##### Table of Contents



As filed with the
Securities and Exchange Commission on July 7, 2005   United States
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 20-F/A (Amendment No. 1)
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934
 OR þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2004 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from    to Commission file number 33-80138 Embotelladora Andina S.A.  Andina Bottling Company  Republic of Chile (Jurisdiction of incorporation or organization)
Avenida Andrés Bello 2687, Piso 20
Las Condes  Santiago, Chile
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class
    
    Name of each exchange on which registeredSeries A Shares, Series B Shares of Registrant
    
    New York Stock Exchangerepresented by American
Depositary Shares
 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 7.000% Notes due October 1, 2007
7.625% Notes due October 1, 2027
7.875% Notes due October 1, 2097  
 The
number of outstanding shares of the issuers stock as of December 31, 2004 was 760,274,542
as follows: 380,137,271           Series A Shares
380,137,271          Series B Shares 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. þ   Yes                    o   No Indicate by check mark which financial statement item the registrant has elected to follow. o   Item 17      þ  Item 18




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EXPLANATORY NOTE This amended report on
Form 20F/A dated July 7, 2005 is being filed to: (1) amend the statement The number of outstanding shares of the issuers stock as of December 31,
2003 was 760,274,542 as follows on the front cover page of the Form 20-F filed June 30, 2005, and
replace it with The number of outstanding shares of the issuers stock as of December 31, 2004 was
760,274,542 as follows. Other than the foregoing statement and conforming changes related thereto, no part of the annual
report on Form 20-F filed on June 30, 2005 is being amended, and the filing of this amended annual
report on Form 20-F/A should not be understood to mean that any other statements contained therein
are true or complete as of any dated subsequent to June 30, 2005.




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TABLE OF CONTENTS PagePART I
    
    
    1ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    1ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    1ITEM 3. KEY INFORMATION
    
    
    1ITEM 4. INFORMATION ON THE COMPANY
    
    
    15ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    37ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    55ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    64ITEM 8. FINANCIAL INFORMATION
    
    
    70ITEM 9. THE OFFER AND LISTING
    
    
    72ITEM 10. ADDITIONAL INFORMATION
    
    
    76ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    93ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    95PART II
    
    
    96ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    96ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
    
    
    96ITEM 15. CONTROLS AND PROCEDURES
    
    
    96ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    96ITEM 16B. CODE OF ETHICS
    
    
    96ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    97ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    97PART III
    
    
    98ITEM 17. FINANCIAL STATEMENTS
    
    
    98ITEM 18. FINANCIAL STATEMENTS
    
    
    98EX-12.1: CERTIFICATIONEX-12.2: CERTIFICATIONEX-13.1: CERTIFICATIONEX-13.2: CERTIFICATION




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INTRODUCTION References 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, Río 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 and San Antonio;
    
    the Brazilian territory means the municipality of Río de Janeiro, Vitória, and
portions of the neighboring areas of Itaguaí, Mangaratiba, Duque de Caixas and São João
de Meriti, Niteroi, Itambi, Campos, Friburgo and Região dos Lagos and Nova Iguaçú; 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. i




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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. 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, 2004, which was Ch$557.4=US$1.00. The
Observed Exchange Rate for June 28, 2005 was Ch$580.07=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. 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. ii




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##### Table of Contents



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, 2003 and 2004 and for each of the three years ended December 31, 2004 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,
that we refer to in this annual report as the Consolidated Financial Statements. 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 28 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 our subsidiaries located outside
Chile, principally in Brazil and Argentina. 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, our non-Chilean subsidiaries once
again began stating their results in U.S. dollars prior to their translation into Chilean pesos at
the applicable 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 income or expense is 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, 2004. See Notes 1(c) and 28(a) and (b) to our Consolidated Financial Statements. The following table presents our selected consolidated financial information. This information
should be read in conjunction with, and is qualified in its entirety by reference to, our
consolidated financial statements, including the notes thereto in Item 18. The selected financial
information contained herein is presented on a consolidated basis, and is not necessarily
indicative of our financial position or results of operations at or for any future date or period. 1




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Year ended December 31,2004
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000(in millions of constant Ch$ of December 31, 2004 and US$, except ratios, per share and per ADS data, and sales volume)Income Statement Data:Chilean GAAP:Net sales
    
    US$
    742
    
    
    Ch$
    413,754
    
    
    Ch$
    396,528
    
    
    Ch$
    412,280
    
    
    Ch$
    513,883
    
    
    Ch$
    489,268Cost of sales
    
    
    (455
    )
    
    
    (253,652
    )
    
    
    (253,393
    )
    
    
    (271,408
    )
    
    
    (323,112
    )
    
    
    (296,096
    )Administrative and selling
expenses
    
    
    (174
    )
    
    
    (97,216
    )
    
    
    (94,243
    )
    
    
    (97,887
    )
    
    
    (131,243
    )
    
    
    (132,882
    )Operating income
    
    
    113
    
    
    
    62,886
    
    
    
    48,892
    
    
    
    42,985
    
    
    
    59,528
    
    
    
    60,290Non-operating (expense) income,
net
    
    
    (21
    )
    
    
    (11,843
    )
    
    
    (24,922
    )
    
    
    8,284
    
    
    
    (5,133
    )
    
    
    (16,866
    )Income taxes and minority interest
    
    
    (7
    )
    
    
    (3,947
    )
    
    
    (1,038
    )
    
    
    (8,807
    )
    
    
    (7,712
    )
    
    
    (2,074
    )Amortization of goodwill
    
    
    (12
    )
    
    
    (6,936
    )
    
    
    (6,784
    )
    
    
    (8,276
    )
    
    
    (11,424
    )
    
    
    (6,719
    )Net income
    
    US$
    72
    
    
    Ch$
    40,159
    
    
    Ch$
    16,148
    
    
    Ch$
    34,185
    
    
    Ch$
    35,260
    
    
    Ch$
    34,631U.S.GAAP:Net income
    
    US$
    93
    
    
    Ch$
    51,569
    
    
    Ch$
    17,752
    
    
    Ch$
    43,445
    
    
    Ch$
    10,897
    
    
    Ch$
    37,304Total number of shares:Series A
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271Series B
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271Dividends declared per share:Series A
    
    US$
    40
    
    
    Ch$
    22,504
    
    
    Ch$
    24,405
    
    
    Ch$
    27,446
    
    
    Ch$
    27,446
    
    
    Ch$
    32,844Series B
    
    
    44
    
    
    
    24,755
    
    
    
    26,845
    
    
    
    30,191
    
    
    
    30,191
    
    
    
    36,128Balance Sheet Data:Chilean GAAP:Total assets
    
    US$
    1,040
    
    
    Ch$
    579,731
    
    
    Ch$
    600,062
    
    
    Ch$
    694,268
    
    
    Ch$
    735,448
    
    
    Ch$
    721,410Short-term debt (1)
    
    
    60
    
    
    
    33,499
    
    
    
    20,776
    
    
    
    17,636
    
    
    
    23,910
    
    
    
    20,450Long-term debt
    
    
    282
    
    
    
    157,346
    
    
    
    175,777
    
    
    
    203,187
    
    
    
    215,737
    
    
    
    173,481Total shareholders equity
    
    
    522
    
    
    
    290,849
    
    
    
    310,508
    
    
    
    382,136
    
    
    
    396,765
    
    
    
    416,845U.S.GAAP:Total shareholders equity
    
    
    540
    
    
    
    300,922
    
    
    
    308,874
    
    
    
    369,782
    
    
    
    380,271
    
    
    
    398,890Other Financial Information:Chilean GAAP:Cash flows from operating
activities
    
    US$
    126
    
    
    Ch$
    70,289
    
    
    Ch$
    74,096
    
    
    Ch$
    101,771
    
    
    Ch$
    95,486
    
    
    Ch$
    101,711Cash flows from investing
activities
    
    
    (67
    )
    
    
    (37,592
    )
    
    
    (18,255
    )
    
    
    (39,614
    )
    
    
    (35,613
    )
    
    
    13,453Cash flows from financing
activities
    
    
    (79
    )
    
    
    (43,799
    )
    
    
    (60,896
    )
    
    
    (66,001
    )
    
    
    (95,233
    )
    
    
    (111,853
    )Depreciation
    
    
    58
    
    
    
    32,580
    
    
    
    33,787
    
    
    
    41,688
    
    
    
    43,406
    
    
    
    44,550Capital expenditures
    
    
    45
    
    
    
    25,241
    
    
    
    25,977
    
    
    
    24,681
    
    
    
    24,116
    
    
    
    29,309Net income per share:Series A
    
    
    0.09
    
    
    
    50.31
    
    
    
    20.23
    
    
    
    42.82
    
    
    
    44.17
    
    
    
    43.38Series B
    
    
    0.10
    
    
    
    55.34
    
    
    
    22.25
    
    
    
    47.10
    
    
    
    48.59
    
    
    
    47.71Net income per ADS (3):Series A
    
    
    0.27
    
    
    
    150.92
    
    
    
    60.69
    
    
    
    128.47
    
    
    
    132.52
    
    
    
    130.15Series B
    
    
    0.30
    
    
    
    166.01
    
    
    
    66.76
    
    
    
    141.32
    
    
    
    145.76
    
    
    
    [130.15
    ]Ratio of total debt to total
capitalization (2)
    
    
    0.40
    
    
    
    0.40
    
    
    
    0.39
    
    
    
    0.37
    
    
    
    0.38
    
    
    
    0.32Other Operating Data:Sales volume of Coca-Cola SoftDrinks (UCs in millions)
    
    
    
    
    
    
    336.3
    UCs
    
    
    315.5
    UCs
    
    
    301.8
    UCs
    
    
    311.1
    UCs
    
    
    284.1
    UCsSales volume of Other Beverages
(UCs in millions) (4)
    
    
    
