    
    Ch$
    386,856
    
    
    
    100.0
    %Operating income:Soft drinks
    
    Ch$
    50,970
    
    
    
    87.8
    %
    
    Ch$
    36,036
    
    
    
    85.9
    %
    
    Ch$
    43,294
    
    
    
    90.8
    %Other beverages(1)
    
    
    6,703
    
    
    
    11.5
    
    
    

    4,863
    
    
    
    11.6
    
    
    
    3,698
    
    
    
    7.8Packaging
    
    
    494
    
    
    
    0.8
    
    
    
    1,038
    
    
    
    2.5
    
    
    
    708
    
    
    
    1.5Eliminations and others(2)
    
    
    (91
    )
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    Ch$
    58,076
    
    
    
    100.0
    %
    
    Ch$
    41,937
    
    
    
    100.0
    %
    
    Ch$
    47,700
    
    
    
    100.0
    %
   (1)
    
    Includes, in Chile, juices and mineral water; in Brazil, beer, water,
energy drinks, Nestea products and fruit flavored juices; and in Argentina
fruit flavored juices and water.(2)
    
    Eliminations represent intercompany sales and unrealized profits. The following table sets forth, for the periods indicated, information
derived from our consolidated income statements: Year ended December 31,2001
    
    2002
    
    2003(amounts in millions of Ch$)Net sales
    
    Ch$
    501,349
    
    
    
    100.0
    %
    
    Ch$
    402,224
    
    
    
    100.0
    %
    
    Ch$
    386,856
    
    
    
    100.0
    %Cost of sales
    
    
    (315,231
    )
    
    
    (62.9
    )
    
    
    (264,788
    )
    
    
    (65.8
    )
    
    
    (247,212
    )
    
    
    (63.9
    )Gross profit
    
    
    186,118
    
    
    
    37.1
    
    
    
    137,436
    
    
    
    34.2
    
    
    
    139,644
    
    
    
    36.1Administrative and
selling expenses
    
    
    (128,042
    )
    
    
    (25.5
    )
    
    
    (95,499
    )
    
    
    (23.7
    )
    
    
    (91,944
    )
    
    
    (23.8
    )Operating income
    
    
    58,076
    
    
    
    11.6
    
    
    
    41,937
    
    
    
    10.5
    
    
    
    47,700
    
    
    
    12.3Non-operating
income (expenses),
net
    
    
    (16,152
    )
    
    
    (3.2
    )
    
    
    7
    
    
    
    
    
    
    
    (30,932
    )
    
    
    (8.0
    )Income taxes,
minority interest
(net)
    
    
    (7,524
    )
    
    
    (1.5
    )
    
    
    (8,593
    )
    
    
    (2.1
    )
    
    
    (1,013
    )
    
    
    (0.3
    )Net income
    
    Ch$
    34,400
    
    
    
    6.9
    %
    
    Ch$
    33,351
    
    
    
    8.4
    %
    
    Ch$
    15,755
    
    
    
    4.1
    %
 Results of Operations for the Years Ended December 31, 2002 and 2003 Chile
    
    Brazil
    
    Argentina
    
    Total(1)2002
    
    2003
    
    2002
    
    2003
    
    2002
    
    2003
    
    2002
    
    2003(millions of Ch$)Revenues:Net sales
    
    Ch$
    188,932
    
    
    Ch$
    194,167
    
    
    Ch$
    144,423
    
    
    Ch$
    118,635
    
    
    Ch$
    69,044
    
    
    Ch$
    76,179
    
    
    Ch$
    402,224
    
    
    Ch$
    386,856Cost sales
    
    
    (112,803
    )
    
    
    (116,806
    )
    
    
    (100,714
    )
    
    
    (78,200
    )
    
    
    (51,447
    )
    
    
    (54,332
    )
    
    
    (264,788
    )
    
    
    (247,212
    )Gross profit
    
    
    76,130
    
    
    
    77,361
    
    
    
    43,709
    
    
    
    40,435
    
    
    
    17,597
    
    
    
    21,847
    
    
    
    137,436
    
    
    
    139,644Administrative and
selling expenses
    
    
    (39,564
    )
    
    
    (40,158
    )
    
    
    (38,092
    )
    
    
    (33,444
    )
    
    
    (17,844
    )
    
    
    (18,343
    )
    
    
    (95,499
    )
    
    
    (91,944
    )Operating income
    
    Ch$
    36,566
    
    
    Ch$
    37,204
    
    
    Ch$
    5,617
    
    
    Ch$
    6,991
    
    
    Ch$
    (247
    )
    
    Ch$
    3,504
    
    
    Ch$
    41,937
    
    
    Ch$
    47,700
   (1)
    
    The total does not equal the sum of all the franchise territories due to
intercountry eliminations. 59




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##### Table of Contents



Net Sales Our net sales in 2003 were Ch$386,856 million, representing a 3.8%
decrease compared to Ch$402,224 million in 2002. The decline in 2003 is
principally explained by lower average income in our three franchise
territories. This is a result of stable nominal prices in Chile and the effect
of the appreciation of the Chilean peso compared to the Brazilian and Argentine
currencies. In 2003, the observed exchange rate of Ch$593.8 per US dollar was
17.4% lower than that recorded at December 31, 2002. Our sales volume in 2003
increased 4.5% in comparison to 2002. Net sales of Coca-Cola soft drinks
decreased 3.7% during 2003, net sales of other beverages increased 2.1% and net
sales of PET packaging decreased 23.3%. In Chile, net sales were Ch$194,167 million in 2003, representing a 2.8%
increase compared to 2002. Net sales of Coca-Cola soft drinks in Chile in 2003
were Ch$164,856 million, representing an increase of 3.1% compared to 2002.
This increase was due primarily to a 4.5% increase in volume sales of soft
drinks partially offset by a decrease of average income per unit case of 3.1%
in real terms. During 2003, our estimated average market volume share in Chile
grew from 66.1% to 66.8%, principally due to market strategies implemented
during the year focused on offering competitive prices and formats in order to
maintain or increase our market volume share without losing value share. Value
share increased from 68.0% in 2002 to 69.0% in 2003. Our net sales of fruit juices and mineral water to third parties in Chile
were Ch$29,311 million in 2003, representing an increase of 1.0% from 2002.
This increase in net sales of fruit juices and mineral water resulted primarily
from an increase of 3.8% in sales volume. The increase in sales volume is
principally explained by 4.7% growth in mineral water sales volumes partially
offset by a decrease in average income per unit case of these soft drinks of
2.6% in 2003 compared to 2002. In Brazil, our net sales in 2003 were Ch$118,635 million, 17.9% lower than
in 2002. Net sales of Coca-Cola soft drinks in Brazil were Ch$108,116 million,
representing a 19.6% decrease compared to 2002. This decrease is principally
explained by the effect of the appreciation of the Chilean currency in 2003
compared to the Brazilian realand to a decrease in sales volume. Sales volume
of Coca-Cola soft drinks in Brazil decreased 6.1%, reaching 127.8 million UCs.
Average income per unit case of soft drinks, expressed in realsof December 31,
2003 purchasing power, increased 3.0% in real terms, as a result of our efforts
to partially compensate the effects of the inflation and costs increases. Our beer, juice and water operations in Brazil generated net sales in 2003
of Ch$10,519 million, representing a 6.3% increase compared to 2002. Average
beer, juice and water prices in realsincreased 9.0% in 2003 compared to 2002
in real terms, as part of our pricing strategy. Sales volume for beer, juice
and water increased 15.1%, principally driven by growth in beer sales. In Argentina, our net sales in 2003 were Ch$76,179 million, representing a
10.3% increase compared to 2002. This increase is principally explained by the
higher total sales volume of 22.3% during 2003 together with an increase in the
average income per unit case of 10.4% in real terms, partially offset by the
effect of the translation of results in Argentina to Chilean GAAP. Sales
volume of Coca Cola soft drinks in 2003 grew 23.9% from 2002, reaching 81.7
million UCs. This growth was driven mainly by the successful reintroduction of
the returnable bottle format (that on average was 40% of our total sales
volume), and distribution and pricing strategies. Net sales of PET packaging in Argentina were Ch$13,387 million in 2003,
representing a decrease of 9.9% compared to 2002. Volume sales of PET
containers in 2003 were 13.6 million bottles, representing a decrease of 18.7%
and 522.0 million pre-forms, representing an increase of 6.9%, compared to
2002. 60




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##### Table of Contents



Cost of Sales Cost of sales were Ch$247,212 million in 2003, constituting 63.9% of net
sales, compared to Ch$264,788 million, or 65.8% of net sales in 2002. The
decrease in cost of sales as a percentage of net sales in 2003 was principally
attributable, in part, to the appreciation in the rate of exchange of our
operating currencies versus the U.S. dollar, which resulted in a reduction in
our U.S. dollar-linked operating costs, and the conversion of the Argentine and
Brazilian results to Chilean GAAP. The appreciation of the currencies against
the US dollar in 2003 were as follows: Chilean peso17.4%, the Brazilian real
18.2% and the Argentine peso13.1%. The variations in the average rates of
exchange for the three countries in 2003 compared to 2002 were: Chilean peso
devalued 0.6%, the Brazilian realdevalued 7.9% and the Argentine peso
appreciated 1.1%. For our Chilean operations, cost of sales represented 60.2% compared to
59.7% of Chilean net sales in 2002. For our Brazilian operations, cost of
sales represented 65.9% of Brazilian net sales in 2003, compared to 69.7% in
2002. For the Argentine operations, cost of sales represented 71.3% of
Argentine net sales in 2003, compared to 74.5% in 2002. Gross Profit Due to the aforementioned, gross profit in 2003 increased by 1.6%,
reaching Ch$139,644 million, or 36.1% of net sales, compared to Ch$137,436
million, or 34.2% of net sales in 2002. Administrative and Selling Expenses Administrative and selling expenses, which we refer to as SG&A,
decreased 3.7% to Ch$91,944 million in 2003 (23.8% of 2003 net sales) compared
to Ch$95,499 million (23.7% of 2002 net sales) in 2002. As a percentage of net
sales, our Chilean operations had SG&A expenses of 20.7% in 2003, compared to
20.9% in 2002; our Brazilian operations had SG&A expenses of 28.2% in 2003
compared to 26.4% in 2002; and our Argentine operations had SG&A expenses of
24.1% in 2003 compared to 25.8% in 2002. In Chile, SG&A expenses increased 1.5%, principally due to higher
distribution costs that resulted from a 6.0% increase in sales volume in 2003
compared to 2002. In Brazil, SG&A expenses decreased 12.2%, principally
explained by the effect of the 5.3% decrease in volume sales. In Argentina,
SG&A expenses increased 2.8% due to the 22.3% increase in sales volume,
partially offset by the effect on the translation of figures to Chilean GAAP
discussed above. Operating Income As a consequence of the above mentioned, operating income increased 13.7%
in 2003 to Ch$47,700 million, or 12.3% of net sales, compared to Ch$41,937
million, or 10.5% of net sales in 2002. Nonoperating Income (Expense), Net The following table sets forth, for the periods indicated, the items of
nonoperating income (expense), net: 61




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##### Table of Contents



Year ended December 31,2002
    
    2003(millions of Ch$)Financial income
    
    Ch$
    24,780
    
    
    Ch$
    30,862Share of income from affiliated companies
    
    
    9,210
    
    
    
    1,823Other non-operating income
    
    
    2,510
    
    
    
    9,440Amortization of goodwill
    
    
    (8,075
    )
    
    
    (6,618
    )Financial expenses
    
    
    (20,403
    )
    
    
    (19,980
    )Other non-operating expenses
    
    
    (24,960
    )
    
    
    (7,810
    )Price-level restatement and exchange gain (loss)
    
    
    16,945
    
    
    
    (38,649
    )Non-operating income (expense), net
    
    Ch$
    7
    
    
    Ch$
    (30,932
    )
 Non-operating income (expense), net, was a loss of Ch$30,932 million in
2003, compared to an income of Ch$7 million in 2002, representing a decrease of
Ch$30,939 million. This loss is principally explained by the 17.4%
appreciation of the Chilean peso, which had a negative impact on our positive
U.S. dollar net asset position (reflected in the above table as Price-level
restatement and exchange gain (loss)). Comparably, during 2002 the effect was
the contrary, as there was a 9.7% devaluation in the December 2001 and December
2002 period, thus having a positive impact on our results of operations. Part
of the negative effects resulting from the appreciation of the Chilean peso
against the U.S. dollar, was offset by higher financial income generated by
hedge agreements taken for these assets including cross currency swaps and
forwards. During 2002, we registered a one-time profit of US$15.3

million as a result of the sale to Molson Canada of Cervejaria Kaiser S.A., in
which our subsidiary Rio de Janeiro Refrescos Ltda. had an ownership interest
of 3.8% (reflected in the above table in Share of income from affiliated
companies). Finally, during 2002 the Company incurred indemnity
payments due to the Edasa restructuring (shut down of Mendoza and
Rosario plants) and wrote down the pertaining assets. Additionally, a
loss was registered as a result of the devaluation of the real and
Argentine peso, which affected the conversion of monetary assets. All
the aforementioned was registered as other non-operating expenses. Income Taxes Income
taxes in 2003 decreased 88.2% to Ch$1,010 million compared to
Ch$8,590 million in 2002. The decrease is principally explained
by:  
  
  Lower taxable base in Chile due to lower profits;
  
  Absorption of Cipet by Embotelladora del Atlántico
S.A., which resulted in that packaging business not paying taxes as
it benefited from taxable losses existing in Edasa;
  
  Partial recognition of benefits arising from
taxable losses existing in Brazil and Argentina (deferred taxation);
and
  
  During 2002, Sterling Pacific (located in Uruguay)
paid taxes whereas its successor, Abisa Corp. (located in British
Virgin Islands), was not subject to taxation. Net Income As a result of the above mentioned, net income in 2003 was Ch$15,755
million, representing 4.1% of net sales and a decrease of 52.8% compared to net
income of Ch$33,351 million in 2002. Results of Operations for the Years Ended December 31, 2001 and 2002 Chile
    
    Brazil
    
    Argentina
    
    Total(1)2001
    
    2002
    
    2001
    
    2002
    
    2001
    
    2002
    
    2001
    
    2002(millions of Ch$)Revenues:Net sales
    
    Ch$
    198,129
    
    
    Ch$
    188,932
    
    
    Ch$
    146,484
    
    
    Ch$
    144,423
    
    
    Ch$
    156,788
    
    
    Ch$
    69,044
    
    
    Ch$
    501,349
    
    
    Ch$
    402,224Cost sales
    
    
    (113,969
    )
    
    
    (112,803
    )
    
    
    (100,910
    )
    
    
    (100,714
    )
    
    
    (100,405
    )
    
    
    (51,447
    )
    
    
    (315,231
    )
    
    
    (264,788
    )Gross profit
    
    
    84,159
    
    
    
    76,130
    
    
    
    45,574
    
    
    
    43,709
    
    
    
    56,384
    
    
    
    17,597
    
    
    
    186,117
    
    
    
    137,436Administrative and
selling expenses
    
    
    (43,280
    )
    
    
    (39,564
    )
    
    
    (39,989
    )
    
    
    (38,092
    )
    
    
    (44,773
    )
    
    
    (17,844
    )
    
    
    (128,042
    )
    
    
    (95,499
    )Operating income
    
    Ch$
    40,879
    
    
    Ch$
    36,566
    
    
    Ch$
    5,586
    
    
    Ch$
    5,617
    
    
    Ch$
    11,611
    
    
    Ch$
    (247
    )
    
    Ch$
    58,076
    
    
    Ch$
    41,937
   (1)
    
    The total does not equal the sum of all the franchise territories due to
intercountry eliminations. 62




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Net Sales Our net sales in 2002 were Ch$402,224 million, representing a 19.8%
decrease compared to Ch$501,349 million in 2001. The decline in 2002 was
principally a result of lower net sales from our operations in Argentina due to
the economic crisis in that country, and to a lesser extent from lower net
sales in Chile and Brazil. Our sales volume in 2002 decreased 3.5% in
comparison to 2001. Net sales of Coca-Cola soft drinks decreased 20.2% during
2002, net sales of other beverages decreased 13.0% and net sales of PET
packaging decreased 25.4%. In Chile, net sales were Ch$188,932 million in 2002, representing a 4.6%
decrease compared to 2001. On a comparable basis and excluding net sales of
PET packaging, which have not been consolidated as part of our results of
operations since July 2001 (See Factors Affecting Comparability and Item 4.
Information on the CompanyPart A. History and Development of the
CompanyHistoryPET Joint Venture), net sales declined 2.6%. Net sales of
Coca-Cola soft drinks in Chile in 2002 were Ch$159,922 million, representing an
increase of 0.3% compared to 2001. This increase was due primarily to a 0.9%
increase in volume sales of soft drink offset by a decrease of average prices
of 0.6% in constant currency. During 2002, our estimated average market share
in Chile declined from 67.6% to 66.1%, principally due to increased price
competition. Our net sales of fruit juices and mineral water to third parties in Chile
were Ch$29,010 million in 2002, representing a decrease of 16.3% from 2001.
This decrease in net sales is explained by a decrease of average sales prices
by 5.7% in constant currency and by an 11.2% decline in sales volume. The
decrease in sales volume is principally explained by a 16.7% decline in juice
sales volumes as a result of a decrease in Andinas market share for juices in
the Chilean territory from 39% to 36%. In Brazil, our net sales in 2002 were Ch$144,423 million, 1.4% lower than
in the previous year. Net sales of Coca-Cola soft drinks in Brazil were
Ch$134,527 million, representing a 2.1% decrease compared to 2001. Sales
volume of Coca-Cola soft drinks increased 2.0%, reaching 136.2 million UCs.
Average sales prices of soft drinks, expressed in reals, increased 12.0%, as a
result of our efforts to partially compensate the effects of the currency
devaluation and the attendant increase, in local currency, of U.S.
dollar-denominated costs. Our beer, juice and mineral water operations in Brazil generated net sales
in 2002 of Ch$9,896 million, representing a 9.9% increase. Average beer prices
in realsincreased 10.3% in 2002, as part of our pricing strategy. Sales
volume for beer, juice and mineral water increased 9.0%, principally driven by
growth in juice sales as a result of the launch of new products in 2002. In Argentina, our net sales in 2002 were Ch$69,044 million, representing a
56.0% decrease from 2001. This decrease is principally explained by the
average devaluation of 202.5% of the Argentine peso in 2002 in comparison with
2001. Net sales of Coca-Cola soft drinks were Ch$53,336 million, representing
a decrease of 61.7% compared to 2001. This is principally explained by the
currency devaluation referred to above, together with a 16.4% decrease in
Coca-Cola soft drinks sales volume. These effects were partially compensated
by an increase in average Coca-Cola soft drink sales prices in Argentine pesos
of 29.6% compared to 2001, as well as an increase in market share of 160 basis
points. Net sales of PET packaging in Argentina were Ch$14,855 million in 2002,
representing a decrease of 5.0% compared to 2001. Volume sales of PET
containers in 2002 were 16.7 million bottles, representing a decrease of 24.8%
and 488.4 million pre-forms, representing an increase of 4.0% compared to 2001.
The decrease in bottle volume is principally explained by lower soft drink
sales volumes as a result of the economic crisis in Argentina. 63




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Cost of Sales Cost of sales were Ch$264,788 million in 2002, representing 65.8% of net
sales, compared to Ch$315,231 million, or 62.9% of net sales in 2001. The
increase as a percentage of net sales in 2002 was principally attributable to
higher U.S. dollar-linked costs, resulting from currency devaluations of the
Chilean peso of 9.1%, of the Brazilian realof 24.3% and of the Argentine peso
of 202.5%, on average. For our Chilean operations, cost of sales represented 59.7% compared to
57.5% of net sales in 2001. For our Brazilian operations, cost of sales
represented 69.7% of net sales in 2002, compared to 68.9% in 2001. For the
Argentine operations, cost of sales represented 74.5% of net sales in 2002,
compared to 64.0% in 2001. Gross Profit Gross profit in 2002 decreased by 26.2% to Ch$137,436 million, or 34.2% of
net sales, compared to Ch$186,117 million, or 37.1% of net sales in 2001. The
decrease in gross profit is principally explained by lower profits in the
Argentine operations as well as lower margins in the Chilean and Brazilian
operations. Administrative and Selling Expenses SG&A expenses decreased 25.4% to Ch$95,499 million in 2002 (23.7% of 2002
net sales) compared to Ch$128,042 million (25.5% of 2001 net sales) in 2001. As
a percentage of net sales, our Chilean operations had SG&A expenses of 20.9% in
2002, compared to 21.8% in 2001; the Brazilian operations had SG&A expenses of
26.4% in 2002 compared to 27.3% in 2001; and the Argentine operations had SG&A
expenses of 25.8% in 2002 compared to 28.6% in 2001. In Chile, SG&A expenses as a percentage of net sales decreased 8.6%,
principally due to lower labor, maintenance and distribution costs. In Brazil,
SG&A expenses as a percentage of net sales decreased 90 basis points,
principally explained by the effect of the devaluation of the realcompared to
Chilean peso and lower administrative expenses. In Argentina, SG&A expenses as
a percentage of sales decreased 280 basis points as a result of the devaluation
of the Argentine peso and our restructuring efforts undertaken to address the
economic crisis in that country, which included the shut-down of two production
facilities and significant headcount reductions. Operating Income Operating income decreased 27.8% in 2002 to Ch$41,937 million, or 10.4% of
net sales, compared to Ch$58,076 million, or 11.6% of net sales in 2001. Non-operating Income (Expense), Net The following table sets forth, for the periods indicated, the items of
non-operating income (expense), net: 64




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Year ended December 31,2001
    
    2002(millions of Ch$)Financial income
    
    
    33,787
    
    
    
    24,780Share of income (loss) from affiliated companies
    
    
    (1,421
    )
    
    
    9,210Other non-operating income
    
    
    31,349
    
    
    
    2,510Amortization of goodwill
    
    
    (11,145
    )
    
    
    (8,075
    )Financial expenses
    
    
    (34,526
    )
    
    
    (20,403
    )Other non-operating expenses
    
    
    (27,207
    )
    
    
    (24,960
    )Price-level restatement and exchange gain (loss)
    
    
    (6,989
    )
    
    
    16,945Non-operating income (expense), net
    
    
    (16,152
    )
    
    
    7
 Non-operating income (expense), net was an income of Ch$7 million in 2002,
compared to an expense of Ch$16,152 million in 2001, representing an increase
of Ch$16,159 million. This income is principally explained by the
extraordinary gain relating to the sale of our stake in Cervejarias Kaiser;
together with income resulting from a price level restatement compared to a
charge in the previous year (this is explained by the effect of the Chilean
peso devaluation against the U.S. dollar of 9.7% between December 31, 2001 and
December 31, 2002, over our positive net asset position); and accrual of net
financial income compared to an expense in the previous year. Income Taxes Income taxes in 2002 increased 14.5% to Ch$8,590 million compared to
Ch$7,502 million in 2001. The increase is principally explained by an increase
in taxable asset values resulting from a relative devaluation of the Chilean
peso compared to the U.S. dollar and an increase in the income tax rate. Net Income Net income in 2002 was Ch$33,351 million, representing 8.3% of net sales
and a decrease of 3.0% compared to 2001. Impact of Inflation Under Chilean GAAP, we are required to restate non-monetary assets and
liabilities, UF- and foreign currency-denominated assets and liabilities,
shareholders equity and income and expense accounts, to reflect the effect of
variations in the purchasing power of the Chilean peso. However, Chilean
peso-denominated monetary assets and liabilities are not restated, so inflation
has the adverse effect of diminishing the purchasing power of a companys
monetary assets, which are not price-level indexed, and has the positive effect
of reducing the real value of monetary liabilities. See Note 1(c) of the notes
to the Consolidated Financial Statements. Non-monetary assets and liabilities, shareholders equity and income and
expense accounts are generally restated using the Chilean consumer price index
(CPI), based on the prior month rule in which inflation adjustments are based
on the CPI at the end of the month preceding the period end. Monetary assets
and liabilities in UF and foreign currency are restated at period-end value of
UF and exchange rates, respectively. Price-level restatement can have a significant effect on our net income.
The size of the price-level restatement for any period will primarily depend on
the amount of local and foreign currency-denominated monetary assets and liabilities and
the effect of inflation and the foreign exchange rate on such assets and
liabilities. Periods of both moderate inflation and depreciation of the Chilean
peso against the U.S. dollar will tend to result in a modest amount of
price-level restatement. Conversely, the real appreciation of the Chilean peso
generally leads to a high amount of price-level restatement. Given the
unpredictable nature of the foreign exchange markets and, to a lesser 65




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extent, inflation, there can be no assurance that price-level restatement
will continue to be an insignificant component of net income or that it will
not result in income statement expense in the future. During the third quarter of 1998, Technical Bulletin No. 64 was approved
and applied retroactively to January 1, 1998. In our case, such bulletin
required a return to accounting in U.S. dollars for all investments outside
Chile. This methodology has an immaterial effect on results for the period and
requires that the exchange rate difference be recorded in a reserve sub-account
of shareholders equity. The following table sets forth, for the periods indicated, variations
among the CPI, UF and U.S. dollar: Year ended December 31,2001
    2002
    2003CPI variation
    
    
    3.1
    %
    
    
    3.0
    %
    
    
    1.0
    %UF variation
    
    
    3.1
    %
    
    
    3.0
    %
    
    
    1.1
    %U.S. dollar variation
    
    
    14.1
    %
    
    
    9.7
    %
    
    
    (17.4
    %)
 The effects of price-level restatement are summarized below: Year ended December 31,2001
    
    2002
    
    2003(millions of Ch$)Shareholders equity
    
    Ch$
    (10,980
    )
    
    Ch$
    (9,819
    )
    
    Ch$
    (3,989
    )Liabilities
    
    
    (8,438
    )
    
    
    (5,234
    )
    
    
    (4,689
    )Property, plant and equipment
    
    
    2,562
    
    
    
    2,422
    
    
    
    732Other assets
    
    
    7,962
    
    
    
    6,835
    
    
    
    3,748Balance sheet adjustments
    
    
    (8,895
    )
    
    
    (5,795
    )
    
    
    (4,198
    )Income statement adjustments
    
    
    (986
    )
    
    
    (1,471
    )
    
    
    131Foreign exchange (loss) gain
    
    
    2,892
    
    
    
    24,212
    
    
    
    (34,582
    )Price-level restatement and exchange (loss) gain
    
    Ch$
    (6,989
    )
    
    Ch$
    16,945
    
    
    Ch$
    (38,649
    )
 Impact of Foreign Currency Fluctuations We use numerous raw materials, including sugar, resin, and aluminum in
producing beverages and containers. We purchase these raw materials from both
domestic and international suppliers. See Item 4. Information on the
CompanyPart B. Business OverviewRaw Materials and Supplies. Because we
often are required to purchase raw materials in the international markets using
U.S. dollars, we are subject to local currency risk in each country where we
have operations. If the Chilean peso, Brazilian real or Argentine peso were to
devalue against the U.S. dollar, the cost of certain raw materials could rise
significantly, which, in turn, could adversely affect our net income. We
cannot assure you that these currencies will not lose value against the U.S.
dollar in the future. In Chile we had losses of Ch$34,582 million in 2003 due to the
appreciation of the Chilean peso, compared to a positive impact of foreign
currency fluctuation in 2002 in the amount of approximately Ch$24,212 million,
due to our net asset position in U.S. dollars amounting to a total of
approximately US$284 million. In Argentina and Brazil, we recognized a profit
in 2003 amounting to Ch$3,851 million and losses amounting in the aggregate to
Ch$7,068 million in 2002. These result from the application of the Argentine
and Brazilian exchange rates in the currency conversion undertaken in our
financial statements as of December 31, 2002 and 2003, in accordance with the
methodology set forth in Technical Bulletin N° 64 issued by the Chilean
Institute of Accountants, which are reflected in other non-operating income and
expenses, respectively. 66




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We use hedge agreements, including cross-currency swaps and forwards, to
protect against foreign currency risk. In 2003, these agreements partially
offset the negative effects of the appreciation of the Chilean peso. For
further information about the instruments we use to protect against foreign
currency risk, see Item 11. Quantitative and Qualitative Disclosures About
Market RiskForeign Currency Risk. Impact of Governmental Policies Our business is dependent upon the economic conditions prevailing in our
countries of operation. Various governmental economic, fiscal, monetary and
political policies, such as those related to inflation or foreign exchange, may
affect these economic conditions, and in turn may impact our business. These
government policies may also affect investments by our shareholders. Please refer to Item 3. Key InformationRisk FactorsRisks Relating to
the ADSs and the Shares and Item 10. Additional Information, for a
discussion of governmental and political factors that could materially affect
investments by U.S. shareholders. Further reference in this respect is made to
the factors discussed under Item 3. Key InformationRisk FactorsRisks
Relating to ChileExchange Controls and Withholding Taxes May Limit
Repatriation of Your Investment. For a discussion of governmental economic,
fiscal, monetary and political policies that could materially affect our
operations, see Item 3. Key InformationRisk FactorsRisks Relating to
Chile, Risks Relating to Brazil and Risks Relating to Argentina. Liquidity and Capital Resources Capital Resources Our principal liquidity and capital resource requirements are used to
finance customer accounts receivables, inventories and capital expenditures as
well as to implement strategic and geographic expansion plans. Our primary
sources of liquidity have been funds from (i) operations, (ii) public equity
offerings and privately negotiated share subscriptions, (iii) borrowings from
commercial banks, both internationally and within each of Chile, Brazil and
Argentina, and (iv) debt offerings in the Chilean and foreign capital markets. Our management believes that we, through these sources, have sufficient
financial resources available to maintain our current operations and provide
for our current capital expenditure and working capital requirements, scheduled
debt payments, interest and income tax payments and dividends to stockholders.
The amount and frequency of future dividends will be determined by our Board of
Directors in light of our earnings and financial condition at such time, and we
cannot assure you that dividends will be declared in the future. At December 31, 2003, our total liabilities (excluding minority interest)
were Ch$282,443 million, representing a 7.2% decrease compared to December 31,
2002. The decrease in total liabilities resulted principally from a reduction
in long term debt with banks and bond debt. At December 31, 2003, our long term
liabilities included (i) long-term bank debt (excluding the current portion
thereof) of Ch$49,309 million, (ii) long-term bond debt (excluding the current
portion thereof) of Ch$122,181 million, (iii) long-term notes outstanding of
Ch$229 million, and (iv) other long-term accrued liabilities and provisions of
Ch$19,195 million, for a total of Ch$190,913 million of long-term liabilities
compared to total long-term liabilities of Ch$215,972 million at December 31,
2002. Our short term liabilities, as of December 31, 2003 included (i)
short-term bank debt of Ch$5,204 million, (ii) current portion of long-term
bank liabilities of Ch$1,999 million, (iii) current portion of long-term bond
debt of Ch$13,066 million, (iv) trade accounts payable of Ch$27,742 million,
(v) notes payable to related companies of Ch$9,694 million, and (vi) other
short-term liabilities, principally provisions and withholdings, for Ch$33,824
million, for a total of Ch$91,530 million of short-term liabilities compared to
total short-term liabilities of Ch$88,496 million at December 31, 2002. 67




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The following table summarizes our contractual obligations and commercial
commitments as of December 31, 2003: Payments Due by PeriodYearsLess thanTotal
    
    1 Year
    
    1-3 Years
    
    3-5 Years
    
    More than 5 Years(in millions of constant Ch$ as of December 31, 2003)Contractual obligations
Long-term bank liabilities (1)
    
    
    51,309
    
    
    
    1,999
    
    
    
    48,203
    
    
    
    1,107
    
    
    
    Short-term bank debt
    
    
    5,204
    
    
    
    5,204
    
    
    
    
    
    
    
    
    
    
    
    Bonds payable (2)
    
    
    135,246
    
    
    
    13,066
    
    
    
    22,334
    
    
    
    34,867
    
    
    
    64,979Capital
lease obligations
    
    
    976
    
    
    
    594
    
    
    
    382
    
    
    
    
    
    
    
    Purchase
obligations
    
    
    10,136
    
    
    
    6,406
    
    
    
    3,557
    
    
    
    69
    
    
    
    104Total contractual obligations
    
    
    202,871
    
    
    
    27,269
    
    
    
    74,476
    
    
    
    36,043
    
    
    
    65,083
   (1)
    
    See Note 12(b) to the Consolidated Financial Statements for additional
information.(2)
    
    See Note 13 to the Consolidated Financial Statements for additional
information. Our bond liabilities have a weighted average interest rate of 6.48%. Our
bank liabilities have a weighted average interest rate of 6.84%. Additional
information about the currency and interest rate structure of our obligations
is given in Item 11. Quantitative and Qualitative Disclosures About Market
RiskInterest Rate Risk. Treasury
and Funding Policies The Board of Directors has
been empowered by the shareholders to define our financing and
investment policies. The bylaws of Embotelladora Andina S.A. do not
define a strict financing structure, nor do they limit the types of
investments that we may make. Traditionally, we have preferred to use
our own resources to finance our investments. Our financing policy is that
each subsidiary should finance its own operations. From this
perspective, each subsidiarys management should focus on cash
generation and should establish clear targets for operating income,
capital expenditures and levels of working capital. These targets are
reviewed on a monthly basis to ensure that their objectives are met.
Should increased financing needs arise, either as a result of a cash
deficit or to take advantage of market opportunities, our policy is
to prefer local financing to allow for natural hedging. If local
financing conditions are not acceptable, because of costs or other
constraints, headquarters will provide financing. Our cash surplus policy is
that headquarters shall invest any cash surplus in a portfolio of
investment grade securities until such time as the Board makes a
final decision as to the disposition of the surplus. Derivative instruments are
utilized only for business purposes, and never for speculative
purposes. For instance, forward currency contracts are used to cover
the risk of local currency devaluation relative to the
U.S. dollar in an amount approximately equal to our budgeted
purchases of U.S. dollar-denominated raw materials. Depending on
market conditions, instead of forward contracts, from time to time we
prefer to utilize our cash surplus to purchase raw materials in
advance to obtain better prices and a fixed exchange rate. Investing Activities Additions
to property, plant and equipment during 2003 were
Ch$25,343 million. Capital expenditures during 2003 were funded
with cash flow operations and from borrowings under our available
lines of credit. At December 31, 2003, we had no material commitments for the purchase of
capital assets other than those related to normal replacement of equipment. Our
management anticipates that additions to property, plant and equipment in 2004
will be in the range of US$36 million and plans to fund such additions through
cash flows from operations and our available lines of credit. We believe that cash flow generated by operations, cash balances,
available lines of credit, including from suppliers, and borrowings from third
parties, are currently sufficient to meet our working capital, debt service and
capital expenditure requirements. Financing Activities As of December 31, 2003, we had Ch$210,858 million invested in time
deposits and other short-term and long-term investments from the proceeds of
the issuance of the Yankee Bonds and Local Bonds not included as cash
equivalents for purposes of Chilean GAAP. As of that date, we had approved
short-term credit lines in an amount equivalent to approximately Ch$87,526
million (US$147.4 million). The aggregate unused portion of such lines of
credit at that date was equivalent to Ch$72,147 million (US$121.5 million). 68




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Our unused sources of liquidity include fourteen lines of credit. In
Chile, we have US$94.0 million in credit available with six lines. In Brazil,
we have US$50.0 million in credit available with six lines. In Argentina we
have US$3.4 million in credit available with two lines. As of December 31, 2003, our debt ratings of current bonds are as follows: Long-Term DebtBonds issued in the US marketStandard & Poors
    
    BBB+Fitch Ratings
    
    
    A-Bonds issued in the local marketFitch Chile
    
    AA-Feller & Rate
    
    AA
 In 2003, the principal uses of cash were investments in fixed assets of
Ch$25,343 million and dividend payments of Ch$51,009 million. In 2002, the
principal uses of cash were investments of fixed assets of Ch$24,079 million,
and dividend payments of Ch$59,368 million. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements of the type that we are
required to disclose under Item 5.E of Form 20-F. U.S. GAAP Reconciliation The principal differences between Chilean GAAP and U.S. GAAP as they
related to us are (i) inflation accounting under Chilean GAAP, which has not
been reversed in the reconciliation to U.S. GAAP, (ii) the accounting treatment
of the acquisition of Inti and Cipet by us and the subscription of 24,000,000
shares of Common Stock by The Coca-Cola Company, (iii) the revaluation and
depreciation of certain property, plant and equipment on the basis of a
technical appraisal, (iv) different goodwill amounts and differences in
amortization for goodwill, (v) the treatment of mandatory minimum dividends,
(vi) difference in accounting for investments in related
companies and joint ventures (vii)
the accounting for deferred income taxes, (viii) the treatment
of investment securities, (ix) the treatment of staff severance
indemnities, (x) the accounting for the translation adjustment
of foreign investments, (xi) the translation of financial
statements of non-Chilean operations and (xii) the accounting
for derivative instruments. Note 23 of the notes to the
Consolidated Financial Statements provides a description of the principal
differences between Chilean GAAP and U.S. GAAP as they relate to us and a
reconciliation to U.S. GAAP of net income and shareholders equity. Net income after reconciliation to U.S. GAAP was Ch$23,768 million lower
in 2001, Ch$9,033 million higher in 2002, and Ch$1,564 million higher in 2003,
in each case than net income as reported under Chilean GAAP for each respective
year. See Note 23(m) of the notes to the Consolidated Financial Statements.
Under Chilean GAAP, shareholders equity at December 31, 2002, was Ch$372,816
million, compared to Ch$360,763 million under U.S. GAAP, representing a
difference of 3.2%. Under Chilean GAAP, shareholders equity at December 31,
2003 was Ch$302,935 million, compared to Ch$301,340 million under U.S. GAAP,
representing a difference of 0.5%. Trend Information Our
results will likely continue to be influenced by changes in the level
of consumer demand in the countries in which we operate, particularly
Argentina and Brazil, resulting from economic measures that the
governments of those countries have implemented, or may implement in
the future, to solve present debt and fiscal deficit problems. Additionally,
principal raw materials in the production of soft drinks, such as
sugar and resin, may experience price increases in the future. Such
price increases may affect our results if we are unable to pass the
cost increases on to consumers due to depressed consumer demand
and/or heightened competition. Increased
competition from low-price brands is another factor that could limit
our ability to grow, and thus negatively affect our results. Finally,
exchange rate fluctuations, in particular the potential devaluations
relative to the U.S. dollar of local currencies in the countries in
which we operate, may adversely affect our results because of the
impact on the cost of U.S. dollar-denominated raw materials and the
conversion of monetary assets. 69




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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Management and Board of Directors According to Chilean law, we are managed by executive officers under the
direction of our Board of Directors, which we refer to as the Board. In
accordance with our By-Laws, the Board must consist of seven regular directors
and seven alternate directors. Each director is assigned a specific alternate
director. The directors may or may not be shareholders and will hold their
offices for 3 years, and they may be re-elected
indefinitely.1 All members of
the Board are nominated and elected every three years by and during the
Ordinary Annual Shareholders Meeting (hereinafter the OSM). Cumulative
voting is permitted for the election of directors. The prior Board, which had authorization from the shareholders, appointed
the current Board. In the event of a vacancy, the designated replacement
director fills the vacancy for the remaining period of the directors term. If
the alternate director is unable or unwilling to serve, the Board may appoint a
replacement to fill the vacancy, and the entire Board must be elected or
re-elected at the next regularly scheduled shareholders meeting. Our Board has regularly scheduled meetings at least once a month, and
extraordinary meetings are convened when called by the Chairman or when
requested by one or more directors. The quorum for a Board meeting is
established by the presence of an absolute majority of the members of the Board
without taking alternate members into consideration (unless the principal
member is absent). Resolutions are passed by the affirmative vote of an
absolute majority of those directors present at the meeting, with the Chairman
determining the outcome of any tie vote. Our Board has an executive committee (the Executive Committee) which has
executive managerial oversight over our day-to-day management and operations.
The Executive Committee meets on a weekly basis. Our executive officers are
appointed by the Board of Directors and hold office at the discretion of the
Board. Audit Committee By resolution approved at the ordinary shareholders meeting held April
17, 2001, and in accordance with the requirements of Law No. 19,705, we
established a committee of the Board of Directors that is charged with
monitoring the activities of the management more closely than in the past.
This Committee is comprised of directors Mr. Albert Cussen Mackenna, Mr. José
Antonio Garcés Silva, and Mr. Gonzalo Said Handal, and by their respective
alternates. In accordance with Chilean law, this committee will have the following
responsibilities:  (i)
    
    To examine the findings of external auditors and account
inspectors according to the balance sheets and other financial
statements presented by the administrators or our liquidators or
shareholders and to take a position on such findings before they are
presented to shareholders for their approval.   1
    
    In the case of Series A shares, in the event that there is 100% shareholder
vote participation, it is necessary to have 14.29% of the total shares in order
to elect a director of this series. In the case of series B shares, in the
event that there is 100% shareholder vote participation, it is necessary to
have a total of 50.1% of the total shares to elect a director. 70




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(ii)
    
    To make proposals to the Board, external auditors, and private
risk consultants which shall be put to the shareholders at the
shareholders meeting. In case of disagreements with the committee
the directorship will be able to formulate their own proposal,
submitting both for the consideration of the shareholders.(iii)
    
    To review information regarding operations as referred to by
articles 44 and 89 of law 18,046 (The Chilean Companies Law) and to
create a report concerning those operations. A copy of the report
shall be mailed to the President of the Directorship, who will
address the report in the session cited for the approval or rejection
of the relevant transaction.(iv)
    
    To examine the system of remuneration and compensation used for
the principal managers and executives.(v)
    
    Any other matter required by the law, the shareholders or the
Board of Directors for the fulfillment of these obligations. For
these purposes, the Committee met on March 24, June 23, July 18,
October 24 and December 22, 2003, and discussed our balance sheets,
other financial statements and the systems implemented by the
internal auditors. It reviewed the information submitted by the
external auditors and several contingencies occurring in the
different countries where we operate. The compensation for directors that are members of the committee has been fixed
at 20 UF for both ordinary and special meetings that such directors attend. Our directors and executive officers as of December 31, 2003, are as
follows: DirectorsJosé Antonio Garcés S. (1)
    
    ChairmanAlberto Hurtado F.
    
    Vice ChairmanJosé Said S. (2)(5)
    
    DirectorGlenn Jordan Schoenbohm
    
    DirectorFelipe Larraín Bascuñán
    
    DirectorJaime Said D. (3)(5)
    
    DirectorEnrique Vicuña V. 
    
    DirectorArturo Majlis A.
    
    Alternate Director to Mr. Hurtado F.Jorge Hurtado Carretón
    
    Alternate Director to Mr. JordanSalvador Said S. (2)(3)(4)
    
    Alternate Director to Mr. Said S.Ernesto Bertelsen R.
    
    Alternate Director to Mr. LarraínJosé Antonio Garcés S., Jr. (1)
    
    Alternate Director to Mr. Garcés S., Sr.Gonzalo Said H. (2)(3)(4)
    
    Alternate Director to Mr. Said D.Mario Diez U.
    
    Alternate Director to Mr. Vicuña
   (1)
    
    José Antonio Garcés S., Sr. is the father of José Antonio Garcés S., Jr.(2)
    
    José Said S. is the father of Salvador Said S. and the uncle of Gonzalo
Said H.(3)
    
    Jaime Said D. is the father of Gonzalo Said H. and the uncle of Salvador
Said S.(4)
    
    Salvador Said S. is the cousin of Gonzalo Said H.(5)
    
    Jaime Said D. is the cousin of José Said S.
    
    Elected by holders of Series B shares. 71




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The term for which these directors have been elected ends in April 2004. Senior ExecutivesJaime García Rioseco
    
    Chief Executive OfficerMichael Cooper Allan
    
    Chief Operating OfficerOsvaldo Garay A.
    
    Chief Financial OfficerPedro Pellegrini R.
    
    Chief Legal & Communications OfficerGonzalo Vergara D.
    
    Chief Packaging Division & Global Procurement OfficerRaúl Ramírez V.
    
    Chief Technical OfficerGerman Garib
    
    Chief Information OfficerRenato Ramírez
    
    General Manager of Chilean Soft Drink OperationCarlos Lohmann
    
    General Manager of Rio de Janeiro Refrescos Ltda.Alejandro Feuereisen
    
    General Manager of EdasaCesar Vargas
    
    General Manager of Vital S.A.
 Mr. José Said Saffie has been a member of the Company since October of
1985. Mr. Said is also a partner and a director of Inversiones Freire
Limitada, the investment group that controls Andina. Mr. Said is Chairman of
BBVA Banco BHIF and has been on our board since 1985. Mr. Said is President of
Parque Arauco and has held this position since May of 1995. Mr. Said has also
been member of the Board of Directors of Envases del Pacífico since May of
1994. Mr. Said studied law at the University of Chile. Mr. José Antonio Garcés has been a member of the Board of Directors since
August of 1985. Mr. Garcés is also a partner and member of the board of
Directors of Inversiones Freire Limitada, which controls us. As of November 2000 Mr. Glenn Jordan has been and continues to be the
President of the South Latin America Division of The Coca-Cola Company,
comprised of Argentina, Bolivia, Chile, Ecuador, Paraguay, Peru and Uruguay.
Mr. Jordan has been a member of the Board of Directors of Andina since April
2001. Mr. Glenn Jordan joined The Coca-Cola Company in March 1978. He
occupied several positions within The Coca-Cola Company in Colombia, the United
States, Brazil and Argentina. He is also on the board of directors of a number
of other bottling companies, such as Embonor S.A. and Montevideo Refrescos S.A.
Mr. Jordan became the Executive Vice President and Operations Director of
Coca-Cola Latin America effective January 9, 2003. Mr. Felipe Larraín Bascuñán became an Andina Board member in April of
2001. Mr. Larraín has also made a name for himself as a consultant to, and
board member of, a number of companies throughout Chile, Latin America, the
United States and Europe as well as being an economic advisor to the
governments of Bolivia, Canada, Colombia, Costa Rica, Chile, Ecuador, El
Salvador, Guatemala, Jamaica, Mexico, Nicaragua, Paraguay, Peru, the Dominican
Republic and Venezuela. Mr. Alberto Hurtado F. is also a partner and director of Inversiones
Freire Limitada, the investment group that controls Embotelladora Andina. Mr.
Hurtado is also a partner and Chairman of Representaciones Grainco, a firm that
deals with fishmeal and agricultural products. Mr. Hurtado is also a member of
the Board of Directors of Financo, a financial institution. Mr. Jaime Said is a member of the Board of Directors of Andina. Mr. Said
has been related to us since August 1985. Mr. Said is also a partner and
director of Inversiones Freire Limitada, the investment group that controls
Embotelladora Andina. Mr. Enrique Vicuña is a member of the Board of Directors of Andina and at
present is Chairman of Las Rozas Foundation. Mr. Vicuña was General Manager of
Andina from 1985 to 1990. 72




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Mr. Arturo Majlis is an alternate director of Andina. Mr. Jorge G. Hurtado joined Andina in 1969. Mr. Hurtado became marketing
manager before joining the South America Division of The Coca-Cola Company as
country manager for Chile in 1983. Mr. Hurtado became region manager for
Chile, Paraguay and Bolivia in 1987 before moving to the Southwestern European
Division as deputy division manager in 1990. Mr. Hurtado returned to Latin
America as deputy division manager of the Andean Division in 1993. In 1996,
Mr. Hurtado was appointed president and chief operating officer of Coca-Cola
and Hit de Venezuela, a position he held until the Hit business was purchased
by Panamco in 1997. In August 1997, Mr. Hurtado joined the Latin America Group
staff as deputy to the Group President and in January 1998 he was appointed
President of the Andean Division. In May 2000, Mr. Hurtado retired from The
Coca-Cola Company and is now handling his own business. Mr. Salvador Said is currently serving as an alternate director of Andina.
Mr. Said is director of Edelpa S.A., Parque Arauco S.A., BBVA Administradora
de Fondos Mutuos BHIF S.A. and BHIF Administradora de Fondos de Inversión S.A.
Mr. Said is also GLT of World Economic Forum. Mr. Ernesto Bertelsen is an alternate director of Andina. Mr. Bertelsen
has been affiliated with us since 2000. Mr. Bertelsen has been Chairman of
BHIF Asesorías Financieras (1999), BBVA Sociedad de Leasing Immobiliario BHIF
S.A. (1999), and Comandari S.A. (19891993). Mr. Bertelsen has also been the
director of BBVA Banco BHIF (2001); Continental Bank (1986) and Industrias
Forestales S.A. (19851987). Mr. José Antonio Garcés Jr. is General Manager of Inversiones San Andrés
Ltda. (Investment Company), alternate director of Andina, director of Banvida
S.A. and director of Immobiliaria Las Brisas de Chicureo S.A. Mr. Gonzalo Said is an alternate director of Andina, director of BBVA
Administradora de Fondos Mutuos BHIF S.A. and BHIF Asesorías y Servicios
Financieros S.A. and executive vice president of several investment companies. Mr. Mario Diez serves as a Director in Texaco Chile S.A., San Cristobal
Sheraton S.A., ITT Fluid Technology, Minera Cerro Colorado S.A. and Andina. He
is a partner at the law firm of Cariola, Diez & Perez Cotapos. Mr. Jaime García is Chief Executive Officer of Andina. Mr. García joined
us in 1977 as head of the research-studies department. In 1978, he was
appointed general manager of Embotelladora Talca (today part of
Embonor S.A.). In 1979, Mr. García was appointed general manager of Embotelladora
Concepción (part of Embonor S.A.). In 1983, he became financial manager
of Andina, a position that he held until 1987, when he was appointed general
manager of ISASA (a subsidiary of Andina). In 1990, Mr. García was appointed
general manager of Andina, a position which he held until 1993, when he became
our Chief Executive Officer. Mr. Michael Cooper is our Chief Operating Officer. Mr. Cooper joined us
in May 2000. In 1989, Mr. Cooper was the Chief Executive Officer of Inchape
Coca-Cola bottling operations, with businesses in Chile, Peru and Russia. In
1999, Embonor S.A. bought Inchape Chilean and Peruvian bottling operations and
Mr. Cooper became Chief Executive Officer of the consolidated entity. On October 31, 2002, Mr. Osvaldo Garay was appointed our Chief Financial
Officer, previously he held the position of Chief Controlling Officer of Andina
and has been with us since 1997. Prior to his tenure at Andina he held a
similar position with Grupo Claro. Mr. Pedro Pellegrini is the Chief Legal & Communications Officer of Andina
and has been with us since 1995. From 1986 to 1992, Mr. Pellegrini worked at
Carey & Cia., the largest law firm in Chile. From 1992 to 73




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1995, Mr. Pellegrini served as a Vice-president of Citibank, N.A. and
Citicorp-Chile and was in charge of legal corporate matters. In June 1995, Mr.
Pellegrini was hired by Andina as our Legal Counsel. Mr. Gonzalo Vergara is the Chief Procurement Officer and the Packaging
Division Corporate Manager for Andina. Mr. Vergara has been with us since
August of 1996. Mr. Vergara was previously Credit Manager and Manager of
Development of Almacenes Paris S.A. from July 2000 to the
present. Mr. Mr. Raul
Ramirez has held the position of Chief Technical Officer at the corporate
offices of Andina, reporting directly to the Chief Operating Officer. Mr. Raul
Ramirez held the position of Deputy Manager of Operations in the Andina plant
from August 1969 until August 1995. In 1995, Mr. Ramirez was promoted to
Corporate Manager of Engineering, a position that he held until December of
1996. In January of 1997 Mr. Ramirez was transferred to our operations in
Argentina  Cordoba, Edasa, acting as Technical Manager until July 2000. Mr. Germán Garib is the Chief Information Officer of Andina and has been
with us since 1998. Previous to his tenure at Andina, he was the Marketing
Manager of IBM Chile. Mr. Renato Ramírez is the General Manager of Andina (Soft Drink
Operations) and has been with us since 1979. Mr. Ramírez began working as the
head of the Budget and Costs Department and, in 1980, was appointed Planning
Assistant Manager. From January 1988 to August 1990, he was the Commercial
Manager of Embotelladora Williamson Balfour. From September 1990 to October
1992, Mr. Ramírez served as Marketing Manager for Telephone Company of Chile.
In August of 1993, Mr. Ramírez returned to Andina as Commercial Manager, a
position that he held until 1997. Mr. Carlos Lohmann is the President of Refrescos, a subsidiary of Andina,
and has been with us since August 1997. He began his professional career in
1970 at IBM Brasil and throughout his approximately 25 year career at IBM,
served in different positions, including Human Resources Manager, Commercial
Operations Support Manager, Branch Office Operations Manager, Director of
Customer Services in Brazil and in New York, Director of Customer Financing and
General Manager of IBM Leasing. In 1992, he was appointed General Manager of
the PC Company, a joint venture between IBM and Machline Group, in Sáo Paulo,
and in 1995 he was appointed General Manager of the PC Company in Florida, U.S. Mr. Alejandro Feuereisen serves as General Manager of Embotelladora del
Atlántico S.A. From September 1995 to July 1998, Mr. Feuereisen was Commercial
Manager of Embotelladora del Atlántico S.A.. From 1993 to 1995, Mr. Feureisen
was a Sales Manager at Andina and from 1981-1992 was an officer at Citibank,
Santiago de Chile. During the last three years Mr. Feuereisen was
Vice-President of the International Financial Institutions Group. From 1977 to
1980, Mr. Feuereisen served as Financial Analyst at Leasing Andino S.A., a
subsidiary of Banco de Chile. Mr. César Vargas is the General Manager of Vital S.A. (Juices and Mineral
Water Operations) and has been with us since 1978. Mr. Vargas began working as
project engineer and Head of Electric Maintenance, and in 1985 was appointed
Head of the Juice Division Plant in Santiago of Industrial Sud Andina S.A., a
former subsidiary of Embotelladora Andina S.A., later on becoming Deputy
Production Manager of the Juice and Mineral Water Division. In 1992, Vital
S.A. was created and Mr. Vargas is appointed Operations Manager, a position
that he held until 1998, when he was appointed General Manager. Compensation Directors and alternate directors are paid an annual fee for attendance to
Board meetings. The total compensation paid to each director or alternate
director during 2003, which was approved by our shareholders, was as follows: 74




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Compensation asDirector or AlternateDirector(millions of Ch$)(1)Alberto Hurtado F.
    
    
    78.0Arturo Majlis A.
    
    
    15.6Enrique Vicuña V.
    
    
    40.7Ernesto Bertelsen R.
    
    
    15.6Felipe Larraín B.
    
    
    39.0Glenn Jordan S.
    
    
    39.0Gonzalo Said H.
    
    
    17.3Jaime Said D.
    
    
    78.0Jorge Hurtado G.
    
    
    15.6José Antonio Garcés S. Sr.
    
    
    78.0José Antonio Garcés S. Jr.
    
    
    17.3José Said S.
    
    
    78.0Mario Diez U.
    
    
    15.6Salvador Said S.
    
    
    15.6
   (1)
    
    The amounts paid to each director and directors alternate for attendance
at Board meetings varies in accordance with the position held and the time
period during which such position was held. For the year ended December 31, 2003, the aggregate amount of compensation
we paid to all directors and executive officers was Ch$2,259 million of which
Ch$1,715 million was paid to our executive officers. We do not disclose to our
shareholders or otherwise make available public information as to the
compensation of our individual executive officers. We do not maintain any
pension or retirement programs for our directors or executive officers. See 
 Employees. Employees On December 31, 2003, we had approximately 4,124 employees, including
1,268 in Chile, 1,442 in Brazil, and 1,414 in Argentina, of which 143, 0 and
342, respectively, were temporary employees. During the South American summer,
it is customary for us to increase the number of employees in order to meet
peak demand. On December 31, 2003, approximately 36.4%, 12.3% and 66% of our
employees in Chile, Brazil and Argentina, respectively, were members of unions.
Management believes that we generally have good relations with our employees.
In fact, in Chile, Andina received two awards from independent organizations in
2003 highlighting our labor relations and the positive effect they have on our
business. Pursuant to the collective bargaining agreement in Chile, employees
dismissed without cause are entitled to severance pay equal to one months
salary for every year of employment. We have made the required provisions for
labor-related expenses according to approved accounting regulations. We
contribute to a national health insurance system of government and privately
operated facilities and do not contribute to pension funds because employees
are subject to mandatory contributions to such funds or, for certain older
employees, government-sponsored pension funds. Other than a four-day strike in June 1997, we have not experienced work
stoppages in Chile in the past 20 years. We signed a new collective bargaining
agreement with Unions No. 1 (workers) and No. 2 (employees) in 2003. During
2004, we will bargain collectively with Union No. 3 (which principally
represents sales personnel). 75




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In Brazil, collective bargaining agreements are negotiated on an
industry-wide basis, though individual companies can negotiate special terms
for their affiliates that apply to all other employees in each state where
companies have a plant. Collective bargaining agreements are generally binding
for one year. With respect to Rio de Janeiro Refrescos Ltda., there are five
collective bargaining agreements currently in force: (1) two agreements for
employees in the State of Rio de Janeiro: (a) one agreement with the Drinking
Industry Employees Union from October 1, 2003 to September 30, 2004; (b) one
with the Salesmen Union from October 1, 2003 to September 30, 2004; (2) one
agreement for employees in the State of Minas Gerais with the Foodstuff
Industry Employees Union from May 1, 2003 to April 30, 2004; and (3) two
agreements for employees in the State of Espírito Santo: (a) one agreement
with the Haulers Union from July 1, 2003 to June 30, 2004; (b) one agreement
with the Salesmen Union from December 1, 2003 to November 30, 2004. Such
agreements do not require us to increase wages on a collective basis. Only
selected increases were granted, mainly in the manufacturing area. We provide
benefits to our employees according to relevant legislation and to the
collective bargaining agreements. Refrescos experienced its most recent work
stoppages in January and in October 1990, for eight days in each case. In Argentina, 67% of Edasas employees are represented by local workers
unions associated with a national federation of unions since they are included
in collective bargaining agreements. The Chamber of Non-Alcoholic Bottling
Companies (the Chamber) and the Federation of Unions of Non-Alcoholic
Bottlers are parties to collective bargaining agreements that expired in April
1997 but which continue in effect until renegotiated. Argentine law requires severance payments upon dismissal without cause,
calculated on the basis of one-month pay for each year of employment or a
fraction thereof longer than three months. Employees hired after October 2,
1998, have a different severance payment system based on 1/12 of their monthly
salary per month of service. Both severance payments are subject to maximum and
minimum amounts. On January 6, 2001, the Argentine government, as a result of
the Argentine economic emergency, declared Law 25,561 which is designed to
seriously limit dismissals of employees by employers for 180 days (the effects
of these limits have been extended until March 2003 under resolution N°883/02
of the government). Employers, however, may still dismiss their employees if
they are willing to pay employees double, and if they hired them since January
2003, this resolution does not apply. Decrees 883/02 and 662/03 extended this
dismissals limitation until the end of June 2003. In 1999 Edasa completed a new plant in the Province of Córdoba with the
latest technological advances and consolidated its operations in the new plant.
During July, 2002, Edasa performed a restructuring process which aimed to
transform its productive centers in the Provinces of Santa Fe and Mendoza into
logistic centers and at centralizing its production in the Province of Córdoba.
Consolidated operations and centralized production in the new plant resulted in
greater than normal labor turnover. Both the consolidation and the
centralization processes resulted in extraordinary one-time labor costs. As of December 31, 2003, Edasa had no pension fund liabilities. Employees
contribute, on the basis of automatic withholding, to either the privately
administered retirement funds or to the government social security system. Most
of the health system in the Argentine territory is run by the unions through
contributions from union and non-union employees. Share Ownership of Directors, Members of the Audit Committee and Senior Executives The following tables set forth the amount and percentage of our shares
beneficially owned by our directors, members of the Auditors Committee and
senior executives as of December 31, 2003.  (1)
    
    José Antonio Garcés Silva (Senior) holds shares of Andina as follows:  
    
    As direct share ownership, the following shares and percentage: 76




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Amount of Series B Shares
    
    % Series B Shares49,600
    
    0.01%
  
    
    As indirect share ownership through other companies, the
following shares and percentage: Amount of Series B Shares
    
    % Series B Shares8,224,933
    
    2.16%
  
    
    As beneficial owner, through Dolovan Finance Inc., foreign
company which holds a 25% stake in the controlling shareholders
Inversiones Freire Limitada and Inversiones Freire Dos Limitada, the
following shares and percentage: Amount of Series A Shares
    
    % Series A Shares49,983,049
    
    13.15%
  
    
    As beneficial owner, indirectly through Dolovan Finance Inc.,
and this through other Chilean companies, the following shares and
percentage: Amount of Series B Shares
    
    % Series B Shares18,462,219
    
    4.86%
  (2)
    
    Alberto Hurtado Fuenzalida holds shares of Andina as follows:  
    
    As direct share ownership, the following shares and percentage: Amount of Series B Shares
    
    % Series B Shares49,600
    
    0.01%
  
    
    As indirect share ownership through other companies, the
following shares and percentage: Amount of Series B Shares
    
    % Series B Shares4,170,726
    
    
    1.10
    %
  
    
    As beneficial owner, through Hydra Investments and Shipping
Corp., foreign company which holds a 25% stake in the controlling
shareholders Inversiones Freire Limitada and Inversiones Freire Dos
Limitada, the following shares and percentage: Amount of Series A Shares
    
    % Series A Shares50,001,651
    
    13.15%
  
    
    As beneficial owner, indirectly through Hydra Investments and
Shipping Corp., and this through other Chilean companies, the
following shares and percentage: Amount of Series B Shares
    
    % Series B Shares24,985,066
    
    6.58%
  (3)
    
    José Said Saffie holds shares of Andina as follows:  
    
    As direct share ownership, the following shares and percentage: Amount of Series B Shares
    
    % Series B Shares49,600
    
    0.01%
 77




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
    
    As indirect share ownership through other companies, the
following shares and percentage: Amount of Series B Shares
    
    % Series B Shares8,839,318
    
    
    2.33
    %
  
    
    As beneficial owner, through Ledimor Financial Corp., foreign
company which holds a 25% stake in the controlling shareholders
Inversiones Freire Limitada and Inversiones Freire Dos Limitada, the
following shares and percentage: Amount of Series A Shares
    
    % Series A Shares50,001,651
    
    13.15%
  
    
    As beneficial owner, indirectly through Ledimor Financial
Corp., and this through other Chilean companies, the following shares
and percentage: Amount of Series B Shares
    
    % Series B Shares15,189,738
    
    4.00%
  (4)
    
    Jaime Said DeMaria holds shares of Andina as follows:  
    
    As direct share ownership, the following shares and percentage: Amount of Series B Shares
    
    % Series B Shares49,600
    
    0.01%
  
    
    As indirect share ownership through other companies, the
following shares and percentage: Amount of Series B Shares
    
    % Series B Shares499,362
    
    0.13%
  
    
    As beneficial owner, through Wilsim Corporation, foreign
company which holds a 25% stake in the controlling shareholders
Inversiones Freire Limitada and Inversiones Freire Dos Limitada, the
following shares and percentage Amount of Series A Shares
    
    % Series A Shares50,001,651
    
    13.15%
  
    
    As beneficial owner, indirectly through Wilsim Corporation, and
this through other Chilean companies, the following shares and
percentage: Amount of Series B Shares
    
    % Series B Shares31,194,399
    
    8.21 %
  (5)
    
    José Antonio Garcés Silva (Junior) holds shares of Andina as follows:  
    
    As indirect share ownership through other companies, the
following shares and percentage: Amount of Series B Shares
    
    % Series B Shares1,536,141
    
    0.40%
  (6)
    
    Salvador Said Somavía holds shares of Andina as follows: 78




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
    
    As indirect share ownership through other companies, the
following shares and percentage: Amount of Series B Shares
    
    % Series B Shares4,584,146
    
    1.21%
  (7)
    
    Gonzalo Said Handal holds shares of Andina as follows:  
    
    As indirect share ownership through other companies, the
following shares and percentage: Amount of Series B Shares
    
    % Series B Shares4,458,743
    
    1.17%
 79




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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS Major Shareholders The following table sets forth certain information concerning beneficial
ownership of our capital stock at December 31, 2003, with respect to the
principal shareholders known to us who maintain at least a 5% beneficial
ownership in our shares and with respect to all of our directors and executive
officers as a group: % of Series A
    
    
    
    
    
    % of Series BShareholder
    
    Series A
    
    Shares
    
    Series B
    
    Shares(1)Freire
    
    
    200,006,603
    
    
    
    52.61
    %
    
    
    181,469,184
    
    
    
    47.74
    %The Bank of New York(2)
    
    
    50,951,790
    
    
    
    13.40
    
    
    
    79,642,440
    
    
    
    20.95The Coca-Cola Company, directly
or through subsidiaries
    
    
    41,962,864
    
    
    
    11.04
    
    
    
    41,962,864
    
    
    
    11.04AFPs as a group
    
    
    52,590,913
    
    
    
    13.83
    
    
    
    15,764,785
    
    
    
    4.15Principal foreign mutual funds as a group
    
    
    14,564,725
    
    
    
    3.83
    
    
    
    16,746,197
    
    
    
    4.41Directors and executive officers as a group
    
    
    173,624
    
    
    
    0.05
    
    
    
    411,877
    
    
    
    0.11
   (1)
    
    The ownership percentages listed above reflect the voting and economic
interests of Andinas shareholders.(2)
    
    Acting as depositary for the ADRs. Freire holds a controlling interest in Andina. Freire is beneficially
owned in equal interests by Messrs. Jaime Said D., Alberto Hurtado F., José
Said S. and José Antonio Garcés S., each of whom is also a director of Andina.
Accordingly, each Freire partner may be deemed the beneficial owner of all of
the interests in shares owned by Freire. Pursuant to an agreement among
partners, dated May 29, 1992, which shall remain in effect for so long as
Freire is in existence, each partner in Freire shall not, except as set forth
below, dispose of his pro rataportion of the shares of our stock. Any interest
held by a partner in excess of such pro rataportion may be disposed of freely.
With regard to any sales of shares that would cause such partners holding to
fall below his pro rataportion, the selling partner must grant to the other
partners a right of first refusal with respect to all interests of which he
wishes to dispose. The four Freire partners also have agreed to rotate the
position of Chairman of the Board among themselves annually with Mr. José
Antonio Garcés Silva, as the current chairman. At an extraordinary shareholders meeting held on September 30, 1996, our
shareholders approved the Reclassification whereby each outstanding share of
Common Stock was replaced by one newly issued Series A Share and one Series B
Share. Series A Shares have full voting power and are entitled to elect six of
seven regular and alternate directors. Series B Shares have no voting power but
for the power to elect one regular and one alternate director, and are entitled
to a dividend equal to 10% more than any dividends for Series A
Shares. The Reclassification was consummated on April 27, 1997. See Item 4.
Information on the Company  Part A. History and Development of the Company 
History. In connection with The Coca-Cola Companys investment in Andina, the
Coca-Cola shareholders and Freire entered into a Shareholders Agreement dated
September 2, 1996 (the Shareholders Agreement), providing for certain
restrictions on the transfer of shares of Andina capital stock by the Coca-Cola
Shareholders and Freire. Specifically, Freire is restricted from transferring
its Series A Shares without the prior authorization of The Coca-Cola Company.
The Shareholders Agreement also provides for certain corporate governance and
other matters, including the right of the Coca-Cola shareholders collectively
to elect one regular and one alternate member of our Board of Directors so long
as The Coca-Cola Company and its subsidiaries collectively own an aggregate of
at least 4% of the Series A Shares and, if such ownership falls below 4%, The
Coca-Cola Company and its subsidiaries fail to increase its ownership to at
least 4% within the succeeding twelve months. In addition, in related
agreements, Freire granted the Coca-Cola shareholders an option, exercisable
upon the occurrence of 80




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certain changes in the beneficial ownership of Freire, to acquire, all but
not part, of our Series A Shares held by Freire at a price and in accordance
with procedures established in such agreements. The total number of registered ADR holders Andina had at December 2003 was
26 (12 in the Series A ADRs and 14 in the Series B ADRs). At December 31,
2003, the ADRs represented 17.2% of the total number of our issued and
outstanding shares. Bank of New York, as Depositary, is the only U.S.
shareholder of record. Related Party Transactions In the ordinary course of our business, we engage in a variety of
transactions with certain of our affiliates and related parties. Financial
information concerning these transactions is set forth in Note 10 to our
Consolidated Financial Statements. Article 89 of the Ley de Sociedades Anónimas
(the Chilean Companies Law) requires that our transactions with related
parties be on a market basis or on similar terms to those customarily
prevailing in the market. We are required under Article 89, to compare the
terms of any such transaction to those prevailing in the market at the date the
transaction is to be entered into. Directors of companies that violate Article
89 are liable for losses resulting from such violation. In addition, Article 44
of the Ley de Sociedades Anónimas, provides that any transaction in which a
director has a personal interest or is acting on behalf of a third-party, must
be previously approved by the board of directors, which will do so only when it
has been informed of such directors interest and the terms of such transaction
are similar to those prevailing in the market. According to an amendment
introduced to the Chilean Companies Law in December 2000, if the proposed
transaction involves amounts considered material, the board must previously
declare that such transaction is consistent with equity conditions similar to
those prevailing in the market. If it is not possible to reach such a judgment,
the board may appoint two independent evaluators. The evaluators final
conclusions must be brought to the shareholders and directors attention for a
period of 20 business days, during which shareholders representing 5% or more
of the issued voting shares may request the board to call a shareholders
meeting to solve the matter by a majority of two thirds of the issued voting
shares. For the purposes of this regulation, the Chilean Companies Law provides
that the amount of a proposed transaction will be material when it exceeds 1%
of the companys paid in capital and reserves, provided that it also exceeds
2,000 UF, and in any event, when it exceeds 20,000 UF, and even if they are
reviewed, there can be no assurance the Agreements will be renewed on the
existing terms. All resolutions approving such transactions must be reported to the
companys shareholders at the next annual shareholders meeting. Violation of
Article 44 may result in administrative or criminal sanctions and civil
liability to shareholders or third parties who suffer losses as a result of
such violation. The violation of Article 44 of law 18,046, will not affect the validity of
the transaction, but will grant the business entity, the shareholders or
interested third parties the right to be indemnified for damages, and to force
the director to make reparations to the business entity in an amount equivalent
to the benefits that would have been derived for the business entity, absent
such negotiations by such director, his relatives, or his representatives,
without prejudice of other administrative or criminal sanctions. Our management believes, to the best of its knowledge, that it has
complied, in all material respects with Article 89 and Article 44 in all
transactions with related parties. There can be no assurance, however, that the
aforementioned regulations will not be modified in the future. Bottler Agreements In the course of our business, we have entered into agreements with The
Coca-Cola Company. Bottler Agreements (as defined hereunder) are international
standard contracts of The Coca-Cola Company entered into with bottlers outside
the United States for the sale of concentrates and beverage basis for certain
Coca-Cola soft drinks and non-soft drink beverages. We are a party to the
following bottler agreements: (i) with respect to the Chilean territory, a
bottler agreement entered into between Andina and The Coca-Cola Company (the
Chilean 81




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##### Table of Contents



Bottler Agreement), which was extended for a term of five years as of
January 18, 2003; (ii) with respect to the Brazilian territory, a bottler
agreement between Refrescos and C-C Brazil with The Coca-Cola Company as an
intervening party (collectively, the Brazilian Bottler Agreement), which is
due to expire on April 2, 2008; (iii) with respect to the Argentine territory,
bottler agreements, between Edasa and The Coca-Cola Company (the Argentine
Bottler Agreements), which are due to expire on December 10, 2006; and (iv)
with respect to the Chilean territory, a bottler agreement entered into between
Vital and The Minute Maid Company and a mineral water production and bottling
agreement entered into between Vital and C-C Chile (together the Vital Bottler
Agreements) which are due to expire on December 31, 2008 (the Chilean Bottler
Agreement, the Brazilian Bottler Agreement, the Argentine Bottler Agreements
and the Vital Bottler Agreements, collectively, the Bottler Agreements).
Bottler Agreements are renewable upon request by the bottler at the sole
discretion of The Coca-Cola Company. We cannot assure you that the Bottler
Agreements will be renewed upon their expiration, and even if they are
reviewed, we cannot assure you that the agreements will be reviewed on the
existing terms. The Bottler Agreements provide that we will purchase our entire
requirement of concentrates and beverage basis for Coca-Cola soft drinks and
other Coca-Cola beverages from The Coca-Cola Company and other authorized
suppliers. Although under the Bottler Agreements The Coca-Cola Company, in its
sole discretion, may set the price of concentrates and beverage basis (among
other terms) we, in turn, set the price of products sold to
retailers at our
discretion, subject only to certain price restraints. We are the sole producer of Coca-Cola soft drinks and other Coca-Cola
beverages in its franchise territories. Although this right is not exclusive,
The Coca-Cola Company has never authorized any other entity to produce or
distribute Coca-Cola soft drinks or other Coca-Cola beverages in such
territories, and we expect that it will not do so in the future, although we
cannot assure you to that effect. We have no exclusive right to distribute
post-mix beverages. The Bottler Agreements include an acknowledgment by us that The Coca-Cola
Company is the sole owner of the trademarks that identify the Coca-Cola soft
drinks and other Coca-Cola beverages and of any secret formulae used in
concentrates. All distribution must be in authorized containers. The Coca-Cola Company
has the right to approve, at its sole discretion, any and all kinds of packages
and containers for beverages, including their size, shape and any of their
attributes. The Coca-Cola Company has the authority at its sole discretion to
redesign or discontinue any package of any of the Coca-Cola products, subject
to certain limitations, so long as Coca-Cola soft drinks and other Coca-Cola
beverages are not all discontinued. We are prohibited from producing or
handling any other beverage products, other than those of The Coca-Cola
Company, or other products or packages that would imitate, infringe or cause
confusion with the products, trade dress, containers or trademarks of The
Coca-Cola Company, or from acquiring or holding an interest in a party that
engages in such activities. The Bottler Agreements also impose restrictions
concerning the use of certain trademarks, authorized containers, packaging and
labeling of The Coca-Cola Company and prohibit bottlers from distributing
Coca-Cola soft drinks or other Coca-Cola beverages outside their designated
territories. The Bottler Agreements require us to maintain adequate production and
distribution facilities; inventories of bottles, caps, boxes, cartons and other
exterior packaging or materials; to undertake adequate quality control measures
prescribed by The Coca-Cola Company; to develop, stimulate, and fully satisfy
the demand for Coca-Cola soft drinks and other Coca-Cola beverages and to use
all approved means, and spend such funds on advertising and other forms of
marketing, as may be reasonably required to meet that objective; and to
maintain such sound financial capacity as may be reasonably necessary to assure
performance by us and our affiliates of our obligations to The Coca-Cola
Company. All Bottler Agreements require us annually to submit our business
plans for such franchise territories to The Coca-Cola Company, including
without limitation, marketing, management, promotional and advertising plans
for the ensuing year. 82




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The Coca-Cola Company has no obligation to contribute to our expenditures
derived from advertising and marketing, but it may, at its discretion,
contribute to such expenditures and undertake independent advertising and
marketing activities, as well as cooperative advertising and sales promotion
that would require our cooperation and support. In each of the franchise
territories, The Coca-Cola Company has been contributing approximately 50% of
advertising and marketing expenses, but no assurances can be given that
equivalent contributions will be made in the future. Each bottler is prohibited from, directly or indirectly, assigning,
transferring or pledging its Bottler Agreement, or any interest therein,
whether voluntarily, involuntarily or by operation of law, without the consent
of The Coca-Cola Company, and each Bottler Agreement is subject to termination
by The Coca-Cola Company in the event of default by us. Moreover, the bottler
may not undergo a material change of ownership or control without the consent
of The Coca-Cola Company. The Coca-Cola Company may terminate a Bottler Agreement immediately, by
written notice to the bottler, in the event that, inter alia, (i) the bottler
suspends payments to creditors, declares bankruptcy, is declared bankrupt, is
expropriated or nationalized, is liquidated, dissolved, changes its legal
structure, or pledges or mortgages its assets; (ii) the bottler does not comply
with instructions and standards established by The Coca-Cola Company relating
to the production of its authorized soft drink products; (iii) the bottler
ceases to be controlled by its controlling shareholders; or (iv) the terms of
the Bottler Agreement come to violate applicable law. Either party to any Bottler Agreement may, with 60 days notice thereof to
the other party, terminate the Bottler Agreement in the event of non-compliance
of such other party with the terms thereof so long as the party in
non-compliance has not remedied such non-compliance during such period. In
addition, if a bottler does not wish to pay the required price for concentrate
for any Coca-Cola products, it must notify The Coca-Cola Company within 30 days
of receipt of The Coca-Cola Companys new prices. In the case of any Coca-Cola
soft drink or other Coca-Cola beverages other than Coca-Cola concentrate, the
franchise regarding such product shall be deemed automatically canceled three
months after The Coca-Cola Companys receipt of the bottlers notice of
refusal. In the case of Coca-Cola concentrate, the Bottler Agreements shall be
deemed terminated three months after The Coca-Cola Companys receipt of the
bottlers notice of refusal. The Coca-Cola Company may also terminate the
Bottler Agreements if the bottler or any individual or legal entity that
controls, owns a majority share in or directly or indirectly influences the
management of the bottler, engages in the production of any non-Coca-Cola
beverage, whether through direct ownership of such operations or through
control or administration thereof, provided that, upon request, the bottler
shall be given six months to remedy such situation. PET Contracts Envases CMF produces returnable PET bottles pursuant to agreements with
The Coca-Cola Company (the PET Contracts), which transfer The Coca-Cola
Companys license to manufacture such bottles using non-proprietary technology
provided by Continental PET Technologies Inc. (Continental). Multipack leased
molds from The Coca-Cola Company for returnable PET bottles in the distinctive
bottle shapes used for Coca-Cola soft drinks. In May 1995, Multipack obtained
the license from Continental to produce non-returnable PET bottles with a high
content of recycled material using multilayer technology developed by
Continental. Multipack has transferred all of such rights to Envases CFM
pursuant to the Cristalerías joint venture described below. The PET Contracts expire in July 2007 and are automatically renewable for
two additional years at the option of CFM Envases. The Coca-Cola Company may
terminate the PET Contracts prior to that date if (i) CFM Envases is unable to
produce bottles meeting contract specifications, (ii) CFM Envases breaches
contract obligations, or (iii) PET bottle production has an adverse impact on
The Coca-Cola Companys trademarks, trade 83




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##### Table of Contents



dress or reputation, or exposes The Coca-Cola Company to a material risk
of liability. There can be no assurance that the PET Contracts will be renewed
after the two-year renewal (if exercised by CFM Envases) expires. Cristalerías Joint Venture. Through our respective subsidiaries,
Multipack and Crowpla Reicolite S.A., we and Cristalerías de Chile S.A.
executed a letter of intent on May 29, 2001 to develop a PET production
facility in Chile. On June 29, 2001, we and Cristalerías de Chile S.A. signed a series of
contracts forming the joint venture through the formation of Envases CMF S.A.
We contributed the assets necessary to further the development of the joint
venture from Multipack. Our subsidiary Andina Inversiones Societarias S.A.
holds a 50% stake in the joint venture while Cristalerías de Chile S.A. retains
the other 50% interest. Other transactions with related companies are outlined in the following
table: 84




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December 31,2003
    
    2002Effect on
    
    
    
    
    
    Effect onincome
    
    
    
    
    
    income(charge/
    
    
    
    
    
    (charge/Company
    
    Relation
    
    Transaction
    
    Amount
    
    credit)
    
    Amount
    
    credit)(millions of Ch$)Envases Central S.A.
    
    Affiliate
    
    Sales of raw
materials and
supplies
    
    Ch$ 1,163
    
    Ch$ 
    
    Ch$ 1,277
    
    Ch$ 77Finished product
purchases
    
    
    13,884
    
    
    
    
    
    
    
    13,592
    
    
    Loan issued
    
    
    
    
    
    
    
    
    
    
    291
    
    
    Envases Italprint S.A.
    
    Director in common
    
    Raw material
purchases
    
    
    9
    
    
    
    
    
    
    
    700
    
    
    Coca Cola de Chile S.A.
    
    Common shareholder
    
    Concentrate
purchases
    
    
    34,269
    
    
    
    
    
    
    
    39,938
    
    
    Advertising
participation
    
    
    2,790
    
    
    
    (2,790
    )
    
    
    2,792
    
    
    
    (2,792
    )Water source rental
    
    
    1,289
    
    
    
    (1,289
    )
    
    
    1,580
    
    
    
    (1,580
    )Others
    
    
    552
    
    
    
    
    
    
    
    1,178
    
    
    
    (1,178
    )Coca Cola de Argentina
S.A.
    
    Common shareholder
    
    Concentrate
purchases
    
    
    13,749
    
    
    
    
    
    
    
    10,531
    
    
    Cican S.A.
    
    Affiliate
    
    Can purchases
    
    
    
    
    
    
    
    
    
    
    1,577
    
    
    PET purchases
    
    
    
    
    
    
    
    
    
    
    119
    
    
    Cervejarias Kaiser S.A.
    
    Affiliate
    
    Finished product
purchases
    
    
    6,091
    
    
    
    
    
    
    
    4,970
    
    
    Advertising and
other expenses
    
    
    1,039
    
    
    
    (1,039
    )
    
    
    1,132
    
    
    
    (1,132
    )Envases del Pacifico S.A.
    
    Director in common
    
    Label purchases
    
    
    940
    
    
    
    
    
    
    
    155
    
    
    Recofarma Industrias do
Amazonas Ltda.
    
    Affiliate
    
    Concentrate
purchases
    
    
    17,258
    
    
    
    
    
    
    
    25,463
    
    
    Advertising
participation
    
    
    4,671
    
    
    
    4,671
    
    
    
    15,613
    
    
    
    15,613Envases CMF S.A.
    
    Affiliate
    
    Container purchases
    
    
    3,661
    
    
    
    
    
    
    
    7,011
    
    
    Raw material
purchases
    
    
    9,484
    
    
    
    
    
    
    
    6,032
    
    
    Raw material sales
    
    
    1,269
    
    
    
    
    
    
    
    
    
    
    Centralli Refrigerantes
S.A.
    