    
    
    
    27.8
    
    
    
    27.0
    
    
    
    26.0
    
    
    
    27.9
    
    
    
    25.8
 
 (1)
    
    Includes short-term bank liabilities and the portion of long-term bank liabilities and bonds
payable within 12 months. 2




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(2)
    
    Total debt is calculated as the sum of short-term and long-term financial debt. Total
capitalization is calculated as the sum of total financial debt, minority interest and total
shareholders equity. Shareholders equity under U.S. GAAP differs from Chilean GAAP in
certain important respects. For a summary of the principal differences between U.S. GAAP and
Chilean GAAP as they relate to us, see Item 5  Operating and Financial Review and Prospects
  U.S. GAAP Reconciliation and Note 28 to our Consolidated Financial Statements.  (3)
    
    Each ADS represents six shares of common stock.  (4)
    
    Includes juices and mineral water (in Chile and Argentina) and beer, juices and mineral water
(in Brazil). Exchange Rates 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 2000 and for each month during the six months
immediately preceding the month of this annual report, as reported by the Central Bank. Daily Observed Exchange Rate Ch$ per US$(1)Year
    
    Low(2)

    
    
    High(2)
    
    
    Average(3)
    
    
    Period End2000
    
    
    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
    
    
    
    593.802004
    
    
    557.40
    
    
    
    649.45
    
    
    
    609.41
    
    
    
    557.40MonthDecember 2004
    
    
    557.40
    
    
    
    597.27
    
    
    
    574.68
    
    
    
    557.40January 2005
    
    
    560.30
    
    
    
    586.18
    
    
    
    575.45
    
    
    
    585.40February 2005
    
    
    563.22
    
    
    
    583.84
    
    
    
    572.99
    
    
    
    573.55March 2005
    
    
    578.60
    
    
    
    591.69
    
    
    
    587.05
    
    
    
    585.93April 2005
    
    
    572.75
    
    
    
    588.95
    
    
    
    580.30
    
    
    
    582.73May 2005
    
    
    570.83
    
    
    
    583.59
    
    
    
    578.32
    
    
    
    583.00
 
 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)
    
    With respect to annual periods, the average of 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 28, 2005 was Ch$580.07= US$1.00. Risk Factors We and our subsidiaries outside Chile are subject to various economic, political, social and
competitive conditions. Any of the following risks, if they materialize, could materially and
adversely affect our business, results of operations, prospects and financial condition. Risks Related to our Company We rely heavily on our relationship with The Coca-Cola Company which has substantial
influence over our business and operations Approximately 87% of our net sales in 2004 were derived from the distribution of Coca-Cola
soft drinks, and 9% of our net sales 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 3




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subsidiary of The Coca-Cola Company or, in the case of fruit juices and nectars, The Minute
Maid Company, a subsidiary of The Coca-Cola Company. The Coca-Cola Company has the ability to
exercise substantial influence over our business through its rights under the Bottler Agreements.
See Item 7. Major Shareholders and Related Party TransactionsBottler Agreements. Under the
Bottler Agreements, The Coca-Cola Company unilaterally 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 distribute Coca-Cola soft drinks or other
Coca-Cola beverages in territories where 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 of 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 franchise
territory 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 Río 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. 4




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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, we cannot
assure you 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. 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Soft Drink Business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 depreciate significantly against the U.S. dollar,
the cost of certain raw materials could rise significantly, which could have an adverse effect on
our results of operation. We cannot assure you that these currencies will not lose value against
the U.S. dollar in the future. 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. Perception of risk in emerging economies may impede our access to international capital
markets, hinder our ability to finance our operations and adversely affect the market price
of our common shares and American Depositary Shares (ADSs) As a general rule, international investors consider Chile, Brazil and Argentina to be emerging
market economies. Consequently, economic conditions and the market for securities of emerging
market countries influence investors perceptions of Chile, Brazil and Argentina and their
evaluation of companies securities located in these countries. During periods of heightened investor concern regarding emerging market economies, Brazil and
Argentina, in particular, have experienced significant outflows of U.S. dollars. In addition,
Brazilian and Argentine companies have faced higher costs for raising funds, both domestically and
abroad, as well as limited access to international capital markets. Finally, the prices of
Brazilian and Argentine securities have been significantly affected in a negative way by such
behavior. 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. 5




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Risks Relating to Chile Our business is dependent on economic conditions in Chile Approximately 54% of our assets and 49% of our net sales in 2004 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 4.3%
in 2000, 3.3% in 2001, 2.1% in 2002, 3.7% in 2003 and 5.7% in 2004. 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 consumer price index and as reported by the
Chilean National Institute of Statistics) in 2002, 2003, and 2004 were 2.8%, 1.1% and 2.4%,
respectively. We cannot assure you that Chilean inflation will not increase significantly. We
cannot assure you that, under competitive pressure, we will be able to realize said price
increases, which could adversely impact our financial condition and results of operations. 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, 2004, the value of the peso relative
to the U.S. dollar decreased approximately 26.92% in nominal terms (without adjusting for
inflation) and decreased 4.6% in real terms (adjusting for inflation), based on the Observed
Exchange Rates for U.S. dollars on December 31, 1997 and December 31, 2004. See Exchange Rates. Our Class A shares and Class B 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 American Depositary Receipts (ADRs). See
"Exchange Rates. 6




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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.
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 or
FEM), 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 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 was able to convert Chilean pesos to U.S. dollars, investors would receive dividends or
other distributions, if any, in Chilean pesos. Risks Relating to Brazil The Brazilian government has exercised and continues to exercise significant influence over
the Brazilian economy. This influence, as well as potentially volatile Brazilian political
and economic conditions, could adversely affect our business and the market price of our
shares and ADSs Approximately 28% of our assets and 31% of our consolidated net sales in 2004 were in Brazil.
Because demand for soft drinks and beverage products is usually 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 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. 7




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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. After two years of government under President Lula, the macroeconomic
uncertainty remains, although the level of confidence in the Brazilian market improved with the
4.7% appreciation in the value of the real compared to the U.S. dollar during 2004. 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. 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 12.5%, 10.4% and 6.1% in 2002, 2003 and 2004, 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 Brazilian economy 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 the results
of operations of Refrescos and consequently the market price of our common shares. We cannot assure
you that, under competitive pressure, we will be able to realize said price increases, which could
adversely impact our financial condition and results of operations. 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: 34.3% and 22.3% in 2002
and 2003, respectively. During 2004, the real appreciated 4.7% 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 real will 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. Depreciation of the real relative to the U.S. dollar may increase the cost of servicing
foreign currency-denominated debt that we have or may incur in the future, which could adversely
affect our results of operations and financial condition. Depreciation of the real also creates
additional inflationary pressures in Brazil that may negatively affect us. Depreciation generally
curtails access to international capital markets and may prompt recessionary government
intervention. It also reduces the U.S. dollar value of our revenues, distributions and dividends,
and the U.S. dollar equivalent of the market price of our common shares. On the other hand, the appreciation of the real against the U.S. dollar may
lead to the deterioration of Brazils public accounts and balance of payments, as well as to lower
economic growth from exports. 8




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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. Risks Relating to Argentina Our business is dependent on economic conditions in Argentina Approximately 18% of our assets and 20% of our net sales in 2004 were from Argentina. Because
demand for soft drinks and beverage products usually is correlated to economic conditions
prevailing in the local market, which in turn is dependent on the macroeconomic condition of the
country in which the market is located, the financial condition and results of operations of our
franchise in Argentina are, to a considerable extent, dependent upon political and economic
conditions prevailing from time to time in Argentina. In 2004, the Argentine economy experienced a
recovery from the acute economic crisis that prevailed from 1998 through 2003. The Argentine crisis
had a material adverse effect on our operations in Argentina. Notwithstanding the positive economic
results in 2004, we cannot assure you that economic conditions will continue to improve or that our
operations in Argentina will continue to experience improved results. Recent political and economic instability may recur which could have a material adverse
effect on our Argentine operations In the period from 1998 through 2003, Argentina experienced acute economic problems that
culminated with the recent restructuring of substantially all of Argentinas sovereign bond
indebtedness. During this period, Argentinas GDP contracted significantly peaking at 10.9% in 2002
compared to 2001. In 2003, GDP began to recover and grew 8.7% compared to 2002. In addition, a
succession of presidents were inaugurated during this crisis period and various states of emergency
were declared that suspended civil liberties and instituted restrictions on transfers of funds
abroad and foreign exchange controls, among other measures. The macroeconomic condition in Argentina recovered from the economic crisis, in part, as a
result of the following reasons:  
    
    low inflation;
    
    competitive exchange rate; 9




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
    
    fiscal and external surplus that resulted primarily from the suspension of payments
on the governments external debt;
    
    low interest rates;
    