    Affiliate
    
    Finished product
purchases
    
    
    848
    
    
    
    
    
    
    
    4,399
    
    
    
 85




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ITEM 8. FINANCIAL INFORMATION See Item 18 Financial Statements for our Consolidated Financial
Statements filed as part of this annual report. Legal Proceedings We are a party to certain legal proceedings arising in the normal course
of our business, none of which individually or in the aggregate, is material to
our financial condition, with the exception of the tax-related legal proceeding
described below, relating to our Brazilian operations. When we acquired Refrescos, in 1994, there were several significant legal
proceedings pending in Brazilian courts, principally relating to certain
potential tax liabilities. Under the terms of the Refrescos acquisition, Confab
Industrial S.A. (Confab), one of Refrescos prior owners, agreed to indemnify
us for the portion of such pending tax claims that occurred prior to the
Refrescos acquisition. Confabs indemnities are secured by a US$30 million
mortgage over certain property, plant and equipment owned by Confab. In the event of an unfavorable result
in any of these claims, Refrescos could be responsible for payment of any tax
liability and would have to separately seek reimbursement from Confab. In each
matter covered by the Confab indemnities, Confab is responsible for prosecuting
the defense of the claim and controls the litigation strategy. Refrescos is involved in numerous pre-acquisition labor, tax and contract
claims which relate primarily to overtime pay and the timing of wage
adjustments mandated by changes in government wage policy, the amount of which
claims, taken in the aggregate, is not material to our results, and a
substantial portion of which should be covered by the Confab indemnities. In the second quarter of 2000, ten new tax assessment notices were brought
against Refrescos as a result of an investigation carried out by state tax
authorities with respect to the imposto sobre circulação mercadoria de serviços
(the ICMS tax), a Brazilian tax assessed to distributors of goods and
services. The total aggregate assessed amount was US$230.5 million, of which
US$33.5 million related to seven assessment notices in connection with the
assignment of tax credits between our subsidiaries, the prices to be considered
for ICMS purposes in such assignments, and compliance with certain tax benefits
given to us in the past. We have appealed all such assessments. Of the US$230.5 million referred to above, the most relevant ICMS tax
assessments are three assessments that aggregate US$197.0 million, all of which
relate to the ICMS tax payment procedure called tax substitution regime.
Through this regime, we are responsible not only for the payment of any ICMS
tax arising from our sales to retailers and distributors but also for the ICMS
tax due by retailers and distributors on their direct sales to consumers. The
controversy refers to the tax basis considered by us in the calculation of the
ICMS under said regime. We based the tax due on our calculated 70% profit
margin which represents the margin applicable to sales made through
distributors while the authorities allege that we should have based our tax due
on a profit margin of 140%. We believe we have a reliable basis to utilize the
lower 70% margin since we execute direct sales to retailers and thereby act as
a distributor, incurring distribution costs which we believe entitles us to the
same 70% treatment applicable to distributors. Our defense is based upon strong
legal arguments questioning the legal validity of attributing a 140% profit
margin. In addition, utilization of the 70% profit margin as a basis for the
ICMS tax assessment is under negotiation with the Brazilian tax authorities and
a formal review request was filed with the Brazilian tax authorities by the
Brazilian Bottling Industry Association. A favorable decision would indicate
recognition of the right to use the 70% margin challenged by the authorities in
the assessments. 86




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##### Table of Contents



In December 2002, the Brazilian tax authorities considered invalid several
tax assessment notices, including the three assessments referred to the above
related to the ICMS tax payment procedure called tax substitution regime.
Therefore, as of December 31, 2002, the total assessed amount in controversy is
US$18 million. Concerning the acquisition by Refrescos of the Perma franchises in March
2000, there are several significant legal proceedings pending in Brazilian
courts, principally relating to certain potential tax liabilities. Under the
terms of the Perma acquisition, Russel W. Coffin and Corrine Coffin (Coffin),
two of Permas prior ultimate owners, agreed to indemnify Refrescos for the
portion of such pending tax claims that occurred prior to the Perma
acquisition. Coffins indemnities are secured by two bank letters of credit,
currently in an aggregate amount of approximately US$59.0 million. In July
2002, the aggregate sum of these letters of credit was approximately US$29
million. In the event of an unfavorable result in any of these cases, Refrescos
would be responsible for payment of any tax liabilities and would have to
separately seek reimbursement from Coffin. In each claim covered by the Coffin
indemnities, Coffin is responsible for prosecuting the defense of the claim and
controls the litigation strategy. We cannot guarantee that we will obtain
favorable outcomes in any of the above-mentioned proceedings, or that adverse
outcomes will not have a material impact on our companys results or
operations. As a result of an employee reorganization in our plant located in the
Province of Cordoba, Argentina, during the first half of 1999, Edasa was sued
by some former employees who requested the courts to declare the Labor Risk Law
(LRK) unconstitutional, in order to claim damages for alleged work related
illnesses. In February 2002, In re Gorosito, Juan Ramón v. Riva S.A. et al. the
Argentine Supreme Court held the LRK as constitutional. This ruling was also
followed by the Supreme Court of the Province of Córdoba. In consequence, LRK
should be applicable and, as a consequence, risk insurance companies should be
required to assume all work-related illness and injuries. There are reasonable arguments on which to base the expectation that the
Argentine Supreme Court will not declare the LRK unconstitutional. Among other
reasons, a closed compensation system for work related illnesses and injuries
does not imply per se that it is unconstitutional. The fact that employers liability under LRK is exclusively limited to
those cases in which the employer engaged in fraud against the employees is not
necessarily detrimental to employees rights to the extent that LRK benefits
are granted automatically. 87




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##### Table of Contents



ITEM 9. THE OFFER AND LISTING Shares of Andinas Common Stock have traded in the United States on the
New York Stock Exchange (NYSE) since July 14, 1994 in the form of American
Depositary Shares (ADSs), each representing six shares of Common Stock, with
the ADSs in turn evidenced by American Depositary Receipts (ADRs). The
Depositary for the ADSs is The Bank of New York. The table below shows the high and low daily closing prices of the Common
Stock in Chilean pesos and the trading volume of the Common Stock on the
Santiago Stock Exchange for the periods indicated. It also shows the high and
low daily closing prices of the ADSs and the volume traded in the New York
Stock Exchange. Share Prices Santiago and New York Stock Exchanges Share Volume(in thousands)
    
    Ch$ per ShareSeries A
    
    Series BSeries A
    
    Series B
    
    High
    
    Low
    
    High
    
    Low1999
    
    
    14,524
    
    
    
    17,025
    
    
    Ch$
    1,740
    
    
    Ch$
    1,000
    
    
    Ch$
    1,320
    
    
    Ch$
    9002000
    
    
    23,262
    
    
    
    26,567
    
    
    
    1,620
    
    
    
    990
    
    
    
    1,360
    
    
    
    8002001
    
    
    15,890
    
    
    
    56,229
    
    
    
    1,650
    
    
    
    980
    
    
    
    1,220
    
    
    
    9202002:
    
    
    43,783
    
    
    
    74,233
    
    
    
    1,100
    
    
    
    600
    
    
    
    900
    
    
    
    5692003:1st Quarter
    
    
    3,434
    
    
    
    9,132
    
    
    Ch$
    870
    
    
    Ch$
    810
    
    
    Ch$
    860
    
    
    Ch$
    7702nd Quarter
    
    
    13,808
    
    
    
    17,536
    
    
    
    1,030
    
    
    
    825
    
    
    
    1,040
    
    
    
    7903rd Quarter
    
    
    4,068
    
    
    
    8,268
    
    
    
    1,000
    
    
    
    880
    
    
    
    980
    
    
    
    8504th Quarter
    
    
    6,960
    
    
    
    12,632
    
    
    
    1,220
    
    
    
    930
    
    
    
    1,220
    
    
    
    9302004:January
    
    
    2,761
    
    
    
    6,786
    
    
    Ch$
    1,150
    
    
    Ch$
    1,045
    
    
    Ch$
    1,150
    
    
    Ch$
    1,040February
    
    
    3,667
    
    
    
    3,877
    
    
    
    1,200
    
    
    
    1,060
    
    
    
    1,195
    
    
    
    1,059March
    
    
    1,557
    
    
    
    3,167
    
    
    
    1,250
    
    
    
    1,090
    
    
    
    1,240
    
    
    
    1,070April
    
    
    2,727
    
    
    
    9,826
    
    
    
    1,255
    
    
    
    1,110
    
    
    
    1,260
    
    
    
    1,120May
    
    
    1,023
    
    
    
    7,636
    
    
    
    1,250
    
    
    
    1,190
    
    
    
    1,260
    
    
    
    1,150
 ADS Volume(in thousands)
    
    US$ per ADSSeries A
    
    Series BSeries A
    
    Series A
    
    High
    
    Low
    
    High
    
    Low1999
    
    
    40,656
    
    
    
    44,746
    
    
    US$
    20.75
    
    
    US$
    12.56
    
    
    US$
    16.75
    
    
    US$
    10.432000
    
    
    94,016
    
    
    
    111,805
    
    
    
    19.50
    
    
    
    10.50
    
    
    
    16.00
    
    
    
    9.002001
    
    
    51,083
    
    
    
    47,046
    
    
    
    16.50
    
    
    
    8.19
    
    
    
    12.88
    
    
    
    7.102002:
    
    
    29,960
    
    
    
    51,386
    
    
    
    9.90
    
    
    
    4.72
    
    
    
    8.25
    
    
    
    4.812003:1st Quarter
    
    
    4,390
    
    
    
    5,171
    
    
    
    7.19
    
    
    
    6.10
    
    
    
    7.18
    
    
    
    6.052nd Quarter
    
    
    5,891
    
    
    
    16,634
    
    
    
    8.65
    
    
    
    6.70
    
    
    
    8.86
    
    
    
    6.703rd Quarter
    
    
    2,809
    
    
    
    10,406
    
    
    
    8.65
    
    
    
    7.51
    
    
    
    8.45
    
    
    
    7.414th Quarter
    
    
    6,600
    
    
    
    22,676
    
    
    
    11.07
    
    
    
    8.35
    
    
    
    11.40
    
    
    
    8.422004:January
    
    
    1,397
    
    
    
    2,200
    
    
    
    12.02
    
    
    
    10.40
    
    
    
    12.08
    
    
    
    10.86February
    
    
    2,216
    
    
    
    4,780
    
    
    
    12.05
    
    
    
    10.61
    
    
    
    12.34
    
    
    
    10.75March
    
    
    1,974
    
    
    
    4,025
    
    
    
    12.55
    
    
    
    10.62
    
    
    
    12.55
    
    
    
    10.35April
    
    
    2,471
    
    
    
    2,824
    
    
    
    11.97
    
    
    
    10.91
    
    
    
    12.25
    
    
    
    11.00May
    
    
    765
    
    
    
    3,869
    
    
    
    11.74
    
    
    
    10.85
    
    
    
    11.80
    
    
    
    11.05
   Sources:
    
    Santiago Stock Exchange Official Quotations Bulletin and New York
Stock Exchange. On December 31, 2003, the closing price for the Series A Shares on the
Santiago Stock Exchange was Ch$1,040 per share (US$10.50 per Series A ADR), and
for the Series B Shares, it was Ch$1,060.2 (US$10.960 per Series B ADR). At
December 31, 2003, there were 8,924,795 Series A ADSs (equivalent to 53,548,770
Series 88




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A Shares) and 13,613,528 Series B ADSs (equivalent to 81,681,168 Series
B Shares). Such ADSs represented at such date 17.2% of the total number of our
issued and outstanding shares. On April 7, 1997, we completed the Reclassification of our Common Stock
into Series A and Series B Shares. See Item 4. Information on the Company 
Part A. History and Development of the Company  Reclassification of Capital
Stock. At that date, we amended the existing depositary agreement with
Citibank relating to the ADR program for the Common Stock so as to cover the
Series A Shares and entered into a new depositary agreement with Citibank
regarding the Series B Shares. Thus, as of April 7, 1997, we have registered
with the Securities and Exchange Commission and listed on the New York Stock
Exchange, (i) the Series A Shares in the form of Series A American Depositary
Shares (the Series A ADSs), each representing six Series A Shares, with the
Series A ADSs in turn evidenced by Series A American Depositary Receipts
(Series A ADRs) and (ii) the Series B Shares in the form of Series B American
Depositary Shares (the Series B ADSs), each representing six Series B Shares,
with the Series B ADSs in turn evidenced by Series B American Depositary
Receipts (Series B ADRs). The Bolsa de Comercio de Santiago(the Santiago Stock Exchange),
established in 1893, is the principal equities exchange in Chile. The Chilean
securities markets are substantially smaller, less liquid, and more volatile
than major securities markets in the United States. The Santiago Stock
Exchange had a market capitalization of approximately US$51,271 million as of
December 31, 2003 and an average monthly trading volume of US$629 million in
2003. Trading activity on the Santiago Stock Exchange is on average
substantially less than that on the principal national securities exchanges in
the United States. We estimate that for the year ended December 31, 2003,
Andinas shares were traded on the Santiago Stock Exchange on an average of
approximately 85.38% and 96.05% of such trading days, for Series A and Series B
shares respectively. The Santiago Stock Exchange was established in 1893 and is a private
company whose equity consists of 48 shares held by 47 shareholders. As of
December 2003, 275 securities were listed on the Santiago Stock Exchange. The
Santiago Stock Exchange is Chiles principal stock exchange and accounts for
approximately 71.5% of all amounts traded in Chile. Approximately 26.1% of
equity trading is conducted on the Chilean Electronic Stock Exchange, an
electronic trading market which was created by banks and non-member brokerage
houses. The remaining 1.5% of equity is traded on the Valparaiso Stock
Exchange. Equity, closed-end funds, fixed-income securities, short-term and money
market securities, gold and U.S. dollars are traded on the Santiago Stock
Exchange. In 1991, the Santiago Stock Exchange initiated a futures market with
two instruments: U.S. dollars futures and Selective Share Price Index (IPSA)
futures. In 1994, the Santiago Stock Exchange initiated an option market.
Regarding securities, they are traded primarily through an open voice auction
system. Trading through the open voice system occurs on each business day in
two sessions, from 11:00 a.m. to 12:30 p.m. and from 5:00 p.m. to 5:30 p.m.
Also, the Santiago Stock Exchange has an electronic system of trade, called
Telepregón, which operates from 9:30 a.m. to 4:30 p.m. The Electronic Stock
Exchange of Chile operates continuously from 9:30 a.m. to 4:30 p.m. on each
business day. The three main shares price indices for the Santiago Stock Exchange are
the General Share Price Index (the IGPA), the IPSA and the Inter-10. The IGPA
is calculated using the prices of 239 issues and is broken into five main
sectors: banks and finance, farming and forest products, mining, industrials,
and miscellaneous. The IPSA is a major company index, currently including the
Exchanges 40 most active stocks. Shares included in the IPSA are weighted
according to the value of shares traded and account for more than 80% of the
entire market capitalization. The Inter-10 corresponds to the quarterly 10 most
active Chilean ADRs. The Banks Stocks are included in the IPSA, the IGPA and
the Inter-10. Besides, there are two main shares price indices for the
Electronic Stock Exchange, the Global Index and the ADRIAN. The Global Index is
composed of the 31 securities most representative of the Chilean economy
comprising of four industrial sectors: electricity, services, industry and
natural resources. The ADRIAN incorporates all the Chilean ADRs. 89




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The Chilean stock market is closely linked to the regional economic
performance and may therefore tend to be more volatile than the equities market
of more developed countries, such as the US market. The New York Stock Exchange was founded in 1792. The New York Stock
Exchange is registered as a national securities exchange with the U.S.
Securities and Exchange Commission on October 1, 1934. In 1938 the Exchange
hired its first paid president and created a 33 member Board of Governors. In
1971 the Exchange was incorporated as a not-for-profit corporation. In 1972
the members voted to replace the Board of Governors with a 25 member Board of
Directors. The New York Stock Exchange is the largest equities marketplace in
the world. 90




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ITEM 10. ADDITIONAL INFORMATION Memorandum and Articles of Association Our By-Laws (Estatutos) are hereby incorporated by reference from our
annual report on form 20-F for the fiscal year ended December 31, 1996. The directors are elected in the OSM in separate voting for Series A and
Series B shares, which are the only outstanding shares of capital stock of
Andina:1 the holders of the Series A Shares have full voting power and are
entitled to elect six of seven regular and alternate members of the Board, and
the holders of the Series B Shares have no voting rights but for the right to
elect one regular and its alternate member of the Board. Even though the Company has not established a formal process that allows
its shareholders to communicate with the directors, shareholders desiring to do
so may manifest their opinions or recommendations before or during the
corresponding OSM which will be listened to and attended by the President of
the Board, or by the Vice President of the Company, as the case may be, and any
such recommendations will be submitted for resolution by the shareholders in
attendance during the OSM. Andina does not have a defined policy with respect to the attendance of
the directors at the OSM, but it is customary for them to attend voluntarily.
Likewise, Andina does not have a policy that is different from what is required
by Chilean law with respect to the nomination of a candidate for the board of
directors by a shareholder. Consequently, according to Chilean law, any
interested shareholder may attend an OSM to propose a specific candidate or to
manifest any other opinion or consideration relating to the topics being dealt
with in said meeting. In the case of this Company, there is no permanent Committee responsible
for nominating directors because no such nominating committee is required by
Chilean law. Exchange Controls The Central Bank is responsible for, among other things, monetary policies
and exchange controls in Chile. Foreign investments can be registered with the
Foreign Investment Committee under Decree Law No. 600 or with the Central Bank
under the Central Bank Act, which can only be modified by special majority
vote of the Chilean Congress. Pursuant to the provisions of Chapter II of the new Compendium of Foreign
Exchange Regulations of the Central Bank of Chile (New Compendium), effective
as of April 19, 2001, investments and remittances done under the New Compendium
are not subject to currency exchange regulations, except that: (i) such
operations must be effected exclusively in the Formal Exchange Market and (ii)
be reported to the Central Bank in the manner established for said purpose. In
our case, however, the ADR facility was the subject of an agreement executed in
2000 between Andina, the Bank of New York (in its role as Depositary for the
shares as represented by the ADSs) and the Central Bank. As per Article 47 of
the Ley Orgánica Constitucional regulating the Central Bank of Chile, under
Chapter XXVI, Title I of the previous Compendium of Foreign Exchange
Regulations (former Compendium) in force through April 18, 2001, with regard
to the issue of ADSs through a Chilean company; the Foreign Investment
Agreement seeks to grant the Depositary and ADR holders access to the Formal
Exchange Market in Chile. As of December 31, 2002, Banco de Chile was acting
as Custodian Bank. Notwithstanding the foregoing, by amendment to the Chapter
XII Agreement (pursuant to Title I of the   (3)
    
    Series A and Series B shares are principally differentiated by their voting
and economic rights. In addition to the voting rights above explained, holders
of Series B Shares are entitled to a preferred dividend 10% greater than any
dividend on Series A Shares. 91




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Compendium of Foreign Exchange Regulations), which applies to our ADR
facility, Banco de Chile is replaced by Banco Santander-Chile, as previously
requested by the Bank of New York, on May 5, 2003. Prior to April 19, 2001, the Former Compendium required individuals to (i)
satisfy a reserve requirement with the Central Bank, (ii) obtain the Central
Banks prior approval for certain operations, (iii) convert foreign currencies
into Chilean pesos and (iv) return foreign currencies to Chile. The mandatory
reserve requirement was imposed on foreign loans and on funds brought to Chile
to purchase shares except for those acquired in the establishment of a new
company or in the capital increase of the issuing company. The reserve
requirement was decreased from 30% to 0% of the proposed investment on
September 16, 1998. The rules governing ADRs through April 18, 2001 established several
restrictions on this type of operation: prior authorization for an
international tender, the issue of securities in minimum amounts, evidence of a
risk rating, subscription of an exchange agreement, the obligation to convert
currency on the Formal Exchange Market (hereinafter MCF), any remittance of
funds abroad had to be made through the MCF using foreign currency acquired on
that market, transactions had to be done on securities exchanges, and other
similar restrictions. Beginning April 19, 2001, Chapter XXVI of the Compendium
was abrogated, thus, only share purchase transactions for a subsequent exchange
of shares in ADRs are regulated; in which case, the investment regulations
provided in Chapter XIV of the Foreign Exchange Compendium must be applied.
Such provisions establish the rules applicable to credits, deposits,
investments, capital contributions and foreign currency from abroad. These
rules will not apply to credits, deposits, investments or capital contributions
of less than US$10,000. The Former Compendium made a number of changes with respect to its
treatment of ADRs: (i) the requirement for a notarial affidavit regarding the
use of a contribution or investment was eliminated; (ii) the obligation to
liquidate the foreign currency on the MCF was also eliminated; while, (iii) a
requirement that capital remittances or profits be made through the Formal
Exchange Market, regardless of the market where the foreign currency was
acquired, was imposed; finally, (iv) the right of repatriation can also be
exercised using foreign currency kept abroad, provided that that fact is
reported to the Central Bank. At present, in accordance with the New Compendium, operations such as the
entry (into Chile) of foreign currency from abroad for the purpose of investing
in stock, as well as the remittance of the outcome of the transfer of said
stock, the dividends, interest, profits, etc. that are not subject to
agreements under the former Chapter XXVI, are solely required to comply with
the aforementioned prerequisites, that is, to be effected via the Formal
Exchange Market and be reported to the Central Bank of Chile under the
conditions that said entity establishes, as per the stipulations of the
aforementioned Chapter II of the New Compendium. In the absence of the Foreign Investment Agreement, according to exchange
controls applicable in Chile, investors would be unable to access the Formal
Exchange Market to convert Chilean pesos to U.S. dollars and repatriate from
Chile the sums received regarding the Series A and Series B Shares deposited or
the shares withdrawn from deposit in exchange for Series A and Series B ADRs
(including sums received as cash dividends and the proceeds of the sale of the
underlying Series A or Series B shares in Chile and any rights with regard
thereto). Notwithstanding the foregoing, we must highlight that the new rules did
not repeal the Foreign Investment Agreement. Below is a summary of important
provisions of the Former Compendium and the Foreign Investment Agreement. According to the Foreign Investment Agreement, the Central Bank of Chile
has agreed to grant a depositary, in the name of Series A and Series B ADR
holders, and any investor not resident in Chile who withdraws Series A and
Series B shares when delivering Series A and Series B ADRs (those shares called
herein the Withdrawn Shares), access to the Formal Exchange Market to convert
Chilean pesos to U.S. dollars (and remit those dollars outside of Chile) with
respect to the Series A and Series B Shares represented by the Series A and
Series B ADSs or Withdrawn Shares, including the amounts received as (a) cash
dividends; (b) proceeds of the sale of the Withdrawn 92




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Shares in Chile; (c) the proceeds of the sale in Chile of the right to
subscribe additional Series A or Series B Shares; (d) the proceeds of the
liquidation, merger or consolidation of the Company; and (e) other
distributions, including, without limitation, those that result from any
recapitalization as a consequence of maintaining Series A or Series B Shares
represented by Series A or Series B ADSs or Withdrawn Shares. Investors who
receive Withdrawn Shares in exchange for Series A or Series B ADRs will be
entitled to redeposit those shares in exchange for Series A or Series B ADRs
provided they meet the conditions to redeposit them. The Foreign Investment Agreement may not be amended unilaterally by the
Central Bank. There are some judicial precedents (which are not binding with
respect to future judicial decisions), which provide that, the Foreign
Investment Agreement, may not be voided because of future legislative changes.
We cannot assure you, however, that other Chilean restrictions will be imposed
upon the ADR holders, upon the transfer of underlying Series A or Series B
Shares or upon the repatriation of the proceeds of such transfer in the future,
nor can there be any evaluation of the duration of the impact of those
restrictions, if imposed. If for any reason, including changes in the Foreign
Investment Agreement or in Chilean law, the Depositary is unable to convert
Chilean pesos to U.S. dollars, investors would receive dividends or other
payments in Chilean pesos, which would subject affected investors to U.S.
dollar/Chilean peso currency risk. We cannot assure you that the New
Compendium or any other foreign currency exchange regulation will not be
modified in the future, that new foreign currency exchange regulations will not
be enacted in the future, or that, if enacted, new regulations will not have a
material impact on us or the ADS holders. Debt Securities The Central Bank is responsible, inter alia, for the monetary and exchange
control policies of Chile. The Central Bank has authorized Chilean issuers to
offer bonds in Chile and abroad through Chapter XIV of Title I of the
Compendium (Chapter XIV). The following paragraphs explain certain rules of
the Central Bank regarding a bond issue on international markets denominated in
a currency other than Chilean pesos. This summary does not intend to be
complete and one must refer to the provisions in Chapter XIV of Title I of the
Compendium in relation to debt issues. The Compendium has been included as an
attachment to the Registration Statement of which this annual report is a part. Beginning April 19, 2001, the new Compendium relaxed restrictions on
certain foreign exchange transactions as described above. The new Chapter XIV
therefore greatly simplifies the procedure to register capital contributions,
investments and foreign loans. The Central Bank provided that payments or
remittances of funds, to or from Chile, that arise or are generated from
credits secured abroad should be made through the MCF. For this purpose, when
the foreign currency from loans or investments or capital contributions is made
available to the beneficiary in the country, the intervening bank should issue
the pertinent Form and request information from the debtor, investor or
capital contributor, as the case may be, that any of these must provide
pursuant to Chapter XIV of the Compendium. The payments or remittances of foreign currency corresponding to capital,
interest, adjustments, profits and other benefits originating in the
transactions stipulated in Chapter XIV should be reported to the Central Bank
in the following way: (i) if the pertinent currency represents a remittance
made from Chile, the intervening MCF bank should issue the above form; (ii) the
issuer or borrower should inform the Central Bank if the foreign currency used
to make the pertinent payments is sourced from credit transactions for which
the foreign currency has been used directly abroad or the corresponding payment
obligation is fulfilled abroad using funds other than those indicated in
Chapter XIV. Any change in the terms of the transaction, a substitution of the debtor
or creditor, or total or partial assignments of credits or rights regarding
investors or capital contributions must be reported to the Central Bank of
Chile within 10 days after formalization. According to Chapter XIV, the Central Bank established that, credits
relating to acts, agreements or contracts in which create a direct obligation
of payment or remittance of foreign currency abroad by persons domiciled or 93




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residing in Chile, whether or not a cash credit transaction, that exceed
on an individual basis the sum of US$100,000 or the equivalent in other foreign
currencies, absent any special rule in the CNCI, should be reported to the
Central Bank by the obligor either directly or through a MCF entity using the
forms contained in the Compendium, within 10 days from formalization. In addition, transactions recorded prior to April 19, 2001 will continue
to be governed by the old rules, notwithstanding the right to subject them to
the new regulations, in which case the favorable and/or adverse effects must be
considered that may be generated by a change in the regulations applicable to
this type of foreign exchange transaction. In February 1999, with authorization from the Central Bank, we accessed
the proceeds of the sale of bonds by Andina to Chile, subject to the exchange
regulations governing at that time. It is expected that all purchases of U.S. dollars in relation to the
payment of debt securities issued directly by Andina (and not through its
branch in the Cayman Islands) will be made on the Formal Exchange Market.
According to governing rules of the Central Bank, however, we may buy U.S.
dollars on the Secondary Exchange Market to make payments on any debt security
issued through the Cayman Islands branch of Andina. However, we cannot assure
you that we will be able to buy U.S. dollars on the Secondary Exchange Market
at the time or in the amounts required to service the debt related to any of
the debt securities. Nor can there be any guarantee that other regulations of
the Central Bank or legislative changes relating to foreign exchange control in
Chile will not restrict or impede our purchases of U.S. dollars to make
payments regarding debt securities. The Central Bank unilaterally decides whether to grant authorizations for
international bond offerings, and although other authorizations of the Central
Bank have never been cancelled, the Central Bank did request that lenders
renegotiate the terms of their loans during the renegotiation of the foreign
debt of Chile in the eighties. We cannot assure you that there will be no future restrictions applicable
to the holders of debt securities that the Central Bank may impose in the
future, nor can there be any evaluation of the duration of the impact of those
restrictions, if imposed. Other Limitations Dividend Policy In accordance with Chilean law, we must distribute cash dividends equal to
at least 30% of our annual net income, calculated according to Chilean GAAP,
unless otherwise provided for by a unanimous vote of the Series A Shareholders.
If there is no net income in a given year, we will not be legally obligated to
distribute dividends out of retained earnings. At the annual shareholders
2003 meeting, the shareholders authorized the Board of Directors to distribute,
at its discretion, interim dividends during July and October 2003 and January
2004. A U.S. holder of Series A or Series B ADSs may effectively be required
to receive a cash dividend, in the absence of a registration statement in
effect pursuant to the Securities Market Law of Chile or an effective exemption
from the requirement for registration according to that law. Series B
shareholders will be entitled to a preferred dividend equal to 10% more than
any dividend declared for holders of the Series A Shares. During 2001, 2002 and 2003, the shareholders meeting approved an
extraordinary dividend payment against the retained earnings fund in light of
significant cash generation in recent years. There can be no assurance that
such payments will be repeated in the future. 94




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Exchange Rates All payments and distributions regarding the Series A or Series B ADSs
must be transacted in the Formal Exchange Market. Share Capital Our capital is divided into 380,137,271 Series A Shares and 380,137,271
Series B Shares, both of which are preferred shares. All shares have no par
value. The principal characteristics, rights and privileges are described
below:  
    
    Holders of Series A shares have the right to appoint six of our
seven directors, together with an alternate for each director.
    
    Holders of Series B shares have the right to receive each and
every one of the dividends we pay per share, whether interim, final,
minimum obligatory, additional or eventual dividends, plus 10%.
    
    The above-referenced rights and privileges will not be altered
should the number of Series A and/or B shares increase or decrease in
the future because of share exchanges, the distribution of paid-up
shares or the issuance of cash shares or for any other cause or
reason.
    
    The preferences of the Series A and B shares shall be in effect
through December 31, 2130. Upon expiration, the Series A and Series
B shares will be eliminated, and the shares will automatically become
common shares.
    
    Holders of Series B shares will be entitled to vote only with
respect to the appointment of one of our directors and the respective
alternate director. Pursuant to Article 12 of the Securities Market Law, and Circular 585 of
the Chilean Superintendency of Securities and Insurance (the SVS), certain
information regarding share transactions involving the shares of listed open
stock corporations (sociedades anónimas abiertas) must be reported to the SVS
and the Chilean stock exchanges. Because the ADRs are considered to represent
share capital that is supported by the ADSs, trading of ADRs will be subject to
those reporting requirements. The shareholders in a publicly controlled
company have the obligation to inform the following to the SVS and to the
Chilean stock exchanges in the period of two exchange business days:  
    
    any acquisition or sale of shares, either directly or
indirectly, that means the acquisition or sale by the holder of 10%
or more of the share capital in a publicly controlled company, either
directly or indirectly; and
    
    any direct or indirect acquisition or direct or indirect sale
of shares or options to buy or sell shares in any amount, if it is
made by a holder of 10% or more of the capital in a publicly
controlled company or by a director, senior executive or manager in
that company. Pursuant to Law No. 19,705, (The Public Tender Offer and Corporate
Governance Law, which we refer to as the OPA Law), the majority shareholders
must also give notice whether the acquisitions they made arise out of their
intent to acquire control of the company or whether such acquisition is merely
a financial investment. A beneficial owner of Series A or Series B ADSs representing 10% or more
of the share capital of Andina will be subject to these reporting requirements
pursuant to Chilean law. 95




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According to Article 54 of the Securities Market Law, persons or entities
who intend to acquire control of an open stock corporation, either directly or
indirectly, must publish an article, in two Chilean newspapers, informing the
person or entity who is buying or selling and the price and terms of any
negotiation, at least two days in advance of the date of the transaction. A
written notice should be sent to the SVS and to the Chilean stock exchanges
prior to that publication. The notice and publication should be made at least 10 business days prior
to the date upon which the trade is to occur, and, in any case, as soon as
negotiations have begun to achieve control through the delivery of information
and documentation on the affected company. According to the OPA Law, a notice should be published and the respective
communication should be sent reporting the acts or contracts by which control
is obtained of a company making a public offering of its shares, within two
business days following the date when such acts or contracts are performed or
executed. Title XV of the Securities Market Law establishes the basis to determine
what constitutes control, direct possession and a related party. The Chilean Companies Act requires Chilean companies to offer existing
shareholders the right to buy a sufficient number of shares to maintain their
existing ownership percentage of that company whenever such company issues new
shares. The U.S. holders of Series A or Series B ADSs are not entitled to
exercise these preemptive rights, unless there is a registration statement
filed pursuant to the Securities Act with respect to those rights or an
exemption from the registration requirements is available. We intend to
evaluate the costs and potential liabilities associated with any such
registration statement at the time any preferred right offer is made, the
indirect benefits of allowing the exercise of such preferred rights by ADSs
holders, and any other factor that we consider appropriate at that time. We
will then make a decision as to whether or not to file a registration
statement. We cannot assure you that a registration statement will be filed.
If no registration statement is filed and there is no exemption from the
registration requirement under the Securities Act, the Depositary will attempt
to sell those preemptive rights of the affected ADS holders and distribute the
proceeds from such sale provided there is a secondary market for those rights.
A premium may be recognized on the cost of such sale. If the Depositary is
unable to sell those preemptive rights, they may expire without consideration
to be paid to the affected ADS holders. Dissenting Shareholders The Listed Corporations Act establishes that, should an extraordinary
meeting of shareholders adopt any of the resolutions indicated below, the
dissident shareholders have the right to withdraw from a Chilean company and
require that the company repurchase their shares, subject to compliance with
certain terms and conditions described below unless said right to withdraw is
suspended, in the case of bankruptcy or agreements with creditors. To exercise
said rights, ADR holders must first withdraw the shares represented by their
ADRs, pursuant to the terms of the Deposit Contract. Dissident shareholders
are defined as those who vote against a resolution that results in the right to
withdraw or, should they be absent from said meeting, those who declare their
opposition to the resolution to the company in writing within the following 30
days. Dissenting shareholders must complete their right to withdraw by
offering their shares to the company within 30 days of the adoption of the
resolution. The resolutions that result in the right of the shareholder to withdraw
are the following:  
    
    The transformation of the company in an entity that is not a
listed corporation regulated by the Listed Corporations Act;
    
    Merger of the company with and/or in other companies; 96




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
    
    The transfer of 50% or more of corporate assets in the terms
noted in Article 9 of the Listed Corporations Act (that is, the
transfer of 50% or more of corporate assets, including or excluding
liabilities); the formulation or modification of any business plan
that includes the transfer of assets in an amount that exceeds the
aforementioned percentage;
    
    The granting of real or personal guarantees to stand surety for
third-party obligations that exceed 50% of corporate assets;
    
    The creation of preference rights for a category of stock or a
modification to existing rights, in which case the right to withdraw
shall only be applicable to those dissident shareholders from the
category of stock negatively affected;
    
    The reorganization of the nullity of the corporation due to
formal errors in the incorporation of the company or the modification
of its by-laws granting this right; and
    
    All other cases established by law or in the corporations
by-laws. As stipulated by the law, the dissident shareholders shall
have the right to withdraw if the company fails to comply with the
conditions to be considered a listed stock corporation and, in
addition, if an extraordinary meeting of shareholders agrees, via a
two-thirds vote of eligible shareholders, that the company should
cease to adhere to the regulations applicable to listed stock
corporations. In addition, if, as a consequence of any acquisition,
an individual secures at least two thirds of the outstanding shares,
said individual shall have a period of 30 days as of the acquisition,
to effect an offer for the remaining shares under the conditions
established by law. Should said offer fail to be effected within the
established timeframe, the aforementioned right to withdraw shall
become effective for the remaining shareholders. Our by-laws do not
include additional grounds for withdrawal. Under Article 69 BIS of the Chilean Companies Act, the right to withdraw
is granted to shareholders, other than shareholders of Administradoras de
Fondos de Pensiones(pension funds) (AFPs), subject to certain terms and
conditions, if we 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 our stock from first class, because we or the Chilean
Government undertake certain actions specified in Article 69 BIS that
negatively and substantially affect our earnings. Shareholders must exercise
their withdrawal rights by tendering their stock to us within 30 days of the
date of the publication or of the new rating. If the withdrawal right is
exercised by a shareholder pursuant to Article 69 BIS, 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 our shares are quoted for
the six-month period preceding the publication of the new rating by two
independent rating agencies. If the SVS determines that the shares are not
actively traded the price shall be book value calculated as described above. Voting rights of the Series A and Series B Shares 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, and a brief statement, as to the manner in
which each holder may instruct the Depositary to exercise voting rights in
respect of shares of Common Stock, as represented by ADSs held by the holders.
Holders on the record date set by the Depositary, are entitled to instruct the
Depositary in writing, subject to the terms of Chilean law, the 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. 97




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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 ADSs evidenced by an ADR, other than in accordance with such written
instructions from the holder. The Depositary may not exercise any voting
discretion over any shares of Common Stock. If no instructions are received by
the Depositary, on or before the date established by the Depositary to such
effect, the Depositary may give a discretionary proxy to a person designated by
us to vote the underlying shares. Disclosure Holders of ADRs are subject to certain provisions of the rules and
regulations promulgated under the U.S. Exchange Act of 1934, as amended,
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
us, any U.S. securities exchange on which the ADRs (or shares of Common Stock)
are traded and the Securities Exchange 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 the Company,
as described under Share Capital. Material Contracts No new material contracts have been entered into since our last
presentation to the SEC in 2002. In March 2000, we finalized negotiations with
the Coffin Group for the acquisition of a Coca-Cola franchise license for a
territory in Brazil comprising the State of Espirito Santo and part of the
States of Rio de Janeiro and Minas Gerais, which was serviced by the Coffin
Group through Perma Industria de Bebidas S.A. (Perma). Total control of the
Perma franchise license was assumed by Refrescos for a total cost to us of
US$74.5 million. The franchise authorizes the production, sale, and distribution of
products under The Coca-Cola Company trademark in the above-mentioned
territories, which have a population of 8.8 million inhabitants, representing a
70% increase in the volume of operations. An agreement was signed in December 1993 between Refrescos and Cervejarías
Kaiser S.A. for the exclusive representation of the Kaiser and Heineker beers
in Refrescos operating territory. The duration of said agreement was 5 years,
with the possibility of renewal. In November 1998, that term was extended to
December 27, 2000, renewable for two years. On December 19, 2000, Refrescos
exercised its contractual rights to request the renewal of the agreement
through March 31, 2003. Without prejudice to the foregoing, on March 19, 2002,
The Coca-Cola Company, Cervejarias Kaiser S.A., Molson Inc. and the Association
of Brazilian Producers of Coca-Cola (of which Refrescos is a member) executed a
Memorandum of Understanding and an Agreement, establishing the general
principles applied by Cervejarias Kaiser SA. and the distributors thereof to
the distribution of beers produced or imported by Kaiser through the Coca-Cola
distribution system. On May 30, 2003, Kaiser and its distributors (including
Refrescos) executed a new twenty year distribution agreement which is renewable
for another twenty-year period. In the course of our business, we have entered into agreements with The
Coca-Cola Company. Bottler Agreements (as defined hereunder) are international
standard contracts of The Coca-Cola Company entered into with bottlers outside
the United States for the sale of concentrates and beverage basis for certain
Coca-Cola soft drinks. We are a party to the following bottler agreements: (i)
Chilean Bottler Agreement, which is due to expire on December 31, 2007; (ii)
with respect to the Brazilian territory, Brazilian Bottler Agreement, which is
due to expire on April 2, 2008; (iii) with respect to the Argentine territory,
Argentine Bottler Agreements, which are due to expire on December 10, 2006; and
(iv) the Vital Bottling Agreements, which are due to expire on December 98




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31, 2008. Bottler Agreements are renewable upon request by the bottler at
the sole discretion of The Coca-Cola Company. We cannot assure you that the
Bottler Agreements will be renewed upon their expiration, and even if they are
reviewed, there can be no assurance the agreements will be reviewed on the
existing terms. Inspection Location The documents referred to in this annual report can be inspected at
Avenida Andrés Bello 2687, 20th Floor, Las Condes, Santiago, Chile. Chilean
law may restrict our shareholders right of inspection to certain days and
times. Tax Considerations Relating to Equity Securities Chilean Tax Considerations The following discussion summarizes the material Chilean income tax
consequences of an investment in Andinas stock or ADSs by an individual who is
not domiciled or resident in Chile or a legal entity that is not organized
under the laws of Chile and does not have a permanent establishment in Chile (a
foreign holder). This discussion is based upon Chilean income tax laws
presently in force, including Ruling No. 324 of January 29, 1990 of the
Servicio de Impuestos Internos(the Chilean Internal Revenue Service or SII)
and other applicable regulations and rulings that are subject to change without
notice. The discussion is not intended as a tax advice to any particular
investor, which can be rendered only in light of that investors particular tax
situation. Each investor or potential investor is encouraged to seek
independent tax advice with respect to consequences of investing in Andinas
stock or the ADSs. Under Chilean law, all matters regarding taxation such as tax rates
(including tax rates applicable to foreign investors), the computation of
taxable income for Chilean purposes, the manner in which Chilean taxes are
imposed and collected, and others thereof, may only be imposed or amended by a
law enacted by Congress. In addition, the SII is empowered to issue rulings and
regulations of, either general or specific application, and to interpret the
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 the SII 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 Dividends we pay with respect to the shares of stock held by a foreign
holder will be subject to Chilean withholding tax at a rate of 35% (the
Withholding Tax). The tax paid by the Company on profits from which the
dividends are paid (the First Category Tax), imposed at a rate of 17%, will
be credited against the Withholding Tax. The credit will increase the base upon
which the Withholding Tax is imposed. Consequently, dividends that are
attributable to current profits will be subject to an effective dividend
withholding tax rate of 21.7%, calculated as follows: 99




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Company taxable income
    
    $
    100.0First Category Tax (17.0% of Ch$100) (1)
    
    
    (17.0
    )Net distributable income
    
    
    83.0Dividend distributed
    
    
    83.0Withholding Tax (35% of the sum of Ch$830 dividend plus Ch$17.0 First Category Tax paid)
    
    
    (35.0
    )Credit for First Category Tax
    
    
    17.0Net additional tax withheld
    
    
    (18.0
    )Net dividend received
    
    
    65.0Effective dividend withholding rate (18.0/83.0)
    
    
    21.7
    %
   (1) Effective rate as of January 1, 2004. For purposes of determining the amount of First Category Tax we pay on
profits from which the dividends are paid, dividends are attributed to our
oldest retained profits. Dividend distributions made in property will be subject to the same
Chilean tax rules as cash dividends. Our stock dividends are not subject to
Chilean taxation. Capital Gains Gains recognized from the sale or exchange of ADSs (or ADRs evidencing
ADSs) by a foreign holder outside Chile will not be subject to Chilean
taxation. Gains recognized on a sale or exchange of shares of stock (as
distinguished from sales or exchanges of ADSs representing such shares) will be
subject to both the First Category Tax and the Withholding Tax (the former
being credited against the latter) if either (i) the foreign holder has held
the shares of Common Stock for less than one year since exchanging ADSs for the
shares of Common Stock, (ii) the foreign holder acquired and disposed of the
shares of Common Stock in the ordinary course of its business or as an habitual
trader of shares or (iii) the foreign holder transfers shares of Common Stock
to a related person, as defined by Chilean tax law. In all other cases, gain on
the disposition of shares of Common Stock will be subject only to the First
Category Tax, currently imposed at a rate of 17%. The deposit or withdrawal of shares of Common Stock in exchange for ADRs
is not subject to any Chilean taxes. The tax basis of shares of Common Stock
received in exchange for ADSs will be determined in accordance with the
valuation procedure set forth in the Deposit Agreement, which values shares of
Common Stock at the highest reported sales price at which they trade on the
Santiago Stock Exchange on the date of the withdrawal of the shares of Common
Stock from the Depositary. Consequently, the conversion of ADSs into shares of
Common Stock, and the immediate sale of the shares for the value established
under the Deposit Agreement, will not generate a capital gain subject to
taxation in Chile. However, in the case where the sale of the shares is made on
a day that is different than the date in which the exchange is recorded,
capital gain subject to taxation in Chile may be generated. In connection
thereto, on October 1, 1999 the Chilean Internal Revenue Service issued Ruling
No. 3708 whereby it allowed Chilean issuers of ADSs to amend the deposit
agreements to which they are parties in order to include a clause that states
that, in the case that the exchanged shares are sold by the ADSs holders on a
Chilean Stock Exchange either on the same day in which the exchange is recorded
or within the two business days prior to such date, the acquisition price of
such exchanged shares shall be the price registered in the invoice issued by
the stock broker that participated in the sale transaction. Consequently,
should this amendment be included in the Deposit Agreement, the capital gain
that may be generated if the exchange date is different than the date in which
the shares received in exchange for ADSs were sold, will not be subject to
taxation. 100




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The distribution and exercise of preemptive rights relating to the shares
of Common Stock will not be subject to Chilean taxation. Any gain on the sale
or assignment of preemptive rights relating to the shares of Common Stock will
be subject to both the First Category Tax and the Withholding Tax (the former
being credited against the latter). Other Chilean Taxes No Chilean inheritance, gift or succession taxes apply to the transfer or
disposition of the ADSs by a foreign holder, but such taxes generally will
apply to the transfer at death or by gift of shares of Common Stock by a
foreign holder. No Chilean stamp, issue, registration or similar taxes or
duties apply to foreign holders of ADSs or shares of Common Stock. Withholding Tax Certificates Upon request, we will provide to foreign holders appropriate documentation
evidencing the payment of Chilean withholding taxes. United States Tax Considerations The following discussion summarizes certain U.S. federal income tax
consequences of an investment in ADSs or shares of Common Stock. This
discussion is based upon U.S. federal income tax laws presently in force. The
discussion is not a full description of all tax considerations that may be
relevant to a decision to purchase ADSs or shares of Common Stock. In
particular, the discussion is directed only to U.S. holders that will hold ADSs
or shares of Common Stock as capital assets, and it does not address the tax
treatment of holders that are subject to special tax rules under the Internal
Revenue Code of 1986 as amended (the Code), such as financial institutions,
regulated investment companies, real estate investment trusts, investors in
pass-through entities, corporations that accumulate earnings to avoid federal
income tax, dealers in securities or currencies, traders in securities that
elect to use a mark-to-market method of accounting for their securities
holdings, insurance companies, tax-exempt entities, persons holding ADSs or
shares of Common Stock as part of a hedging, integrated, conversion or
constructive sale transaction or a straddle, holders of 10% or more of our
voting shares, persons liable for alternative minimum tax or persons whose
functional currency is not the U.S. dollar. Furthermore, the discussion below
is based upon the provisions of the Code and regulations, rulings and judicial
decisions thereunder as of the date hereof, and such authorities may be
repealed, revoked or modified so as to result in U.S. federal income tax
consequences different from those discussed below. In addition, the discussion
below assumes that the Deposit Agreement, and all other related agreements,
will be performed in accordance with their terms. If a partnership holds our
ADSs or shares of Common Stock, the tax treatment of a partner will generally
depend upon the status of the partner and the activities of the partnership.
Partners in a partnership holding ADSs or shares of Common Stock should consult
their tax advisors. Prospective purchasers should consult their tax advisors
about the federal, state, local and foreign tax consequences to them of the
purchase, ownership and disposition of ADSs or shares of Common Stock. As used here, the term U.S. holder means a holder of ADSs or shares of
Common Stock that is (i) an individual U.S. citizen or resident, (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, any state thereof or the District of Columbia, (iii) an estate the
income of which is subject to U.S. federal income taxation regardless of its
source or (iv) a trust (x) that is subject to the primary supervision of a
court within the United States and the control of one or more U.S. persons as
described in section 7701(a)(30) of the Code or (y) that has a valid election
in effect under applicable U.S. Treasury regulations to be treated as a U.S.
person. If the obligations contemplated by the Deposit Agreement are performed
in accordance with its terms, holders of ADSs (or ADRs evidencing ADSs)
generally will be treated for U.S. federal income tax purposes as the owners of
the shares of Common Stock represented by those ADSs. 101




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Cash Dividends and Other Distributions Cash dividends (including the amount of any Chilean taxes withheld) paid
to U.S. holders with respect to the ADSs or shares of Common Stock generally
will be treated as dividend income to such U.S. holders, to the extent paid out
of current or accumulated earnings and profits, as determined under U.S.
federal income tax principles. Such income will be includable in the gross
income of a U.S. holder as ordinary income on the day received by the
Depositary, in the case of ADSs, or by the U.S. holder, in the case of shares
of Common Stock. The dividends will not be eligible for the dividends received
deduction allowed to corporations under the Code. With respect to
non-corporate U.S. holders, certain dividends received before January 1, 2009
from a qualified foreign corporation may be subject to reduced rates of
taxation. A foreign corporation is treated as a qualified foreign corporation
with respect to dividends received from that corporation on shares (or ADSs
backed by such shares) that are readily tradable on an established securities
market in the United States. U.S. Treasury Department guidance indicates that
our ADSs (which are listed on the New York Stock Exchange), but not our shares
of Common Stock, are readily tradable on an established securities market in
the United States. Thus, we do not believe that dividends that we pay on our
shares of our Common Stock currently meet the conditions required for these
reduced tax rates. There can be no assurance that our ADSs will be considered
readily tradable on an established securities market in later years.
Non-corporate holders that do not meet a minimum holding period requirement
during which they are not protected from the risk of loss or that elect to
treat the dividend income as investment income pursuant to section 163(d)(4)
of the Code will not be eligible for the reduced rates of taxation regardless
of our status as a qualified foreign corporation. In addition, the rate
reduction will not apply to dividends if the recipient of a dividend is
obligated to make related payments with respect to positions in substantially
similar or related property. This disallowance applies even if the minimum
holding period has been met. Non-corporate U.S. holders should consult their
own tax advisors regarding the application of these rules given their
particular circumstances. Dividends paid in Chilean pesos will be includable in a U.S. dollar amount
based on the exchange rate in effect on the day of receipt by the Depositary,
in the case of ADSs, or by the U.S. holder in the case of shares of Common
Stock, regardless of whether the Chilean pesos are converted into U.S. dollars.
If the Chilean pesos received as dividends are not converted into U.S. dollars
on the date of receipt, a U.S. holder will have a basis in Chilean pesos equal
to their U.S. dollar value on the date of receipt. Any gain or loss realized
on a subsequent conversion or other disposition of the Chilean pesos will be
treated as U.S. source ordinary income or loss, regardless of whether the pesos
are converted into U.S. dollars. The Chilean Withholding Tax (net of any credit for the First Category Tax)
paid by or for the account of any U.S. holder may be eligible, subject to
generally applicable limitations and conditions, for credit against the U.S.
holders federal income tax liability. For purposes of calculating the foreign
tax credit, dividends paid with respect to the ADSs or shares of Common Stock
generally will be foreign source income and will generally constitute passive
income or, in the case of certain U.S. holders, financial services income.
Special rules apply to certain individuals whose foreign source income during
the taxable year consists entirely of qualified passive income and whose
creditable foreign taxes paid or accrued during the taxable year do not exceed
US$300 (US$600 in the case of a joint return). Further, in certain
circumstances, a U.S. holder that (i) has held ADSs or shares of Common Stock
for less than a specified minimum period during which it is not protected from
risk of loss or (ii) is obligated to make payments related to the dividends
will not be allowed a foreign tax credit for foreign taxes imposed on dividends
paid on ADSs or shares of Common Stock. The rules governing the foreign tax
credit are complex. Investors are urged to consult their tax advisors
regarding the availability of the foreign tax credit under their particular
circumstances. Distributions to U.S. holders of additional shares of Common Stock or
preemptive rights with respect to shares of Common Stock that are made as part
of a pro rata distribution to all shareholders of the Company generally should
not be subject to federal income tax. The basis of the new shares or preemptive
rights so received generally will be determined by allocating the U.S. holders
adjusted basis in the old shares between the 102




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old shares and the new shares or preemptive rights received, based on
their relative fair market values. However, the basis of the preemptive rights
will be zero if (i) the fair market value of the rights is less than 15% of the
fair market value of the old shares at the time of distribution, unless the
U.S. holder elects to allocate basis between the old shares and the preemptive
rights or (ii) the rights are not exercised and thus expire. To the extent that the amount of any distribution exceeds our current and
accumulated earnings and profits for a taxable year, the distribution will
first be treated as a tax-free return of capital, causing a reduction in the
adjusted basis of the ADSs or shares of Common Stock (thereby increasing the
amount of gain, or decreasing the amount of loss, to be recognized by the
investor on a subsequent disposition of the ADSs or shares of Common Stock),
and the balance in excess of adjusted basis will be taxed as capital gain
recognized on a sale or exchange. Consequently, such distributions in excess of
our current and accumulated earnings and profits generally would not give rise
to foreign source income and a U.S. holder generally would not be able to use
the foreign tax credit arising from any Chilean withholding tax imposed on such
distribution unless such credit can be applied (subject to applicable
limitations) against U.S. taxes due on other foreign source income in the
appropriate category for foreign tax credit purposes. Passive Foreign Investment Companies We do not believe that we are, for U.S. federal income tax purposes, a
passive foreign investment company (a PFIC), and expect to continue our
operations in such a manner that we will not be a PFIC. If, however, we are or
become a PFIC, U.S. holders could be subject to additional U.S. federal income
taxes on gain recognized with respect to the ADSs or shares of Common Stock and
on certain distributions, plus an interest charge on certain taxes treated as
having been deferred by the U.S. holder under the PFIC rules of the U.S.
federal income tax laws. Non-corporate U.S. holders will not be eligible for reduced rates of
taxation on any dividends received from us prior to January 1, 2009, if we are
a PFIC in the taxable year in which such dividends are paid or in the preceding
taxable year. Capital Gains U.S. holders that hold ADSs or shares of Common Stock as capital assets
will recognize capital gain or loss for federal income tax purposes on the sale
or other disposition of such ADSs or shares (or preemptive rights with respect
to such Shares) held by the U.S. holder or the Depositary. Capital gains of
individuals derived with respect to capital assets held for more than one year
are eligible for reduced rates of taxation. The deductibility of capital losses
is subject to limitations. Any gain or loss recognized by a U.S. holder
generally will be treated as U.S. source gain or loss. Consequently, in the
case of a disposition of shares of Common Stock (which, unlike a disposition of
ADSs, may be taxable in Chile), the U.S. holder may not be able to use the
foreign tax credit for Chilean tax imposed on the gain unless it can apply
(subject to applicable limitations) the credit against tax due on other income
from foreign sources. Deposits or withdrawals of shares of Common Stock by U.S. holders in
exchange for ADSs will not result in the realization of gain or loss for U.S.
federal income tax purposes. Estate and Gift Taxation As discussed above under Chilean Tax Considerations  Other Chilean
Taxes, there are no Chilean inheritance, gift or succession taxes applicable
to the transfer or disposition of ADSs by a foreign holder, but such taxes
generally will apply to the transfer at death or by gift of shares of Common
Stock by a foreign holder. The amount of any inheritance tax paid to Chile may
be eligible for credit against the amount of U.S. federal estate tax imposed on
the estate of a U.S. holder. Prospective purchasers should consult their
personal tax advisors 103




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to determine whether and to what extent they may be entitled to such
credit. The Chilean gift tax generally will not be treated as a creditable
foreign tax for U.S. tax purposes. Information Reporting and Backup Withholding In general, information reporting requirements will apply to dividends in
respect of ADSs or the shares of Common Stock or the proceeds received on the
sale, exchange, or redemption of the ADSs paid within the United States (and in
certain cases, outside of the United States) to U.S. holders other than certain
exempt recipients (such as corporations). A backup withholding tax may apply
to such payments if the U.S. holder fails to provide an accurate taxpayer
identification number or certification of other exempt status or fails to
report interest and dividends required to be shown on its federal income tax
returns. The amount of any backup withholding from a payment to a U.S. holder
will be allowed as a credit against the U.S. holders U.S. federal income tax
liability provided the required information is furnished to the Internal
Revenue Service. Tax Considerations Relating to Debt Securities General In October 1997, we issued US$150 million 7% Notes Due 2007 (the 2007
Notes), US$100 million 7?% Notes due 2027 (the 2027 Notes) and US$100
million 7?% Debentures Due 2097 (the 2097 Debentures, together with the 2007
Notes and the 2027 Notes, the Debt Securities). The following is a summary of
the principal Chilean tax and U.S. federal income tax considerations relating
to the purchase, ownership and disposition of Debt Securities. The summary does
not purport to be a comprehensive description of all tax considerations that
may be relevant to a decision to purchase Debt Securities. This summary does
not describe any tax consequences arising under the laws of any state, locality
or taxing jurisdiction other than the United States and Chile. This summary is based on the tax laws of Chile and the United States as in
effect on the date hereof, as well as regulations, rulings and decisions of
Chile and the United States available on or before such date and now in effect.
All of the foregoing are subject to change, which change could apply
retroactively and could affect the continued validity of this summary. There is currently no tax treaty between the United States and Chile. Chilean Tax Considerations The following is a general summary of the material consequences under
Chilean tax law, as currently in effect, of an investment in the Debt
Securities made by a Foreign Holder. The term Foreign Holder means: (i) an
individual, who is not a resident in Chile (for purposes of Chilean taxation,
an individual is 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); or (ii) a legal entity that is not organized under
the laws of Chile, unless the Debt Securities are assigned to a branch or an
agent, representative or permanent establishment of such entity in Chile. Under Chiles Income Tax Law, because the issuance of the Debt Securities
is registered with the Central Bank, payments of interest or premium, if any,
that we make in respect of the Debt Securities to a Foreign Holder will
generally be subject to a Chilean withholding tax (the Chilean Interest
Withholding Tax) currently assessed at a rate of 4.0%. If the Debt Securities
are issued through our offshore branch, payment to Foreign Holders of Debt
Securities by such branch generally will not be subject to the Chilean
withholding tax. As described above, we have agreed, subject to specific exceptions and
limitations, to pay to the Foreign Holders of Debt Securities Additional
Amounts in respect of the Chilean Interest Withholding Tax mentioned 104




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above in order that the interest or premium, if any, the Foreign Holder
receives, net of the Chilean Interest Withholding Tax, equals the amount which
would have been received by such Foreign Holder in the absence of such Chilean
Interest Withholding Tax. See Description of Debt SecuritiesPayments of
Additional Amounts. Under Chiles Income Tax Law and regulations thereunder,
payments of principal we make with respect to the Debt Securities to a Foreign
Holder will not be subject to any Chilean taxes. Chiles Income Tax Law provides that any capital gains realized on the
sale or other disposition by a Foreign Holder of the Debt Securities generally
will not be subject to any Chilean income taxes provided that such sale or
other disposition occurs outside of Chile (except that any premium payable on
redemption of the Debt Securities will be treated as interest and subject to
the Chilean Interest Withholding Tax as described above). A Foreign Holder will not be liable for estate, gift, inheritance or
similar taxes with respect to the Debt Securities unless such Debt Securities
(i) are located in Chile at the time of such Foreign Holders death or, (ii)
were purchased or acquired with money obtained from Chilean sources. The initial issuance of the Debt Securities is subject to stamp tax of
1.2% of the aggregate principal amount of the Debt Securities, which will be
payable by the Company when and if the Debt Securities are brought into Chile.
If the Debt Securities are issued through our offshore branch and are not
subsequently brought into Chile, no stamp tax will be payable. If the stamp tax
is not paid when due, Chilean tax law imposes a penalty up to three times the
amount of the tax due plus interest. In addition, until such tax (and any
penalty) is paid, Chilean courts would not enforce any action based on the Debt
Securities. A Foreign Holder will not be liable for Chilean stamp, registration
or similar taxes. United States Tax Considerations The following summary describes certain U.S. federal income tax
consequences of the ownership of Debt Securities by U.S. holders (as defined
below) as of the date hereof. Except where noted, it deals only with Debt
Securities held as capital assets by initial purchasers and does not deal with
special situations, such as those of dealers in securities or currencies,
financial institutions, insurance companies, regulated investment companies,
real estate investment trusts, tax-exempt entities, investors in pass-through
entities, persons holding Debt Securities as a part of a hedging, integrated,
conversion or constructive sale transaction or a straddle, traders in
securities that elect to use a mark-to-market method of accounting for their
securities holdings, persons liable for the alternative minimum tax,
corporations that accumulate earnings to avoid federal income tax or holders of
Debt Securities whose functional currency is not the U.S. dollar.
Furthermore, the discussion below is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the Code), and regulations, rulings and
judicial decisions thereunder as of the date hereof, and such authorities may
be repealed, revoked or modified so as to result in U.S. federal income tax
consequences different from those discussed below. If a partnership holds our
Debt Securities, the tax treatment of a partner will generally depend upon the
status of the partner and the activities of the partnership. If you are a
partner of a partnership holding our Debt Securities, you should consult your
tax advisors. Persons considering the purchase, ownership or disposition of the Debt
Securities should consult their own tax advisors concerning the federal income
tax consequences in light of their particular situations as well as any
consequences arising under the laws of any other taxing jurisdiction. As used herein, a U.S. holder of the Debt Securities means a holder of
the Debt Securities that is (i) an individual U.S. citizen or resident, (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, any state thereof or the District of Columbia, (iii) an estate the
income of which is subject to U.S. federal income taxation regardless of its
source or (iv) a trust (x) that is subject to the primary supervision of a
court within the United States and the 105




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control of one or more U.S. persons as described in section 7701(a)(30) of
the Code or (y) that has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a U.S. person. Payments of Interest Interest on the Debt Securities will generally be taxable to a U.S. holder
as ordinary income at the time it is received or accrued in accordance with the
U.S. holders method of accounting for tax purposes. In addition to interest on
the Debt Securities, a U.S. holder will be required to include in income 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, including Chilean taxes withheld therefrom
and Additional Amounts on the Debt Securities, generally will constitute
foreign source income and generally will be considered passive income or
financial services income, which are treated separately from other types of
income in computing the foreign tax credit that may be allowable to U.S.
holders under U.S. federal tax laws. Special rules apply to certain individuals
whose foreign source income during the taxable year consists entirely of
qualified passive income and whose creditable foreign taxes paid or accrued
during the taxable year do not exceed US$300 (US$600 in the case of a joint
return). The rules governing the foreign tax credit are complex. We urge
investors to consult their tax advisors regarding the availability of the
foreign tax credit under their particular circumstances. Sale, Exchange and Retirement of Debt Securities Upon the sale, exchange, retirement or other disposition of the Debt
Securities, a U.S. holder will recognize gain or loss equal to the difference
between the amount realized upon the sale, exchange, retirement or other
disposition (less any accrued interest, which will be taxable as such if not
previously included in income) and the U.S. holders adjusted tax basis in the
Debt Securities. A U.S. holders tax basis in the Debt Securities generally
will be the U.S. holders cost therefor. Gain or loss realized by a U.S. holder
on the sale, exchange, retirement or other disposition of the Debt Securities
will generally be treated as U.S. source gain or loss. Consequently, a U.S.
holder may not be able to claim a credit for any Chilean tax imposed on the
sale, exchange, retirement or other disposition of the Debt Securities due to
limitations on the foreign tax credit under the Code. Such gain or loss will
be capital gain or loss and will be long-term capital gain or loss if at the
time of sale, exchange, retirement or other disposition the Debt Securities
have been held for more than one year. Capital gains of individuals derived
with respect to capital assets held for more than one year are eligible for
reduced rates of taxation. The deductibility of capital losses is subject to
limitations. Information Reporting and Backup Withholding In general, information reporting requirements will apply to certain
payments of principal and interest on the Debt Securities and to the proceeds
of the sale of the Debt Securities made to U.S. holders other than certain
exempt recipients (such as corporations). A backup withholding tax will apply
to such payments if the U.S. holder fails to provide its taxpayer
identification number or a certification of exempt status, or, in the case of
interest payments, fails either to report in full dividend and interest income
or to make certain certifications. Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against the U.S. holders U.S. federal income tax
liability provided the required information is furnished to the Internal
Revenue Service. Special Tax Considerations Relating to 2097 Debentures As a result of the 2097 Debentures 100 year term, it is not certain
whether such Debentures will be treated as debt or as equity for U.S. federal
income tax purposes. We have taken the position that the 2097 106




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##### Table of Contents



Debentures constitute debt for financial reporting and U.S. federal income
tax purposes. Our position, however, is not binding on the Internal Revenue
Service. Although classification of the 2097 Debentures as equity generally
would not significantly affect a U.S. holders taxable income resulting from an
investment in the 2097 Debentures, the discussion that follows also briefly
describes certain U.S. federal income tax consequences that would arise if the
2097 Debentures were not treated as debt for U.S. federal income tax purposes. If the 2097 Debentures are treated as equity for U.S. federal income tax
purposes, the potential differences in the U.S. federal income tax treatment to
U.S. holders of the 2097 Debentures that would result include (i) payments
denominated as interest on the 2097 Debentures (including Additional Amounts)
would be reclassified as dividends to the extent paid out of the current or
accumulated earnings and profits of the Company (as determined using U.S.
federal income tax principles) and (ii) U.S. holders would be required to
report such payment amounts as ordinary income when actually or constructively
received (instead of accruing such amounts as interest, even if such U.S.
holders are accrual method taxpayers). To the extent any such payments exceed
such earnings and profits, they would be treated as a return of capital or
capital gain. Amounts treated as dividends will not be eligible for the
dividends received deduction generally allowed U.S. corporations. In addition,
because our 2097 Debentures are not readily tradable on an established
securities market in the United States, we do not believe that any amounts
treated as dividends currently meet the conditions required for the reduced tax
rates that apply to qualified dividend income received by non-corporate U.S.
holders. Persons considering the purchase, ownership or disposition of the 2097
Debentures should consult their own tax advisors concerning additional
potential tax consequences, including those arising upon a sale, exchange or
redemption of the 2097 Debentures, which could result from the treatment of the
2097 Debentures as equity for U.S. federal income tax purposes. New York Stock Exchange (NYSE) and Chilean Corporate Governance Requirements In accordance with Section 303A.11 of the NYSEs Listed Company Manual,
the following table sets forth significant differences between Chilean
corporate governance practices and those corporate governance practices
followed by domestic corporations under NYSE listing standards. Significant
ways in which our corporate governance practices differ from those followed by
U.S. companies under NYSE listing standards are also publicly available on our
website at www.koandina.com. ITEM
    
    NYSE REQUIREMENTS
    
    CHILEAN LAW REQUIREMENTSCode of Business Conduct
    
    A company must
adopt a code of
business conduct
for its directors,
officers and
employees. Such
company must
disclose any waiver
of its code of
conduct that is
granted to an
officer or
director.
    
    There is no legal
obligation to adopt a
code of business
conduct. Chilean law
requires that a company
have a set of internal
regulations which
regulates the company
and its relations with
its personnel. Such
regulations must
contain, among other
things, regulations
related to ethics and
good behavior.
Notwithstanding the
above, a company may
create internal codes
of conduct, provided
that they do not
require or prohibit
behavior that
contravenes Chilean
law.
 107




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##### Table of Contents



ITEM
    
    NYSE REQUIREMENTS
    
    CHILEAN LAW REQUIREMENTSInternal Audit Function
    
    A company must have
in place an
internal audit
function to provide
management and its
audit committee
with ongoing
assessments of such
companys risk
management
processes and
system of internal
control. A company
may choose to
outsource this
function to a firm
other than its
independent
auditors.
    
    There is no similar
obligation under
Chilean law. However,
Chilean law requires
that companies must
have both external
auditors and an audit
department.Meetings of
Non-Management
Directors
    
    Non-management
directors must meet
regularly without
management of the
company.
    
    No similar legal
obligation exists under
Chilean law. Under
Chilean law, the
position of director of
a corporation is
incompatible with the
position of manager,
auditor, accountant or
president of the
company. Directors
must meet in a properly
convened meeting in
order to agree on the
matters under their
competence.Audit Committee
    
    A company must have
an audit committee
with a minimum of
three members. All
the members must be
independent
directors. Each
member of the audit
committee must have
knowledge of
finance and
accounting, and one
member of the
committee must be
considered an
audit committee
financial expert
as a result of his
    
    No similar legal
obligation exists under
Chilean law. However,
in accordance with the
Chilean Public
Companies Law 18,046,
public companies that
have a net worth of
more than 1.5 million
UFs must have a
committee of directors,
formed by three
independent board
members and the
controller. The
committees
compensation is set by
the ordinary
shareholders meeting,
and it performs the
following functions:or her knowledge
of: (1) accounting
principles and
their application,
(2) analysis,
preparation and
audit of annual
reports, (3)
understanding of
the internal
procedures for the
preparation and
presentation of
financial
information, and
(4) understanding
of the functions of
the audit
committee. If A
company does not
have a financial
expert, it must
explain why it does
not.
    
    (1) examines reports of
account inspectors and
external auditors,
financial statements
and gives an opinion on
such reports and
statements, (2)
proposes external
auditors and rating
agencies to the board
of directors, (3)
examines conflicts of
interest and informs
the board regarding
such conflicts, (4)
examines compensation
systems and plans for
directors and executive
officers, and (5) any
other matters that the
bylaws, the
shareholders meeting or
the board of directors
decides.
 108




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##### Table of Contents



ITEM
    
    NYSE REQUIREMENTS
    
    CHILEAN LAW REQUIREMENTSCEO Certifications
    
    A companys CEO
must certify
annually that he or
she is not aware of
any violations by
such company of the
NYSEs corporate
governance
standards (this
certification is in
addition to the
certification
required by Section
302 of the U.S.
Sarbanes-Oxley Act
of 2002).
    
    No similar obligation
exists under Chilean
legislation. However,
in accordance with
Chilean law, the
directors of a company
must annually submit
for approval such
companys annual report
and financial
statements to its
shareholders at such
companys annual
meeting of
shareholders.
Similarly, public
companies must, from
time to time, provide
all relevant company
information by means of
the publications and
notifications
established by law.Notification by the CEO
to the NYSE of
Non-compliance with
Corporate Gov.
standards
    
    A companys CEO
must promptly
notify the NYSE in
writing after any
executive officer
of the company
becomes aware of
any material
non-compliance with
any applicable NYSE
corporate
governance
standard.
    
    No similar obligation
exists under Chilean
legislation.Disclosure of
Significant Differences
with Respect to
Corporate Governance
Practices
    
    A company must
provide a summary
description of
significant
differences between
its home country
corporate
governance
practices and the
corporate
governance
requirements
established by the
NYSE and applicable
to U.S. domestic
listed companies.
    
    No similar obligation
exists under Chilean
legislation.
 109




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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk generally represents the risk that losses may occur in the
values of financial instruments as a result of movements in interest rates,
foreign currency exchange rates and commodity prices. We are exposed to changes
in financial market conditions in the normal course of our business due to our
use of certain financial instruments as well as transacting in various foreign
currencies and translation of our foreign subsidiaries financial statements
into the Chilean peso. Interest Rate Risk Our primary interest rate exposures relate to U.S. dollar denominated
long-term fixed rate bond liabilities and other long-term variable and fixed
rate bank liabilities. We also invest in certain medium-term bond securities
that bear a fixed interest rate. We monitor our exposure to interest rate
fluctuations regularly. Currently, interest rates in the market fluctuate
around the fixed rate on our bonds. The following table provides information
about our long-term debt and bond investments that are sensitive to changes in
market interest rates as of December 31, 2003. Expected Maturity Date
    
    EstimatedFair Market2004
    
    2005
    
    2006
    
    2007
    
    2008
    
    Thereafter
    
    Total
    
    Value(amounts in millions of Ch$)Interest Earning AssetsBonds
    
    Ch$
    
    
    
    Ch$
    5,954
    
    
    Ch$
    18,139
    
    
    Ch$
    6,171
    
    
    Ch$
    9,233
    
    
    Ch$
    45,253
    
    
    Ch$
    84,750
    
    
    Ch$
    87,899Weighted average interest rate
    
    
    
    
    
    
    7.38
    %
    
    
    6.80
    %
    
    
    8.23
    %
    
    
    8.31
    %
    
    
    6.68
    %
    
    
    7.05
    %Interest Bearing LiabilitiesLong-term debtFixed RateBonds
    
    Ch$
    12,098
    
    
    Ch$
    11,167
    
    
    Ch$
    11,167
    
    
    Ch$
    30,214
    
    
    Ch$
    4,653
    
    
    Ch$
    64,979
    
    
    Ch$
    134,278
    
    
    Ch$
    136,475Weighted average interest rate
    
    
    6.20
    %
    
    
    6.20
    %
    
    
    6.20
    %
    
    
    6.70
    %
    
    
    6.20
    %
    
    
    6.54
    %
    
    
    6.48
    %Bank liabilitiesWeighted average interest rateVariable RateBank liabilities
    
    Ch$
    706
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ch$
    706
    
    
    Ch$
    706Weighted average interest rate
    
    
    13.54
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13.54
    %Bank liabilities
    
    
    
    
    
    Ch$
    421
    
    
    Ch$
    47,781
    
    
    Ch$
    1,107
    
    
    
    
    
    
    
    
    
    
    Ch$
    49,309
    
    
    Ch$
    49,309Weighted average interest rate
    
    
    
    
    
    
    15.60
    %
    
    
    6.56
    %
    
    
    15.60
    %
    
    
    
    
    
    
    
    
    
    
    6.84
    %
 Foreign Currency Risk At December 31, 2003, our main long-term interest bearing debt is subject
to exchange rate fluctuations between the Chilean peso and the U.S. dollar. We
manage such risk by maintaining cash, deposits, money market mutual funds and
bonds in U.S. dollars amounting to Ch$182,395 at December 31, 2003,
representing 265% of total long-term U.S. dollar debt at such date. The following table summarizes the financial instruments denominated in
foreign currencies we held as of December 31, 2003. 110




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##### Table of Contents



Expected Maturity DateEstimated Fair2004
    
    2005
    
    2006
    
    2007
    
    2008
    
    Thereafter
    
    Total
    
    Market Value(in millions of Ch$)AssetsUS$ denominated:Cash
    
    Ch$
    128
    
    
    Ch$
    
    
    
    Ch$
    
    
    
    Ch$
    
    
    
    Ch$
    
    
    
    Ch$
    
    
    
    Ch$
    128
    
    
    Ch$
    128Money market mutual funds
    
    
    24,731
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,731
    
    
    
    24,731Time deposit
    
    
    
    
    
    
    
    
    
    
    48,903
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,903
    
    
    
    48,903Deposit credit link
    
    
    1,438
    
    
    
    5,063
    
    
    
    11,259
    
    
    
    
    
    
    
    6,123
    
    
    
    
    
    
    
    23,883
    
    
    
    23,883Bonds
    
    
    
    
    
    
    5,954
    
    
    
    18,139
    
    
    
    6,171
    
    
    
    9,233
    
    
    
    45,253
    
    
    
    84,750
    
    
    
    87,899Foreign currency contracts
    
    
    (2,345
    )
    
    
    2,059
    
    
    
    570
    
    
    
    1,142
    
    
    
    6,059
    
    
    
    1,133
    
    
    
    8,618
    
    
    
    8,618LiabilitiesUS$ denominated:Long-term liabilities:Bonds
    
    
    
    
    
    
    
    
    
    Ch$
    
    
    
    Ch$
    19,047
    
    
    
    
    
    
    Ch$
    2,375
    
    
    Ch$
    21,422
    
    
    Ch$
    23,524Weighted average interest rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.00
    %
    
    
    
    
    
    
    7.63
    %
    
    
    7.07
    %Bank liabilities
    
    
    
    
    
    
    
    
    
    Ch$
    47,504
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ch$
    47,504
    
    
    Ch$
    47,504Weighted average interest rate
    
    
    
    
    
    
    
    
    
    
    6.51
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.51
    %
 
 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not applicable. 111




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PART II 
 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES  Not applicable. 
 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS During the three years following the Reclassification, the Board of
Directors was authorized to identify up to four sixty-day periods during which
each Series A Share would be convertible, at the option of the holder, into one
Series B Share. The first sixty-day share conversion opportunity opened on May
2, 2000 and was available through July 1, 2000. On December 23, 1996 the
Superintendency of Pension Fund Managers (Superintendencia de Administradores
de Fondos de Pensiones) indicated that Chilean pension funds would not be
permitted to acquire Series B Shares due to their limited voting rights. As a result of the Reclassification, statutory withdrawal rights under
Chilean law were triggered entitling shareholders to withdraw from an issue by
returning their shares to the issuer upon the creation of preferred shares such
as the Series A Shares (preferred voting rights) or the Series B Shares
(preferred dividend rights). If exercised, such withdrawal right is set at a
price equal to the weighted average trading price over the two-month period
prior to the date of the shareholder meeting approving the issuance of
preferred shares. In November 1996, withdrawal rights were exercised as to
15,458,517 Common Shares for which we paid Ch$41,037 million (US$89.8 million).
As required under Chilean law, we held the repurchased shares of Common Stock
(subsequently reclassified as Series A Shares and Series B Shares) as treasury
stock with neither voting nor economic rights for 12 months. During 1997, we
canceled such shares and reduced shareholders equity accordingly. 
 ITEM 15. DISCLOSURE CONTROL AND PROCEDURES (a) Based on their evaluation as of a date within 90 days of the filing
date of this annual report, the chief executive officer and the chief financial
officer of Andina have concluded that our disclosure controls and procedures
(as defined in Rules 13a-15(c) and 15d-15(c) under the U.S. Securities Exchange
Act of 1934, or Exchange Act) are effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act are recorded, processed, summarized and reported within the time
periods specified in U.S. Securities and Exchange Commission rules and forms. (b) There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date
of their evaluation. There were no significant deficiencies or material
weaknesses, and therefore there were no corrective actions taken. 
 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT In accordance with Chilean laws and regulations, our Board of Directors,
at its meeting on April 27, 2004, elected the following three members of what
is called the Committee of Directors, which is the Audit Committee: Mr.
Albert Cussen Mackenna, Mr. José Antonio Garcés Silva and Mr. Gonzalo Said
Handal. At the same meeting, our Board of Directors determined that Mr. Albert
Cussen M. meets the definition of an audit committee financial expert, as
defined in Item 401 of Regulation S-K. Mr. Albert Cussen M. is independent and
currently a member of other boards of Chilean publicly traded companies, and
has had at least 10 years of experience in financial matters. In this sense Mr. Cussen has
been CEO of other Chilean publicly traded companies, including Provida,
Madeco and CFO of Codelco. 112




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##### Table of Contents



ITEM 16B. CODE OF ETHICS We have adopted a Code of Business Conduct that constitutes a code of
ethics for our executives around the world. This Code applies to our chief
executive officer and all senior financial officers of our company, including
the chief financial officer, chief accounting officer or controller, or persons
performing similar functions. Our code of ethics is available on our websites
at www.koandina.com and www.andina.cl. If we make any substantive amendment to
the code of ethics or grant any waivers, including any implicit waiver, from a
provision of the codes of ethics, we will disclose the nature of such amendment
or waiver on the above mentioned website. 
 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES Fees Paid To Independent Public Accountants: The following table sets forth, for each of the years indicated, the fees
paid to our independent public accountants and the percentage of each of the
fees out of the total amount paid to the accountants. Year Ended December 31,2002
    
    2003Services rendered
    
    Fees
    
    % of Total Fees
    
    Fees
    
    % of Total Fees(amounts in millions of Ch$)Audit fees (1)
    
    Ch$
    238
    
    
    
    83
    %
    
    Ch$
    216
    
    
    
    68
    %Audit-related fees (2)
    
    
    15
    
    
    
    5
    
    
    
    55
    
    
    
    17Tax fees (3)
    
    
    35
    
    
    
    12
    
    
    
    49
    
    
    
    15Total
    
    Ch$
    289
    
    
    
    100
    %
    
    Ch$
    320
    
    
    
    100
    %
 
  (1)
    
    Audit fees consist of services that would normally be provided in
connection with statutory and regulatory filings or engagements, including
services that generally only the independent accountant can reasonably
provide.(2)
    
    Audit-related fees relate to assurance and associated services that
traditionally are performed by the independent accountant, including:
attest services that are not required by statute or regulation; accounting
consultation and audits in connection with mergers, acquisitions and
divestitures; employee benefit plans audits; and consultation concerning
financial accounting and reporting standards.(3)
    
    Tax fees relate to services performed by the tax division for tax
compliance, planning, and advice. Audit Committee Pre-Approval Policies and Procedures We have adopted pre-approval policies and procedures under which all audit
and non-audit services provided by our external auditors must be pre-approved
by our audit committee. Any service proposals submitted by external auditors
need to be discussed and approved by the audit committee during its meetings,
which take place at least four times a year. Once the proposed service is
approved, we or our subsidiaries formalize the engagement of services. In
addition, the members of our board of directors are briefed on matters
discussed by the different committees of our Board. 
 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Not Applicable. 
 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS Not Applicable. 113




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PART III 
 ITEM 17. FINANCIAL STATEMENTS Reference is made to Item 18 for a list of all financial statements filed as part of this annual report. 
 ITEM 18. FINANCIAL STATEMENTS The following financial statements together with the Report of Independent Accountants, are filed as part of this annual report: Index to Consolidated Financial Statements
    
    
    F-1Report of Independent Auditors
    
    
    F-3Consolidated Balance Sheets at December 31, 2003 and 2002
    
    
    F-4Consolidated Statements of Income for the years ended December 31, 2003, 2002 and 2001
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and
2001
    
    
    F-7Notes to Consolidated Financial Statements at December 31, 2003 and 2002 and for
the years ended December 31, 2003, 2002 and 2001
    
    
    F-9
 
 ITEM 19. EXHIBITS The exhibits filed with or incorporated by referenece in this annual
report are listed in the exhibit index below. 
 EXHIBIT INDEX Item
    

Description12.1
    
    Certification of Jaime Garcia pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).12.2
    
    Certification of Osvaldo Garay pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).13.1
    
    Certification of Jaime Garcia pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(filed herewith).13.2
    
    Certification of Osvaldo Garay pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(filed herewith).
 114




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##### Table of Contents



FINANCIAL STATEMENTS Index to Consolidated Financial Statements
    
    
    F-1Report of Independent Auditors
    
    
    F-3Consolidated Balance Sheets at December 31, 2003 and 2002
    
    
    F-4Consolidated Statements of Income for the years ended December 31, 2003, 2002 and 2001
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and
2001
    
    
    F-7Notes to Consolidated Financial Statements at December 31, 2003 and 2002 and for
the years ended December 31, 2003, 2002 and 2001
    
    
    F-9
 F-1




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##### Table of Contents



EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES Consolidated financial statements As of December 31, 2003 and 2002 and for each
of the three years in the period ended December 31, 2003 CONTENTS Report of independent auditors
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Cash Flows
Notes to the consolidated financial statements Ch$
    
    -
    
    Chilean pesosThCh$
    
    -
    
    Thousands of Chilean pesosUS$
    
    -
    
    United States dollarsThUS$
    
    -
    
    Thousands of United States dollarsMUS$
    
    -
    
    Millions of United States dollarsUF
    
    -
    
    Unidad de Fomento, an inflation-indexed peso-denominated
monetary unit. The UF rate is set daily in advance based on the
previous months inflation rateR$
    
    -
    
    Brazilian realsA$
    
    -
    
    Argentine pesos
 (PRICEWATERHOUSECOOPERS LOGO) F-2




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##### Table of Contents



REPORT OF INDEPENDENT AUDITORS To the Shareholders and Board of Directors, of
Embotelladora Andina S.A. We have audited the accompanying Consolidated Balance Sheets of Embotelladora
Andina S.A. and its subsidiaries (the Company) as of December 31, 2003 and
2002, and the related Consolidated Statements of Income and of Cash Flows for
each of the three years in the period ended December 31, 2003, all expressed in
thousands of constant Chilean pesos of 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. We conducted our audits in accordance with auditing standards generally
accepted in Chile and 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Embotelladora
Andina S.A. and its subsidiaries as of December 31, 2003 and 2002 and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2003, in conformity with accounting principles
generally accepted in Chile. Accounting principles generally accepted in Chile vary in certain significant
respects from accounting principles generally accepted in the United States of
America. Information relating to the nature and effect of such differences is
presented in Note 23 to the consolidated financial statements. /s/ PricewaterhouseCoopers
 Santiago, January 27, 2004 F-3




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##### Table of Contents



EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Restated for general price-level changes and expressed in
thousands of constant Chilean pesos of December 31, 2003) At December 31,ASSETS
    
    Note
    
    2003
    
    2002ThCh$
    
    ThCh$CURRENT ASSETS:Cash
    
    
    
    
    
    
    
    
    
    
    9,345,727
    
    
    
    11,762,461Time deposits
    
    
    3
    
    
    
    
    
    
    
    6,602,410
    
    
    
    12,563,475Marketable securities
    
    
    4
    
    
    
    
    
    
    
    25,093,563
    
    
    
    25,795,192Receivables (net)
    
    
    5
    
    
    
    
    
    
    
    53,481,977
    
    
    
    44,476,237Inventories
    
    
    6
    
    
    
    
    
    
    
    19,690,106
    
    
    
    17,988,989Recoverable taxes
    
    
    
    
    
    
    
    
    
    
    4,569,087
    
    
    
    4,408,717Deferred income taxes
    
    
    15
    
    
    
    c
    )
    
    
    1,349,051
    
    
    
    718,346Other current assets
    
    
    7
    
    
    
    
    
    
    
    7,685,521
    
    
    
    6,894,927Total current assets
    
    
    
    
    
    
    
    
    
    
    127,817,442
    
    
    
    124,608,344PROPERTY, PLANT AND EQUIPMENT:
    
    
    9Land
    
    
    
    
    
    
    
    
    
    
    14,168,709
    
    
    
    16,691,014Buildings and improvements
    
    
    
    
    
    
    
    
    
    
    92,008,375
    
    
    
    104,639,626Machinery and equipment
    
    
    
    
    
    
    
    
    
    
    222,459,409
    
    
    
    251,042,324Other property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    174,763,151
    
    
    
    188,212,721Technical reappraisal of property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    1,896,624
    
    
    
    1,896,624Less: Accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    (336,210,787
    )
    
    
    (353,059,411
    )Total property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    169,085,481
    
    
    
    209,422,898OTHER ASSETS:Investments in unconsolidated affiliates
    
    
    10
    
    
    
    a
    )
    
    
    19,415,510
    
    
    
    17,243,528Goodwill (net)
    
    
    10
    
    
    
    b
    )
    
    
    87,979,269
    
    
    
    115,021,180Amounts due from related companies
    
    
    10
    
    
    
    d
    )
    
    
    50,559
    
    
    
    92,203Long-term investments
    
    
    11
    
    
    
    
    
    
    
    168,768,652
    
    
    
    199,586,564Other long-term assets
    
    
    
    
    
    
    
    
    
    
    12,309,123
    
    
    
    11,359,918Total other assets
    
    
    
    
    
    
    
    
    
    
    288,523,113
    
    
    
    343,303,393Total assets
    
    
    
    
    
    
    
    
    
    
    585,426,036
    
    
    
    677,334,635
 The accompanying notes 1 to 23 are an integral part of these consolidated
financial statements. F-4