    independent, expansive and prudent monetary policy; and
    
    institutional stability. The Argentine economy had two years of recovery, between 2003 and 2004, resulting in a
cumulative 18% increase in GDP over the period compared to 2002. During 2004, the Argentine economy continued to exhibit signs of stability. Real GDP growth
was 9.0% for the year. Both inflation and the peso nominal exchange rate were stable during 2004,
with variations of 6.1% and 1.7%, respectively. As of December 31, 2004, the exchange rate was
AR$2.98 per U.S. dollar compared to AR$2.93 per U.S. dollar as of December 31, 2003. Furthermore,
the employment situation improved. The unemployment rate reached 12.1% during the fourth quarter of
2004, which was a decrease of 26% from the levels it had reached during the 2002-2003 period. Activity began to recover in the second quarter of 2002 and was followed by ten consecutive
quarters of growth through the fourth quarter of 2004. A recovery in the international markets
resulted in positive economic results for Argentina and led to favorable agricultural export
prices, increased oil and industrial exports and increased exports to neighboring Latin American
countries. Various sectors of the economy have experienced growth rates during this period,
including industrial production which had accumulated a growth rate of 38.5%, equivalent to an
annual rate of approximately 12.6%. Private consumption also experienced significant growth during
this period and, in the second quarter of 2003 and 2004, private consumption grew faster than real
GDP. Investment experienced a strong recovery as of the last quarter of 2002, initiating a sequence
of eight consecutive positive periods of growth. Despite the improvement of the Argentine economy in 2004 and 2003 compared to 2002, certain
underlying structural problems of the Argentine economy, which have repeatedly 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 impact popular support for current and future presidential
administrations and political instability in Argentina. Further, although President Kirchners
Peronist party 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 and therefore 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. 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 in the past, the International Monetary
Fund (IMF) first suspended disbursements under its Stand-by Arrangement with the Argentine
Government in December 2001. These suspensions of disbursements caused significant instability in
the Argentine market and created economic uncertainty. In the first half of 2005, the Argentine government successfully restructured substantially
all of its sovereign bond indebtedness by extending an offer to holders of its defaulted bonds to
exchange their bonds for new bonds or cash. The aggressive terms proposed by the Argentine government to
holders of its defaulted bond debt created a significant backlash against the government. Although
more than 75% of the holders of the governments defaulted bonds participated in the exchange
offer, those bondholders were forced to accept significantly less than the principal amount of the
original debt they held. 10




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Despite the results of the restructuring, it is impossible to predict the effect that this
will have on investor confidence or on the Argentine economy. The government may again be faced
with the possibility of default on its newly issued bonds if economic recovery abates and a new
economic crisis emerges which could again have a material adverse effect on our results of
operation and prospects. In addition, the Argentine government must continue to honor principal and
interest payments to credit agencies including the IMF and World Bank without subsequent new loans
in order to avoid a default vis-à-vis such agencies. Finally, the government continues to face significant exposure litigation from holders of its
defaulted debt that did not participate in the governments exchange offer. At present, there are
actions in the United States, Italy and Germany, and it is impossible to determine what the outcome
of these proceedings will be. A judgment against the Argentine government in such pending cases
could result in a reduction in funding sources and investment capital, which could have a
significant effect on the Argentine governments capacity to implement reforms and reinstate
sustainable economic growth, all of which could adversely affect us. All such events could also impair Argentinas capacity to maintain the current economic
recovery and could result in a recession, higher inflation, unemployment and social discontent. 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 from our Argentine franchise Prior to January 6, 2002, the Argentine peso was pegged 1-to-1 to the U.S. dollar. After that
date, the Argentine peso has been allowed to float freely against the U.S. dollar and other foreign
currencies. In 2003, the Central Bank of Argentina removed several foreign exchange restrictions,
including elimination of the requirement that the Central Bank approve 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 not 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. 11




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Inflation in Argentina may adversely affect our operations which could adversely impact our
financial condition 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 monetary 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 wholesale price index 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%.
During 2004, the Argentine consumer price index increased 6.1% and the wholesale price index
increased 7.9%. In the past, inflation materially undermined the Argentine economy and the
Argentine governments ability to create conditions that would permit growth. Although in 2003 and
2004 there was a slowdown in the inflation indexes, we cannot assure you that this situation will
remain the same. During the first two months of 2005, consumer prices increased 2.4%, equivalent to an
annualized rate of 14.4%, a pace superior to the 5% to 8% range established in the Monetary Program
of the Central Bank for 2005, and a rate above the 7.9% rate stipulated in the national budget for
2005. The printing of money by the Central Bank (which intervenes in the exchange market and
maintains the price of the U.S. dollar high) and the complete utilization of the industrys
installed capacity (the current rate of investment is not sufficient in the face of the increasing
growth of demand) have been identified as the principal generators of the most recent inflationary
pressures. The devaluation of the Argentine peso and accompanying economic policy measures implemented by
the Argentine government in recent years 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 prices to our customers in line with the Argentine consumer price index.
We cannot assure you that, under competitive pressure, we will be able to realize said price
increases, which could adversely impact our financial condition and results of operations. 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 devaluation 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. 12




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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. In 2004, the peso showed signs of stability. It traded at AR$2.98 per U.S. dollar on December
31, 2004 and at AR$2.92 per U.S. dollar on March 31, 2005. On June 25, 2002, the peso had reached
AR$3.90 per U.S. dollar. 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. Given the economic and political uncertainties in Argentina, 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. Argentina continues to face political and economic uncertainty Although general economic conditions have shown improvement and political protests and social
disturbances have diminished considerably in 2004, the rapid and radical nature of the changes in
the Argentine social, political, economic and legal environment over the past five years and the
absence of a clear political consensus in favor of any particular set of economic policies raises
doubts about the countrys economic and political future. It is possible that, despite recent

economic growth, Argentina could return to a deeper recession, higher inflation and unemployment
and greater social unrest. We cannot assure you that laws and regulations implemented by the
Argentine government to regulate the economy will not continue to change in the future or that any
changes will not adversely affect our business, financial condition or results of operations. 13




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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 AnónimasNo. 18.046 and 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 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%). 14




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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 Bolsa de Comercio de Santiago(the Santiago
Stock Exchange), which is Chiles principal exchange, had a market capitalization of approximately
US$116,578 million at December 31, 2004 and an average monthly trading volume of approximately
US$1,098 million for 2004. The ten largest companies in terms of market capitalization represented,
at December 31, 2004, approximately 42.4% of the Santiago Stock Exchanges market capitalization.
We estimate that during 2004, fewer than 16.3% 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. 
 ITEM 4. INFORMATION ON THE COMPANY A. History and development of the Company Our Companys name is Embotelladora Andina S.A. The Company was incorporated and organized on
February 7, 1946 under the Chilean Companies Law as a sociedad anónima(stock corporation). An
abstract of the 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 is indefinite. 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. 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, 2004, 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 Río 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 Edasa, 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. During 1997, the operations of Romesa were merged into Inti. In 1999, Edasa was merged
into IASA. In 2000, IASA was merged into Inti, which in turn changed its corporate name to Edasa.
In December 2002, the board of directors of Edasa and Cipet, our Argentine subsidiary in charge of
the polyethylene perephtalate (PET), plastic bottle, packaging business in Argentina, decided to
merge Cipet into Edasa. 15




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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 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, that historically have been our core strength. In March 2000, through Refrescos, our Brazilian subsidiary, 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 Río de Janeiro and Minas Gerais (Nitvitgov Refrigerantes S.A., hereinafter,
NVG), for an aggregate purchase price of 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. In August 2004, Refrescos entered into a franchise swap agreement with the Brazilian
subsidiary of The Coca-Cola Company, Recofarma Industria do Amazonas Ltda., for (1) an exchange of
franchising rights, goods and other assets of Refrescos in the territory of Governador Valadares in
the State of Minas Gerais, and (2) other franchise rights of The Coca-Cola Company in the
territories of Nova Iguaçú in the state of Río de Janeiro, which was previously owned by Companhia
Mineira de Refrescos S.A. PET Joint Venture. In April 1996, through Multipack, we established Solução PET Ltda.
(Solução PET), a joint venture with Continental PET Technologies, Inc. (Continental today known
as Owens-Illinois, Inc.), 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
consummated other accessory obligations thereof. 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. 16




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##### Table of Contents



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 and various conversion periods were provided for
by our board of directors through 2000. On December 23, 1996, the Superintendency of Pension Fund Managers (Superintendencia de
Administradores de Fondos de Pensiones) decreed 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 that entitled 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 and operating 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 Inversiones del
Atlántico S.A.; in Argentina, Romesa was merged into Inti and in Brazil, we dissolved EBL Lanches
Ltda., a subsidiary of Refrescos. From 2001 to 2004, Andinas corporate restructuring, included:  
    
    the franchise swap agreement entered into in August 2004 by Refrescos with Recofarma
Industria do Amazonas Ltda., pursuant to which Refrescos exchange its franchising
rights in the territory of Governador Valadares for Recofarmas franchising rights in
the territory of Nova Iguaçú in Rio de Janeiro;
    
    the merger of Cipet with and into Edasa with Cipet becoming Edasas packaging
division;
    
    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 Edasa into IASA, which in turn was merged into Inti and the
simultaneous change in corporate name to Embotelladora del Atlantico S.A.; 17




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##### Table of Contents




    
    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
    
    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$25,241 million in 2004, Ch$25,977 million in 2003, and
Ch$24,681 million in 2002. In 2004, capital expenditures were principally related to the following: Chile  
    
    Investments for the replacement of obsolete equipment to increase operating efficiency;
    
    investments in bottles (glass and PET bottles) and bottle cases; and
    
    investments in new equipment to increase efficiency and production capacity. Brazil  
    
    Investments in glass bottles and bottle cases;
    
    investment in coolers, freezers, post-mix and other point-of-sale equipment; and
    
    acquisition of a new empty bottles inspection system ASEBI (All Surface Empty Bottle
Inspector) for the king size glass bottles filling lines. Argentina  
    
    Investments in bottles (glass and PET bottles) and bottle cases which represented
86.79% of our total capital expenditures in Argentina; and
    
    investments in new equipment to increase efficiency and production capacity. Juices and mineral water  
    
    Investments in machinery and equipment, including a new labeling machine;
    
    acquisition of a 350 kilowatt electric generating plant and improvements at the
electric substation; and
    
    extension of the useful life and improvement of operating efficiency of the
production lines. PET Packaging Investments in PET package facilities during 2004 included ordinary course maintenance and
investment designed to increase efficiency and reliability. 18




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The following table sets forth our capital expenditures for the periods indicated: Capital Expenditures by Territory and by Line of Business Year ended December 31,2004
    
    
    2003
    
    
    2002(millions of Ch$)Soft Drinks:Chilean territory
    
    Ch$
    14,710
    
    
    Ch$
    14,515
    
    
    Ch$
    14,180Brazilian territory
    
    
    7,555
    
    
    
    8,864
    
    
    
    6,196Argentine territory
    
    
    1,656
    
    
    
    1,530
    
    
    
    3,547Other Beverages:Vital
    
    
    845
    
    
    
    936
    
    
    
    528PET Packaging:Argentine territory
    
    
    475
    
    
    
    132
    
    
    
    230Total
    
    Ch$
    25,241
    
    
    Ch$
    25,977
    
    
    Ch$
    24,681
 In 2004, we invested approximately Ch$483 million in improvements to industrial
processes, industrial waste flow measurement equipment, laboratory analysis, environmental impact
consulting services and other studies. Divestitures In 2002, we sold our 3.8% stake in Cervejarias Kaiser S.A. (Kaiser) 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 Kaiser. 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 to Refrescos in the amount of approximately US$15 million. Furthermore, additional sales
proceeds expected to be realized in connection with the transaction have been guaranteed against
294,903 shares of common stock of Molson Inc. valued at approximately US$5.7 million which were
recently sold.  B.
    
    Business Overview 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 87.3% of our consolidated net sales in 2004. Through
Andina, we are the sole producer and distributor of Coca-Cola soft drinks in the Chilean territory;
through Refrescos, the sole producer and distributor of Coca-Cola soft drinks in the Brazilian
territory; and through Edasa, the sole producer and distributor of Coca-Cola soft drinks in the
Argentine territory. In 2004, we recorded consolidated net sales of Ch$361,360 million and total
sales volume of 336.3 million unit cases of soft drinks. 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 PET bottles primarily for our own use in the packaging
of Coca-Cola soft drinks in Chile and Argentina. In Brazil, we also distribute Kaiser brand beers. Our Products We produce, market and distribute the following Coca-Cola trademark beverages and brands
licensed from third parties throughout our Chilean, Brazilian and Argentine franchise territories: 19




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##### Table of Contents



Chile
    
    Brazil
    
    ArgentinaCoca-Cola
    
    x
    
    x
    
    xCoca-Cola Light
    
    x
    
    x
    
    xCoca-Cola Light Limón
    
    x
    
    xFanta Naranja
    
    x
    
    
    
    xFanta Naranja Light
    
    
    
    
    
    xFanta Mandarina
    
    xFanta Limón
    
    
    
    
    
    xFanta Pomelo
    
    
    
    
    
    xFanta Light
    
    xFanta Laranja
    
    
    
    xFanta Laranja Light
    
    
    
    xFanta Uva
    
    
    
    xFanta Uva Light
    
    
    
    xFanta Mix
    
    
    
    xFanta Manzana
    
    
    
    xFanta Citrus
    
    
    
    xFanta Morango
    
    
    
    xSprite
    
    x
    
    x
    
    xSprite Ice
    
    xSprite Zero
    
    x
    
    x
    
    xDiet SpriteQuatro
    
    xQuatro Pomelo
    
    
    
    
    
    xQuatro Limonada
    
    
    
    
    
    xNordic Mist Ginger Ale
    
    xNordic Mist Tónica
    
    xTaí
    
    xInka Cola
    
    xGuaraná Kuat
    
    
    
    xGuaraná Kuat Light
    
    
    
    xGuaraná Kuat Light com
    
    
    
    xSchweppes Club Soda
    
    
    
    xSchweppes Tónica
    
    
    
    x
    
    xSchweppes Citrus
    
    
    
    x
    
    xCrush Lima-Limón
    
    
    
    
    
    xCrush Naranja
    
    
    
    
    
    xCrush Pomelo Rosado
    
    
    
    
    
    xCepita Naranja
    
    
    
    
    
    xCepita Manzana
    
    
    
    
    
    xCepita Pomelo Rosado
    
    
    
    
    
    xVital
    
    xKin
    
    
    
    
    
    xSoda Kin
    
    
    
    
    
    xBonaqua
    
    
    
    xCaxambu
    
    
    
    xAndifrut
    
    xNectar Andina
    
    xHiC
    
    x
    
    
    
    xKapo
    
    x
    
    x
    
    xMontefiore
    
    
    
    
    
    xCarioca
    
    
    
    
    
    xBurn
    
    
    
    xNestea
    
    
    
    xKaiser
    
    
    
    xBavaria
    
    
    
    xSanta Cerva
    
    
    
    x
 20




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##### Table of Contents



Chile
    
    Brazil
    
    ArgentinaHeineken
    
    
    
    xChopp
    
    
    
    xXingu
    
    
    
    x
 We produce, market and distribute Coca-Cola soft drinks in our franchise territories
through standard bottler agreements between our bottler subsidiaries and the local subsidiary in
each jurisdiction 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, juice and mineral water markets, forming strategic alliances
with retailers to increase consumer demand for our products, increasing productivity, and by
further internationalizing our operations. 1. Soft Drink Business In 2004, our Coca-Cola soft drinks business accounted for net sales of Ch$361,360 million and
operating income of Ch$55,558 million representing 87.3% and 88.3% of our consolidated net sales
and operating income, respectively. Our Chilean soft drink operations accounted for net sales in 2004 of Ch$171,344 million; the
Brazilian soft drink operations for net sales of Ch$116,890 million; and the Argentine soft drink
operations for net sales of Ch$73,126 million. The following table sets forth, for the periods indicated, our net sales and volume of
Coca-Cola soft drinks sold in our franchise territories for the periods indicated. Year ended December 31, 2004Chile
    
    
    Brazil
    
    
    Argentina(in millions of Ch$ and UCs)Colas
    
    Ch$
    137,551
   
    
    88.7
    UCs
    
    Ch$
    94,712
   
    
    105.7
    UCs
    
    Ch$
    56,526
   
    
    70.2
    UCsFlavored soft drinks
    
    
    33,793
    
    
    
    20.8
    
    
    
    22,178
    
    
    
    27.8
    
    
    
    16,600
    
    
    
    
    23.1Total
    
    Ch$
    171,344
   
    
    109.5
    UCs
    
    Ch$
    116,890
   
    
    133.5
    UCs
    
    Ch$
    73,126
   
    
    93.3
    UCs
 21




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##### Table of Contents



Year ended December 31, 2003Chile
    
    
    Brazil
    
    
    Argentina(in millions of Ch$ and UCs)Colas
    
    Ch$
    135,246
   
    
    84.9
    UCs
    
    Ch$
    87,617
   
    
    99.2
    UCs
    
    Ch$
    47,159
   
    
   
    61.1
    UCsFlavored soft drinks
    
    
    33,731
    
    
    
    21.1
    
    
    
    23,202
    
    
    
    28.6
    
    
    
    16,405
    
    
    
    20.6Total
    
    Ch$
        168,977
    
   
   
    106.0
    UCs
    
    Ch$
    110,819
    
    
    127.8
    UCs
    
    Ch$
    63,564
   
    
    81.7
    UCs
 Year ended December 31, 2002Chile
    
    
    Brazil
    
    
    Argentina(in millions of Ch$ and UCs)Colas
    
    Ch$
    131,741
   
    
   
    81.0
    UCs
    
    Ch$
    103,661
   
    
   
    102.3
    UCs
    
    Ch$
        39,610
   
    
   
    47.6
    UCsFlavored soft drinks
    
    
    32,179
    
    
    
    18.7
    

    
    
    34,229
    
    
    
    33.9
    
    
    
    15,059
    
    
    
    18.3Total
    
    Ch$
        163,920
   
    
   
    99.7
    UCs
    
    Ch$
    137,890
   
    
   
    136.2
    UCs
    
    Ch$
    54,669
   
    
   
    65.9
    UCs
 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. 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. In Argentina, 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. The following table sets forth, for the periods indicated, our sales of Coca-Cola soft drinks
in Chile, Brazil and Argentina, by packaging type, measured as a percentage of total sales volume: Soft Drink Sales by Packaging Type Year Ended December 31,2004
    
    
    2003
    
    
    2002Chile
    
    
    Brazil
    
    
    Argentina
    
    
    Chile
    
    
    Brazil
    
    
    Argentina
    
    
    Chile
    
    
    Brazil
    
    
    Argentina% Total
    
    
    % Total
    
    
    % Total
    
    
    % Total
    
    
    % Total
    
    
    % Total
    
    
    % Total
    
    
    % Total
    
    
    % TotalMix
    
    
    Mix
    
    
    Mix
    
    
    Mix
    
    
    Mix
    
    
    Mix
    
    
    Mix
    
    
    Mix
    
    
    MixReturnable
    
    
    62.5
    
    
    
    11.1
    
    
    
    44.6
    
    
    
    61.7
    
    
    
    10.2
    
    
    
    40.9
    
    
    
    62.6
    
    
    
    9.4
    
    
    
    31.3Non-returnable
    
    
    33.3
    
    
    
    85.9
    
    
    
    54.4
    
    
    
    33.9
    
    
    
    86.6
    
    
    
    58.2
    
    
    
    33.0
    
    
    
    87.1
    
    
    
    67.9Post Mix
    
    
    4.2
    
    
    
    3.0
    
    
    
    1.0
    
    
    
    4.4
    
    
    
    3.2
    
    
    
    0.9
    
    
    
    4.4
    
    
    
    3.5
    
    
    