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##### Table of Contents



EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Restated for general price-level changes and expressed in
thousands of constant Chilean pesos of December 31, 2003) At December 31,LIABILITIES AND SHAREHOLDERS EQUITY
    
    Note
    
    2003
    
    2002ThCh$
    
    ThCh$CURRENT LIABILITIES:Short-term bank borrowings
    
    
    12
    
    
    
    a
    )
    
    
    5,204,294
    
    
    
    7,054,574Current portion of long-term bank borrowings
    
    
    12
    
    
    
    b
    )
    
    
    1,999,107
    
    
    
    2,560,111Current portion of bonds payable
    
    
    13
    
    
    
    a
    )
    
    
    13,065,895
    
    
    
    7,591,312Dividends payable
    
    
    
    
    
    
    
    
    
    
    3,956,433
    
    
    
    3,965,051Trade accounts payable and notes payable
    
    
    
    
    
    
    
    
    
    
    27,742,381
    
    
    
    29,689,860Other accrued liabilities
    
    
    14
    
    
    
    
    
    
    
    14,851,542
    
    
    
    14,606,003Amounts payable to related companies
    
    
    10
    
    
    
    d
    )
    
    
    9,694,033
    
    
    
    9,306,155Income taxes payable
    
    
    
    
    
    
    
    
    
    
    4,058,726
    
    
    
    4,798,466Other taxes payable
    
    
    
    
    
    
    
    
    
    
    10,923,272
    
    
    
    8,797,888Other short -term liabilities
    
    
    
    
    
    
    
    
    
    
    34,304
    
    
    
    127,114Total current liabilities
    
    
    
    
    
    
    
    
    
    
    91,529,987
    
    
    
    88,496,534LONG-TERM LIABILITIES:Long-term bank borrowings
    
    
    12
    
    
    
    b
    )
    
    
    49,309,444
    
    
    
    60,177,860Bonds payable
    
    
    13
    
    
    
    a
    )
    
    
    122,180,529
    
    
    
    138,053,796Trade accounts payable and notes payable
    
    
    
    
    
    
    
    
    
    
    228,704
    
    
    
    68,252Other accrued liabilities
    
    
    14
    
    
    
    
    
    
    
    10,607,451
    
    
    
    9,367,575Deferred income taxes
    
    
    15
    
    
    
    c
    )
    
    
    1,335,638
    
    
    
    1,948,815Other long-term liabilities
    
    
    
    
    
    
    
    
    
    
    7,251,569
    
    
    
    6,355,852Total long-term liabilities
    
    
    
    
    
    
    
    
    
    
    190,913,335
    
    
    
    215,972,150Minority interest
    
    
    19
    
    
    
    
    
    
    
    48,115
    
    
    
    50,082Contingencies and commitments
    
    
    17SHAREHOLDERS EQUITY:
    
    
    18Paid-in capital
    
    
    
    
    
    
    
    
    
    
    186,368,767
    
    
    
    186,368,767Other reserves
    
    
    
    
    
    
    
    
    
    
    25,478,595
    
    
    
    60,161,747Retained earnings from previous years
    
    
    
    
    
    
    
    
    
    
    86,808,880
    
    
    
    104,695,113Net income for the year
    
    
    
    
    
    
    
    
    
    
    15,754,549
    
    
    
    33,351,481Interim dividends
    
    
    
    
    
    
    
    
    
    
    (11,476,192
    )
    
    
    (11,761,239
    )Total shareholders equity
    
    
    
    
    
    
    
    
    
    
    302,934,599
    
    
    
    372,815,869Total liabilities and shareholders equity
    
    
    
    
    
    
    
    
    
    
    585,426,036
    
    
    
    677,334,635
 The accompanying notes 1 to 23 are an integral part of these consolidated
financial statements. F-5




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##### Table of Contents



EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Restated for general price-level changes and expressed in
thousands of constant Chilean pesos of December 31, 2003) For the years ended December 31,Note
    
    2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$OPERATING RESULTSNet sales
    
    
    
    
    
    
    
    
    
    
    386,856,261
    
    
    
    402,224,315
    
    
    
    501,348,781Cost of sales
    
    
    
    
    
    
    
    
    
    
    (247,212,312
    )
    
    
    (264,788,190
    )
    
    
    (315,231,418
    )Gross profit
    
    
    
    
    
    
    
    
    
    
    139,643,949
    
    
    
    137,436,125
    
    
    
    186,117,363Administrative and selling expenses
    
    
    
    
    
    
    
    
    
    
    (91,944,448
    )
    
    
    (95,499,357
    )
    
    
    (128,041,618
    )Operating income
    
    
    
    
    
    
    
    
    
    
    47,699,501
    
    
    
    41,936,768
    
    
    
    58,075,745NON-OPERATING INCOME AND EXPENSE:Financial income
    
    
    
    
    
    
    
    
    
    
    30,862,115
    
    
    
    24,779,870
    
    
    
    33,786,760Other non-operating income
    
    
    20
    
    
    
    a
    )
    
    
    9,439,761
    
    
    
    2,510,478
    
    
    
    31,348,508Financial expense
    
    
    
    
    
    
    
    
    
    
    (19,980,219
    )
    
    
    (20,403,252
    )
    
    
    (34,525,705
    )Other non-operating expense
    
    
    20
    
    
    
    b
    )
    
    
    (7,809,949
    )
    
    
    (24,960,012
    )
    
    
    (27,207,481
    )Share of income (loss) from
unconsolidated affiliates
    
    
    10
    
    
    
    a
    )
    
    
    1,823,495
    
    
    
    9,209,592
    
    
    
    (1,420,851
    )Amortization of goodwill
    
    
    
    
    
    
    
    
    
    
    (6,618,354
    )
    
    
    (8,074,510
    )
    
    
    (11,145,073
    )Price-level restatement
    
    
    
    
    
    
    
    
    
    
    (4,067,382
    )
    
    
    (7,266,530
    )
    
    
    (9,880,329
    )Exchange (losses) gains, net
    
    
    
    
    
    
    
    
    
    
    (34,581,758
    )
    
    
    24,211,695
    
    
    
    2,891,767Non-operating (expense) income
    
    
    
    
    
    
    
    
    
    
    (30,932,291
    )
    
    
    7,331
    
    
    
    (16,152,404
    )Income before income tax expense
and minority interest
    
    
    
    
    
    
    
    
    
    
    16,767,210
    
    
    
    41,944,099
    
    
    
    41,923,341Less: Income tax expense
    
    
    15
    
    
    
    d
    )
    
    
    (1,009,590
    )
    
    
    (8,589,964
    )
    
    
    (7,501,714
    )Income before minority interest
    
    
    
    
    
    
    
    
    
    
    15,757,620
    
    
    
    33,354,135
    
    
    
    34,421,627Less: Income attributable to minority interest
    
    
    19
    
    
    
    
    
    
    
    (3,071
    )
    
    
    (2,654
    )
    
    
    (22,070
    )Net income
    
    
    
    
    
    
    
    
    
    
    15,754,549
    
    
    
    33,351,481
    
    
    
    34,399,557
 The accompanying notes 1 to 23 are an integral part of these consolidated
financial statements. F-6




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##### Table of Contents



EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Restated for general price-level changes and expressed in
thousands of constant Chilean pesos of December 31, 2003) For the years ended December 31,2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$CASH FLOWS FROM OPERATING ACTIVITIES:Collection of trade receivables
    
    
    555,242,921
    
    
    
    565,240,504
    
    
    
    720,666,317Financial income received
    
    
    63,292,215
    
    
    
    15,712,278
    
    
    
    21,630,292Collection of other receivables
    
    
    24,403,542
    
    
    
    22,103,739
    
    
    
    25,476,504Dividends and other distributions received
    
    
    
    
    
    
    11,634,298
    
    
    
    Other expenses
    
    
    (743,094
    )
    
    
    (4,862,001
    )
    
    
    (3,177,930
    )Income tax payments
    
    
    (4,758,744
    )
    
    
    (4,564,580
    )
    
    
    (2,223,901
    )Interest paid
    
    
    (66,287,739
    )
    
    
    (16,341,718
    )
    
    
    (24,324,744
    )Payments to suppliers and personnel
    
    
    (444,638,067
    )
    
    
    (421,255,015
    )
    
    
    (566,120,446
    )VAT and other similar items paid
    
    
    (59,820,727
    )
    
    
    (68,378,895
    )
    
    
    (78,769,063
    )Net cash provided by operating activities
    
    
    66,690,307
    
    
    
    99,288,610
    
    
    
    93,157,029CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings from banks and others
    
    
    51,629,474
    
    
    
    51,700,389
    
    
    
    114,310,556Proceeds from issuance of bonds
    
    
    
    
    
    
    
    
    
    
    115,728,313Payment of bond issuance costs
    
    
    
    
    
    
    
    
    
    
    (1,779,309
    )Payment of loans
    
    
    (48,833,963
    )
    
    
    (55,781,172
    )
    
    
    (112,954,357
    )Dividends paid
    
    
    (51,009,234
    )
    
    
    (59,367,809
    )
    
    
    (60,909,173
    )Repayment of bonds
    
    
    (5,598,506
    )
    
    
    (942,545
    )
    
    
    (147,306,426
    )Net cash used in financing activities
    
    
    (53,812,229
    )
    
    
    (64,391,137
    )
    
    
    (92,910,396
    )CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from sales of other investments
    
    
    149,409,960
    
    
    
    43,489,751
    
    
    
    803,825,731Proceeds from sales of property, plant and equipment
and intangible assets
    
    
    928,772
    
    
    
    638,866
    
    
    
    27,967,682Proceeds from other asset sales
    
    
    4,584
    
    
    
    
    
    
    
    Collection of loans to related companies
    
    
    
    
    
    
    290,880
    
    
    
    1,691,912Additions to property, plant and equipment
    
    
    (25,342,966
    )
    
    
    (24,078,976
    )
    
    
    (23,527,317
    )Purchases of other investments
    
    
    (142,805,840
    )
    
    
    (58,661,734
    )
    
    
    (828,244,785
    )Loans to related companies
    
    
    
    
    
    
    (286,980
    )
    
    
    147,618Investments in unconsolidated affiliates
    
    
    
    
    
    
    
    
    
    
    (16,605,407
    )Net cash used in investing activities
    
    
    (17,805,490
    )
    
    
    (38,608,193
    )
    
    
    (34,744,566
    )Net cash flows from operating, financing
and investing activities
    
    
    (4,927,412
    )
    
    
    (3,710,720
    )
    
    
    (34,497,933
    )PRICE-LEVEL RESTATEMENT OF CASH AND
CASH EQUIVALENTS
    
    
    (4,152,016
    )
    
    
    (6,219,623
    )
    
    
    (8,308,629
    )NET DECREASE IN CASH AND
CASH EQUIVALENTS
    
    
    (9,079,428
    )
    
    
    (9,930,343
    )
    
    
    (42,806,562
    )CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR
    
    
    50,121,128
    
    
    
    60,051,471
    
    
    
    102,858,033CASH AND CASH EQUIVALENTS AT END OF YEAR
    
    
    41,041,700
    
    
    
    50,121,128
    
    
    
    60,051,471
 The accompanying notes 1 to 23 are an integral part of these consolidated
financial statements. F-7




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##### Table of Contents



EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Restated for general price-level changes and expressed in
thousands of constant Chilean pesos of December 31, 2003) For the years ended December 31,2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$RECONCILIATION BETWEEN NET INCOME AND NET
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:Net income
    
    
    15,754,549
    
    
    
    33,351,481
    
    
    
    34,399,557Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation
    
    
    32,963,319
    
    
    
    40,670,850
    
    
    
    42,347,078Amortization of goodwill
    
    
    6,618,354
    
    
    
    8,074,510
    
    
    
    11,145,073Amortization of intangibles and deferred issuance costs
    
    
    512,178
    
    
    
    676,807
    
    
    
    4,609,070Write-offs and provisions
    
    
    1,610,621
    
    
    
    11,329,636
    
    
    
    10,248,563Share of (income) loss from unconsolidated affiliates
    
    
    (1,823,495
    )
    
    
    (9,209,592
    )
    
    
    1,420,851Gain on sales of property, plant and equipment
    
    
    (194,766
    )
    
    
    (336,653
    )
    
    
    (4,163,198
    )Gain on sale of investments
    
    
    (1,914
    )
    
    
    (722,319
    )
    
    
    Gain on sale of investments and other assets
    
    
    (16,805
    )
    
    
    (5,475
    )
    
    
    (1,892
    )Income attributable to minority interest
    
    
    3,071
    
    
    
    2,654
    
    
    
    22,070Price-level restatement
    
    
    4,067,382
    
    
    
    7,266,530
    
    
    
    9,880,329Exchange losses (gains), net
    
    
    34,581,758
    
    
    
    (24,211,695
    )
    
    
    (2,891,767
    )Other credits to income that do not
represent cash flows
    
    
    (19,252,591
    )
    
    
    (10,346,316
    )
    
    
    (52,902,747
    )Other debits to income that do not
represent cash flows
    
    
    9,097,471
    
    
    
    31,005,073
    
    
    
    39,122,504Change in operating assets and liabilities:Receivables
    
    
    (6,305,318
    )
    
    
    8,237,662
    
    
    
    6,977,208Inventories
    
    
    (3,402,159
    )
    
    
    (2,654,834
    )
    
    
    7,827,310Other current assets
    
    
    (6,656,842
    )
    
    
    23,113,347
    
    
    
    (10,204,725
    )Trade accounts payable and
notes payable relating to operating activities
    
    
    2,474,992
    
    
    
    (10,793,965
    )
    
    
    (2,043,352
    )Interest payable
    
    
    (10,636,850
    )
    
    
    (12,367,401
    )
    
    
    (4,998,579)
    )Income taxes payable
    
    
    (707,605
    )
    
    
    3,279,809
    
    
    
    2,786,000Trade accounts payable and notes payable
relating to non-operating activities
    
    
    2,502,956
    
    
    
    916,406
    
    
    
    (2,635,215
    )VAT and other similar taxes
    
    
    5,502,001
    
    
    
    2,012,095
    
    
    
    2,212,891Net cash provided by operating activities
    
    
    66,690,307
    
    
    
    99,288,610
    
    
    
    93,157,029
 The accompanying notes 1 to 23 are an integral part of these consolidated
financial statements. F-8




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##### Table of Contents



EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2003 AND 2002 NOTE 1  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Embotelladora Andina S.A. is registered under No. 00124 in the Securities
Registry and is subject to the regulations of the Chilean Superintendency of
Securities and Insurance Companies (the SVS): The primary activity of Embotelladora Andina S.A. (Andina, and together with
its subsidiaries, the Company) is the production and sale of Coca-Cola
products and other beverages. The Company has bottling operations in Santiago,
Chile and, through its subsidiaries, in Rio de Janeiro, Espíritu Santo and
Minas Gerais, Brazil, and Mendoza, Córdoba, and Rosario, Argentina. The Company
holds franchises from The Coca-Cola Company covering each of its Chilean,
Brazilian and Argentine operations. The franchises for the Chilean and
Brazilian Territories expire in 2007. In Argentina, the Company holds
franchises for each of the Mendoza, Rosario and Córdoba operations, which
expire in 2006 and may be extended at the option of The Coca-Cola Company. Such
franchises are expected to be renewed upon expiration. Legal reorganizations and joint ventures: On March 21, 2003, at the general and extraordinary shareholders meeting of
both Embotelladora del Atlántico S.A. (EDASA) and Complejo Industrial Pet S.A.
(CIPET), approved and confirmed the Preliminary Merger Agreement, which was
effective as from January 1, 2003. On May 23, 2003 the Final Merger Agreement
was signed between EDASA and CIPET and registered in the Public Register of
Commerce in Province of Córdoba on October 14, 2003. On December 12, 2002, Andina Bottling Investments S.A. and Andina Inversiones
Societarias S.A. purchased 100% of the shares in Mercury Equity Corp S.A., a
company incorporated in the British Virgin Islands. On December 22, 2002, both
companies unanimously agreed to a capital increase in Mercury Equity Corp S.A.,
contributing 100% of the holdings both companies had in The Sterling Pacific
Corp S.A. (Sterling). On December 23, 2002, the liquidation of Sterling took
place, and its total assets and liabilities were transferred at book value to
Mercury Equity Corp S.A. On December 30, 2002, the name of Mercury Equity Corp
S.A. changed to Abisa Corp S.A. (Abisa). On November 22, 2001, Sociedad Andina Bottling Investments Dos S.A. was
incorporated with capital of US$ 100 million, which shall be paid in full
within a maximum period of three years from the incorporation date. Accounting policies: The significant accounting policies of the Company are as follows: a) Presentation The consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in Chile (Chilean
GAAP) and regulations established by the SVS. F-9




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##### Table of Contents



The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, revenues and
expenses and disclosures of contingent liabilities. Management makes its best
estimate of the ultimate outcome for these items based on historical trends and
other information available when the financial statements are prepared. Changes
in estimates are recognized in accordance with the accounting rules for the
estimate, which is typically in the period when new information becomes
available to management. Areas where the nature of the estimate makes it
reasonably possible that actual results could materially differ from amounts
estimated include: the carrying value of property, plant and equipment, the
adequacy of the allowance for doubtful accounts, the valuation of inventory,
the carrying value of goodwill and investments in unconsolidated affiliates,
the determination of the liability for deposits for bottles and containers and
the valuation of deferred income tax assets. The Company has issued its audited statutory consolidated financial statements
in Spanish and in conformity with accounting principles generally accepted in
Chile, which include certain notes and additional information required by the
SVS for statutory purposes. Management believes that these additional notes
and information are not essential for the complete understanding of the
consolidated financial statements and accordingly, these notes and additional
information have been excluded from the accompanying consolidated financial
statements. Certain minor reclassifications have been made in the 2001 and 2002 amounts to
conform with the 2003 presentation. b) Consolidation The accompanying financial statements reflect the consolidated results of
operations of Andina and its subsidiaries. All significant intercompany
transactions have been eliminated on consolidation. The Company consolidates
the financial statements of the companies in which it controls a majority of
voting shares or has the ability, direct or indirect, to direct the management
and policies of the company. The Company owns, directly or indirectly in excess
of 99.5% of the shares of all of its subsidiaries. c) Price-level restatement The financial statements, which are expressed in Chilean pesos, have been
restated to reflect the effects of variations in the purchasing power of the
local currency during each year. For this purpose and in conformity with
current Chilean regulations, non-monetary assets and liabilities and equity
accounts have been restated by charges or credits to income. Furthermore, the
income and expense accounts have been restated in terms of year-end constant
pesos. In accordance with Chilean tax regulations and accounting practices,
the restatements were calculated based on the official Chilean Consumer Price
Index published by the National Institute of Statistics (the CPI), applied
one month in arrears, which was 3.1%, 3.0% and 1.0% for the years ended
November 30, 2001, 2002 and 2003, respectively. This index is considered by
the business community, the accounting profession and the Chilean government to
be the index which most closely complies with the technical requirement to
reflect the variation in the general level of prices in the country and,
consequently, is widely used for financial reporting purposes in Chile. The
above-mentioned price-level restatements do not purport to present 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 in the net result for each year the gain or loss in purchasing
power arising from the holding of assets and liabilities exposed to the effects
of inflation. F-10




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##### Table of Contents



Assets and liabilities that are denominated in inflation-indexed monetary units
are stated at the year-end values. The principal inflation-indexed monetary
unit used in Chile is the UF that changes daily to reflect the changes in the
CPI. As the Companys UF-denominated liabilities exceed its UF-denominated
assets, the increase in the UF resulted in a net loss due to inflation in 2003,
2002 and 2001. Values for the UF are as follows (historical pesos per UF): Ch$December 31, 2003
    
    
    16,920.00December 31, 2002
    
    
    16,744.12December 31, 2001
    
    
    16,262.66
 All amounts in the financial statements and notes are expressed in Chilean
pesos of December 31, 2003 purchasing power, unless otherwise stated. For
comparative purposes, the 2002 and 2001 financial statements, and the amounts
disclosed in the related footnotes, have been restated in terms of Chilean
pesos of December 31, 2003 purchasing power. This updating does not change the
prior years statements or information in any way except to update the amounts
to Chilean pesos of similar purchasing power. d) Assets and liabilities denominated in foreign currencies Assets and liabilities denominated in foreign currencies were translated into
Chilean pesos at the exchange rates reported by the Central Bank of Chile as
follows: Exchange ratesat December 31,Currency
    
    2003
    
    2002Ch$
    
    Ch$United States dollars
    
    
    593.80
    
    
    
    718.61Argentine pesos
    
    
    202.66
    
    
    
    213.24Brazilian reals
    
    
    205.52
    
    
    
    203.38
 e) Time deposits and marketable securities Time deposits are shown at cost plus accrued interest, which approximates
market value. Marketable securities include money market funds which are
stated at market value based on year-end quoted values. f) Allowance for doubtful accounts The allowance for doubtful accounts consists of a provision determined on the
basis of the aging of accounts receivable and additional allowances for
specific customers where collection is doubtful. In the opinion of the
Companys management, the allowances are reasonable and the net balances are
recoverable. g) Inventories Inventories are stated at purchase and/or production cost, adjusted for
price-level restatements and are computed pursuant to the average cost method.
Provisions are made for obsolescence on the basis of turnover of raw materials
and finished products. The stated values of inventories do not exceed their
estimated net realizable value. F-11




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##### Table of Contents



h) Recoverable taxes Recoverable taxes represent a net receivable related to value-added taxes on
purchases and sales. i) Income taxes and deferred income taxes Effective January 1, 2000, the effects of deferred income taxes arising from
temporary differences between the basis of assets and liabilities for tax and
financial statement purposes are recorded in accordance with Technical
Bulletins Nos. 60, 68 and 69 of the Chilean Institute of Accountants and
Circular No. 1,466 of the SVS. The effects of deferred income taxes at January
1, 2000 that were not previously recorded, were recognized, in accordance with
the transitional period provided by Technical Bulletin No. 60, against a contra
asset or liability account (complementary accounts) and were recorded to
offset the effects of the deferred tax assets and liabilities not recorded
prior to January 1, 2000. Complementary accounts are amortized to income over
the estimated average reversal periods corresponding to underlying temporary
differences to which the deferred tax asset or liability related. Deferred
income taxes at January 1, 2000 are recognized in income as the temporary
differences are reversed. Deferred income 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
or all of the deferred income tax assets will not be realized. The valuation
allowance should be sufficient to reduce the deferred income tax asset to an
amount that is more likely than not to be realized. j) Property, plant and equipment and depreciation Property, plant and equipment are carried at cost plus price-level restatements
less accumulated depreciation. Expenditures for significant improvements, or
replacement parts, which extend the useful life of an asset for more than one
year are capitalized, while maintenance and repair costs are charged to
operations as incurred. Gains and losses arising from normal retirement and
disposal of property, plant and equipment are reflected in other non-operating
income or expense in the consolidated statements of income. Containers in the Companys possession at plants and warehouses, as well as
bottles and plastic containers held by third parties, are stated at cost plus
price-level restatements, net of depreciation. Broken bottles or spoiled
containers at warehouses or plants are expensed in each accounting period. Software currently in use corresponds to computer packages purchased from third
parties and programs developed internally. Software purchased from third
parties is capitalized and amortized over a maximum period of four years.
Disbursements incurred for computer system development and for the use of
Company resources are charged to expense. During 1979, the SVS authorized a technical appraisal of certain property,
plant and equipment, which is included in technical reappraisal of property,
plant and equipment in the consolidated balance sheets. F-12




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##### Table of Contents



Depreciation expense, amounting to ThCh$ 32,963,319, ThCh$ 40,670,850 and ThCh$
42,347,078 for 2003, 2002 and 2001, respectively, is determined by the
straight-line method based on the estimated useful lives of the assets, which
are as follows: YearsBuildings and improvements
    
    
    25-60Machinery and equipment
    
    
    10Containers
    
    
    2-5Other
    
    
    1-10
 k) Deposits for containers The liability for deposits for containers in circulation is estimated based on
an annual inventory count of containers held by clients. The deposit is valued
at the weighted-average deposit value over the past seven years by container
type and any adjustments are recorded in the Companys operating results. In
order for a customer to recover the cash deposit, the original invoice must be
presented and the containers should be returned in good condition. Deposits
are not adjusted for price level restatements. If a customer has not returned
all or part of the deposits for containers for a period of five years from the
invoice date, the Company may cash part or all of the deposit without any
further proceedings. Considering that the number of new containers in circulation in the market
during the year is historically greater than the number of containers returned
by clients during the same period this liability of ThCh$ 6,934,762 and ThCh$
6,090,601 at December 31, 2003 and 2002, respectively, is presented in other
long-term liabilities in the consolidated balance sheets. l) Investments in unconsolidated affiliates
Investments in companies in which the Companys ownership interest exceeds 10%
but is less than 50% are accounted for using the equity method. The Companys
proportionate share in net income and loss of unconsolidated affiliates is
recognized in other non-operating income or expense in the consolidated
statements of income, after eliminating any unrealized profits or losses from
transactions between related companies. Investments in which the Companys ownership interest is below 10% are
accounted for at cost plus price-level restatements. m) Long-term investment Long-term investments mainly include investments in bonds and time deposits
which are recorded at cost plus accrued interest. n) Goodwill The Company has classified the cost in excess of fair value of the net assets
of companies acquired in purchase transactions as goodwill. Goodwill generated
on acquisitions is amortized on a straight-line basis over 20 years.
Amortization of goodwill amounted to ThCh$ 6,618,354, ThCh$ 8,074,510 and ThCh$
11,145,073 for the years ended December 31, 2003, 2002 and 2001, respectively.
The Company evaluates the recoverability of goodwill on a periodic basis. F-13




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##### Table of Contents



o) Bonds payable Bonds payable includes placement of Yankee Bonds in the US markets and
placement of bonds in UF in Chile, which are carried at par value. The
purchase discounts, the difference in the par value and the proceeds received,
is included in other long-term assets in the consolidated balance sheets. This
asset is amortized using the straight-line method over the term of the
respective obligations. The issuance and placement costs of bonds are shown in other current assets and
other long-term assets in the consolidated balance sheets and are being
amortized on a straight-line basis over the life of the respective instruments.
Costs include legal fees, reports on risk classification, printing, and
commissions on issuance and are presented net of accumulated amortization. p) Staff severance indemnities The Company has recorded a liability for long-term severance indemnities in
accordance with the collective bargaining agreements entered into with its
employees in Chile. The indemnity is payable to employees at the rate of one
full months salary for every year of service with the Company. This liability
is shown at the present value of the accrued benefits which was calculated by
applying a real discount rate of 7% per annum to the benefit accrued as of the
end of the year over an average future service period of 15 years. The staff
severance indemnities are included in short-term and long-term other accrued
liabilities in the consolidated balance sheets. q) Sales recognition The Company records sales revenue based on the physical delivery of finished
products to its customers, in accordance with Technical Bulletin No. 70 issued
by the Chilean Institute of Accountants. r) Franchise incentives The Coca-Cola Company, in its sole discretion, provides the Company with
various benefits and incentives, including advertising and promotional support.
The amounts received from The Coca-Cola Company for such support are included
within the captions that compose operating income, depending on the nature of
the support given. s) Derivative transactions The Company enters into hedging contracts including foreign currency forward
exchange contracts and cross-currency interest rate swap agreements. The
contracts are accounted for in accordance with Technical Bulletin No. 57,
Accounting for Derivative Contracts (TB 57) of the Chilean Institute of
Accountants. Under TB 57 all derivative instruments are recognized on the
balance sheet at their fair value. Derivative instruments are accounted for as
follows: Hedges of forecasted transactions: The derivative instrument is stated at its fair value on the consolidated
balance sheets and any change in the fair value is recognized on the balance
sheets as an unrealized gain or loss in other liabilities or in other
assets. When the contract is settled, the unrealized gain or loss on the
instrument is recognized in earnings in non-operating income or expense in
the consolidated statements of income. F-14




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##### Table of Contents



Hedges of firm commitments: The hedged item and derivative instrument are measured at fair value on the
consolidated balance sheets. Unrealized gains and losses are recorded in
earnings in other non-operating income or expense in the consolidated
statements of income if the net effect is a loss and deferred and recognized
when the contract is settled if it is a net gain. t) Translation of financial statements in foreign currencies The Company  ́s investments in subsidiaries located in Argentina and Brazil are
recorded in accordance with Technical Bulletin No. 64 of the Chilean Institute
of Accountants. Under this pronouncement, the financial statements of foreign
subsidiaries, which operate in countries that are exposed to significant risks,
restrictions or inflation/currency fluctuations must first be remeasured into
U.S. dollars and then translated into Chilean pesos at the year-end exchange
rate of the Chilean peso to the U.S. dollar. As a result, no effect is given
to price-level restatements based on inflation in those countries and the U.S.
dollar is considered to be the functional currency of these operations.
Accordingly, the financial statements of these subsidiaries are prepared in
accordance with Chilean GAAP, excluding the application of monetary correction,
and then remeasured into U.S. dollars as follows:  
    
    monetary assets and liabilities are translated at the closing exchange rate for the period;
    
    all other assets and liabilities and shareholders equity are translated at historical rates of exchange;
    
    income and expense accounts are translated at average rates during the period; and
    
    the resulting exchange adjustments are included in the results of operations for the period. The resulting foreign currency amounts are then translated to Chilean pesos at
the closing exchange rate at the balance sheet date. The difference between
the investments equity value arising from the financial statements remeasured
as explained above and the net equity value at the beginning of the year
restated by Chilean inflation, plus the proportional share of the investments
income (or loss) for the year, is recorded as a Cumulative Translation
Adjustment in Shareholders equity in the Consolidated Balance Sheets. u) Cash flows For purposes of the consolidated statements of cash flows, the Company
considers all highly-liquid investments with a remaining maturity of less than
three months at the closing date of the financial statements to be cash
equivalents. Cash flows from operating activities include all business-related cash flows as
well as interest paid, financial income and, in general, all cash flows not
defined as from financing or investing activities. The operating concept used
in this statement is broader than that in the consolidated statements of
income. F-15




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##### Table of Contents



NOTE 2 - CHANGES IN ACCOUNTING PRINCIPLES There are no changes in the application of generally accepted accounting
principles in Chile in relation to the previous years which could significantly
affect the comparability of these financial statements. NOTE 3 - TIME DEPOSITS Time deposits at each year-end consisted of the following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Foreign currency deposits
    
    
    6,602,410
    
    
    
    12,563,475Total
    
    
    6,602,410
    
    
    
    12,563,475
 NOTE 4 - MARKETABLE SECURITIES Marketable securities at each year-end consisted of the following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Money market funds
    
    
    25,093,563
    
    
    
    25,795,192Total
    
    
    25,093,563
    
    
    
    25,795,192
 NOTE 5 - RECEIVABLES (NET) Receivables (net) at each year-end consisted of the following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Trade accounts receivable
    
    
    30,147,915
    
    
    
    28,606,326Miscellaneous accounts receivable
    
    
    13,851,996
    
    
    
    5,567,292Notes receivable
    
    
    12,553,173
    
    
    
    12,869,810Allowance for doubtful accounts
    
    
    (3,071,107
    )
    
    
    (2,567,191
    )Accounts receivable (net)
    
    
    53,481,977
    
    
    
    44,476,237
 Notes receivable consisted primarily of post-dated checks for the purchases of
goods and Miscellaneous accounts receivable consisted primarily of advance
payments made to suppliers and amounts due from employees. F-16




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##### Table of Contents



Gross balances outstanding for 90 days or less were ThCh$ 52,506,136 and ThCh$
43,598,728 at December 31, 2003 and 2002, respectively. Gross balances
outstanding for more than 90 days were ThCh$ 4,046,948 and ThCh$ 3,444,700 at
December 31, 2003 and 2002, respectively. The Companys bad debt expense totaled ThCh$ 340,925 in 2003, ThCh$ 394,481 in
2002 and ThCh$ 1,159,839 in 2001. NOTE 6 - INVENTORIES Inventories at each year-end consisted of the following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Raw materials
    
    
    9,525,773
    
    
    
    6,741,116Finished products
    
    
    7,908,774
    
    
    
    8,933,416Raw materials in-transit
    
    
    2,182,137
    
    
    
    2,264,186Products-in-process
    
    
    73,422
    
    
    
    50,271Total
    
    
    19,690,106
    
    
    
    17,988,989
 Provisions for obsolescence totaled ThCh$ 213,598 and ThCh$ 218,521 at
December 31, 2003 and 2002, respectively. NOTE 7 - OTHER CURRENT ASSETS Other current assets at each year-end consisted of the following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Supplies
    
    
    3,393,713
    
    
    
    2,849,014Prepaid expenses
    
    
    2,133,870
    
    
    
    1,971,886Other
    
    
    2,157,938
    
    
    
    2,074,027Total
    
    
    7,685,521
    
    
    
    6,894,927
 F-17




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##### Table of Contents



NOTE 8  DERIVATIVE INSTRUMENTS In accordance with TB 57, under Chilean GAAP certain of the following forward
contracts have been designated as hedges of forecasted transactions. In
conjunction with the Companys risk management strategy, the Company has
recorded a gain of ThCh$ 11,232,119 in the consolidated statement of income for
the year ended December 31, 2003 with the corresponding asset recorded in
long-term investments in the consolidated balance sheets as of December 31,
2003. Additionally, for the Companys forward contracts representing hedges of
forecasted transactions, the Company has recorded an unrealized loss of ThCh$
2,614,157 for the year ended December 31, 2003 and an unrealized gain of ThCh$
400,115 for the year ended December 31, 2002. The Company has the following derivative contracts at December 31, 2003 and
2002: Fair value atPurchase
    
    Currency
    
    Notional
    
    Maturity
    
    Currency
    
    December 31, 2003Bank
    
    date
    
    purchased
    
    amount
    
    date
    
    sold
    
    Unrealized
    
    RealizedThCh$
    
    
    
    
    
    
    
    
    
    ThCh$
    
    ThCh$Itaú Bank
    
    
    06/30/2003
    
    
    US$
    
    
    711,326
    
    
    
    01/02/2004
    
    
    
    R$
    
    
    
    (163,615
    )
    
    
    Deutsche Bank
    
    
    07/16/2003
    
    
    US$
    
    
    7,247,979
    
    
    
    01/16/2004
    
    
    Ch$
    
    
    
    
    
    
    1,133,323Deutsche Bank
    
    
    07/18/2003
    
    
    US$
    
    
    10,343,145
    
    
    
    01/19/2004
    
    
    Ch$
    
    
    
    
    
    
    1,618,300Deutsche Bank
    
    
    07/18/2003
    
    
    US$
    
    
    7,175,875
    
    
    
    01/19/2004
    
    
    Ch$
    
    
    
    
    
    
    1,047,853Deutsche Bank
    
    
    07/26/2003
    
    
    US$
    
    
    3,606,666
    
    
    
    01/26/2004
    
    
    Ch$
    
    
    
    
    
    
    570,600Deutsche Bank
    
    
    07/26/2003
    
    
    US$
    
    
    3,646,838
    
    
    
    01/26/2004
    
    
    Ch$
    
    
    
    
    
    
    570,355Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    1,705,152
    
    
    
    01/30/2004
    
    
    Ch$
    
    
    
    
    
    
    267,233Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    525,117
    
    
    
    01/30/2004
    
    
    Ch$
    
    
    (28,424
    )
    
    
    Deutsche Bank
    
    
    10/23/2003
    
    
    US$
    
    
    525,117
    
    
    
    01/30/2004
    
    
    Ch$
    
    
    (28,424
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    525,117
    
    
    
    01/30/2004
    
    
    Ch$
    
    
    (28,424
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    525,117
    
    
    
    01/30/2004
    
    
    Ch$
    
    
    (28,424
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    525,117
    
    
    
    01/30/2004
    
    
    Ch$
    
    
    (28,424
    )
    
    
    Deutsche Bank
    
    
    12/02/2003
    
    
    US$
    
    
    1,308,666
    
    
    
    01/30/2004
    
    
    Ch$
    
    
    (80,853
    )
    
    
    Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    524,753
    
    
    
    02/27/2004
    
    
    Ch$
    
    
    (29,464
    )
    
    
    Deutsche Bank
    
    
    10/23/2003
    
    
    US$
    
    
    524,753
    
    
    
    02/27/2004
    
    
    Ch$
    
    
    (29,464
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    524,753
    
    
    
    02/27/2004
    
    
    Ch$
    
    
    (29,464
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    524,753
    
    
    
    02/27/2004
    
    
    Ch$
    
    
    (29,464
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    524,753
    
    
    
    02/27/2004
    
    
    Ch$
    
    
    (29,464
    )
    
    
    Deutsche Bank
    
    
    12/02/2003
    
    
    US$
    
    
    1,191,189
    
    
    
    02/27/2004
    
    
    Ch$
    
    
    (66,884
    )
    
    
    Deutsche Bank
    
    
    09/15/2003
    
    
    US$
    
    
    10,799,887
    
    
    
    03/15/2004
    
    
    Ch$
    
    
    
    
    
    
    1,702,277Deutsche Bank
    
    
    09/15/2003
    
    
    US$
    
    
    3,619,202
    
    
    
    03/15/2004
    
    
    Ch$
    
    
    
    
    
    
    572,105Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    506,522
    
    
    
    03/30/2004
    
    
    Ch$
    
    
    (30,186
    )
    
    
    Deutsche Bank
    
    
    10/23/2003
    
    
    US$
    
    
    506,522
    
    
    
    03/30/2004
    
    
    Ch$
    
    
    (30,186
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    506,522
    
    
    
    03/30/2004
    
    
    Ch$
    
    
    (30,186
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    506,522
    
    
    
    03/30/2004
    
    
    Ch$
    
    
    (30,186
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    506,522
    
    
    
    03/30/2004
    
    
    Ch$
    
    
    (30,186
    )
    
    
    Deutsche Bank
    
    
    12/02/2003
    
    
    US$
    
    
    729,392
    
    
    
    03/30/2004
    
    
    Ch$
    
    
    (43,468
    )
    
    
    Deutsche Bank
    
    
    10/13/2003
    
    
    US$
    
    
    7,188,184
    
    
    
    04/13/2004
    
    
    Ch$
    
    
    
    
    
    
    1,131,280Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    524,376
    
    
    
    04/30/2004
    
    
    Ch$
    
    
    (30,577
    )
    
    
    Deutsche Bank
    
    
    10/23/2003
    
    
    US$
    
    
    524,376
    
    
    
    04/30/2004
    
    
    Ch$
    
    
    (30,577
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    524,376
    
    
    
    04/30/2004
    
    
    Ch$
    
    
    (30,577
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    524,376
    
    
    
    04/30/2004
    
    
    Ch$
    
    
    (30,577
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    524,376
    
    
    
    04/30/2004
    
    
    Ch$
    
    
    (30,577
    )
    
    
    Deutsche Bank
    
    
    12/02/2003
    
    
    US$
    
    
    1,153,628
    
    
    
    04/30/2004
    
    
    Ch$
    
    
    (67,270
    )
    
    
    Deutsche Bank
    
    
    12/02/2003
    
    
    US$
    
    
    401,048
    
    
    
    05/28/2004
    
    
    Ch$
    
    
    (25,851
    )
    
    
    Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    534,731
    
    
    
    05/28/2004
    
    
    Ch$
    
    
    (34,468
    )
    
    
    
 F-18




---



##### Table of Contents



Fair value atPurchase
    
    Currency
    
    Notional
    
    Maturity
    
    Currency
    
    December 31, 2003Bank
    
    date
    
    purchased
    
    amount
    
    date
    
    sold
    
    Unrealized
    
    RealizedThCh$
    
    
    
    
    
    
    
    
    
    ThCh$
    
    ThCh$Deutsche Bank
    
    
    10/23/2003
    
    
    US$
    
    
    534,731
    
    
    
    05/28/2004
    
    
    Ch$
    
    
    (34,468
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    534,731
    
    
    
    05/28/2004
    
    
    Ch$
    
    
    (34,468
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    534,731
    
    
    
    05/28/2004
    
    
    Ch$
    
    
    (34,468
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    534,731
    
    
    
    05/28/2004
    
    
    Ch$
    
    
    (34,468
    )
    
    
    Deutsche Bank
    
    
    12/02/2003
    
    
    US$
    
    
    3,550,533
    
    
    
    06/02/2004
    
    
    Ch$
    
    
    
    
    
    
    559,110Deutsche Bank
    
    
    12/15/2003
    
    
    US$
    
    
    7,070,750
    
    
    
    06/15/2004
    
    
    Ch$
    
    
    
    
    
    
    1,113,286Deutsche Bank
    
    
    12/18/2003
    
    
    US$
    
    
    6,010,105
    
    
    
    06/18/2004
    
    
    Ch$
    
    
    
    
    
    
    946,397Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    530,507
    
    
    
    06/30/2004
    
    
    Ch$
    
    
    (36,895
    )
    
    
    Deutsche Bank
    
    
    10/23/2003
    
    
    US$
    
    
    530,507
    
    
    
    06/30/2004
    
    
    Ch$
    
    
    (36,895
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    530,507
    
    
    
    06/30/2004
    
    
    Ch$
    
    
    (36,895
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    530,507
    
    
    
    06/30/2004
    
    
    Ch$
    
    
    (36,895
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    530,507
    
    
    
    06/30/2004
    
    
    Ch$
    
    
    (36,895
    )
    
    
    Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    519,223
    
    
    
    07/30/2004
    
    
    Ch$
    
    
    (36,896
    )
    
    
    Citibank
    
    
    10/23/2003
    
    
    US$
    
    
    519,223
    
    
    
    07/30/2004
    
    
    Ch$
    
    
    (36,896
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    519,223
    
    
    
    07/30/2004
    
    
    Ch$
    
    
    (36,896
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    519,223
    
    
    
    07/30/2004
    
    
    Ch$
    
    
    (36,896
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    519,223
    
    
    
    07/30/2004
    
    
    Ch$
    
    
    (36,896
    )
    
    
    Deutsche Bank
    
    
    12/02/2003
    
    
    US$
    
    
    104,497
    
    
    
    08/27/2004
    
    
    Ch$
    
    
    (7,447
    )
    
    
    Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    522,534
    
    
    
    08/27/2004
    
    
    Ch$
    
    
    (37,262
    )
    
    
    Citibank
    
    
    10/23/2003
    
    
    US$
    
    
    522,534
    
    
    
    08/27/2004
    
    
    Ch$
    
    
    (37,262
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    522,534
    
    
    
    08/27/2004
    
    
    Ch$
    
    
    (37,262
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    522,534
    
    
    