    0.8Total
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
 Sales Overview We measure sales volume in terms of unit cases (UCs). Unit cases refers to 192 ounces of
finished beverage product (24 eight-ounce servings). The following table illustrates our historical
sales volumes for each of our territories: 22




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##### Table of Contents



Soft Drink Sales Volumes Year ended December 31,2004
    
    
    2003
    
    
    2002(millions of UCs)Chile
    
    
    109.5
    
    
    
    106.0
    
    
    
    99.7Brazil
    
    
    133.5
    
    
    
    127.8
    
    
    
    136.2Argentina
    
    
    93.3
    
    
    
    81.7
    
    
    
    65.9
 Customers and Distribution As of December 31, 2004, we sold our products to approximately 42,578 customers in Chile,
46,942 customers in Brazil, and 42,822 customers in Argentina. 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. The following table sets forth, for the periods indicated, our sales of Coca-Cola soft drinks
in Chile, Brazil and Argentina, by type of customer, measured as a percentage of total sales
volume: Soft Drink Sales by Type of Customer Year ended December 31,2004
    
    
    2003
    
    
    2002Chile
    
    
    Brazil
    
    
    Argentina
    
    
    Chile
    
    
    Brazil
    
    
    Argentina
    
    
    Chile
    
    
    Brazil
    
    
    Argentina(%)Small- and medium-sized
retail establishments for
takeout
    
    
    46
    
    
    
    19
    
    
    
    32
    
    
    
    45
    
    
    
    16
    
    
    
    33
    
    
    
    47
    
    
    
    15
    
    
    
    33Wholesale distributors
    
    
    9
    
    
    
    24
    
    
    
    31
    
    
    
    9
    
    
    
    29
    
    
    
    26
    
    
    
    10
    
    
    
    32
    
    
    
    19Supermarkets
    
    
    25
    
    
    
    36
    
    
    
    17
    
    
    
    25
    
    
    
    35
    
    
    
    19
    
    
    
    23
    
    
    
    35
    
    
    
    22Restaurants, hotels and bars
    
    
    6
    
    
    
    16
    
    
    
    2
    
    
    
    6
    
    
    
    15
    
    
    
    2
    
    
    
    4
    
    
    
    13
    
    
    
    3Fast food outlets
    
    
    3
    
    
    
    2
    
    
    
    1
    
    
    
    3
    
    
    
    2
    
    
    
    1
    
    
    
    3
    
    
    
    2Convenience stores
    
    
    4
    
    
    
    1
    
    
    
    15
    
    
    
    4
    
    
    
    1
    
    
    
    17
    
    
    
    6
    
    
    
    1
    
    
    
    20Other
    
    
    7
    
    
    
    2
    
    
    
    2
    
    
    
    8
    
    
    
    2
    
    
    
    2
    
    
    
    7
    
    
    
    2
    
    
    
    3Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Chile. As of December 31, 2004, Andinas sales force in Chile consisted of 146
salespeople who call on most customers on average 1.6 times per week. For sales to major
supermarkets, we employ approximately 347 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. Our distribution system for our soft drink products consisted of a group of 13 exclusive
distributors, which are independent businesses that collectively deploy approximately 239 trucks,
depending on seasonal demand. We own an additional 31 trucks. The 13 distributors collectively
service all of our 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 62.5% of total unit cases of soft drinks sold in 2004. 23




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##### Table of Contents



Brazil. As of December 31, 2004, Refrescos sales force in Brazil consisted of an average of
354 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 2004, 13.7% were distributed by exclusive distributors, and
86.3% 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 2004, approximately 24% of
Refrescos soft drink sales were paid for in cash at the time of delivery, 20% were paid by check
to be cashed between one and ten days after delivery and 56% were paid between 10 and 45 days after
delivery by invoice. Payments by both checks and invoices were charged with interest. Argentina. As of December 31, 2004, approximately 29% of Edasas employees consisted of
salespeople, and approximately 83% of the sales force are salespersons, who call on customers
regularly. In 2004, 69% of Edasas Coca-Cola soft drinks were distributed by direct distribution
(trucking) and 31% by wholesale distribution. All of the direct distribution is done by a group of
independent transport companies (each with three or more trucks). In 2004, approximately 74% of
Edasas soft drink sales were paid for in cash and 26% were credit sales. Approximately 1.2% of
credit sales were paid by short-term credit to be paid for within one to eight days after delivery,
17.8% of credit sales were made by simple account and 7% 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 InformationRisk FactorsRisks Related to our
CompanyWe are engaged in a highly competitive business that is subject to price competition and
that may impact our net profits and margins. Chile.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-Cola products and its own brands (soft drinks and mineral water). Brazil.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 Río 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. Argentina.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-Cola products in the province of Mendoza; Baesa produces
Pepsi-Cola 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. 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. 24




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##### Table of Contents



We estimate that in 2004, our average soft drink market share within our franchise territories
reached 67.6%, 52.8%, and 51.4% for Chile, Brazil, and Argentina, respectively (source: A.C.
Nielsen). The following table presents the market share of our main competitors in Chile, Brazil and
Argentina for the periods indicated: Market ShareYear ended December 31,2004
    
    
    2003
    
    
    2002Chile
    
    
    Brazil
    
    
    Argentina
    
    
    Chile
    
    
    Brazil
    
    
    Argentina
    
    
    Chile
    
    
    Brazil
    
    
    Argentina(%)Coca-Cola soft drinks
    
    
    68
    
    
    
    53
    
    
    
    51
    
    
    
    67
    
    
    
    52
    
    
    
    33
    
    
    
    66
    
    
    
    53
    
    
    
    52ECUSA soft drinks
    
    
    19
    
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    26
    
    
    
    20
    
    
    
    
    
    
    
    Pepsi-Cola and 7 Up
products
    
    
    4
    
    
    
    6
    
    
    
    17
    
    
    
    4
    
    
    
    17
    
    
    
    19
    
    
    
    4
    
    
    
    5
    
    
    
    20Pritty products
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    11
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    9Antarctica products
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    8
    
    
    
    Brahma products
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17
    
    
    
    
    
    
    
    3
    
    
    
    Other
    
    
    9
    
    
    
    32
    
    
    
    22
    
    
    
    9
    
    
    
    20
    
    
    
    2
    
    
    
    10
    
    
    
    31
    
    
    
    19Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 
 Source: A.C. Nielsen Seasonality Each of our lines of business is seasonal. Most of our beverage products have their highest
sales volumes during the South American summer (October through March), with the exception of
nectar products, which have a higher sales volume during the South American winter (April through
September). Our Chilean and Argentine operations generally experience higher levels of seasonal
price fluctuations than our Brazilian operations. 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 risks 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 and results of operations. We cannot assure you that these
currencies will devaluate against the U.S. dollar in the future. 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. 25




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##### Table of Contents



Chile: raw materials.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 in 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. 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 Hermanos. S.A.I.C.F.e.i. Bottle tops and labels are
purchased from Alusud, Mecesa, Tapón Corona Colombia and other suppliers. In 2004, principal raw material (including packaging) accounted for 77% of the total cost of
sales for our Coca-Cola soft drinks in Chile. As a percentage of total costs for raw materials, the
cost of concentrate accounted for 49.3%, sugar and artificial sweeteners for 14.8%, cans for 21.3%,
one-way bottles for 11.1%, bottle tops for 2.8%, and carbon dioxide gas for 0.7%. Water did not
constitute a significant raw material cost. Brazil: raw materials. Refrescos purchases concentrate in the city of Manaus at prices
established by The Coca-Cola Company. Manaus has been designated as a duty-free development zone by
the Brazilian government. Refrescos 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, Edasas Packaging Division and Cía. Ind. São Paulo e Río (Cisper), and metal bottle
caps from Aro. Refrescos purchases water from the municipality of Río de Janeiro. In 2004, the principal raw materials used in our operations (including packaging) at Refrescos
accounted for 69.9% of the total cost of sales. As a percentage for total costs for raw materials,
the cost of concentrate accounted for approximately 26%, bottles for 32.7%, cans for 23%, sugar and
artificial sweeteners for 13.1%, bottle tops for 4.4% and 0.8% for carbon dioxide gas. Argentina: raw materials. 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 C.P.I Argentina SA; sweeteners (light) from Productos de Maíz S.A. and carbon
dioxide gas from Praxair S.A. and Air Liquide S.A. Edasa produces non-returnable and returnable PET
bottles through Edasas Packaging Division, 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 Córdoba, 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. and Sanlufilm S.A.; and carton from Zucamor
S.A.I.C.F.I. y A. and Cartocor S.A. In 2004, principal raw material accounted for 73% of the total cost of sales for Edasa soft
drinks. As a percentage of total cost for raw material, the cost of concentrate accounted for
approximately 48.1%, bottles for 25.1%, sugar for 21.5%, cans for 2.2%, bottle tops for 4.3% and
carbon dioxide gas for 0.9%. PET Packaging: raw materials. 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,
Invista SARL (kosa), Far Eastern Textile LTD and Nan Ya. In 2004, the Edasa Packaging Divisions
cost for PET resin accounted for 95% of the total variable cost of its sales of PET bottles. 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 2004, we
paid approximately 50% of the advertising and promotional expenses incurred by The Coca-Cola
Company in our franchise territories. Nearly all media advertising and promotional materials
for Coca-Cola soft drinks are produced and distributed by The Coca-Cola Company. See Item 7. Major
Shareholders and Related Party TransactionsBottler Agreements. 26




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##### Table of Contents



Channel Marketing. In order to provide more dynamic and specialized marketing of our products,
our strategy is to segment our market and develop targeted efforts for each segment or distribution
channel. Our principal channels are small retailers, on-premise consumption such as restaurants
and bars, supermarkets and third party distributors. Presence in these channels entails a
comprehensive and detailed analysis of the purchasing patterns and preferences of various groups of
soft drink consumers in each type of location or distribution channel. In response to this
analysis, we seek to tailor our product, price, packaging and distribution strategies to meet the
particular needs of and exploit the potential of each channel. We believe that the implementation of our channel marketing strategy also enables us to
respond to competitive initiatives with channel-specific responses as opposed to market-wide
responses. This focused response capability isolates the effects of competitive pressure in a
specific channel, thereby avoiding costlier market-wide responses. Our channel marketing activities
are facilitated by our management information systems. We have invested significantly in creating
such systems, including in hand-held computers to support the gathering of product, consumer and
delivery information required to implement our channel marketing strategies effectively for most of
our sales routes in Chile, Brazil and Argentina. We will continue investing to increase pre-sale
coverage in certain of our new territories. Marketing Expenditure.Our consolidated total marketing and advertising expenditures in 2004
were Ch$12,981 million. Retailer Incentive Programs We have implemented incentive programs to provide retailers with commercial refrigerators for
the display and cooling of soft drink products and for point-of-sale display materials. We seek, in
particular, to increase the distribution of coolers among retailers to magnify the visibility and
consumption of our products and to ensure that they are sold at the proper temperature. Sales
promotions include sponsorship of community activities, sporting, cultural and social events, and
consumer sales promotions such as contests, sweepstakes and product giveaways. Advertising We advertise in all major communications media. We focus our advertising efforts on increasing
brand recognition by consumers and improving our customer relations. National advertising campaigns
are designed and proposed by The Coca-Cola Companys local affiliates, with our input at the local
or regional level. 2. Other Beverages Chile. In addition to Coca-Cola soft drinks, through Vital, we produce and sell juices and
mineral water in Chile under the labels Andina Frut, Andina Néctar, Andina Hi-C, Kapo, and Vital. Brazil. We distribute beer under the Kaiser, Bavaria, Heineken, Santa Cerva and Xingu labels.
We also distribute mineral water under the Bonaqua and Caxambu labels; and sell and distribute
ready-to-drink juices under the Kapo brand name; energy drinks under the Burn brand name; and
Nestea iced tea. Argentina. We distribute ready-to-drink juices under the Hi-C and Cepita brand names, which
compete with other recognized brands such as Ades and Baggio. We also produce and sell mineral
water under the Kin brand name (with and without gas) and soda Kin, which compete with well-known
brands such as Villavicencio, Eco de Los Andes and Glaciar. 27




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##### Table of Contents



The trademarks Andina Frut, Andina Néctar, Andina 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: Andina Frut (natural fruit juices), Andina Néctar (fruit nectars), Andina Hi-C (fruit
refreshment with vitamins), Kapo (artificially flavored fruit drinks), and Vital (mineral water). Sales. In 2004, net sales of juices and mineral water in Chile represented 7.3% of our
consolidated net sales. On a consolidated basis, sales of juices and mineral water in Chile were
Ch$30,324 million, reflecting additional revenue we received from Vitals sales to third parties
together with Andinas operating margin realized from the sale and distribution of these products.
During 2004, the juice and mineral water industry in Chile experienced a 7.3% increase in sales
volume. The following table sets forth for the periods indicated, Vitals net sales and sales by
volume of unit cases of juices and mineral water: Juices and Mineral Water Sales by Net Sales and Volume(1) Year-ended December 31,2004
    
    
    2003
    
    
    2002(in millions of Chilean pesos and UCs)Andina Frut
    
    Ch$
    6,750
   
    
    4.0
    UCs
    
    Ch$
    6,692
   
    
   
    3.7
    UCs
    
    Ch$
    6,413
   
   
   
    3.7
    UCsAndina Néctar
    
    
    5,230
    
    
    
    3.2
    
    
    
    5,109
    
    
    
    3.0
    
    
    
    4,812
    
    
    
    2.7Kapo
    
    
    3,728
    
    
    
    3.0
    
    
    
    4,059
    
    
    
    3.2
    
    
    
    4,494
    
    
    
    3.5Andina HI-C
    
    
    659
    
    
    
    0.4
    
    
    
    815
    
    
    
    0.4
    
    
    
    157
    
    
    
    0.1Vital (mineral water)
    
    
    8,682
    
    
    
    9.4
    
    
    
    8,385
    
    
    
    8.6
    
    
    
    8,166
    
    
    
    8.2Total(2)
    
    Ch$
    25,049
   
    
    20.0
    UCs
    
    Ch$
    25,060
   
    
    18.9
    UCs
    
    Ch$
    24,042
   
    
    18.2
    UCs
 
 (1)
    
    Reflects the sale of Vital to bottlers of The Coca-Cola Company.(2)
    
    Includes sales to related companies which is eliminated upon consolidation. Marketing.Marketing and promotional 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 between us and two other Coca-Cola bottlers. In 2004, Andina
distributed approximately 55 of Vitals products, and the other two Coca-Cola bottlers in Chile
distributed an aggregate of 45%. 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 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. 28




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##### Table of Contents



Competition. Vitals principal competitors are Cachantún-Mineral Water and Watts juices,
Corpora Tres Montes and four of the leading dairy producers in Chile: Soprole S.A., Loncoleche
S.A., Nestlé Chile S.A. and Parmalat. Watts and Loncoleche are both subsidiaries of Santa Carolina
S.A. 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. We estimate that in 2004, our market share within our Chilean franchise territories reached
10% for Kapo, 14% for Andina Nectar, 12% for Andina Frut, and 29% for Vital mineral water. Source:
A.C. Nielsen. Raw materials. 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 2004, the cost of raw
materials (including packaging) accounted for 81% 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 8.9%, sugar and artificial sweeteners for 6.7%, flavors aromas and citric acid for
19.7%, containers for 34.3%, packaging material for 4.9%, and carbon dioxide gas for 0.2%. Beer, Juices and Mineral Water in Brazil Sales. In 2004, net sales of beer, juices, mineral water, iced tea and energy drinks in Brazil
were Ch$11,068 million, representing 2.7% of our consolidated net sales. Refrescos uses its distribution system to distribute beer in the Brazilian territory.
Refrescos started distributing beer in the 1980s as a result of the acquisition of Kaiser by a
consortium of Coca-Cola bottlers (including Refrescos) 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 to its
customers 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 2004, Refrescos net sales of beer were
Ch$6,647 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 2004 beer sold by Kaiser and Ambev accounted for 3.2% and 74.8%, 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. 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 as may be mutually agreed in writing between Refrescos and Kaiser. 29




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Under the terms of the Kaiser distribution agreement, Kaiser assumes all responsibility for
planning and managing advertising, marketing and promotional activities related to Kaiser beer
brands. Refrescos, however, is free to undertake marketing or promotional activities with 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
Río 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. 3. PET Packaging Overview and Background The Edasa Packaging Division was established in 1987 by the Coca-Cola Company and Cía.
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 and became Edasas packaging
division. In 2004, the Cipet 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PET Joint Venture. We produce PET bottles in both returnable and non-returnable formats. 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 Cipet in Argentina. The sublicense held by Cipet (now
Edasas packaging division) expires in December 2006 and is automatically renewable. The sublicense
held by CMF Envases 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 Cipet, 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 2004, the Edasa Packaging Division had net sales of Ch$22,423 million with sales to
affiliates representing 56% of such sales. The Edasa Packaging Division also sold PET bottles to
third parties accounting for approximately Ch$9,965 million or 44% of the Edasa Packaging
Divisions net sales. 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. 30




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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 (formerly 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 Argentina, Paraguay and Uruguay. 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 operations were 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 its PET packaging needs from Amcor, a global PET bottle
manufacturer, and 40% from the Edasa Packaging Division. 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. 4. Patents and Licenses The Company has entered into Bottling Agreements with The Coca-Cola Company, by which it has
the license to produce and distribute Coca-Cola brand products within its operating franchise
territories in Chile, Brazil and Argentina. The Companys operations are highly dependent on
maintaining and renewing the Bottler Agreements which provide for the production and distribution
of Coca-Cola brand products. The duration, renewal and maintenance terms of the Bottler Agreements
are set forth in Item 7. 5. 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 in each of our franchise territories. 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 Chilean
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). Our mineral water production facilities have
received the required certification. 31




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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 the Ministry of Health, which oversees diet
products (together, the Ministry). Our permits from the Ministry are valid and in force for a
term of ten years for each product we produce. Although we cannot assure you that they will be
renewed, we have not experienced any material difficulties in renewing our permits in the past 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 the protection of the environment is not as well-developed in the franchise
territories as in the United States and other industrialized countries, we expect that additional
laws and regulations may be enacted in the future with respect to environmental matters that may
impose additional restrictions on us which could materially or adversely affect our results of
operations 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. 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 which monitors the usage behavior of renewable and nonrenewable resources. 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. 32




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During 2003, the plants of Rengo and Vital certified for their production processes, Hazard
Analysis and Critical Control Point (HACCP) system under the Codex Alimentarius, as well as the
Carlos Valdovinos plant. We believe that, to the best of our knowledge, we are in compliance, in all material respects,
with 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 establishes the broad
guidelines for the new treatment of 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
Engenharia do Meio-Ambiente(FEEMA), the principal environmental authority in Río de Janeiro.
FEEMA periodically inspects industrial sites and tests liquid waste for contamination. We believe
to the best of our knowledge that we are in compliance in all material respects with the standards
established by all the governmental authorities applicable to our operations in Brazil. 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. 33




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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 laws establishing a
framework for the 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 principal subsidiaries as of December 31,
2004. Operating
    
    
    
    Country of
    
    PercentageSubsidiaries
    
    Activity
    
    incorporation
    
    ownershipVital 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
    
    
    99.99Servicios Multivending
Ltda.
    