    08/27/2004
    
    
    Ch$
    
    
    (37,262
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    522,534
    
    
    
    08/27/2004
    
    
    Ch$
    
    
    (37,262
    )
    
    
    Deutsche Bank
    
    
    12/02/2003
    
    
    US$
    
    
    474,577
    
    
    
    09/30/2004
    
    
    Ch$
    
    
    (32,738
    )
    
    
    Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    515,845
    
    
    
    09/30/2004
    
    
    Ch$
    
    
    (35,585
    )
    
    
    Citibank
    
    
    10/23/2003
    
    
    US$
    
    
    515,845
    
    
    
    09/30/2004
    
    
    Ch$
    
    
    (35,585
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    515,845
    
    
    
    09/30/2004
    
    
    Ch$
    
    
    (35,585
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    515,845
    
    
    
    09/30/2004
    
    
    Ch$
    
    
    (35,585
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    515,845
    
    
    
    09/30/2004
    
    
    Ch$
    
    
    (35,585
    )
    
    
    Deutsche Bank
    
    
    12/02/2003
    
    
    US$
    
    
    201,001
    
    
    
    10/29/2004
    
    
    Ch$
    
    
    (14,541
    )
    
    
    Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    502,502
    
    
    
    10/29/2004
    
    
    Ch$
    
    
    (36,353
    )
    
    
    Citibank
    
    
    10/23/2003
    
    
    US$
    
    
    502,502
    
    
    
    10/29/2004
    
    
    Ch$
    
    
    (36,353
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    502,502
    
    
    
    10/29/2004
    
    
    Ch$
    
    
    (36,353
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    502,502
    
    
    
    10/29/2004
    
    
    Ch$
    
    
    (36,353
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    502,502
    
    
    
    10/29/2004
    
    
    Ch$
    
    
    (36,353
    )
    
    
    Deutsche Bank
    
    
    12/02/2003
    
    
    US$
    
    
    397,849
    
    
    
    11/30/2004
    
    
    Ch$
    
    
    (28,449
    )
    
    
    Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    503,606
    
    
    
    11/30/2004
    
    
    Ch$
    
    
    (36,012
    )
    
    
    Citibank
    
    
    10/23/2003
    
    
    US$
    
    
    503,606
    
    
    
    11/30/2004
    
    
    Ch$
    
    
    (36,012
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    503,606
    
    
    
    11/30/2004
    
    
    Ch$
    
    
    (36,012
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    503,606
    
    
    
    11/30/2004
    
    
    Ch$
    
    
    (36,012
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    503,606
    
    
    
    11/30/2004
    
    
    Ch$
    
    
    (36,012
    )
    
    
    Citibank
    
    
    10/22/2003
    
    
    US$
    
    
    481,023
    
    
    
    12/29/2004
    
    
    Ch$
    
    
    (32,709
    )
    
    
    Citibank
    
    
    10/23/2003
    
    
    US$
    
    
    481,023
    
    
    
    12/29/2004
    
    
    Ch$
    
    
    (32,709
    )
    
    
    Deutsche Bank
    
    
    10/30/2003
    
    
    US$
    
    
    481,023
    
    
    
    12/29/2004
    
    
    Ch$
    
    
    (32,709
    )
    
    
    Citibank
    
    
    11/06/2003
    
    
    US$
    
    
    481,023
    
    
    
    12/29/2004
    
    
    Ch$
    
    
    (32,709
    )
    
    
    Deutsche Bank
    
    
    11/07/2003
    
    
    US$
    
    
    481,023
    
    
    
    12/29/2004
    
    
    Ch$
    
    
    (32,709
    )
    
    
    Deutsche Bank
    
    
    12/02/2003
    
    
    US$
    
    
    865,842
    
    
    
    12/29/2004
    
    
    Ch$
    
    
    (58,876
    )
    
    
    110,457,026
    
    
    
    
    
    
    
    
    
    
    
    (2,614,157
    )
    
    
    11,232,119
 F-19




---



##### Table of Contents



Fair value atPurchase
    
    Currency
    
    Notional
    
    Maturity
    
    Currency
    
    December 31, 2002Bank
    
    date
    
    purchased
    
    amount
    
    date
    
    sold
    
    Unrealized
    
    RealizedThCh$
    
    
    
    
    
    
    
    
    
    ThCh$
    
    ThCh$Deutsche Bank
    
    
    19/11/2002
    
    
    US$
    
    
    4,416,525
    
    
    
    01/31/2003
    
    
    Ch$
    
    
    3,684
    
    
    
    Deutsche Bank
    
    
    19/11/2002
    
    
    US$
    
    
    4,122,995
    
    
    
    02/28/2003
    
    
    Ch$
    
    
    7,732
    
    
    
    Deutsche Bank
    
    
    19/11/2002
    
    
    US$
    
    
    3,377,066
    
    
    
    03/28/2003
    
    
    Ch$
    
    
    9,373
    
    
    
    Deutsche Bank
    
    
    20/11/2002
    
    
    US$
    
    
    4,080,295
    
    
    
    04/30/2003
    
    
    Ch$
    
    
    15,837
    
    
    
    Deutsche Bank
    
    
    20/11/2002
    
    
    US$
    
    
    3,422,458
    
    
    
    05/30/2003
    
    
    Ch$
    
    
    18,474
    
    
    
    Deutsche Bank
    
    
    20/11/2002
    
    
    US$
    
    
    2,878,339
    
    
    
    06/27/2003
    
    
    Ch$
    
    
    18,703
    
    
    
    Deutsche Bank
    
    
    06/12/2002
    
    
    US$
    
    
    2,773,735
    
    
    
    07/31/2003
    
    
    Ch$
    
    
    22,967
    
    
    
    Deutsche Bank
    
    
    06/12/2002
    
    
    US$
    
    
    2,939,603
    
    
    
    08/29/2003
    
    
    Ch$
    
    
    29,161
    
    
    
    Deutsche Bank
    
    
    06/12/2002
    
    
    US$
    
    
    3,261,100
    
    
    
    09/30/2003
    
    
    Ch$
    
    
    38,566
    
    
    
    BBVA Banco Bhif
    
    
    11/12/2002
    
    
    US$
    
    
    2,796,751
    
    
    
    10/31/2003
    
    
    Ch$
    
    
    38,725
    
    
    
    BBVA Banco Bhif
    
    
    11/12/2002
    
    
    US$
    
    
    3,015,970
    
    
    
    11/28/2003
    
    
    Ch$
    
    
    47,464
    
    
    
    BBVA Banco Bhif
    
    
    11/12/2002
    
    
    US$
    
    
    3,177,990
    
    
    
    12/30/2003
    
    
    Ch$
    
    
    57,067
    
    
    
    Itaú Bank
    
    
    20/12/2002
    
    
    US$
    
    
    734,286
    
    
    
    05/02/2003
    
    
    
    R$
    
    
    
    8,490
    
    
    
    ABN AMRO Bank
    
    
    20/12/2002
    
    
    US$
    
    
    735,739
    
    
    
    06/02/2003
    
    
    
    R$
    
    
    
    9,942
    
    
    
    Itaú Bank
    
    
    20/12/2002
    
    
    US$
    
    
    737,292
    
    
    
    07/01/2003
    
    
    
    R$
    
    
    
    11,496
    
    
    
    Citibank
    
    
    20/12/2002
    
    
    US$
    
    
    738,305
    
    
    
    08/01/2003
    
    
    
    R$
    
    
    
    12,509
    
    
    
    Citibank
    
    
    20/12/2002
    
    
    US$
    
    
    740,700
    
    
    
    09/01/2003
    
    
    
    R$
    
    
    
    14,904
    
    
    
    Citibank
    
    
    20/12/2002
    
    
    US$
    
    
    740,894
    
    
    
    10/01/2003
    
    
    
    R$
    
    
    
    15,097
    
    
    
    Itaú Bank
    
    
    20/12/2002
    
    
    US$
    
    
    737,089
    
    
    
    11/03/2003
    
    
    
    R$
    
    
    
    11,293
    
    
    
    ABN AMRO Bank
    
    
    19/11/2002
    
    
    US$
    
    
    5,804,324
    
    
    
    12/01/2003
    
    
    
    R$
    
    
    
    (2,045
    )
    
    
    Itaú Bank
    
    
    19/11/2002
    
    
    US$
    
    
    5,066,421
    
    
    
    12/01/2003
    
    
    
    R$
    
    
    
    (14,151
    )
    
    
    ABN AMRO Bank
    
    
    20/12/2002
    
    
    US$
    
    
    738,698
    
    
    
    12/01/2003
    
    
    
    R$
    
    
    
    12,903
    
    
    
    Itaú Bank
    
    
    20/12/2002
    
    
    US$
    
    
    737,760
    
    
    
    01/02/2004
    
    
    
    R$
    
    
    
    11,964
    
    
    
    Total
    
    
    
    
    
    
    57,774,335
    
    
    
    
    
    
    
    
    
    
    
    400,155
    
    
    
    
 NOTE 9 - PROPERTY, PLANT AND EQUIPMENT  a)
    
    Land, buildings and improvements and machinery and equipment at each
year-end consisted of the following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Land
    
    
    14,168,709
    
    
    
    16,691,014Buildings and improvements
    
    
    92,008,375
    
    
    
    104,639,626Machinery and equipment
    
    
    222,459,409
    
    
    
    251,042,324Total
    
    
    328,636,493
    
    
    
    372,372,964Accumulated depreciation
    
    
    186,823,699
    
    
    
    197,981,982
 F-20




---



##### Table of Contents



b)
    
    Other property, plant and equipment at each year-end consisted of the
following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Containers
    
    
    96,270,611
    
    
    
    99,886,125Marketing and displays
    
    
    43,296,450
    
    
    
    41,975,117Furniture, tools and implements
    
    
    24,481,843
    
    
    
    32,042,246Vehicles and other fixed assets
    
    
    10,714,247
    
    
    
    14,309,233Total
    
    
    174,763,151
    
    
    
    188,212,721Accumulated depreciation
    
    
    148,836,072
    
    
    
    154,535,953
  c)
    
    Technical reappraisal of property, plant and equipment: This item represents the increase in value of property, plant and equipment
resulting from a technical reappraisal made by the Company in 1979 pursuant to
SVS regulations. The balance of technical reappraisals at each year-end
consisted of the following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Land
    
    
    1,267,674
    
    
    
    1,267,674Machinery and equipment
    
    
    453,179
    
    
    
    453,179Buildings and improvements
    
    
    175,771
    
    
    
    175,771Total
    
    
    1,896,624
    
    
    
    1,896,624Accumulated depreciation
    
    
    551,016
    
    
    
    541,476
 NOTE 10 - INVESTMENTS IN UNCONSOLIDATED AFFILIATES AND GOODWILL a) Investments in unconsolidated affiliates: Information concerning investments in related companies consisted of the following: Ownershippercentage
    
    Investment valueat December 31,
    
    at December 31,
    
    Participation in net income (loss)2003
    
    2002
    
    2003
    
    2002
    
    2003
    
    2002
    
    2001%
    
    %
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Envases CMF S.A. (1)
    
    
    50.00
    
    
    
    50.00
    
    
    
    14,869,970
    
    
    
    14,813,193
    
    
    
    (487,076
    )
    
    
    232,559
    
    
    
    30,557Kaik Participacoes Ltda. (2)
    
    
    11.31
    
    
    
    11.31
    
    
    
    2,493,663
    
    
    
    232,979
    
    
    
    2,264,148
    
    
    
    11,093,998
    
    
    
    (509,302
    )Envases Central S.A.
    
    
    48.00
    
    
    
    48.00
    
    
    
    1,211,420
    
    
    
    1,098,670
    
    
    
    104,841
    
    
    
    (190,783
    )
    
    
    (399,906
    )Cican S.A.
    
    
    15.20
    
    
    
    15.20
    
    
    
    840,457
    
    
    
    1,098,686
    
    
    
    (58,418
    )
    
    
    (1,926,182
    )
    
    
    (310,683
    )Agromax S.A. (3)
    
    
    
    
    
    
    48.62
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,339
    )Centralli Refrigerante S.A. (4)
    
    
    25.00
    
    
    
    25.00
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (217,178
    )Total
    
    
    
    
    
    
    
    
    
    
    19,415,510
    
    
    
    17,243,528
    
    
    
    1,823,495
    
    
    
    9,209,592
    
    
    
    (1,420,851
    )
 F-21




---



##### Table of Contents



(1)
    
    On June 29, 2001, Embotelladora Andina S.A. and Cristalerías de Chile
S.A. (Cristalerías) entered into a number of contracts establishing a
joint venture for the PET plastic container business in which these
companies were involved through their respective subsidiaries, Envases
Multipack S.A. and Crowpla Reicolite S.A. (Crowpla). This joint venture
was undertaken by the Company through the incorporation of its subsidiary,
Andina Inversiones Societarias S.A., as shareholder of 50% of the shares
of Crowpla Reicolite S.A. The remaining 50% of these shares are owned by
Cristalerías. In addition, Crowpla purchased the necessary assets from
Multipack to develop this joint venture. As a result of the previously
described asset purchase, an unrealized gain of ThCh$ 1,342,144 was
generated, which is being recorded, beginning January 1, 2003, over the
remaining useful life of approximately ten years, of this property, plant
and equipment sold to Envases CMF S.A. (CMF).  (2)
    
    Andina, through its subsidiary Refrescos, has an indirect equity
investment (11.31%) in Kaik Participacoes Ltda. (Kaik). Kaik, in turn,
had a 33.46% equity investment in Cervejarias Kaiser S.A., which on March
19, 2002 was sold for US$ 484.5 million to a Canadian company. As a
result of this transaction Refrescos recognized a gain of US$ 15 million.
Refrescos received US$ 15 million as dividend as a result of the payment
in cash for the respective sale. The remaining amount of US$ 5.7 million,
was accrued until May 2003, due to certain unresolved contingencies
related to the sale of Cervejarias Kaiser S.A. In June 2003, these
contingencies were resolved and the provision was reversed. As a result
of the resolution of these contingencies, a gain of US$ 3.22 million was
recognized by Refrescos in 2003.  (3)
    
    In 2001 and 2002, the investment in Agromax S.A. was accounted for using
the equity method. Agromax S.A. had negative equity at December 31, 2002,
which was included in other accrued liabilities on the consolidated
balance sheets. On March 27, 2003, the Company sold its shares of Agromax
S.A. for $ 132,000 Argentine peso (ThCh$ 28,194), generating a gain for
the same amount, which is shown in non-operating income or expense in the
consolidated statements of income for the year ended December 31, 2003.  (4)
    
    Centralli Refrigerante S.A. had negative equity at December 31, 2003 and
2002, which is included within other accrued liabilities on the
consolidated balance sheets.b)
    
    Goodwill (net): The detail of goodwill (net) at each year-end consisted of the following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Embotelladora del Atlántico S.A.
    
    
    38,157,703
    
    
    
    50,442,297Nitivitgov Refrigerantes
    
    
    33,286,647
    
    
    
    43,184,141Río de Janeiro Refrescos Ltda.
    
    
    15,317,564
    
    
    
    20,165,213Sociedad de
Inversiones Libertador Bernardo O Higgins
    
    
    1,217,355
    
    
    
    1,229,529Total
    
    
    87,979,269
    
    
    
    115,021,180
 Accumulated amortization was ThCh$ 67,809,631 and ThCh$ 61,191,277 at December
31, 2003 and 2002, respectively. F-22




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##### Table of Contents



c)
    
    Transactions with related companies: Amount of transactions forthe year ended December 31,Company
    
    Relation
    
    Type of transaction
    
    2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Envases Central S.A. (Chile)
    
    Equity investee
    
    Sales of raw materials and supplies
    
    
    1,162,714
    
    
    
    1,276,720
    
    
    
    1,105,375Finished product purchases
    
    
    13,883,519
    
    
    
    13,591,696
    
    
    
    8,709,198Loan granted
    
    
    
    
    
    
    
    
    
    
    834,030Loan received
    
    
    
    
    
    
    290,880
    
    
    
    860,555Envases Italprint S.A. (Chile)
    
    Director in common
    
    Raw material purchases
    
    
    8,971
    
    
    
    699,854
    
    
    
    1,028,904Coca Cola de Chile S.A.
    
    Related company through shareholder
    
    Concentrate purchases
    
    
    34,268,564
    
    
    
    39,937,921
    
    
    
    38,129,048Advertising participation
    
    
    2,790,254
    
    
    
    2,791,593
    
    
    
    2,630,186Water source rental
    
    
    1,289,370
    
    
    
    1,580,303
    
    
    
    2,971,112Others
    
    
    551,517
    
    
    
    1,177,788
    
    
    
    Coca Cola de Argentina S.A.
    
    Related company through shareholder
    
    Concentrate purchases
    
    
    13,748,724
    
    
    
    10,530,959
    
    
    
    14,250,907Cican S.A. (Argentina)
    
    Equity investee
    
    Can purchases
    
    
    
    
    
    
    1,577,247
    
    
    
    6,006,020PET purchases
    
    
    
    
    
    
    118,763
    
    
    
    747,879Cervejarias Kaiser S.A. (Brazil)
    
    Equity investee
    
    Finished product purchases
    
    
    6,090,759
    
    
    
    4,969,630
    
    
    
    4,800,822Advertising participation
    
    
    1,039,220
    
    
    
    1,131,550
    
    
    
    1,735,609Coca Cola Industrias Ltda. (Brazil)
    
    Related company through shareholder
    
    Advertising participation
    
    
    
    
    
    
    
    
    
    
    2,353,092Promotional plans
    
    
    
    
    
    
    
    
    
    
    11,470,831Envases del Pacífico S.A. (Chile)
    
    Director in common
    
    Raw material purchases
    
    
    939,708
    
    
    
    154,774
    
    
    
    313,297Recofarma Industrias
do Amazonas Ltda. (Brazil)
    
    Related company through shareholder
    
    Concentrate purchases
    
    
    17,257,524
    
    
    
    25,463,033
    
    
    
    26,092,723Advertising participation
    
    
    4,670,864
    
    
    
    15,612,745
    
    
    
    Envases CMF S.A. (Chile)
    
    Equity investee
    
    Container purchases
    
    
    3,661,161
    
    
    
    7,010,785
    
    
    
    2,888,486Raw material purchases
    
    
    9,483,774
    
    
    
    6,031,704
    
    
    
    5,909,301Raw material sales
    
    
    1,268,539
    
    
    
    
    
    
    
    Centralli
Refrigerantes S.A. (Brazil)
    
    Equity investee
    
    Finished product purchases
    
    
    847,815
    
    
    
    4,398,506
    
    
    
    2,744,744
 F-23




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##### Table of Contents



d)
    
    Amounts receivable and amounts payable with related companies consisted of
the following: Short-term At December 31, 2003
    
    At December 31, 2002Company
    
    Receivable
    
    Payable
    
    Receivable
    
    PayableThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Envases CMF S.A.
    
    
    
    
    
    
    2,905,631
    
    
    
    
    
    
    
    3,405,998Coca-Cola de Chile S.A.
    
    
    
    
    
    
    2,825,136
    
    
    
    
    
    
    
    3,398,175Recofarma Industrias do Amazonas Ltda.
    
    
    
    
    
    
    2,264,528
    
    
    
    
    
    
    
    417,631Envases Central S.A.
    
    
    
    
    
    
    636,534
    
    
    
    
    
    
    
    820,735Cervejarias Kaiser S.A.
    
    
    
    
    
    
    559,213
    
    
    
    
    
    
    
    160,817Coca Cola de Argentina S.A.
    
    
    
    
    
    
    502,991
    
    
    
    
    
    
    
    569,062Centralli Refrigerante S.A.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    166,215Envases del Pacífico S.A.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130,131Cican S.A. (Argentina)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121,236Envases Italprint S.A.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116,155Total
    
    
    
    
    
    
    9,694,033
    
    
    
    
    
    
    
    9,306,155
 Long-term At December 31, 2003
    
    At December 31, 2002Company
    
    Receivable
    
    Payable
    
    Receivable
    
    PayableThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Coca Cola (Chile)
    
    
    50,559
    
    
    
    
    
    
    
    37,152
    
    
    
    Centralli Refrigerante S.A.
    
    
    
    
    
    
    
    
    
    
    55,051
    
    
    
    Total
    
    
    50,559
    
    
    
    
    
    
    
    92,203
    
    
    
    
 F-24




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##### Table of Contents



NOTE 11 - LONG-TERM INVESTMENTS Other long-term assets at each year-end consisted of the following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Investments in bonds:Chilgener S.A.
    
    
    15,080,896
    
    
    
    18,214,744Petróleos Mexicanos
    
    
    12,672,139
    
    
    
    15,668,289Bono Soberano de Chile
    
    
    8,618,294
    
    
    
    12,741,707Bono Soberano México
    
    
    8,488,371
    
    
    
    Enap
    
    
    7,531,035
    
    
    
    Endesa
    
    
    6,071,390
    
    
    
    17,196,377Compañía Manufacturera de Papeles y Cartones S.A.
    
    
    5,954,286
    
    
    
    7,313,827Banco Santiago S.A.
    
    
    5,935,379
    
    
    
    10,506,877Celulosa Arauco Constitución S.A.
    
    
    5,811,402
    
    
    
    10,698,986Teléfonos de México S.A.
    
    
    3,058,424
    
    
    
    3,790,986Scotiabank Sudamericano S.A.
    
    
    3,049,213
    
    
    
    3,757,610Banco Santander Santiago
    
    
    2,479,193
    
    
    
    Enersis S.A.
    
    
    
    
    
    
    8,022,496Empresa Eléctrica Pehuenche S.A.
    
    
    
    
    
    
    7,460,749Time deposit
- Deutsche Bank AG
    
    
    48,903,308
    
    
    
    67,115,801Deposit Credit Link Enersis S.A.
    
    
    11,259,181
    
    
    
    Deposit Credit Link Endesa
    
    
    6,123,444
    
    
    
    Deposit Credit Link Cemex
    
    
    5,062,869
    
    
    
    1,212,088Deposit Credit Link LQ
    
    
    1,437,709
    
    
    
    Deposit Credit Link CTC
    
    
    
    
    
    
    10,909,623Deposit Credit Link Pemex
    
    
    
    
    
    
    4,976,404Cross currency swap
    
    
    11,232,119
    
    
    
    Total
    
    
    168,768,652
    
    
    
    199,586,564
 F-25




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##### Table of Contents



NOTE 12 - BANK BORROWINGS a) Short-term bank borrowings: Short-term bank borrowings totaled ThCh$ 5,204,294 and ThCh$ 7,054,574 at
December 31, 2003 and 2002, respectively. The weighted-average annual interest
rates on short-term bank borrowings (including short-term lines of credit)
outstanding at December 31, 2003 and 2002 were 3.12% and 3.58%, respectively. At December 31, 2003 and 2002, the Company had approximately Ch$ 87,526 million
and Ch$ 78,041 million, respectively, available through short-term lines of
credit. The aggregate outstanding of the lines of credit at December 31, 2003
and 2002 was approximately Ch$ 5,204 million and Ch$ 5,193 million,
respectively. b) Long-term bank borrowings Long-term bank borrowing outstanding at each year-end consisted of the
following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Long-term bank loans
    
    
    51,308,551
    
    
    
    62,737,971Less: Current portion
    
    
    (1,999,107
    )
    
    
    (2,560,111
    )Total long-term portion
    
    
    49,309,444
    
    
    
    60,177,860
 Long-term bank borrowings are from various banks and are denominated in
Brazilian reais and U.S. dollars. Interest payments are made semi-annually in
arrears and the weighted-average interest rate was 6.84% per annum. Scheduled maturities of the long-term bank borrowings at December 31, 2003 were
as follows: Maturingduring the yearending December 31,
    
    2003ThCh$2005
    
    
    421,9752006
    
    
    47,781,2812007
    
    
    1,106,188Total
    
    
    49,309,444
 F-26




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##### Table of Contents



NOTE 13 - BONDS PAYABLE  a)
    
    At December 31, 2003 and 2002, the current and long-term portion of bonds
payable consisted of the following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Current portion of bonds payable:Bonds payable in foreign countries
    
    
    378,595
    
    
    
    462,753Bonds payable in Chile
    
    
    12,687,300
    
    
    
    7,128,559Total current portion of bonds payable
    
    
    13,065,895
    
    
    
    7,591,312Long-term bonds payable:Bonds payable in foreign countries
    
    
    21,421,929
    
    
    
    26,183,818Bonds payable in Chile
    
    
    100,758,600
    
    
    
    111,869,978Total long-term bonds payable
    
    
    122,180,529
    
    
    
    138,053,796Total bonds payable
    
    
    135,246,424
    
    
    
    145,645,108
 Accrued interest included in current portion of bonds payable on the
consolidated balance sheets amounted to ThCh$ 968,095 and ThCh$ 1,547,743 at
December 31, 2003 and 2002.  b)
    
    The terms and conditions of the bonds outstanding at December 31, 2003 were
as follows: Bonds payable in foreign countries Series A
    
    Series B
    
    Series CIssue date
    
    October 3, 1997
    
    October 3, 1997
    
    October 3, 1997Amount of issuance
    
    US$150,000,000
    
    US$100,000,000
    
    US$100,000,000Amortization term
    
    10 years
    
    30 years
    
    100 yearsMaturity
    
    Due October 1, 2007
    
    Due October 1, 2027
    
    Due October 1, 2097Annual interest rate
    
    7.000%
    
    7.625%
    
    7.875%Interest payments
    
    Semiannually
    
    Semiannually
    
    SemiannuallyCovenants applicable
to the issue
    
    None
    
    None
    
    None
 During the years ended December 31, 2002 and 2001, the Company repurchased
Series A, B and C Bonds totaling US$ 117,924,000, US$ 96,000,000 and
US$100,000,000, respectively. The Company repurchased these bonds at a discount which has been included in
financial income in the consolidated statements of income in the amount of
ThCh$ 972,903 in 2002 and ThCh$ 3,760,857 in 2001, net of the proportional
issuance expenses. Bond issuance costs and discounts for all of the repurchased
bonds have been amortized in 2001. The principal amount outstanding of US$ 32.1 million on the Series A bonds is
payable in-full on October 1, 2007. The principal amount outstanding of US$ 4
million on the Series B bonds is payable in- F-27




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##### Table of Contents



full on October 1, 2027. There is no principal amount outstanding in respect of
the Series C bonds. F-28




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##### Table of Contents



Bonds payable in local market Series A
    
    Series BIssue date
    
    June 1, 2001
    
    June 1, 2001Amount of issuance
    
    UF 3,300,000
    
    UF 3,700,000Amortization term
    
    7 years
    
    25 yearsMaturity
    
    Due June 1, 2008
    
    Due June 1, 2026Annual interest rate
    
    6.200%
    
    6.500%Interest payments
    
    Semiannually
    
    SemiannuallyCovenants applicable to the issue
    
    See Note 17 d)
    
    See Note 17 d)
 The principal amount on the Series A bonds is payable in ten equal bi-annual
installments. The first of these installments was paid on December 1, 2003.
The principal amount on the Series B bonds is payable in thirty-four equal
bi-annual installments, beginning December 1, 2009. Bonds issued by Refrescos The Companys subsidiary, Refrescos, issued bonds in the amount of US$ 75
million, principal amount maturing in December 2007 with semiannual interest
payments. At December 31, 2003 and 2002, all such bonds were owned by the
Companys subsidiary, Abisa. Consequently, the bonds and all related effects
have been eliminated from these consolidated financial statements. NOTE 14 - OTHER ACCRUED LIABILITIES Other accrued liabilities at each year-end consisted of the following: At December 31,2003
    
    2002ThCh$
    
    ThCh$Other accrued liabilities-short term:Accrued obligations at year-end (1)
    
    
    7,989,215
    
    
    
    8,847,436Tax
provision - Brazil (2)
    
    
    3,170,182
    
    
    
    725,796Vacation accrual
    
    
    1,823,967
    
    
    
    1,841,756Advertising contracts
    
    
    1,704,832
    
    
    
    2,881,192Staff severance indemnities (3)
    
    
    163,346
    
    
    
    309,823Total
    
    
    14,851,542
    
    
    
    14,606,003Other accrued liabilities-long term:Contingency provision  Brazilian banking taxes
    
    
    4,128,946
    
    
    
    2,584,873Tax
provision - Brazil (2)
    
    
    2,378,244
    
    
    
    Staff severance indemnities (3)
    
    
    2,308,742
    
    
    
    2,434,594Accrual for labor contingencies
    
    
    1,560,623
    
    
    
    3,075,064Others
    
    
    230,896
    
    
    
    1,273,044Total
    
    
    10,607,451
    
    
    
    9,367,575
  (1)
    
    Accrued obligations at each year-end include bonuses payable to staff,
accruals for project expenses and miscellaneous accrued expenses.  (2)
    
    Relates to an allowance against prepaid corporation taxes in Refrescos.
The Brazilian tax authority has disputed the repayment of these taxes to
Refrescos.  (3)
    
    Amounts charged to the income statements in 2003, 2002 and 2001 were
ThCh$ 516,507, ThCh$ 644,286 and ThCh$ 824,579, respectively. F-29




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##### Table of Contents



NOTE 15 - INCOME TAXES a) Tax obligations At December 31, 2003, the Company recorded a current income tax provision in
conformity with current tax regulations amounting to ThCh$ 3,026,775 (ThCh$
7,752,047 at December 31, 2002 and ThCh$ 4,060,769 at December 31, 2001). b) Retained profits At December 31, 2003, Andina had accumulated taxable profits amounting to ThCh$
1,868,284. At December 31, 2003, the balance of the Companys retained tax profits
totaled ThCh$ 3,574,271 and respective shareholder credit totaled ThCh$
589,755. c) Deferred income taxes Deferred income tax balances at December 31, 2003 and 2002 consisted of the
following: 2003
    
    2002Assets
    
    Liabilities
    
    Assets
    
    LiabilitiesTiming differences
    
    Short - term
    
    Long - term
    
    Short - term
    
    Long - term
    
    Short - term
    
    Long - term
    
    Short - term
    
    Long - termThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Allowance for doubtful
accounts
    
    
    453,957
    
    
    
    183,415
    
    
    
    
    
    
    
    
    
    
    
    276,987
    
    
    
    247,010
    
    
    
    
    
    
    
    Tax loss carry-forwards
    
    
    270,714
    
    
    
    6,688,552
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,992,485
    
    
    
    
    
    
    
    Vacation accrual
    
    
    126,041
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,091
    
    
    
    
    
    
    
    
    
    
    
    Packages development
    
    
    99,393
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176,993
    
    
    
    
    
    
    
    
    
    
    
    Social contribution-
carryforward
    
    
    97,457
    
    
    
    2,429,094
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Provision for obsolescence
of inventories
    
    
    50,522
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,699
    
    
    
    
    
    
    
    
    
    
    
    Provision for labor and
trade lawsuits
    
    
    
    
    
    
    3,450,314
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    900,006
    
    
    
    
    
    
    
    Provision for assets written-off
    
    
    
    
    
    
    1,308,140
    
    
    
    
    
    
    
    90,249
    
    
    
    4,571
    
    
    
    1,714,371
    
    
    
    
    
    
    
    Depreciation of property,
plant and equipment
    
    
    
    
    
    
    626,128
    
    
    
    117,055
    
    
    
    5,587,355
    
    
    
    
    
    
    
    625,798
    
    
    
    108,325
    
    
    
    5,791,908Guarantees on bottles
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,505,055
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,422,929Staff severance indemnities-
    
    
    
    
    
    
    
    
    
    
    5,173
    
    
    
    541,705
    
    
    
    
    
    
    
    804
    
    
    
    4,708
    
    
    
    512,582Bond issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    219,186
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    247,734Leased assets
    
    
    
    
    
    
    
    
    
    
    379
    
    
    
    4,895
    
    
    
    54,697
    
    
    
    19,067
    
    
    
    2,822
    
    
    
    59,493Manufacturing expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,907
    
    
    
    
    
    
    
    
    
    
    
    Amortization of intangibles
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,015
    
    
    
    
    
    
    
    Other
    
    
    402,739
    
    
    
    1,230,912
    
    
    
    21,432
    
    
    
    67,418
    
    
    
    222,846
    
    
    
    264,593
    
    
    
    23,950
    
    
    
    Complementary accounts,
net of amortization
    
    
    (7,733
    )
    
    
    (3,674,769
    )
    
    
    
    
    
    
    (4,348,773
    )
    
    
    (85,640
    )
    
    
    (3,673,641
    )
    
    
    
    
    
    
    (5,362,035
    )Valuation allowance
    
    
    
    
    
    
    (8,910,334
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,440,712
    )
    
    
    
    
    
    
    Total
    
    
    1,493,090
    
    
    
    3,331,452
    
    
    
    144,039
    
    
    
    4,667,090
    
    
    
    858,151
    
    
    
    1,723,796
    
    
    
    139,805
    
    
    
    3,672,611
 F-30




---



##### Table of Contents



d)
    
    Effect on income Year ended December 31,2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Current income tax expense
    
    
    (3,026,775
    )
    
    
    (7,752,047
    )
    
    
    (4,060,769
    )Deferred income tax benefit
    
    
    (10,880,633
    )
    
    
    8,075,269
    
    
    
    13,427,988Change in valuation allowance
    
    
    12,396,939
    
    
    
    (8,922,614
    )
    
    
    (15,983,641
    )Adjustments in prior year income taxes
    
    
    636,375
    
    
    
    (23,033
    )
    
    
    307,673Recoverable tax losses
    
    
    
    
    
    
    194,889
    
    
    
    Other
    
    
    (135,496
    )
    
    
    (162,428
    )
    
    
    (1,192,965
    )Total income tax expense
    
    
    (1,009,590
    )
    
    
    (8,589,964
    )
    
    
    (7,501,714
    )
  e)
    
    Total income (loss) before income taxes and minority interest arising
from different geographic sources is as follows: Year ended
    
    Chile
    
    
    
    
    
    
    
    
    
    The CompanyDecember 31,
    
    and other
    
    Brazil
    
    Argentina
    
    (Consolidated)ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$2003
    
    
    24,719,244
    
    
    
    (5,424,370
    )
    
    
    (2,527,664
    )
    
    
    16,767,2102002
    
    
    59,593,257
    
    
    
    2,198,229
    
    
    
    (19,847,387
    )
    
    
    41,944,0992001
    
    
    63,271,171
    
    
    
    (14,294,973
    )
    
    
    (7,052,857
    )
    
    
    41,923,341
 NOTE 16 - FOREIGN CURRENCY At December 31, 2003 and 2002, the Company had the following assets and
liabilities denominated in U.S. dollars, Brazilian reals, and Argentine pesos,
which have been translated into Chilean pesos in accordance with Note 1 d) and
t): 2003
    
    2002Assets
    
    
    US dollars
    
    
    
    Brazilianreals
    
    
    
    Argentinepesos
    
    
    
    US dollars
    
    
    
    Brazilianreals
    
    
    
    Argentinepesos(in thousands)
    
    (in thousands)Cash
    
    
    216
    
    
    
    15,528
    
    
    
    4,623
    
    
    
    1,616
    
    
    
    14,422
    
    
    
    11,870Time deposits
    
    
    
    
    
    
    32,125
    
    
    
    
    
    
    
    
    
    
    
    61,161
    
    
    
    1Marketable securities (net)
    
    
    41,649
    
    
    
    
    
    
    
    1
    
    
    
    35,471
    
    
    
    
    
    
    
    Receivables (net)
    
    
    2,937
    
    
    
    93,491
    
    
    
    12,336
    
    
    
    2,411
    
    
    
    62,641
    
    
    
    11,924Inventories
    
    
    6,533
    
    
    
    27,926
    
    
    
    20,073
    
    
    
    3,627
    
    
    
    27,560
    
    
    
    16,103Other current assets
    
    
    3,896
    
    
    
    12,165
    
    
    
    13,000
    
    
    
    2,998
    
    
    
    14,292
    
    
    
    12,399Property, plant and equipment
    
    
    180,778
    
    
    
    
    
    
    
    
    
    
    
    198,252
    
    
    
    
    
    
    
    Investments in unconsolidated affiliates
    
    
    1,415
    
    
    
    1,188
    
    
    
    
    
    
    
    1,835
    
    
    
    
    
    
    
    Investments in other companies
    
    
    1,026
    
    
    
    
    
    
    
    
    
    
    
    1,026
    
    
    
    
    
    
    
    Goodwill (net)
    
    
    143,687
    
    
    
    
    
    
    
    
    
    
    
    156,783
    
    
    
    
    
    
    
    Other long-term assets
    
    
    287,709
    
    
    
    12,429
    
    
    
    7,490
    
    
    
    277,262
    
    
    
    8,052
    
    
    
    5,982Total assets
    
    
    669,846
    
    
    
    194,852
    
    
    
    57,523
    
    
    
    681,281
    
    
    
    188,128
    
    
    
    58,279
 F-31




---



##### Table of Contents



2003
    
    2002Assets
    
    
    US dollars
    
    
    
    Brazilianreals
    
    
    
    Argentinepesos
    
    
    
    US dollars
    
    
    
    Brazilianreals
    
    
    
    Argentinepesos(in thousands)
    
    (in thousands)Obligations with banks and
financial institutions
    
    
    81,967
    
    
    
    12,844
    
    
    
    3
    
    
    
    89,032
    
    
    
    45,439
    
    
    
    50,485Accounts payable
    
    
    8,293
    
    
    
    57,284
    
    
    
    22,396
    
    
    
    22,334
    
    
    
    116,697
    
    
    
    63,163Other accrued liabilities
    
    
    3,160
    
    
    
    39,393
    
    
    
    2,592
    
    
    
    6,481
    
    
    
    45,976
    
    
    
    5,122Bonds payable
    
    
    36,714
    
    
    
    
    
    
    
    
    
    
    
    39,612
    
    
    
    
    
    
    
    Other
    
    
    34
    
    
    
    13,118
    
    
    
    29,872
    
    
    
    1,134
    
    
    
    27,310
    
    
    
    35,170Total liabilities
    
    
    130,168
    
    
    
    122,639
    
    
    
    54,863
    
    
    
    158,593
    
    
    
    235,422
    
    
    
    153,940Total net assets (liabilities)
    
    
    539,678
    
    
    
    72,213
    
    
    
    2,660
    
    
    
    522,688
    
    
    
    (47,294
    )
    
    
    (95,661
    )
 NOTE 17 - CONTINGENCIES AND COMMITMENTS a) Guarantees Direct guarantees: Balances pendingDebtor

    
    
    
    
    
    
    
    
    
    
    
    
    
    paymentAssets pledged
    
    at year endGuarantee creditor
    
    Name
    
    Relation
    
    Guarantee
    
    Type
    
    Book value
    
    2003
    
    2002ThCh$
    
    ThCh$
    
    ThCh$Judicial authority
    
    Rio de Janeiro Refrescos
    
    Subsidiary
    
    Judicial deposit
    
    Judicial deposit
    
    
    2,191,851
    
    
    
    
    
    
    
    
 Guarantees from third parties: Type ofGuarantor
    
    guarantee
    
    Amount
    
    Currency
    
    TransactionLoss, Juan Nelson
    
    Mortgage
    
    
    250,000
    
    
    Argentine pesos
    
    Credit to distributorsBachiecca, Rubén
    
    Mortgage
    
    
    50,000
    
    
    Argentine pesos
    
    Credit to distributorsLópez, Nicanor
    
    Mortgage
    
    
    63,000
    
    
    Argentine pesos
    
    Credit to distributorsIsmael Hermanos
    
    Mortgage
    
    
    49,000
    
    
    Argentine pesos
    
    Credit to distributorsCruz del Eje Refrescos
    
    Mortgage
    
    
    50,000
    
    
    Argentine pesos
    
    Credit to distributorsDean Funes Refrescos
    
    Mortgage
    
    
    60,000
    
    
    Argentine pesos
    
    Credit to distributorsLópez, Hnos.
    
    Mortgage
    
    
    60,000
    
    
    Argentine pesos
    
    Credit to distributorsCasa, Elio
    
    Mortgage
    
    
    120,000
    
    
    Argentine pesos
    
    Credit to distributorsRomagnoli, Daniel
    
    Mortgage
    
    
    50,000
    
    
    Argentine pesos
    
    Credit to distributorsAlimentos Mediterráneo
    
    Policy
    
    
    399
    
    
    U.F.
    
    Advertising contractBalthus Vitacura
    
    Promisory note
    
    
    1,000
    
    
    U.F.
    
    Advertising contractBrutus Ltda.
    
    Policy
    
    
    875
    
    
    U.F.
    
    Advertising contractC. Ch de la Const.
    
    Policy
    
    
    912
    
    
    U.F.
    
    Advertising contractCom. Prod. Alimenticio
    
    Policy
    
    
    1,600
    
    
    U.F.
    
    Advertising contractDestur S.A.
    
    Policy
    
    
    60,000
    
    
    US$
    
    Advertising contractEBB Chile Ltda.
    
    Voucher
    
    
    20,133,399
    
    
    Chilean pesos
    
    Advertising contractEmpresa KHS
    
    Voucher
    
    
    214,800
    
    
    US$
    
    Guarantee machine purchaseEst. Aliumen Kokoriko
    
    Policy
    
    
    708
    
    
    U.F.
    
    Advertising contractEst. Serv. Ruta 86
    
    Policy
    
    
    1,534
    
    
    U.F.
    
    Advertising contractGasin S.A.
    
    Policy
    
    
    746
    
    
    U.F.
    
    Advertising contractHotel Kennedy
    
    Policy
    
    
    589
    
    
    U.F.
    
    Advertising contractInter. foodsentert
    
    Policy
    
    
    706
    
    
    U.F.
    
    Advertising contractLa Piscola Ltda.
    
    Policy
    
    
    1,000
    
    
    U.F.
    
    Advertising contractLas Urracas S.A.
    
    Policy
    
    
    606
    
    
    U.F.
    
    Advertising contractLas Vacas Gordas
    
    Policy
    
    
    589
    
    
    U.F.
    
    Advertising contractLe Due Torri Ltda.
    
    Policy
    
    
    736
    
    
    U.F.
    
    Advertising contract
 F-32




---



##### Table of Contents



Type ofGuarantor
    
    guarantee
    
    Amount
    
    Currency
    
    TransactionMartina S.A.
    
    Policy
    
    
    1,787
    
    
    U.F.
    
    Advertising contractMateos S.A.
    
    Policy
    
    
    2,743
    
    
    U.F.
    
    Advertising contractP. Central Ltda.
    
    Policy
    
    
    3,076
    
    
    U.F.
    
    Advertising contractR. Americano Ltda.
    
    Policy
    
    
    1,246
    
    
    U.F.
    
    Advertising contractRap veintidos
    
    Policy
    
    
    600
    
    
    U.F.
    
    Advertising contractRap. Siete
    
    Policy
    
    
    600
    
    
    U.F.
    
    Advertising contractRap Veintirés
    
    Policy
    
    
    600
    
    
    U.F.
    
    Advertising contractRest. Don Carlos
    
    Policy
    
    
    893
    
    
    U.F.
    
    Advertising contractRupanco Ltda.
    
    Policy
    
    
    1,270
    
    
    U.F.
    
    Advertising contractServ. Bravissimo
    
    Policy
    
    
    1,533
    
    
    U.F.
    
    Advertising contractServ. Generales
    
    Policy
    
    
    354
    
    
    U.F.
    
    Advertising contractSlappers S.A.
    
    Policy
    
    
    624
    
    
    U.F.
    
    Advertising contractSoc. Caterfood
    
    Policy
    
    
    490
    
    
    U.F.
    
    Advertising contractSoc. Las Ñipas
    
    Policy
    
    
    6,971
    
    
    U.F.
    
    Advertising contractSoc. Rest. Tuesday
    
    Policy
    
    
    30,000
    
    
    US$
    
    Advertising contractTavelli S.A.
    
    Policy
    
    
    750
    
    
    U.F.
    
    Advertising contractTuesday Ltda.
    
    Policy
    
    
    1,000
    
    
    U.F.
    
    Advertising contractTuesday Ltda.
    
    Policy
    
    
    30,000
    
    
    US$
    
    Advertising contractVeneto Ltda.
    
    Policy
    
    
    843
    
    
    U.F.
    
    Advertising contractZiemann Liess
    
    Voucher
    
    
    135,000
    
    
    US$
    
    Services contractConfab.
    
    Mortgage
    
    
    30,000,000
    
    
    US$
    
    Purchase of Rio de Janeiro Refrescos Ltda.Russel W. Coffin
    
    Letter of credit
    
    
    29,600,933
    
    
    US$
    
    Purchase of Nitrigov Refrigerantes S.A.Dist. De Area
    
    Mortgage/Guarantee
    
    
    1,325,164
    
    
    US$
    
    Credit to distributorsTruck drivers
    
    Garment
    
    
    24,852
    
    
    US$
    
    Truck salesVarious clients
    
    Deposit
    
    
    201,550
    
    
    US$
    
    Bottling guarantee
  b)
    
    Contingencies Andina and its subsidiaries are not involved in any material judicial or
out-of-court litigation that could result in significant gains or losses.
Current lawsuits are described below.  Embotelladora Andina S.A.In 2001, the Internal Revenue Service assessed taxes to Andina for VAT and
non-allowable tax expenses, in the amount of ThCh$ 57,905, plus price-level
restatements and interest. Andina filed a tax lawsuit and the Tax Court
issued a favorable judgement for a partial amount of ThCh$ 23,609, plus
price-level restatements and interest. The Company presented an appeal for
the remaining amount to the Court of Appeal in San Miguel on July 3, 2001
and this is still pending judgement.Embotelladora del Atlántico S.A.The Company is subject to labor lawsuits and other related matters for a
claim of ThUS$ 866.RefrescosRefrescos is subject to labor, civil, and fiscal tax lawsuits for a claim of
ThUS$ 5,974.c)
    
    Provisions Andina and its subsidiaries have recorded the necessary provisions for the
likely losses arising from current and potential labor, trade or other
lawsuits. F-33




---



##### Table of Contents



d)
    
    Restrictions The bond issue and placement in the US market for US$ 350 million is not
subject to covenants or financial ratios and limit restrictions. The bond issue and placement in the Chilean market for UF 7,000,000 is subject
to the following restrictions:  
    
    the Company must maintain an leverage ratio, defined as the Total
debt/shareholders equity plus minority interest, less than 1.20.
    
    the Company must maintain consolidated assets are to be free of any
pledge, mortgage or other encumbrance for an amount equal to at least
1.30 times the Financial Debt (as defined) that is not guaranteed by
the investee. Financial Debt is defined to include; i) short-term
bank liabilities, ii) current portion of long-term bank liabilities,
iii) short-term liabilities-promisory notes, iv) current portion of
bonds payable, v) long term bank liabilities, and vi) long-term bonds
payable.
    
    Andina must retain and, in no way, sell, assign or dispose of, to a
third party, the geographical zone denominated Region Metropolitana,
as a franchised territory in Chile of The Coca-Cola Company for the
preparation, production, sale and distribution of the products and
brands in accordance with the respective Bottling Agreement, renewable
from time to time.
    
    Andina must retain and, in no way, sell, assign or dispose of to a
third party any other territory in Argentina or Brazil which is
currently franchised to Andina by The Coca-Cola Company for the
preparation, production, sale, and distribution of the products and
brands of The Coca-Cola Company, as long as the referred territory
represents more than forty percent of the Companys consolidated
operating cash flows (as defined).   F-34




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##### Table of Contents



NOTE 18 - SHAREHOLDERS EQUITY The movements in shareholders equity of the Company during each of the three
years ended December 31, 2003 were as follows: Retainedearnings
    
    Net incomePaid-in
    
    Other
    
    from
    
    for the
    
    Interimcapital (1)
    
    reserves (3)
    
    prior years
    
    year
    
    dividends
    
    TotalThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$At January 1, 2001
    
    
    173,762,425
    
    
    
    38,132,910
    
    
    
    147,414,347
    
    
    
    31,500,734
    
    
    
    (11,640,959
    )
    
    
    379,169,457Prior year income allocation
    
    
    
    
    
    
    
    
    
    
    19,859,775
    
    
    
    (31,500,734
    )
    
    
    11,640,959
    
    
    
    Dividends paid (2)
    
    
    
    
    
    
    
    
    
    
    (46,141,062
    )
    
    
    
    
    
    
    (11,495,351
    )
    
    
    (57,636,413
    )Price-level restatement of equity
    
    
    5,386,635
    
    
    
    1,182,120
    
    
    
    4,078,111
    
    
    
    
    
    
    
    (91,963
    )
    
    
    10,554,903Accumulated translation adjustment
of foreign investments
    
    
    
    
    
    
    6,937,391
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,937,391Net income for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,066,958
    
    
    
    
    
    
    
    33,066,958At December 31, 2001
    
    
    179,149,060
    
    
    
    46,252,421
    
    
    
    125,211,171
    
    
    
    33,066,958
    
    
    
    (11,587,314
    )
    
    
    372,092,296Balance at December 31, 2001
restated in constant Chilean pesos
of December 31, 2003
    
    
    186,368,767
    
    
    
    48,116,394
    
    
    
    130,257,181
    
    
    
    34,399,556
    
    
    
    (12,054,283
    )
    
    
    387,087,616At January 1, 2002
    
    
    179,149,060
    
    
    
    46,252,421
    
    
    
    125,211,171
    
    
    
    33,066,958
    
    
    
    (11,587,314
    )
    
    
    372,092,296Prior year income allocation
    
    
    
    
    
    
    
    
    
    
    21,479,644
    
    
    
    (33,066,958
    )
    
    
    11,587,314
    
    
    
    Dividends paid (2)
    
    
    
    
    
    
    
    
    
    
    (46,141,062
    )
    
    
    
    
    
    
    (11,495,351
    )
    
    
    (57,636,413
    )Price-level restatement of equity
    
    
    5,374,472
    
    
    
    1,387,573
    
    
    
    3,108,775
    
    
    
    
    
    
    
    (149,440
    )
    
    
    9,721,380Accumulated translation adjustment
of foreign investments
    
    
    
    
    
    
    11,926,092
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,926,092Net income for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,021,268
    
    
    
    
    
    
    
    33,021,268At December 31, 2002
    
    
    184,523,532
    
    
    
    59,566,086
    
    
    
    103,658,528
    
    
    
    33,021,268
    
    
    
    (11,644,791
    )
    
    
    369,124,623Balance at December 31, 2002
restated in constant Chilean pesos
of December 31, 2003
    
    
    186,368,767
    
    
    
    60,161,747
    
    
    
    104,695,113
    
    
    
    33,351,481
    
    
    
    (11,761,239
    )
    
    
    372,815,869At January 1, 2003
    
    
    184,523,532
    
    
    
    59,566,086
    
    
    
    103,658,528
    
    
    
    33,021,268
    
    
    
    (11,644,791
    )
    
    
    369,124,623Prior year income allocation
    
    
    
    
    
    
    
    
    
    
    21,376,477
    
    
    
    (33,021,268
    )
    
    
    11,644,791
    
    
    
    Dividends paid (2)
    
    
    
    
    
    
    
    
    
    
    (39,754,756
    )
    
    
    
    
    
    
    (11,495,351
    )
    
    
    (51,250,107
    )Price-level restatement of equity
    
    
    1,845,235
    
    
    
    595,661
    
    
    
    1,528,631
    
    
    
    
    
    
    
    19,159
    
    
    
    3,988,686Accumulated translation adjustment
of foreign investments
    
    
    
    
    
    
    (34,683,152
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,683,152
    )Net income for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,754,549
    
    
    
    
    
    
    
    15,754,549At December 31, 2003
    
    
    186,368,767
    
    
    
    25,478,595
    
    
    
    86,808,880
    
    
    
    15,754,549
    
    
    
    (11,476,192
    )
    
    
    302,934,599
 F-35




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##### Table of Contents



(1) As of December 31, 2003, 2002 and 2001, the significant shareholders were
as follows: 2003Numbers of shares
    
    
    
    
    
    OwnershipSeries A
    
    Series B
    
    Total
    
    percentage%Inversiones Freire Ltda. (*)
    
    
    185,706,603
    
    
    
    
    
    
    
    185,706,603
    
    
    
    24.43The Bank of New York (**)
    
    
    50,951,790
    
    
    
    79,642,440
    
    
    
    130,594,230
    
    
    
    17.18Coca-Cola
Interamerican Corp.
    
    
    40,552,802
    
    
    
    40,552,802
    
    
    
    81,105,604
    
    
    
    10.67Inversiones Mar Adentro Ltda. (*)
    
    
    
    
    
    
    38,978,263
    
    
    
    38,978,263
    
    
    
    5.13Inversiones Delfín S.A. (*)
    
    
    
    
    
    
    28,650,863
    
    
    
    28,650,863
    
    
    
    3.77Inversiones Newport Ltda. (*)
    
    
    
    
    
    
    26,744,379
    
    
    
    26,744,379
    
    
    
    3.52Genesis Chile Fund Limited
    
    
    12,235,083
    
    
    
    14,328,283
    
    
    
    26,563,366
    
    
    
    3.49Inversiones Santa Virginia Ltda. (*)
    
    
    
    
    
    
    23,120,484
    
    
    
    23,120,484
    
    
    
    3.04AFP Provida S.A.
    
    
    15,491,987
    
    
    
    6,328,531
    
    
    
    21,820,518
    
    
    
    2.87Inversiones San Andrés LT S.A. (*)
    
    
    
    
    
    
    20,277,451
    
    
    
    20,277,451
    
    
    
    2.67Inversiones Caburga S.A.
    
    
    
    
    
    
    15,650,237
    
    
    
    15,650,237
    
    
    
    2.06Inversiones Freire Dos Ltda. (*)
    
    
    14,300,000
    
    
    
    
    
    
    
    14,300,000
    
    
    
    1.88Total shares of majority shareholders
    
    
    319,238,265
    
    
    
    294,273,733
    
    
    
    613,511,998
    
    
    
    80.70Total number of shareholders
    
    
    1,175
    
    
    
    1,426
    
    
    
    1,514Total shares outstanding
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    760,274,542
 2002Numbers of shares
    
    
    
    
    
    OwnershipSeries A
    
    Series B
    
    Total
    
    percentage%Inversiones Freire Ltda. (*)
    
    
    185,706,603
    
    
    
    
    
    
    
    185,706,603
    
    
    
    24.43The Bank of New York (**)
    
    
    53,914,488
    
    
    
    77,554,710
    
    
    
    131,469,198
    
    
    
    17.29Coca-Cola
Interamerican Corp.
    
    
    40,552,802
    
    
    
    40,552,802
    
    
    
    81,105,604
    
    
    
    10.67Inversiones Mar Adentro Ltda. (*)
    
    
    
    
    
    
    38,978,263
    
    
    
    38,978,263
    
    
    
    5.13Inversiones Delfín S.A. (*)
    
    
    
    
    
    
    27,000,000
    
    
    
    27,000,000
    
    
    
    3.55Inversiones F.A.M. UNO S.A. (*)
    
    
    
    
    
    
    26,744,379
    
    
    
    26,744,379
    
    
    
    3.52Genesis Chile Fund Limited
    
    
    12,235,083
    
    
    
    14,328,283
    
    
    
    26,563,366
    
    
    
    3.49Inversiones Santa Virginia Ltda. (*)
    
    
    
    
    
    
    23,120,484
    
    
    
    23,120,484
    
    
    
    3.04Inversiones Caburga S.A.
    
    
    
    
    
    
    22,650,863
    
    
    
    22,650,863
    
    
    
    2.98AFP Provida S.A.
    
    
    14,269,839
    
    
    
    6,328,531
    
    
    
    20,598,370
    
    
    
    2.71Inversiones San Andres LT S.A. (*)
    
    
    
    
    
    
    20,277,451
    
    
    
    20,277,451
    
    
    
    2.67AFP Cuprum S.A
    
    
    16,891,530
    
    
    
    
    
    
    
    16,891,530
    
    
    
    2.22Total shares of majority shareholders
    
    
    323,570,345
    
    
    
    297,535,766
    
    
    
    621,106,111
    
    
    
    81.70Total number of shareholders
    
    
    1,193
    
    
    
    1,433
    
    
    
    1,518Total shares outstanding
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    760,274,542
 F-36




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##### Table of Contents



2001Numbers of shares
    
    
    
    
    
    OwnershipSeries A
    
    Series B
    
    Total
    
    percentage%Inversiones Freire
Ltda. (*)
    
    
    185,706,603
    
    
    
    
    
    
    
    185,706,603
    
    
    
    24.43The Bank of New
York (**)
    
    
    64,853,022
    
    
    
    82,947,144
    
    
    
    147,800,166
    
    
    
    19.44Coca-Cola
Interamerican Corp.
    
    
    40,552,802
    
    
    
    40,552,802
    
    
    
    81,105,604
    
    
    
    10.67Inversiones Mar
Adento Ltda. (*)
    
    
    
    
    
    
    38,978,263
    
    
    
    38,978,263
    
    
    
    5.13Genesis Chile Fund
Limited
    
    
    13,035,083
    
    
    
    14,328,283
    
    
    
    27,363,366
    
    
    
    3.60Inversiones Delfín
S.A. (*)
    
    
    
    
    
    
    26,301,100
    
    
    
    26,301,100
    
    
    
    3.46Inversiones Caburga
S.A.
    
    
    
    
    
    
    23,349,763
    
    
    
    23,349,763
    
    
    
    3.07Inversiones Santa
Virginia Ltda. (*)
    
    
    
    
    
    
    23,120,484
    
    
    
    23,120,484
    
    
    
    3.04Inversiones
Glouchester Ltda.
(*)
    
    
    
    
    
    
    21,394,616
    
    
    
    21,394,616
    
    
    
    2.81AFP Provida S.A.
    
    
    10,542,583
    
    
    
    6,328,531
    
    
    
    16,871,114
    
    
    
    2.22Inversiones Freire
Dos Ltda. (*)
    
    
    14,300,000
    
    
    
    
    
    
    
    14,300,000
    
    
    
    1.88Inversiones Puerto
Sofía Ltda. (*)
    
    
    
    
    
    
    13,601,132
    
    
    
    13,601,132
    
    
    
    1.79Total shares of majority
shareholders
    
    
    328,990,093
    
    
    
    290,902,118
    
    
    
    619,892,211
    
    
    
    81.54Total number of
shareholders
    
    
    1,152
    
    
    
    1,263
    
    
    
    1,335Total shares
outstanding
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    760,274,542
 (*) Company related to controlling shareholder (**) Acting as depository for the American Depository Receipts (ADRs). At
December 31, 2003, The Bank of New York, in its capacity as the Depositary
Bank, has been consigned 50,951,790 series A shares and 79,642,440 series B
shares in the form of American Depository Receipts which correspond to
investments maintained by foreign investors. During 2003, 2002 and 2001, no new shares were offered. The preferential
rights of each series of shares are as follows:  
    
    Series A: The right to elect 6 of the 7 directors and their
respective alternates.
    
    Series B: The right to receive 10% more of all dividend
distributions than Series A shareholders. F-37




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##### Table of Contents



(2) Dividends paid during the year ended December 31, 2003 were as follows: Number
    
    Dividend per Share134
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B135
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B136
    
    Ch$
    
    
    45.00
    
    
    Series A;
    
    Ch$
    
    
    49.50
    
    
    Series B137
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B138
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B
 Dividends paid during the year ended December 31, 2002 were as follows: Number
    
    Dividend per Share129
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B130
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B131
    
    Ch$
    
    
    53.00
    
    
    Series A;
    
    Ch$
    
    
    58.30
    
    
    Series B132
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B133
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B
 Dividends paid during the year ended December 31, 2001 were as follows: Number
    
    Dividend per Share124
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B125
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B126
    
    Ch$
    
    
    53.00
    
    
    Series A;
    
    Ch$
    
    
    58.30
    
    
    Series B127
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B128
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B
 Dividends declared and scheduled to be paid subsequent to the end of fiscal
year 2003 include the following: Number
    
    Dividend per Share139
    
    Ch$
    
    
    4.80
    
    
    Series A;
    
    Ch$
    
    
    5.28
    
    
    Series B
 (3) Other reserves consisted of the following: 2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Cumulative translation adjustment
    
    
    24,547,922
    
    
    
    59,231,074
    
    
    
    47,185,721Reserve for technical reappraisal of property,
plant and equipment
    
    
    156,785
    
    
    
    156,785
    
    
    
    156,785Other reserves
    
    
    773,888
    
    
    
    773,888
    
    
    
    773,888Total reserves
    
    
    25,478,595
    
    
    
    60,161,747
    
    
    
    48,116,394
 F-38




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##### Table of Contents



The reserve for cumulative translation adjustment complies with Technical
Bulletin No. 64 of the Chilean Institute of Accountants and Official Letter
No. 5,294 issued by the SVS.  The composition of this reserve was as follows: Exchange differencesBalance
    
    during the investment
    
    Transfers of *
    
    BalanceSubsidiary
    
    January 1, 2003
    
    period
    
    reserve
    
    December 31, 2003ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Rio de Janeiro Refrescos Ltda.
    
    
    35,693,855
    
    
    
    (20,725,644
    )
    
    
    
    
    
    
    14,968,211Embotelladora del Atlántico S.A.
    
    
    16,108,663
    
    
    
    (8,734,867
    )
    
    
    2,205,915
    
    
    
    9,579,711Complejo Industrial Pet S.A. (CIPET) **
    
    
    7,428,556
    
    
    
    (3,693,653
    )
    
    
    (3,734,903
    )
    
    
    Total
    
    
    59,231,074
    
    
    
    (33,154,164
    )
    
    
    (1,528,988
    )
    
    
    24,547,922
  *
    
    In December 2003, the Company received a distribution of capital from its
subsidiary Embotelladora del Atlántico S.A. in the amount of ThUS$ 13,800
(ThCh$ 8,194,440). The distribution of capital triggered a pro-rata
recognition in income of the cumulative translation reserve of ThCh$
1,528,988.**
    
    As described in Note 1, effective January 1, 2003, CIPET merged with
Embotelladora del Atlántico S.A. Exchange differencesBalance
    
    during the investment
    
    Transfers of
    
    BalanceSubsidiary
    
    January 1, 2002
    
    period
    
    reserve
    
    December 31, 2002ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Rio de Janeiro Refrescos Ltda.
    
    
    28,823,284
    
    
    
    6,870,571
    
    
    
    
    
    
    
    35,693,855Embotelladora del Atlántico S.A.
    
    
    12,364,617
    
    
    
    3,744,046
    
    
    
    
    
    
    
    16,108,663Complejo Industrial Pet S.A.
    
    
    5,997,820
    
    
    
    1,430,736
    
    
    
    
    
    
    
    7,428,556Total
    
    
    47,185,721
    
    
    
    12,045,353
    
    
    
    
    
    
    
    59,231,074
 Exchange differencesBalance
    
    during the investment
    
    Transfers of ***
    
    BalanceSubsidiary
    
    January 1,2001
    
    period
    
    reserve
    
    December 31,2001ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Rio de Janeiro Refrescos Ltda.
    
    
    17,545,283
    
    
    
    11,278,001
    
    
    
    
    
    
    
    28,823,284Embotelladora del Atlántico S.A.
    
    
    15,251,193
    
    
    
    14,841,215
    
    
    
    (17,727,791
    )
    
    
    12,364,617Complejo Industrial Pet S.A.
    
    
    7,172,277
    
    
    
    5,775,134
    
    
    
    (6,949,591
    )
    
    
    5,997,820Total
    
    
    39,968,753
    
    
    
    31,894,350
    
    
    
    (24,677,382
    )
    
    
    47,185,721
  ***
    
    The Company received capital distributions from Embotelladora del
Atlántico S.A. for US$ 100.0 million and Complejo Industrial Pet S.A. for
US$ 30.0 million. The distribution of capital triggered a pro-rata
recognition in income of cumulative translation adjustment totaling ThCh$
24,677,382. F-39




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##### Table of Contents



NOTE 19 - MINORITY INTEREST The proportional equity value which corresponds to the minority shareholders in
each affiliate for each year-end is as follows: At December 31,2003
    
    2002ThCh$
    
    ThCh$Equity of minority shareholders of:Andina Inversiones Societarias S.A.
    
    
    48,115
    
    
    
    50,082Total
    
    
    48,115
    
    
    
    50,082
 The proportional participation in the consolidated results which corresponds to
the minority shareholders was ThCh$ 3,071, ThCh$ 2,654 and ThCh$ 22,070 in
2003, 2002 and 2001, respectively. NOTE 20 - OTHER NON-OPERATING INCOME AND EXPENSES: Other non-operating income and expenses included the following items: a) Other non-operating income: Year end December 31,2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Translation adjustment (1)
    
    
    5,504,001
    
    
    
    
    
    
    
    Reversal of staff severance indemnity provision
    
    
    1,484,500
    
    
    
    
    
    
    
    Realization of reserve for cumulative translation adjustment (2)
    
    
    1,530,518
    
    
    
    
    
    
    
    24,679,849Gain on sale of property, plant and equipment
    
    
    524,293
    
    
    
    678,621
    
    
    
    6,012,545Gain on legal claim (3)
    
    
    
    
    
    
    1,471,339
    
    
    
    Other miscellaneous income
    
    
    396,449
    
    
    
    360,518
    
    
    
    656,114Total
    
    
    9,439,761
    
    
    
    2,510,478
    
    
    
    31,348,508
  (1)
    
    This refers to the effects of the translation of the financial statements
corresponding to investment in foreign companies (translation of local
currency to United States dollars), in accordance with Technical Bulletin
No. 64 issued by the Chilean Institute of Accountants, which are shown
under Other non-operating income and expenses, as appropriate. In 2002
and 2001, the translation adjustment resulted in a loss and was included
in Non-operating expense.(2)
    
    This refers to the 100% share of the income of ThCh$ 1,528,988 due to the
reversal of the related cumulative translation reserve as described in
Note 18 (Shareholders equity). The minority interest share of 0.01% in
this gain is included within Minority Interest in the income statement.(3)
    
    The gain on legal claim related to a water contamination reimbursement of
excess taxes paid. F-40




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##### Table of Contents



b) Other non-operating expenses: Year end December 31.2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Provision
for recoverable taxes - Brazil (1)
    
    
    (4,829,816
    )
    
    
    (725,796
    )
    
    
    Provision for litigation (2)
    
    
    (477,817
    )
    
    
    (3,576,996
    )
    
    
    (737,012
    )Loss on sale of property, plant and equipment
    
    
    (329,527
    )
    
    
    (341,968
    )
    
    
    (1,849,347
    )Impairment of property, plant and equipment (3)
    
    
    (181,910
    )
    
    
    (6,878,648
    )
    
    
    (10,238,381
    )Staff severance indemnities (3)
    
    
    (63,219
    )
    
    
    (3,264,404
    )
    
    
    (1,413,997
    )Translation adjustment (4)
    
    
    
    
    
    
    (7,067,607
    )
    
    
    (10,440,562
    )Write-off of property, plant and equipment
    
    
    
    
    
    
    (1,443,343
    )
    
    
    (788,903
    )Liquidation of container business
    
    
    
    
    
    
    
    
    
    
    (341,827
    )Other miscellaneous expenses
    
    
    (1,927,660
    )
    
    
    (1,661,250
    )
    
    
    (1,397,452
    )Total
    
    
    (7,809,949
    )
    
    
    (24,960,012
    )
    
    
    (27,207,481
    )
  (1)
    
    In 2003 and 2002, this relates to the establishment of a provision
against prepaid corporation taxes in Refrescos. The Brazilian tax
authority has disputed the repayment of these taxes to Refrescos.(2)
    
    In 2002, this relates primarily to actions under labor laws, mainly from
the subsidiary in Brazil.(3)
    
    In 2002, this relates to write-offs, obsolescence provisions, impairments
and indemnities for the closure of the Rosario and Mendoza plants in
Argentina. In 2001, the Companys subsidiaries, Vital S.A., Envases
Multipack S.A., Complejo Industrial Pet S.A., Refrescos and Embotelladora
del Atlántico S.A., wrote off property, plant and equipment and
established provisions to reflect potential losses on assets held for sale
amounting to ThCh$ 352,846 and ThCh$ 9,987,919, respectively.(4)
    
    This refers to the effects of the translation of the financial statements
corresponding to investment in foreign companies (translation of local
currency to United States dollars), in accordance with Technical Bulletin
No. 64 issued by the Chilean Institute of Accountants, which are shown
under other non-operating income or other non-operating expense, as
appropriate, in the consolidated statements of income. In 2003, the
translation adjustment resulted in a gain and was included in other
non-operating income, in the consolidated statement of income.In compliance with Official Circulars 79 and 81 issued by the SVS dated
January 19, 2002 and January 22, 2002, respectively, the Company  ́s
subsidiaries in Argentina have recognized a loss amounting to ThCh$
5,132,822 in 2001. As a result of the application of the exchange rate
equivalent of 1.7 Argentine pesos to 1 U.S. dollar, in the translation of
its financial statements as at December 31, 2001, in accordance with the
methodology set forth in Technical Bulletin No. 64 issued by the Chilean
Institute of Accountants. F-41




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##### Table of Contents



NOTE 21 - NON-CASH INVESTING AND FINANCING ACTIVITIES The following investing and financing activities did not generate cash flows
during the period, but will generate future cash flows. Expiration
    
    
    
    
    
    Expiration
    
    
    
    
    
    ExpirationConcept
    
    2003
    
    date
    
    2002
    
    date
    
    2001
    
    dateThCh$
    
    
    
    
    
    ThCh$
    
    
    
    
    
    ThCh$ExpensesYankee bond interest
    
    
    (757,190
    )
    
    
    04/01/04
    
    
    
    (925,506
    )
    
    
    04/01/03
    
    
    
    (1,245,303
    )
    
    
    04/01/02Dividend payment
    
    
    (3,831,784
    )
    
    
    01/29/04
    
    
    
    (3,870,102
    )
    
    
    01/30/03
    
    
    
    (3,986,205
    )
    
    
    01/30/02Fixed asset additions
    
    
    (4,825,303
    )
    
    
    03/01/04
    
    
    
    (5,040,413
    )
    
    
    03/01/03
    
    
    
    (4,149,387
    )
    
    
    03/30/02Fixed asset additions
    
    
    (356,969
    )
    
    
    01/31/04
    
    
    
    (190,927
    )
    
    
    02/28/03
    
    
    
    (61,424
    )
    
    
    01/30/02Fixed asset additions
    
    
    
    
    
    
    
    
    
    
    (203,757
    )
    
    
    03/31/03
    
    
    
    (316,782
    )
    
    
    03/28/02Local bond interest
and capital
    
    
    (3,536,999
    )
    
    
    06/01/04
    
    
    
    (3,705,639
    )
    
    
    06/01/03
    
    
    
    (617,843
    )
    
    
    06/01/03Local bond payment
    
    
    (5,583,600
    )
    
    
    06/01/04
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income taxes
    
    
    
    
    
    
    
    
    
    
    (1,051,532
    )
    
    
    04/30/03
    
    
    
    
    
    
    
    Total expenses
    
    
    (18,891,845
    )
    
    
    
    
    
    
    (14,987,876
    )
    
    
    
    
    
    
    (10,376,944
    )IncomeSale of fixed assets
    
    
    123,056
    
    
    
    02/14/04
    
    
    
    184,892
    
    
    
    02/14/03
    
    
    
    29,975
    
    
    
    02/04/02Income tax
    
    
    1,673,461
    
    
    
    05/31/04
    
    
    
    
    
    
    
    
    
    
    
    1,556,727
    
    
    
    05/31/02Total income
    
    
    1,796,517
    
    
    
    
    
    
    
    184,892
    
    
    
    
    
    
    
    1,586,702Total net
    
    
    (17,095,328
    )
    
    
    
    
    
    
    (14,802,984
    )
    
    
    
    
    
    
    (8,790,242
    )
 NOTE 22 - SUBSEQUENT EVENTS On January 29, 2004, interim dividend number 139 was paid amounting to: Ch$
4.80 per Series A share, and Ch$ 5.28 per Series B share. The dividends relate
to income for year ended December 31, 2003. No other significant events have occurred between December 31, 2003 and the
issuance date of these financial statements that could significantly affect
their balances or their interpretation. NOTE 23 - DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES Chilean GAAP varies in certain significant respects from the accounting
principles generally accepted in the United States (U.S. GAAP). Such
differences involve methods for measuring the amounts shown in the financial
statements as well as additional disclosures required by U.S. GAAP. 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 U.S. GAAP are as follows: 1 Differences in measurement methods: a) Inflation accounting The cumulative inflation rate in Chile as measured by the CPI for the
three-year period ended December 31, 2003 was approximately 7.1%. F-42




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Chilean GAAP requires that the financial statements be restated to reflect the
full effects of the loss in the purchasing power of the Chilean peso on the
financial position and results of operations of reporting entities. The
method, described in Note 1, is based on a model which enables calculation of
net inflation gains or losses caused by monetary assets and liabilities exposed
to changes in the purchasing power of local currency. 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 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 cumulative inflation
rate for the last-three years does not exceed 100%. Accordingly, the effect of
price-level changes is not eliminated in the reconciliation to U.S. GAAP
included under paragraph (m) below. The price-level restatement was determined under Chilean GAAP by restating the
following non-monetary assets and liabilities as follows: Year end December 312003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Shareholders equity
    
    
    (3,988,686
    )
    
    
    (9,818,594
    )
    
    
    (10,980,266
    )Liabilities
    
    
    (4,688,925
    )
    
    
    (5,234,126
    )
    
    
    (8,438,051
    )Property, plant and equipment
    
    
    731,655
    
    
    
    2,421,881
    
    
    
    2,562,148Current assets
    
    
    329,840
    
    
    
    311,691
    
    
    
    154,541Other assets
    
    
    3,418,234
    
    
    
    6,523,792
    
    
    
    7,807,687Adjustment of balance sheet accounts
    
    
    (4,197,882
    )
    
    
    (5,795,356
    )
    
    
    (8,893,941
    )Adjustment of income statement accounts
    
    
    130,500
    
    
    
    (1,471,174
    )
    
    
    (986,388
    )Price level restatement income (expense)
    
    
    (4,067,382
    )
    
    
    (7,266,530
    )
    
    
    (9,880,329
    )
 b) Translation of financial statements of non-Chilean operations In accordance with Technical Bulletin No. 64, the financial statements of
foreign subsidiaries whose activities do not constitute an extension of the
Chilean Companys operations, or which operate in countries that are exposed to
significant risks, restrictions or inflation/exchange fluctuations must be
remeasured into U.S. dollars and translated into Chilean pesos at the year end
exchange rate. Accordingly, the financial statements of the Companys
subsidiaries in Argentina and Brazil were considered to be operating in
countries that are exposed to significant risks, restrictions and exchange
fluctuations and were prepared in accordance with Chilean GAAP, with the
exception of monetary correction, and then were remeasured into U.S. dollars as
follows:  -
    
    Monetary assets and liabilities were 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 were
translated at historical rates of exchange between the U.S. dollar and
the local currency.-
    
    Income and expense accounts were translated at average rates of
exchange between the U.S. dollar and the local currency. F-43




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
    
    Any exchange differences were included in the results of operations for the period. The resulting foreign currency amounts are then translated to Chilean pesos at
the closing exchange rate at the balance sheet date. The difference between
the investments equity value arising from the financial statements remeasured
as explained above and the net equity value at the beginning of the year
restated by Chilean inflation, plus the proportional share of the investments
income (or loss) for the year, is recorded as a other reserves in shareholders
equity in the consolidated balance sheets. In the opinion of the management of the Company, 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.  c)
    
    Revaluation of property, plant and equipment As described in Note 1 j), certain property, plant and equipment has been
reported in the financial statements at amounts determined in accordance with a
technical appraisal. The revaluation of property, plant and equipment is an
accounting principle not generally accepted under U.S. GAAP. The effects of the
reversal of this revaluation as well as the related accumulated depreciation
and depreciation expense for the year is shown in the Chilean GAAP to U.S. GAAP
reconciliation below under paragraph (m).  d)
    
    Income taxes Under Chilean GAAP, effective January 1, 2000, the Company began applying
Technical Bulletin No. 60 of the Chilean Institute of Accountants concerning
deferred income taxes. Technical Bulletin No. 60 requires the recognition of
deferred income taxes for all temporary differences, whether recurring or not,
using an asset and liability approach. Prior to the implementation of
Technical Bulletin No. 60, no deferred income taxes were recorded if the
related timing differences were expected to be offset in the year that they
were projected to reverse by new timing differences of a similar nature. Prior
to January 1, 2000, for U.S. GAAP purposes, the Company applied SFAS No. 109,
Accounting for Income Taxes, whereby income taxes are also recognized using
substantially the same asset and liability approach, with deferred income tax
assets and liabilities established for temporary differences between the
financial reporting basis and tax basis of the Companys assets and liabilities
at enacted rates expected to be in effect when such amounts will be realized.
After the year ended December 31, 1999, Chilean GAAP and U.S. GAAP differ due
to the recognition for U.S. GAAP purposes of the reversal of deferred income
taxes included in the U.S. GAAP reconciliation prior to January 1, 2000. The effect of providing for deferred income taxes for the differences between
the amounts shown for assets and liabilities in the consolidated balance sheets
and the tax basis of the those assets and liabilities is included in the
Chilean GAAP to U.S. GAAP reconciliation in paragraph (m) below and certain
disclosures required under SFAS No. 109 are set forth under paragraph 2 a)
below. F-44




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e)
    
    Accounting for investments in related companies As shown in Note 10 a), the Company acquired a 15.2% ownership in Cican S.A. in
December 1996. Under Chilean GAAP, this investment has been accounted for
under the equity method. Effective January 1, 1998, the Company also began
accounting for its investment in Cican S.A. on the equity method for U.S. GAAP
purposes. The Company has one of seven board of director positions; is the
second largest shareholder; no single shareholder owns more than 50% of the
Company; and the Companys subsidiary in Argentina transacts a significant
amount of business with Cican S.A. The Company believes that it has the
ability to influence the policies of its investee. The amount of income
recognized under the equity method of accounting for the years ended December
31, 2003, 2002 and 2001, was ThCh$ (58,418), ThCh$ (1,926,182) and ThCh$
(310,683), respectively. For U.S. GAAP purposes, prior to 1998 the Company
accounted for this investment at cost less any impairment in value that is
other than temporary. The effects for the difference in accounting for this
investment pursuant to the cost method of accounting for U.S. GAAP purposes for
the years ended December 31, 1996 and 1997 are included in the reconciliation
of Chilean GAAP to U.S. GAAP included under paragraph (m) below. The Company began accounting for its 11.31% interest in Kaik Participacoes
Ltda. under the equity method in 1999 as described in Note 10 a). In prior
years, as appropriate financial information was not available, the Company
accounted for this investment under the cost method. Under U.S. GAAP, as the
Company only holds 11.31% interest and the investees shares do not trade on
any exchange, the cost method has been applied for all years presented. The
effects for the difference in accounting for this investment pursuant to the
cost method of accounting for U.S. GAAP for all periods presented are included
in the reconciliation of Chilean GAAP to U.S. GAAP included under paragraph (m)
below.  f)
    
    Goodwill  i)
    
    Under Chilean GAAP, the excess of cost over the net book value of a
purchased company is recorded as goodwill (the book value purchase
method), which is then amortized to income over a maximum period of
twenty years. Amortization of goodwill may be accelerated if the
acquired company generates sufficient income to absorb the additional
amortization in any given year. The excess of net book value over the
cost of an investment is considered to be negative goodwill under
Chilean GAAP and is also amortized to income over a maximum period of
twenty years. The amortization of negative goodwill may be accelerated
if the acquired company sustains losses.Under U.S. GAAP, goodwill and other intangibles are accounted for under
SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and
Other Intangible Assets. SFAS No. 141 requires the purchase method of
accounting be used for all business combinations initiated after June 30,
2001 and prohibits the use of the pooling-of-interests method of
accounting after this date. With respect to the purchase method of
accounting, the cost of an investment is assigned to the tangible and
identified intangible assets acquired and liabilities assumed on the
basis of their fair values at the date of acquisition. Any excess of cost
over the fair value of net assets acquired is recorded as goodwill. If
an excess of acquired net assets over cost arises, the excess is
allocated to reduce proportionally the values assigned to noncurrent
assets (except long-term investments in marketable securities) in
determining their fair values. If the allocation reduces the noncurrent
assets to zero value, the remainder of the excess over cost (negative
goodwill) is written off immediately as an extraordinary gain. SFAS No.
141 establishes specific criteria for the recognition of intangible
assets separately from goodwill and requires unallocated negative
goodwill to be written off immediately as an extraordinary gain (instead
of being deferred and amortized). F-45




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SFAS No. 142, Goodwill and Other Intangible Assets establishes the
following:  
    
    The accounting for a recognized intangible asset is based on
its useful life to the reporting entity. An intangible asset with a
finite useful life is amortized over the life of the asset, but
goodwill and other intangible assets with indefinite useful lives
are not amortized.
    
    The remaining useful lives of intangible assets being
amortized are evaluated each reporting period to determine whether
events and circumstances warrant a revision to the remaining period
of amortization. If the estimate of an intangible assets remaining
useful life is changed, the remaining carrying value of the
intangible asset is amortized prospectively over the revised
remaining useful life.
    
    Goodwill and other intangible assets with indefinite useful
lives that are not subject to amortization are tested for impairment
at least annually.
    