    Retail sale of consumer products through
automatic vending machines
    
    Chile
    
    
    99.99Transportes Andina
Refrescos Ltda.
    
    Provision and exploitation of and
management of national and international
land transportation
    
    Chile
    
    
    99.99Río 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
    
    
    99.99Embotelladora 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
    
    
    99.99Abisa Corp. S.A.
    
    Investment Company
    
    British Virgin
Islands
    
    
    99.99
 34




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The following charts represents the Companys direct and indirect ownership participations in
subsidiaries and affiliates: (FLOW CHART) 35




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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 in square meters, our principal
properties and facilities in each of the franchise territories: Location
    
    Principal Use
    
    Size(m2)Chile:Santiago
    
    Offices; Coca-Cola soft drinks
production/Warehouse
    
    
    97,912Renca
    
    Warehouse
    
    
    265,988Rancagua
    
    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
    
    
    195,375Cachoeiro do Itapemirim
    
    Warehouse
    
    
    8,000Vitória
    
    Warehouse; Coca-Cola soft drinks
production
    
    
    93,320Itambi
    
    Warehouse
    
    
    131,420Cabo Frio
    
    Warehouse
    
    
    1,985Campos
    
    Warehouse
    
    
    24,200Nova Iguaçú
    
    Warehouse
    
    
    79,958Argentina: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
    
    
    923,360Río 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. 36




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Year Ended December 31,2004
    
    
    2003Capacity
    
    
    
    
    
    
    
    
    
    
    CapacityUtilization
    
    
    
    
    
    
    
    
    
    
    UtilizationAnnual
    
    
    Average
    
    
    During
    
    
    Annual
    
    
    Average
    
    
    DuringTotal
    
    
    Capacity
    
    
    Peak
    
    
    Total
    
    
    Capacity
    
    
    PeakInstalled
    
    
    Utilization
    
    
    Month
    
    
    Installed
    
    
    Utilization
    
    
    MonthCapacity
    
    
    (%)
    
    
    (%)
    
    
    Capacity
    
    
    (%)
    
    
    (%)Coca-Cola soft
drinks (millions of
UCs):Chile
    
    
    151
    
    
    
    65
    
    
    
    86
    
    
    
    151
    
    
    
    61
    
    
    
    81Brazil
    
    
    204
    
    
    
    66
    
    
    
    83
    
    
    
    216
    
    
    
    60
    
    
    
    72Argentina
    
    
    129
    
    
    
    73
    
    
    
    90
    
    
    
    118
    
    
    
    64
    
    
    
    90Other Beverages
(millions of UCs)
    
    
    45
    
    
    
    44
    
    
    
    63
    
    
    
    45
    
    
    
    42
    
    
    
    49PET packaging
(millions of
bottles)
    
    
    639
    
    
    
    93
    
    
    
    100
    
    
    
    639
    
    
    
    82
    
    
    
    100
 Total installed annual production capacity assumes production of the mix of products and
containers produced in 2004. In 2004, we continued to modernize and renovate our manufacturing
facilities in order to maximize efficiency and productivity. At present, we estimate we have the
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. As of December 31, 2004, we had total installed annual production capacity, including soft
drinks, fruit juices and mineral water, of 529 million unit cases. Our primary facilities include:  
    
    one soft drink production facility with eight production lines in the Chilean
territory, with total installed annual capacity of 151 million unit cases (29% of our
total installed annual capacity);
    
    through Vital in the Chilean territory, one fruit juice production facility, with
six production lines and one mineral water production facility with four production
lines, with total installed annual capacity of 45 million unit cases (8% of our total
installed annual capacity);
    
    two soft drink production facilities with eleven production lines in the Brazilian
territory with total installed annual capacity of 204 million unit cases (39% of our
total installed annual capacity); and
    
    one soft drink production facility with seven production lines in the Argentine
territory with a total installed annual capacity of 129 million unit cases (24% of our
total installed annual capacity). 
 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 28 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. 37




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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 basic 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 28 of the notes to the Consolidated
Financial Statements. Factors Affecting Comparability During 2004, 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 Estimates Discussion of critical accounting estimates 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 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 outstanding. As of December 31, 2004, our accounts receivable balance was Ch$57,494
million, net of allowances for doubtful accounts of Ch$3,432 million. Historically, on a
consolidated basis, doubtful accounts have averaged less than 1% of consolidated net sales. 38




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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. Free cash flows in Brazil and Argentina discounted at a rate of
12% resulted in a higher result than the amount for the corresponding assets (including goodwill)
of the Companys Brazilian and Argentine subsidiaries. Had discounted cash flows been reduced by
15%, the resulting amount would still be sufficient to cover the amount of the corresponding asset. Goodwill and other intangible assets Goodwill and other intangible assets are recorded at 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 expenses 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 2001, 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. 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 from the customer or distributor 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 for deposits 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. 39




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##### Table of Contents



Since February 2001, liability for deposits was changed to a system in which customers have
five years from the date of invoicing to recover the deposit after returning the bottles and cases
to us in good condition together with the original invoice. After that date, if the customer does
not exercise the option, the Company is allowed to reverse the liability in accordance with Chilean
GAAP. Due to the time elapsed since the adoption of this policy, no material adverse impact is
expected with respect to any liability existing before February 2001.  A.
    
    Operating Results Summary of Operations The Company primarily produces and distributes 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 the Companys operations in Chile, Brazil and Argentina, respectively, expressed in each case
in millions of Chilean pesos with purchasing power as of December 31, 2004, and as a percentage of
consolidated net sales or operating income, as the case may be: Year ended December 31,2004
    
    
    2003
    
    
    2003(amounts in millions of Ch$)Net sales:Chile
    
    Ch$
    201,668
    
    
    
    48.7
    %
    
    Ch$
    199,021
    
    
    
    50.2
    %
    
    Ch$
    193,656
   
    
    
    47.0
    %Brazil
    
    
    127,958
    
    
    
    30.9
    
    
    
    121,601
    
    
    
    30.7
    
    
    
    148,034
    
    
    
    35.9Argentina
    
    
    87,954
    
    
    
    21.3
    
    
    
    78,084
    
    
    
    19.7
    
    
    
    70,770
    
    
    
    17.1Intercountry eliminations
    
    
    (3,826
    )
    
    
    (0.9
    )
    
    
    (2,178
    )
    
    
    (0.5
    )
    
    
    (180
    )
    
    
    Total
    
    Ch$
    413,754
    
    
    
    100.0
    %
    
    Ch$
    396,528
    
    
    
    100.0
    %
    
    Ch$
    412,280
    
    
    
    100.0
    %Operating income:Chile
    
    Ch$
    40,502
    
    
    
    64.4
    %
    
    Ch$
    38,134
   
    
    
    78.0
    %
    
    Ch$
    37,480
   
    
    
    87.2
    %Brazil
    
    
    13,259
    
    
    
    21.1
    
    
    
    7,166
    
    
    
    14.7
    
    
    
    5,758
    
    
    
    13.4Argentina
    
    
    9,125
    
    
    
    14.5
    
    
    
    3,592
    
    
    
    7.3
    
    
    
    (253
    )
    
    
    (0.6
    )Total
    
    Ch$
    62,886
    
    
    
    100.0
    %
    
    Ch$
    48,892
    
    
    
    100.0
    %
    
    Ch$
    42,985
    
    
    
    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 with purchasing power as of December 31, 2004, and as a percentage of consolidated net sales
or operating income, as the case may be: 40




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##### Table of Contents



Year ended December 31,2004
    
    
    2003
    
    
    2002(amounts in millions of Ch$)Net sales:Soft drinks
    
    Ch$
    361,360
    
    
    
    87.3
    %
    
    Ch$
    343,360
    
    
    
    86.6
    %
    
    Ch$
    356,480
    
    
    
    86.5
    %Other beverages(1)
    
    
    42,429
    
    
    
    10.3
    
    
    
    41,624
    
    
    
    10.5
    
    
    
    40,754
    
    
    
    9.9Packaging
    
    
    9,965
    
    
    
    2.4
    
    
    
    11,543
    
    
    
    2.9
    
    
    
    15,046
    
    
    
    3.6Total
    
    Ch$
    413,754
    
    
    
    100.0
    %
    
    Ch$
    396,528
    
    
    
    100.0
    %
    
    Ch$
    412,280
    
    
    
    100.0
    %Operating income:Soft drinks
    
    Ch$
    55,558
    
    
    
    88.3
    %
    
    Ch$
    44,376
    
    
    
    90.8
    %
    
    Ch$
    36,936
    
    
    
    85.9
    %Other beverages(1)
    
    
    5,421
    
    
    
    8.6
    
    
    
    3,790
    
    
    
    7.8
    
    
    
    4,985
    
    
    
    11.6Packaging
    
    
    1,907
    
    
    
    3.0
    
    
    
    726
    
    
    
    1.5
    
    
    
    1,064
    
    
    
    2.5Total
    
    Ch$
    62,886
    
    
    
    100.0
    %
    
    Ch$
    48,892
    
    
    
    100.0
    %
    
    Ch$
    42,985
    
    
    
    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, expressed in millions of Chilean pesos with purchasing power as of
December 31, 2004: Year ended December 31,2004
    
    
    2003
    
    
    2002(amounts in millions of Ch$)Net sales
    
    Ch$
    413,754
    
    
    
    100.0
    %
    
    Ch$
    396,528
    
    
    
    100.0
    %
    
    Ch$
    412,280
    
    
    
    100.0
    %Cost of sales
    
    
    (253,652
    )
    