    All goodwill must be assigned to a reporting unit, which is
defined as an operating segment or one level below an operating
segment. SFAS No. 142 became effective for years beginning after December 15,
2001. Accordingly, goodwill amortization was ceased for U.S. GAAP
purposes beginning in 2002. The effects of eliminating goodwill
amortization recognized for Chilean GAAP purposes are included in the
reconciliation of Chilean GAAP to U.S. GAAP under paragraph (m) below.  ii)
    
    In accordance with Chilean GAAP, goodwill arising from the
Refrescos acquisition was amortized over a period of 10 years as from
July 1, 1994. Beginning in 1999, in accordance with new rules issued
by the SVS, the Company is amortizing the remaining goodwill balance
related to Refrescos over an original term of 20 years. Under U.S.
GAAP, this amortization was over a period of 9 years until the year
ended December 31, 1997. For the year ended December 31, 1999, the
Company conformed its goodwill life to the life used for Chilean GAAP.
The effects of differences in goodwill amortization through December
31, 2001 are included in the reconciliation of Chilean GAAP to U.S.
GAAP under paragraph (m) below. Accounting treatment under U.S. GAAP
for 2003 and 2002 is discussed in paragraph f) i), above.iii)
    
    Under Chilean GAAP, no deferred tax asset was recognized for the
tax loss carryforward related to the acquisition of Rosario Refrescos
S.A. in 1995. Under U.S. GAAP purchase accounting, a deferred tax
asset would be recognized for the amount of the tax loss carry forward
which is more likely than not to be recoverable. The deferred tax
asset calculated at the date of acquisition would be accounted for as a
reduction of the goodwill calculated under Chilean GAAP. The effects
of the reduced amortization for 2001 which has arisen as a result of
this adjustment to goodwill is included in paragraph (m) below.
Accounting treatment under U.S. GAAP for 2003 and 2002 is discussed in
paragraph f) i), above.iv)
    
    In conjunction with the purchase accounting of Refrescos in 1994,
for U.S. GAAP purposes, the Company evaluated the recoverability of
Refrescos deferred tax asset for the net operating loss carryforward
and concluded that it should be fully reserved. As part of the
Companys planned merger of Nitvitgov into Refrescos in 2001, the
Company concluded that the merger would allow Refrescos to recover the
deferred tax asset and, accordingly, the goodwill associated with the
Refrescos acquisition was reduced by the amount of the valuation
allowance related to the deferred tax asset that was no longer
required. For Chilean GAAP purposes, no deferred tax asset or
valuation allowance was recorded in prior years. However, a deferred
tax asset and a related complementary account were recognized effective
January 1, 2000 upon adoption of Technical Bulletin No. 60, see Note 1
i). The effects of reduced amortization of the complementary accounts
for 2001 and recognition of the reversal of the valuation allowance and
recognition of a deferred tax asset are included under paragraph (m)
below. Accounting treatment under U.S. GAAP for 2003 and 2002 is
discussed in paragraph f) i), above. F-46




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v)
    
    In December 1996, the Company acquired 78.7% of the capital stock
of Inti S.A. Industrial y Comercial (INTI) from a subsidiary of The
Coca-Cola Company, resulting in the ownership of substantially all of
INTIs shares, and 100% of the capital stock of Complejo Industrial PET
S.A. (Cipet), both of which are located in Argentina. INTI is the
Coca-Cola bottler in the province of Córdoba, Argentina. Cipet is a
packaging company in the city of Buenos Aires that produces containers
for various Coca-Cola bottlers in Argentina. These acquisitions were
recorded at ThCh$ 62,381,287 and were accounted for in accordance with
the purchase method under Chilean GAAP, resulting in goodwill of ThCh$
20,850,049 (in pesos of December 1996 purchasing power).Also, in December 1996, 24,006,926 shares were offered, in accordance
with the capital increase of Andina approved at the Companys
Extraordinary Shareholders Meeting held in September 1996; 24,000,000
shares were subscribed and paid up by Bottling Investment Limited at Ch$
2,264 (in pesos of December 31, 1996) each, amounting to ThCh$ 54,336,000
(in pesos of December 1996). Additionally, Coca-Cola purchased; through
its subsidiaries Coca-Cola Interamerican Corporation and Coca-Cola
Argentina S.A., 100% of Bottling Investment Limited, and consequently,
its investment in Andina. The remaining shares were subscribed and paid
for by local investors, for a total investment of ThCh$ 15,680 (in pesos
of December 31, 1996 purchasing power). Under Chilean GAAP, these
transactions were accounted for separately. Under U.S. GAAP, both
transactions would be accounted for; as of those dates, as an acquisition
through the issuance of shares and recorded as a purchase under
Accounting Principles Board Opinion No. 16 Business Combinations,
whereby the purchase price of the companies would be determined based on
the market price of the Companys shares. The fair value of the
Companys shares issued to The Coca-Cola Company on the date of the
acquisitions was less than the ThCh$ 64,003,200 recorded by the Company
as the purchase price for INTI and Cipet. Under U.S. GAAP, the difference
is accounted for as a reduction of the goodwill and equity calculated
under Chilean GAAP. The effect for the difference in accounting for the
acquisition of these companies through the issuance of shares is included
in the reconciliation of Chilean GAAP to U.S. GAAP included in paragraph
(m) below.In 2002, as a result of the adoption of SFAS No. 142, as explained in
above paragraph f) i) the related goodwill ceased to be amortized.  g)
    
    Joint venture accounting In accordance with Chilean GAAP, in June 2001 the Company recognized a gain of
ThCh$ 6,012,545 on the sale of property, plant and equipment to CMF upon the
formation of this joint venture with Cristalerías. In addition, the Company
wrote-off the basis difference of ThCh$ 1,777,591 between its investment in and
its share of the net equity of the joint venture. Accordingly, the Company
recognized a net gain before income taxes of ThCh$ 4,234,954 under Chilean
GAAP. Under U.S. GAAP, a gain can be recognized only if appreciated assets (excluding
land) are contributed to a venture, cash or near-cash assets are received, and
no other factors exist that could impact realization of the gain (such as
guarantees of debt, puts or calls that may result in acquisition of the
venture, etc.) Additionally, the gain would be limited to the proportion of
the assets deemed sold and any basis difference would be amortized based on the
lives of the assets that gave rise to the difference. Finally, all
contributions of appreciated assets to the venture would generally be recorded
at the carrying value of the joint venture shareholder. F-47




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The shareholders agreement for CMF that establishes joint control of the
venture also contains provisions that could require the Company to purchase
Cristalerías shares of CMF. Accordingly, the gain recognized for Chilean GAAP
is not considered realized under U.S. GAAP. The effects of reversing the gain
and write-off of the basis difference in the investment, amortizing the basis
difference in accordance with U.S. GAAP and adjusting the results of CMF for
the Companys share of the amortization of excess value assigned to the assets
of CMF under Chilean GAAP are included in paragraph (m) below.  h)
    
    Investment securities Under Chilean GAAP, long-term investments in bonds and time deposits held by
the Company are carried at cost plus accrued interest. Under SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, investment
securities, which include debt and certain equity securities, are accounted for
as follows:  
    
    Debt securities that the Company has the positive intent and ability
to hold to maturity are classified as held-to-maturity securities and
are reported at amortized cost.
    
    Debt and equity securities that are bought and held principally for
the purpose of selling them in the near term are classified as trading
securities and are reported at fair value, with unrealized gains and
losses included in earnings.
    
    Debt and equity securities not classified as either held-to-maturity
or trading securities are classified as available-for-sale securities
and reported at fair value, with unrealized gains and losses excluded
from earnings and reported in a separate component of shareholders
equity. The Companys investments in bonds and time deposits are classified as
available for sale securities for the purposes of SFAS No. 115. The effect of
the difference between Chilean GAAP and U.S. GAAP in accounting for the
Companys investment in bonds and government securities is included in the
reconciliation of Chilean GAAP to U.S. GAAP in paragraph (m) below.  i)
    
    Staff severance indemnities Pursuant to collective bargaining agreements between the Company and certain of
its employees, the Company is committed to provide a payment to each of these
employees based upon total years of service. See Note 1 p). Under Chilean
GAAP, the financial statements include a liability which is the current monthly
salary times the years of services at the closing date, discounted at a 7%
annual rate, over the average future service period for all employees covered
by such agreements. Under U.S. GAAP, this arrangement is considered to be a pension plan, and the
liability would be measured by projecting future expected severance payments
using an assumed salary progression rate and discounting the resulting amounts
to their present value. In practice, the Company believes that the salary progression rate will not
differ significantly from the general inflation rate. In the opinion of
management of the Company, the application of U.S. GAAP would not have produced
results materially different from the acceptable method under Chilean GAAP. F-48




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j)
    
    Accumulated translation adjustment of foreign investments As described in Notes 18 and 20 a), the Company recognized a gain upon the
realization of a portion of its accumulated translation adjustment of foreign
investments account in accordance with Technical Bulletin No. 64. Under
Chilean GAAP, a partial liquidation of an investment in a foreign entity is
deemed to have occurred upon the repatriation of capital or of earnings in
excess of net income for the year. In the case of a partial liquidation, the
proportionate share of the accumulated translation adjustment of foreign
investments account related to the foreign investment should be reversed and
recorded in the results of the period. At December 31, 2003, the decrease in capital of the companys subsidiary,
Embotelladora del Atlántico S.A., of US$ 13.8 million (ThCh$ 8,194,440),
generated income of ThCh$ 1,528,988 due to the reversal of the cumulative
translation reserve. During 2001, the Company repatriated US$ 130 million of capital from its
foreign investments in Argentina representing over 50% of the capital invested.
Accordingly, the Company reversed a proportionate amount of its accumulated
translation adjustment of foreign investments account and recognized a gain of
ThCh$ 24,677,382 in accordance with Chilean GAAP. Under US GAAP as set forth in SFAS No. 52, Foreign Currency Translation, the
accumulated translation adjustment of foreign investments account is realized
in the results of the period only upon the sale or upon the complete or
substantially complete liquidation of an investment in a foreign entity. The
effect of reversing this gain is included in the reconciliation of Chilean GAAP
to US GAAP in paragraph (m) below.  k)
    
    Derivative financial instruments At December 31, 2003 and 2002, the Company had derivative contracts consisting
of forward contracts to purchase US dollars and cross-currency interest rate
swap agreements (UF/US$). The forward contracts were obtained principally to
protect the Company from foreign exchange risk with respect to future purchases
of raw materials denominated in US dollars in Chile and Brazil. The
cross-currency interest rate swap agreements were obtained to mitigate exchange
rate and interest rate risk with respect to the US dollar-denominated bond
investments held by the Company Under Chilean GAAP, derivatives are accounted for in accordance with TB 57.
Under TB 57, all derivative financial instruments should be recognized on the
balance sheet at their fair value. In addition, TB 57 requires that derivative
financial instruments be classified as non-hedging (investment) instruments and
hedging instruments, the latter further divided into those covering recognized
assets or liabilities or an unrecognized firm commitment and those covering
forecasted transactions. Contracts to hedge recognized assets or liabilities or an unrecognized firm
commitment act as hedging instruments against the risk of a change in the fair
value of a hedged item. The differences resulting from the changes in the fair
value of both the hedged item and the derivative instrument should be accounted
for as follows: F-49




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a.
    
    If the net effect is a loss, it should be recognized in earnings in the
period of change.b.
    
    If the net effect is a gain, it should be recognized when the contract is
closed and accordingly deferred on the balance sheet.c.
    
    If the net effect is a gain and net losses were recorded on the
transaction in prior years, a gain should be recognized in earnings in the
current period up to the amount of net losses recorded previously.d.
    
    If the effect is a net loss and net gains were recorded (as a deferred
revenue) on the transaction in prior years, the gain should be utilized to
offset the net loss before recording the remaining loss in the results of
operations for the year. Contracts to hedge forecasted transactions are those that have the objective of
protecting cash flow risks of a transaction expected to occur in the future (a
cash flow hedge). The hedging instrument should be recorded at its fair value
and the changes in fair value should be stated on the balance sheet as
unrealized gains or losses. When the contract is closed, the unrealized gains
or losses on the derivative instrument should be recognized in earnings without
affecting the cost or sales price of the asset acquired or sold in the
transaction. However, probable losses arising from purchase commitments should
not be deferred. Non-hedging (investment) instruments should also be presented at their fair
value, with changes in fair value reflected in the earnings of the period in
which the change in fair value occurs. Under Chilean GAAP in accordance with TB No. 57, certain of the Companys
forward contracts have been designated as hedges of forecasted transaction. For U.S. GAAP reconciliation purposes only, the Company has adopted SFAS No.
133 Accounting for Derivative Instruments and Hedging Activities, as amended
by SFAS 137 and SFAS 138 on the same matter (collectively referred to herein as
SFAS 133). SFAS 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the consolidated
balance sheet and measure those instruments at fair value. If certain
conditions are met, a derivative may be specifically designated as (a) a hedge
of the exposure to changes in the fair value of a recognized asset or liability
or an unrecognized firm commitment, (b) a hedge of the exposure to variable
cash flows of a forecasted transaction or to the variability of the cash flows
that are to be received or paid in connection with a recognized asset or
liability or (c) a hedge of the foreign currency exposure of a net investment
in a foreign operation, an unrecognized firm commitment, an available-for-sale
security, a foreign-currency-denominated forecasted transaction or a recognized
asset or liability. The accounting for changes in the fair value of a derivative depends on the
intended use of the derivative and the resulting designation. The effect of the differences in accounting for derivative financial
instruments are included in the reconciliation of Chilean GAAP and U.S. GAAP in
paragraph I m) below. Additional information concerning derivative financial
instruments that is required to be disclosed under SFAS 133 is set forth below
in paragraph 2 e). For Chilean GAAP purposes, the Company has recorded a gain of ThCh$ 11,232,119
in the consolidated statements of income for the year ended December 31, 2003
with the corresponding asset recorded in Long-term investments in the
Consolidated Balance Sheet as of December 31, 2003. Additionally, for the
Companys forward contracts representing hedges of forecasted transactions, the
Company has recorded an unrealized loss of ThCh$ 2,614,157 for the year ended
December 31, 2003 and an unrealized gain of ThCh$ 400,115 for the year ended
December 31, 2002. F-50




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However, the Company has not completed the documentation necessary to qualify
the contracts designated as hedges for Chilean GAAP purpose, as hedges for U.S.
GAAP purposes. Accordingly, the unrealized losses and gains deferred under
Chilean GAAP of ThCh$ 2,614,157 in 2003 and a gain of ThCh$ 400,115 in 2002
represent a difference from US GAAP that is included in paragraph (m) below.  l)
    
    For U.S. GAAP purposes, effective January 1, 2002, the Company
early-adopted SFAS No. 145 Rescission of FASB Statements No. 4, 44 and
64; the effect being that the gain on repurchase of Series A, B and C
bonds due to the early extinguishment of these bonds, is no longer
presented as an extraordinary item.m)
    
    Effects of conforming to U.S. GAAP The adjustments to reported net income required to conform with U.S. GAAP are
as follows: Year end December 31,2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Net income as shown in the Chilean GAAP
financial statements
    
    
    15,754,549
    
    
    
    33,351,481
    
    
    
    34,399,557Reversal of additional depreciation on revaluation
of property, plant and equipment (paragraph c)
    
    
    9,540
    
    
    
    10,095
    
    
    
    8,872Adjustment to deferred income tax provision (paragraph d)
    
    
    1,344,704
    
    
    
    (2,054,949
    )
    
    
    2,382,946Difference in accounting for investments in related
companies (paragraph e)
    
    
    (2,260,684
    )
    
    
    1,287,740
    
    
    
    1,153,438Amortization of goodwill (paragraph f)
    
    
    6,618,354
    
    
    
    8,074,510
    
    
    
    2,240,928Joint venture accounting (paragraph g)
    
    
    395,420
    
    
    
    395,420
    
    
    
    (3,954,201
    )Accumulated translation adjustment of foreign
investments (paragraph j)
    
    
    (1,528,988
    )
    
    
    
    
    
    
    (24,679,849
    )Derivative financial instruments (paragraph k)
    
    
    (3,014,312
    )
    
    
    1,320,602
    
    
    
    (920,446
    )Net income in accordance with U.S. GAAP
    
    
    17,318,583
    
    
    
    42,384,899
    
    
    
    10,631,245Components of other comprehensive income:Cumulative translation adjustment for foreign investments
    
    
    (33,152,634
    )
    
    
    12,045,353
    
    
    
    31,896,817Unrealized gain on investment securities, net of applicable
income tax expense (benefit) of ThCh$1,474,231 in 2003,
ThCh$(986,874) in 2002 and
ThCh$90,686 in 2001 (paragraph h)
    
    
    7,365,086
    
    
    
    (4,994,180
    )
    
    
    513,892Comprehensive income in accordance with U.S. GAAP
(paragraph 2 b)
    
    
    (8,468,965
    )
    
    
    49,436,072
    
    
    
    43,041,954
 Accumulated other comprehensive income amounted to ThCh$ 53,369,225,000, ThCh$
79,156,773,000 and ThCh$ 72,105,600,000 as of December 31, 2003, 2002 and 2001,
respectively. F-51




---



##### Table of Contents



The Companys earnings per share under U.S. GAAP is as follows: Year end December 31.2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Series A
    
    Series B
    
    Series A
    
    Series B
    
    Series A
    
    Series BBasic and diluted net income per share
    
    
    21.70
    
    
    
    23.86
    
    
    
    13.32
    
    
    
    14.65
    
    
    
    53.10
    
    
    
    58.40Weighted average number of common stock
outstanding (thousands of shares)
    
    
    380,137
    
    
    
    380,187
    
    
    
    380,137
    
    
    
    380,137
    
    
    
    380,137
    
    
    
    380,137
 The adjustments required to conform shareholders equity to U.S. GAAP are as
follows: At December 31,2003
    
    2002ThCh$
    
    ThCh$Shareholders equity as shown in the Chilean GAAP
financial statements
    
    
    302,934,599
    
    
    
    372,815,869Reversal of additional depreciation on revaluation of property,
plant and equipment (paragraph c)
    
    
    (1,345,608
    )
    
    
    (1,355,148
    )Adjustment to deferred income tax provision (paragraph d)
    
    
    60,567
    
    
    
    190,094Difference in accounting for investments in
related companies (paragraph e)
    
    
    (35,317
    )
    
    
    2,225,367Amortization of goodwill (paragraph f)
    
    
    2,354,811
    
    
    
    (4,263,543
    )Joint venture accounting (paragraph g)
    
    
    (3,163,360
    )
    
    
    (3,558,780
    )Unrealized gain (loss) on investment securities (paragraph h)
    
    
    3,148,678
    
    
    
    (5,690,638
    )Derivative financial instruments (paragraph k)
    
    
    (2,614,157
    )
    
    
    400,155Shareholders equity in accordance with U.S. GAAP
    
    
    301,340,213
    
    
    
    360,763,376
 F-52




---



##### Table of Contents



The changes in shareholders equity determined under U.S. GAAP were as follows: ThCh$BALANCE AT DECEMBER 31, 2000
    
    
    389,160,800Distribution of dividends
    
    
    (61,206,870
    )Increase in cumulative translation adjustment of foreign investments
    
    
    31,896,817Increase in net unrealized losses on investment securities
    
    
    513,892Net income for the year
    
    
    10,631,245BALANCE AT DECEMBER 31, 2001
    
    
    370,995,884Distribution of dividends
    
    
    (59,668,580
    )Increase in cumulative translation adjustment of foreign investments
    
    
    12,045,353Decrease in net unrealized losses on investment securities
    
    
    (4,994,180
    )Net income for the year
    
    
    42,384,899BALANCE AT DECEMBER 31, 2002
    
    
    360,763,376Distribution of dividends
    
    
    (50,954,198
    )Increase in cumulative translation adjustment of foreign investments
    
    
    (33,152,634
    )Increase in net unrealized losses on investment securities
    
    
    7,365,086Net income for the year
    
    
    17,318,583BALANCE AT DECEMBER 31, 2003
    
    
    301,340,213
  2
    
    Additional Disclosure Requirements:a)
    
    Income taxes The accounting for income taxes under Chilean GAAP and U.S. GAAP differs for
deferred income taxes. Under U.S. GAAP, as set forth in SFAS No. 109,
Accounting for Income Taxes, all temporary differences arising as a result of
transactions that have different accounting and tax treatments are recognized
as deferred tax assets and liabilities as of the balance sheet date. A
valuation allowance is provided against deferred tax assets that are not
recoverable on a more-likely-than-not basis. Under Chilean GAAP, effective
January 1, 2000, the Company began applying Technical Bulletin No. 60 of the
Chilean Institute of Accountants concerning deferred income taxes. Prior to
the implementation of Technical Bulletin No. 60, only deferred tax assets and
liabilities that were expected to materialize in the future were recognized in
these consolidated financial statements. F-53




---



##### Table of Contents



The provisions for income taxes included in the consolidated statements of income were as follows: Year end December 312003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Current tax expense as per tax returns
    
    
    (2,525,896
    )
    
    
    (7,742,619
    )
    
    
    (4,946,062
    )Deferred tax expense as previously
calculated under Chilean GAAP
    
    
    1,516,306
    
    
    
    (847,346
    )
    
    
    (2,555,653
    )Charge for the year under Chilean GAAP
    
    
    (1,009,590
    )
    
    
    (8,589,965
    )
    
    
    (7,501,715
    )U.S. GAAP adjustments:Deferred tax effect of applying SFAS 109 to
Chilean GAAP results
    
    
    1,344,704
    
    
    
    (2,054,949
    )
    
    
    2,382,946Benefits (charge) for the year under U.S. GAAP
    
    
    335,114
    
    
    
    (10,644,914
    )
    
    
    (5,118,769
    )
 The above table can be broken down into geographic sources as follows: Chilean
    
    
    
    
    
    
    
    
    
    The Company2003
    
    and others
    
    Brazil
    
    Argentina
    
    (consolidated)ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Current tax expense as per tax return
    
    
    (2,525,896
    )
    
    
    
    
    
    
    
    
    
    
    (2,525,896
    )Deferred tax (expense) benefit as previously
calculated under Chilean GAAP
    
    
    (643,640
    )
    
    
    764,441
    
    
    
    1,395,505
    
    
    
    1,516,306Charge for the year under Chilean GAAP
    
    
    (3,169,536
    )
    
    
    764,441
    
    
    
    1,395,505
    
    
    
    (1,009,590
    )U.S. GAAP adjustments:Deferred tax effect of applying SFAS 109
    
    
    830,439
    
    
    
    503,605
    
    
    
    10,660
    
    
    
    1,344,704(Charge) benefit for the year under U.S. GAAP
    
    
    (2,339,097
    )
    
    
    1,268,046
    
    
    
    1,406,165
    
    
    
    335,114
 Chilean
    
    
    
    
    
    
    
    
    
    The Company2002
    
    and others
    
    Brazil
    
    Argentina
    
    (consolidated)ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Current tax expense as per tax return
    
    
    (6,484,199
    )
    
    
    
    
    
    
    (1,258,420
    )
    
    
    (7,742,619
    )Deferred tax (expense) benefit as previously
calculated under Chilean GAAP
    
    
    (744,090
    )
    
    
    (770
    )
    
    
    (102,486
    )
    
    
    (847,346
    )Charge for the year under Chilean GAAP
    
    
    (7,228,289
    )
    
    
    (770
    )
    
    
    (1,360,906
    )
    
    
    (8,589,965
    )U.S. GAAP adjustments:Deferred tax effect of applying SFAS 109
    
    
    (60,877
    )
    
    
    5,465,742
    
    
    
    (7,459,814
    )
    
    
    (2,054,949
    )(Charge) benefit for the year under U.S. GAAP
    
    
    (7,289,166
    )
    
    
    5,464,972
    
    
    
    (8,820,720
    )
    
    
    (10,644,914
    )
 Chilean
    
    
    
    
    
    
    
    
    
    The Company2001
    
    and others
    
    Brazil
    
    Argentina
    
    (consolidated)ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Current tax expense as per tax return
    
    
    (5,287,891
    )
    
    
    
    
    
    
    341,829
    
    
    
    (4,946,062
    )Deferred tax (expense) benefit as previously
calculated under Chilean GAAP
    
    
    (1,017,443
    )
    
    
    (2,139,484
    )
    
    
    601,274
    
    
    
    (2,555,653
    )Charge for the year under Chilean GAAP
    
    
    (6,305,334
    )
    
    
    (2,139,484
    )
    
    
    943,103
    
    
    
    (7,501,715
    )U.S. GAAP adjustments:Deferred tax effect of applying SFAS 109
    
    
    2,252,498
    
    
    
    148,090
    
    
    
    (17,642
    )
    
    
    2,382,946(Charge) benefit for the year under U.S. GAAP
    
    
    (4,052,836
    )
    
    
    (1,991,394
    )
    
    
    925,461
    
    
    
    (5,118,769
    )
 F-54




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##### Table of Contents



Deferred tax assets (liabilities) as of balance sheet dates are summarized as follows: 2003
    
    2002ThCh$
    
    ThCh$Deferred tax assets:Tax loss carryforwards
    
    
    6,959,266
    
    
    
    25,992,485Social contribution
    
    
    2,526,551
    
    
    
    Provision for labor and trade lawsuits
    
    
    3,450,314
    
    
    
    900,006Provision for assets written-off
    
    
    1,308,140
    
    
    
    1,718,942Joint venture accounting
    
    
    817,706
    
    
    
    919,919Allowance for doubtful accounts
    
    
    637,372
    
    
    
    523,997Depreciation
    
    
    626,128
    
    
    
    625,798Vacation accrual
    
    
    126,041
    
    
    
    123,091Packages development
    
    
    99,393
    
    
    
    176,991Amortization of intangibles
    
    
    
    
    
    
    74,015Staff severance indemnities
    
    
    
    
    
    
    804Other
    
    
    1,593,305
    
    
    
    1,518,739Less: Valuation allowance
    
    
    (8,910,334
    )
    
    
    (24,440,712
    )Total deferred tax assets
    
    
    9,233,882
    
    
    
    8,134,075Deferred tax liabilitiesDepreciation
    
    
    (5,704,410
    )
    
    
    (5,900,232
    )Guarantees on bottles
    
    
    (2,505,055
    )
    
    
    (2,422,929
    )Staff severance indemnities
    
    
    (546,878
    )
    
    
    (517,290
    )Other
    
    
    (403,559
    )
    
    
    (333,999
    )Total deferred tax liabilities
    
    
    (9,159,902
    )
    
    
    (9,174,450
    )Net deferred tax assets (liabilities) under U.S. GAAP
    
    
    73,980
    
    
    
    (1,040,375
    )Net deferred tax assets (liabilities) under Chilean GAAP
    
    
    13,413
    
    
    
    (1,230,469
    )Effect of U.S. GAAP adjustments on deferred income taxes
    
    
    60,567
    
    
    
    190,094
 The provision for income taxes differs from amount of income tax determined by
applying the applicable Chilean statutory income tax rate to pretax income
calculated according to U.S. GAAP as a result of the following: Year end December 312003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Income tax provision at statutory Chilean tax rates
    
    
    2,802,020
    
    
    
    8,484,770
    
    
    
    2,362,502Increase (decrease) in provision resulting from:Tax effects resulting from foreign operations
    
    
    168,601
    
    
    
    587,832
    
    
    
    743,184Permanent differences
    
    
    11,859,402
    
    
    
    (8,711,486
    )
    
    
    (16,240,644
    )Effect of remeasurement to U.S. dollars
(Brazil and Argentina)
    
    
    (1,322,573
    )
    
    
    2,431,362
    
    
    
    3,601,120Change in valuation allowance
    
    
    (12,396,939
    )
    
    
    8,922,614
    
    
    
    15,983,641Adjustments in prior year income taxes
    
    
    (636,375
    )
    
    
    23,033
    
    
    
    (307,673
    )Other
    
    
    (809,250
    )
    
    
    (1,093,211
    )
    
    
    (1,023,361
    )Effective tax provision
    
    
    (335,114
    )
    
    
    10,644,914
    
    
    
    5,118,769
 F-55




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##### Table of Contents



The Chilean statutory first category (corporate) income tax rate was 16.5% for
2003, 16% for 2002 and 15% in 2001. In accordance with Chilean law, the
Company and each of its subsidiaries computes and pays income taxes on a
separate basis. The Brazilian federal statutory income tax rate was approximately 25% for 2003,
2002 and 2001. Additionally, an additional surtax of 9% for 2003, 2002 and
2001 is charged on net income with respect to a social contribution similar in
nature to income tax. In view of tax losses for the years ended December 31,
2003, 2002 and 2001, no such levy was due by the Company for such periods. The Argentine income tax rate was 35% for 2003, 2002 and 2001 in accordance
with currently enacted tax legislation. The Company had net operating tax loss carryforwards related to the Brazilian
subsidiaries of approximately ThCh$ 51,812,667 at December 31, 2003 that can be
carried forward indefinitely. The Chilean tax loss carryforwards, totaling
ThCh$ 44,634,975 can also be carried forward indefinitely.  b)
    
    Comprehensive income Comprehensive income (loss) is the change in equity of a business enterprise
during a period from transactions and other events and circumstances from
non-owner sources. For U.S. GAAP purposes, companies are required to report
comprehensive income and its components in a full set of general purpose
financial statements. U.S. GAAP requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. The information required by this standard is shown
in paragraph 1 m), above.  c)
    
    Statement of cash flows For the purpose of the statement of cash flows using U.S. GAAP classifications,
the Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents. In accordance with
the Companys policy, certain cash equivalents that are managed as part of the
Companys investment portfolio are excluded from the amount shown as cash and
cash equivalents in the statements of cash flows. The detail of cash and cash
equivalents is as follows: Year end December 312003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Cash
    
    
    9,345,727
    
    
    
    11,762,461
    
    
    
    14,427,468Time deposits
    
    
    6,602,410
    
    
    
    12,563,475
    
    
    
    18,903,668Marketable securities
    
    
    25,093,563
    
    
    
    25,795,192
    
    
    
    25,059,949Repurchase agreements
    
    
    
    
    
    
    
    
    
    
    1,660,386Total cash and cash equivalents
    
    
    41,041,700
    
    
    
    50,121,128
    
    
    
    60,051,471
 F-56




---



##### Table of Contents



Additional cash flow disclosure required by U.S. GAAP that are shown net in
Chilean GAAP are as follows: Year end December 312003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Short-term borrowings with bank and
financial institutions
    
    
    51,303,915
    
    
    
    12,416,515
    
    
    
    59,816,313Long term borrowings with banks and
financial institutions
    
    
    325,559
    
    
    
    39,283,874
    
    
    
    54,494,243Repayment of short-term bank borrowings
    
    
    (47,614,177
    )
    
    
    
    
    
    
    Repayment of long-term bank borrowings
    
    
    (1,219,786
    )
    
    
    (55,781,172
    )
    
    
    (112,954,357
    )Net bank borrowings
    
    
    2,795,511
    
    
    
    (4,080,783
    )
    
    
    1,356,199
  d)
    
    Segment information The Company operates principally in three segments which comprise the
production and sales of goods for (i) Coca-Cola soft drinks, (ii) Other
beverages (juices, mineral water and beer), and (iii) Packaging. Total
revenues by segment include sales to unaffiliated customers, as reported in the
Companys consolidated income statement, and intersegment sales, which are
accounted for at invoice price. The Coca-Cola soft drink segment comprises the production and sales of
Coca-Cola, Sprite, Fanta and other Coca-Cola soft drinks. The Other beverages
segment includes the sales of mineral water, fruit juices and, in Brazil, beer.
The Packaging segment consists of the production of PET containers. The accounting policies for the segments are the same as those described in
Nature of operations and summary of significant accounting policies. F-57




---



##### Table of Contents



A summary of the Companys operations by segment calculated under Chilean GAAP
is as follows: Year end December 312003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Revenue:Sales to unaffiliated customers:Soft drinks
    
    
    334,985,729
    
    
    
    347,785,204
    
    
    
    435,978,065Other beverages
    
    
    40,608,600
    
    
    
    39,759,968
    
    
    
    45,691,757Packaging
    
    
    11,261,932
    
    
    
    14,679,143
    
    
    
    19,678,959Subtotal
    
    
    386,856,261
    
    
    
    402,224,315
    
    
    
    501,348,781Intersegment sales:Soft drinks
    
    
    
    
    
    
    
    
    
    
    Other beverages
    
    
    13,711,891
    
    
    
    13,050,665
    
    
    
    15,883,061Packaging
    
    
    8,134,784
    
    
    
    7,661,340
    
    
    
    16,594,744Eliminations
    
    
    (21,846,675
    )
    
    
    (20,712,005
    )
    
    
    (32,477,805
    )Subtotal
    
    
    
    
    
    
    
    
    
    
    Total revenue
    
    
    386,856,261
    
    
    
    402,224,315
    
    
    
    501,348,781Operating income:Soft drinks
    
    
    43,294,090
    
    
    
    36,035,592
    
    
    
    50,969,542Other beverages
    
    
    3,697,509
    
    
    
    4,863,201
    
    
    
    6,651,729Packaging
    
    
    707,902
    
    
    
    1,037,975
    
    
    
    454,474Total operating income
    
    
    47,699,501
    
    
    
    41,936,768
    
    
    
    58,075,745Depreciation:Soft drinks
    
    
    29,750,202
    
    
    
    36,328,525
    
    
    
    36,193,558Other beverages
    
    
    1,152,063
    
    
    
    1,289,021
    
    
    
    1,426,440Packaging
    
    
    2,061,054
    
    
    
    3,053,304
    
    
    
    4,727,080Total depreciation
    
    
    32,963,319
    
    
    
    40,670,850
    
    
    
    42,347,078Segment assets:Soft drinks
    
    
    454,521,149
    
    
    
    535,454,072
    
    
    
    548,366,456Other beverages
    
    
    10,852,392
    
    
    
    11,368,029
    
    
    
    12,723,726Packaging
    
    
    13,489,364
    
    
    
    16,352,928
    
    
    
    18,176,989Total segment assets
    
    
    478,862,905
    
    
    
    563,175,029
    
    
    
    579,267,171Capital expenditures:Soft drinks
    
    
    24,300,907
    
    
    
    23,340,036
    
    
    
    21,592,356Other beverages
    
    
    913,316
    
    
    
    514,871
    
    
    
    646,297Packaging
    
    
    128,743
    
    
    
    224,069
    
    
    
    1,288,664Total capital expenditures
    
    
    25,342,966
    
    
    
    24,078,976
    
    
    
    23,527,317
 F-58




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##### Table of Contents



A geographical summary of the Companys operations by segment calculated under
Chilean GAAP is as follows: Year end December 31,2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Revenue:Sales to unaffiliated customers:Chile
    
    
    194,166,874
    
    
    
    188,932,356
    
    
    
    198,128,252Brazil
    
    
    116,509,994
    
    
    
    144,423,230
    
    
    
    146,431,864Argentina
    
    
    76,179,393
    
    
    
    68,868,729
    
    
    
    156,788,665Total revenue
    
    
    386,856,261
    
    
    
    402,224,315
    
    
    
    501,348,781Operating income:Chile
    
    
    37,203,821
    
    
    
    36,566,166
    
    
    
    40,879,321Brazil
    
    
    6,991,475
    
    
    
    5,617,470
    
    
    
    5,585,503Argentina
    
    
    3,504,205
    
    
    
    (246,868
    )
    
    
    11,610,921Total operating income
    
    
    47,699,501
    
    
    
    41,936,768
    
    
    
    58,075,745Identifiable long-lived assets:Chile
    
    
    254,470,562
    
    
    
    288,288,280
    
    
    
    282,327,981Brazil
    
    
    111,066,274
    
    
    
    142,373,399
    
    
    
    147,594,876Argentina
    
    
    92,071,758
    
    
    
    122,064,612
    
    
    
    132,265,899Total identifiable long-lived assets
    
    
    457,608,594
    
    
    
    552,726,291
    
    
    
    562,188,756
 A reconciliation of total segment assets by product, and long-lived assets by
country to total consolidated assets for the years ended December 31, 2003,
2002 and 2001 is as follows: At December 31Industry
    
    2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Total segment assets
    
    
    478,862,905
    
    
    
    563,175,029
    
    
    
    579,267,171Cash
    
    
    9,345,727
    
    
    
    11,762,461
    
    
    
    14,427,468Financial instruments
    
    
    31,695,973
    
    
    
    38,358,667
    
    
    
    45,508,457Amounts due from related parties
    
    
    50,559
    
    
    
    92,203
    
    
    
    1,606,557Recoverable taxes
    
    
    4,569,087
    
    
    
    4,408,717
    
    
    
    5,694,083Deferred income taxes
    
    
    1,349,051
    
    
    
    718,346
    
    
    
    523,727Investments in related companies
    
    
    19,415,510
    
    
    
    17,243,528
    
    
    
    19,146,718Investment in other companies
    
    
    609,524
    
    
    
    744,763
    
    
    
    698,980Intangible assets (net)
    
    
    314,309
    
    
    
    624,791
    
    
    
    1,014,678Liabilities deducted from segment assets
    
    
    39,213,391
    
    
    
    40,206,130
    
    
    
    49,622,246Total assets
    
    
    585,426,036
    
    
    
    677,334,635
    
    
    
    717,510,085Identifiable long-lived assets
    
    
    457,608,594
    
    
    
    552,726,291
    
    
    
    562,188,756Current assets
    
    
    127,817,442
    
    
    
    124,608,344
    
    
    
    154,452,827Claims for recovery-Brazil
    
    
    
    
    
    
    
    
    
    
    868,502Total assets
    
    
    585,426,036
    
    
    
    677,334,635
    
    
    
    717,510,085
 F-59




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e)
    
    Derivative financial instruments Derivative financial instruments are used by the Company principally in the
management of its interest rate and foreign currency exposures. The Company
does not hold or issue derivative financial instruments for trading purposes. Under U.S. GAAP, the Company applies SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by SFAS No. 137, SFAS No. 138
and SFAS No. 149 on the same matter (collectively referred to herein as SFAS
133). SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. SFAS 133 requires that all derivative
instruments be recognized on the balance sheet at fair value and that changes
in the fair value be recognized in income when they occur, the only exception
being derivatives that qualify as hedges. To qualify the derivative instrument
as a hedge, the Company must meet strict hedge effectiveness and
contemporaneous documentation requirements at the initiation of the hedge and
assess the hedge effectiveness on an ongoing basis over the life of the hedge. During 2003 and 2002, the Company entered into forward contracts in its Chilean
and Brazilian operations to manage its exposure associated with respect to
foreign currency commitments in US dollars, which were primarily for raw
materials purchases. During 2003, the Company entered into cross-currency
swaps to manage its foreign currency risk exposure associated with its
long-term investments in bonds and time deposits. At December 31, 2003 and
2002, the Company had derivative financial instruments outstanding consisting
of forward contracts to purchase US dollars with a notional amount of ThCh$
110,457,026 in 2003 all of which mature during 2004 and ThCh$ 57,774,335 in
2002, all of which matured during 2003. See Note 8 above for the detail of the
derivative instruments at December 31, 2003 and 2002. None of these derivative
financial instruments were designed as hedges in accordance with U.S. GAAP. The financial instruments described above involve elements of market risk and
credit risk. Market risk is the possibility that future changes in foreign
exchange or interest rates may make the financial instruments more or less
valuable. Credit risk is the possibility of default by the counterparties. The
loss that the Company would incur if a counterparty defaulted is significantly
less than the instruments notional value and the loss exposure is the fair
value of the instrument. The Company does not require collateral or other
security for the instruments. F-60




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f)
    
    Operating income Under Chilean GAAP, the following income and expenses arising during the years
ended 2003, 2002 and 2001 are classified as Non-operating income and expense
whereas under U.S. GAAP they would be included within Operating income: At December 31.2003
    
    2002
    
    2001ThCh$
    
    ThCh$
    
    ThCh$Operating income as reported under Chilean GAAP
    
    
    47,699,501
    
    
    
    41,936,768
    
    
    
    58,075,745Gain on legal claim
    
    
    
    
    
    
    1,471,339
    
    
    
    Gain on sale of property, plant and equipment
    
    
    524,293
    
    
    
    678,621
    
    
    
    6,012,545Provision for recoverable taxes  Brazil
    
    
    (4,829,816
    )
    
    
    (725,796
    )
    
    
    Impairment of property, plant and equipment
    
    
    (181,910
    )
    
    
    (6,878,648
    )
    
    
    (10,238,381
    )Staff severances indemnities
    
    
    (63,219
    )
    
    
    (3,264,404
    )
    
    
    (1,413,997
    )Provision for litigation
    
    
    (477,817
    )
    
    
    (3,576,996
    )
    
    
    (737,012
    )Write-off of property, plant and equipment
    
    
    
    
    
    
    (1,443,343
    )
    
    
    (788,903
    )Loss on sale of property, plant and equipment
    
    
    (329,527
    )
    
    
    (341,968
    )
    
    
    (1,849,347
    )Liquidation of container business
    
    
    
    
    
    
    
    
    
    
    (341,827
    )Reversal of staff severance indemnity provision
    
    
    1,484,500
    
    
    
    
    
    
    
    Operating income under US GAAP format
    
    
    43,826,005
    
    
    
    27,855,573
    
    
    
    48,718,823
  g)
    
    Concentrations of credit risk The assets of the Company that are potentially subject to significant
concentrations of credit risk are deposits held with banks and financial
institutions, investments in derivative instruments and trade accounts
receivable. The Company holds accounts with a variety of banks and does not hold
significant deposits or derivative instruments 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 believe that it had any
significant concentrations of credit risk at December 31, 2003.  h)
    
    Disclosures regarding the fair values of financial instruments The estimated fair values of the Companys financial instruments were as
follows: At December 31,2003
    
    2002Carrying
    
    Fair
    
    Carrying
    
    Fairvalue
    
    value
    
    value
    
    valueThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Time deposits
    
    
    6,602,410
    
    
    
    6,602,410
    
    
    
    12,563,475
    
    
    
    12,563,475Marketable securities
    
    
    25,093,563
    
    
    
    25,093,563
    
    
    
    25,795,192
    
    
    
    25,795,192Long-term time deposit
    
    
    48,903,308
    
    
    
    48,903,308
    
    
    
    67,115,801
    
    
    
    67,115,801Long-term deposit credit
    
    
    23,883,203
    
    
    
    23,883,203
    
    
    
    17,098,115
    
    
    
    17,098,115Long-term investment in bonds
    
    
    84,750,022
    
    
    
    87,898,897
    
    
    
    115,372,648
    
    
    
    109,682,008Bonds payable
    
    
    (135,246,424
    )
    
    
    (136,474,951
    )
    
    
    (145,645,108
    )
    
    
    (145,961,462
    )Foreign currency contracts (net)
    
    
    8,617,962
    
    
    
    8,617,962
    
    
    
    400,155
    
    
    
    400,155
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Time deposits, marketable securities and deposit credits: Fair value of time
deposits and deposit credits was determined using rates currently available in
the market and the fair value of marketable securities is based on quoted
market prices for the marketable securities. Long-term investment in bonds: The fair value of the investment in bonds was
determined based on quoted market prices. Bonds payable: The fair value of bonds payable, including current portion, is
estimated based on the quoted market price of the Companys US dollar -
denominated bonds payable. Foreign currency contracts: The estimated fair values of the forward contracts
are based on quoted market prices at year end.  i)
    
    Concentrations of other risks 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 bottler agreements between the Companys
individual bottler subsidiaries and The Coca-Cola Company. Under the bottler
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 bottler
agreements. The bottler 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 bottler
agreements will be renewed upon their expiration. Termination or non-renewal
of the bottler agreements would have a material adverse effect on the Companys
business. The soft drink and non-alcoholic beverage business is 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.  j)
    
    Recent Accounting Pronouncements Effective January 1, 2003, the Company adopted SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities (SFAS 146), which
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 Employees Termination Benefits and
Other costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). The adoption of SFAS 146 did not have a material effect on
the Companys consolidated financial position, results of operations or cash
flows. Effective January 1, 2003, the Company adopted FASB Interpretation No. 45,
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires that
upon issuance of a guarantee, the Company must disclose and may be required to
recognize a liability for the fair value of the obligation it assumes under
that guarantee. The initial recognition and measurement requirement of FIN 45
is effective for guarantees issued or modified after December 31, 2002. The
adoption of FIN 45 did not have a material effect on the Companys consolidated
financial position, results of operation or cash flows. F-62




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Effective February 1, 2003, the Company adopted FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (FIN 46). FIN 46 (an
interpretation of ARB 51) has recently introduced a new consolidation model
focused on identifying entities for which a controlling financial interest is
achieved through means other that voting rights. Under this interpretation, a
variable interest entity must be consolidated if certain consolidation
requirements are met. An enterprise should consolidate an entity if that
enterprise has a variable interest in the entity that will absorb a majority of
the entitys expected losses, receive a majority of the entitys expected
residual returns, or both. FIN 46, as revised by FIN 46R, was effective on
February 1, 2003 for new transactions and is effective for reporting periods
after March 15, 2004 for transactions entered into prior to February 1, 2003.
The Company has not entered into any new transactions subject to FIN 46 since
February 1, 2003. In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. This Statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. The Company adopted the provisions of SFAS No. 149 on July 1,
2003, which did not have a material effect on the Companys consolidated
financial position, results of operations or cash flows. In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This
Statement establishes standards of how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). This
Statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective July 1, 2003. The Company adopted the
provisions of SFAS No. 150 on July 1, 2003, which did not have a material
effect on the Companys consolidated financial position, results of operations
or cash flows. F-63




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SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant certifies that it meets all of the requirements for
filing on Form 20 F and has duly caused this Annual Report on Form 20 F to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Santiago, Chile on June 30, 2004. EMBOTELLADORA ANDINA S.A.
(ANDINA BOTTLING COMPANY)/s/ Osvaldo GarayOsvaldo GarayChief Financial Officer Date: June 30, 2004 116