    
    (61.3
    )
    
    
    (253,393
    )
    
    
    (63.9
    )
    
    
    (271,408
    )
    
    
    (65.8
    )Gross profit
    
    
    160,102
    
    
    
    38.7
    
    
    
    143,135
    
    
    
    36.1
    
    
    
    140,872
    
    
    
    34.2Administrative and
selling expenses
    
    
    (97,216
    )
    
    
    (23.5
    )
    
    
    (94,243
    )
    
    
    (23.8
    )
    
    
    (97,887
    )
    
    
    (23.7
    )Operating income
    
    
    62,886
    
    
    
    15.2
    
    
    
    48,892
    
    
    
    12.3
    
    
    
    42,985
    
    
    
    10.5Non-operating
income (expenses),
net
    
    
    (18,780
    )
    
    
    (4.5
    )
    
    
    (31,706
    )
    
    
    (8.0
    )
    
    
    8
    
    
    
    Income taxes,
minority interest
(net)
    
    
    (3,947
    )
    
    
    (1.0
    )
    
    
    (1,038
    )
    
    
    (0.3
    )
    
    
    (8,807
    )
    
    

    (2.1
    )Net income
    
    Ch$
    40,159
    
    
    
    9.7
    %
    
    Ch$
    16,148
    
    
    
    4.1
    %
    
    Ch$
    34,185
    
    
    
    8.4
    %
 Results of Operations for the Years Ended December 31, 2004 and 2003 Chile
    
    
    Brazil
    
    
    Argentina
    
    
    Total(1)2004
    
    
    2003
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003(in millions of Ch$)Net sales
    
    Ch$
    201,668
    
    
    Ch$
    199,021
    
    
    Ch$
    127,958
    
    
    Ch$
    121,601
    
    
    Ch$
    87,954
    
    
    Ch$
    78,084
    
    
    Ch$
    413,754
    
    
    Ch$
    396,528Cost of sales
    
    
    (119,438
    )
    
    
    (119,726
    )
    
    
    (79,373
    )
    
    
    (80,155
    )
    
    
    (58,667
    )
    
    
    (55,690
    )
    
    
    (253,652
    )
    
    
    (253,393
    )Gross profit
    
    
    82,230
    
    
    
    79,295
    
    
    
    48,585
    
    
    
    41,446
    
    
    
    29,287
    
    
    
    22,394
    
    
    
    160,102
    
    
    
    143,135Administrative and
selling expenses
    
    
    (41,728
    )
    
    
    (41,161
    )
    
    
    (35,326
    )
    
    
    (34,280
    )
    
    
    (20,163
    )
    
    
    (18,802
    )
    
    
    (97,216
    )
    
    
    (94,243
    )Operating income
    
    Ch$
    40,502
    
    
    Ch$
    38,134
    
    
    Ch$
    13,259
    
    
    Ch$
    7,166
    
    
    Ch$
    9,125
    
    
    Ch$
    3,592
    
    
    Ch$
    62,886
    
    
    Ch$
    48,892
 
 (1)
    
    The total does not equal the sum of all the franchise territories due to intercountry
eliminations. Net Sales Our consolidated net sales in 2004 were Ch$413,754 million, representing a 4.3% improvement
over the Ch$396,528 million recorded in 2003. The increase in 2004 was principally due to an
increase of 6.3% in consolidated volume sales, a 1.9% decrease in net sales per unit case in real
terms in Chile and a 6.1% appreciation of the Chilean peso compared to the U.S. dollar. On December
31, 2004, the observed 41




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exchange rate of Ch$557.4 per U.S. dollar was 6.1% higher than the Ch$593.8 per U.S. dollar
recorded on December 31, 2003. This appreciation affected the Brazilian and Argentine figures when
translated to Chilean pesos at year-end 2004. Our sales volume in 2004 increased 6.3% in comparison
to 2003. Net sales of Coca-Cola soft drinks increased 5.2% during 2004, net sales of other
beverages increased 1.9% and net sales of PET packaging decreased 13.7%, in each case, as compared
to 2003. In Chile, net sales were Ch$201,668 million in 2004, representing a 1.3% increase compared to
2003. Net sales of Coca-Cola soft drinks in Chile in 2004 amounted to Ch$171,344 million,
representing an increase of 1.4% compared to 2003. This increase in Chilean net sales was due
primarily to a 3.6% increase in volume sales, reaching 129.5 million unit cases, which was
partially offset by a 1.9% decrease of net sales per unit case in real terms. During 2004, the
average market volume share of our franchise in Chile grew from 66.7% in 2003 to 67.8%, principally
due to market strategies focused on increasing consumption opportunities through adequate price and
formats offerings aimed at different consumption occasions and types of consumers. This situation
has enabled us to continue increasing our average volume market share and also to increase our
average value market share, which went from 69.0% in 2003 to 70.2% during 2004. Net sales of fruit juices and mineral water to third parties in Chile were Ch$30,324 million
in 2004, representing an increase of 0.9% from 2003. This increase in net sales is explained by
higher sales volume, which was offset by a 4.6% decrease in average income per unit case of these
products, due to marketing promotions developed during 2004 to deepen penetration of mineral water
products. In Brazil, net sales in 2004 were Ch$127,958 million, 5.2% higher than in 2003. Net sales of
Coca-Cola soft drinks in Brazil were Ch$116,890 million, representing a 5.5% increase compared to
2003. This increase is principally explained by the increase in volume of soft drinks of 4.5% from
2003, reaching 133.5 million unit cases in 2004. Net sales per unit case increased 1% in 2004 as a
result of price adjustments implemented in the same year. The 6.1% appreciation of the Chilean peso
exchange rate versus the U.S. dollar had a negative effect on the conversion of Brazilian real
figures to Chilean pesos. On the other hand, the Companys beer, juice and mineral water operations in Brazil generated
net sales in 2004 of Ch$11,068 million, representing a 2.7% increase from 2003. Net sales per unit
case of the aggregate volume of beer, juice and mineral water grew 8.4% in real terms, offsetting
the 5.3% decrease in volume sales of these beverages. In Argentina, net sales in 2004 were Ch$87,954 million, representing a 12.6% increase from

2003. This increase is principally explained by a higher total sales volume of 14.1% during 2004
that was partially offset by a drop in average income per unit case of 1.3% in real terms. Net
sales per unit case expressed in Argentine pesos, increased by 3.7% in real terms, which was
partially offset by the effect of the translation of these figures to Chilean pesos due to the
appreciation of the Chilean currency. Sales volume of Coca Cola soft drinks in 2004 grew 14.3% from
2003, reaching 93.3 million unit cases. This growth was driven mainly by the returnable bottle
format that, as in 2003, continued to grow as a percentage of the total products in the Companys
portfolio, increasing from 40% of total sales volume in 2003 to 43.7% in 2004. Net sales of PET packaging in Argentina were Ch$9,965 million in 2004, representing a decrease
of 13.7% compared to 2003. Sales volume in 2004 was 11,527 tons of resin, which represents a
decrease of 16.4% as compared to volume sales in 2003. Cost of Sales Cost of sales were Ch$253,652 million in 2004, representing 61.3% of net sales, compared to
Ch$253,393 million, or 63.9% of net sales in 2003. The decrease in cost of sales as a percentage of
net sales in 2004 was principally attributable to effective negotiations achieving better terms on
anticipated purchases of raw materials (which offset the increase in the price of resin) and to the
average appreciation of local 42




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##### Table of Contents



currencies versus the U.S. dollar, which resulted in lower dollar-denominated costs.
On average, during 2004, the Chilean peso appreciated by 12%, the Brazilian real by 6% and the
Argentine peso by 1.6% in each case against the U.S. dollar, as compared to 2003. For our Chilean operations, cost of sales represented 59.2% compared to 60.2% of Chilean net
sales in 2003. For our Brazilian operations, cost of sales represented 62.0% of Brazilian net sales
in 2004, compared to 65.9% in 2003. For the Argentine operations, cost of sales represented 66.7%
of Argentine net sales in 2004, compared to 71.3% in 2003. Gross Profit Due to the aforementioned, gross profit in 2004 increased by 11.9%, reaching Ch$160,102
million, or 38.7% of net sales, compared to Ch$143,135 million, or 36.1% of net sales in 2003. Administrative and Selling Expenses Administrative and selling expenses, which we refer to as SG&A, increased 3.2% to Ch$97,216
million in 2004 (23.5% of 2004 net sales) compared to Ch$94,243 million in 2003 (23.8% of 2003 net
sales). As a percentage of net sales, our Chilean operations had SG&A expenses of 20.7% in 2004,
which is equivalent to the SG&A expenses recorded in 2003; our Brazilian operations had SG&A
expenses of 27.6% in 2004 compared to 28.2% in 2003; and our Argentine operations had SG&A expenses
of 22.9% in 2004 compared to 24.1% in 2003. In Chile, SG&A expenses increased 1.4%, in Brazil 3.1%, and in Argentina 7.2%. These increases
are principally explained by higher marketing expenses and increased sales volume in our franchise
territories, which translates into higher distribution and freight costs. Operating Income As a consequence of the aforementioned, operating income increased 28.6% in 2004 to Ch$62,886
million, or 15.2% of net sales, compared to Ch$48,892 million, or 12.3% of net sales in 2003. Non-operating Income (Expense), Net The following table sets forth, for the periods indicated, the items of non-operating income
(expense), net: 43




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##### Table of Contents



As of December 31,2004
    
    
    2003(millions of Ch$)Financial income
    
    Ch$
    23,317
   
    
    Ch$
    31,634Share of income from affiliated companies
    
    
    988
    
    
    
    1,869Other non-operating income
    
    
    1,126
    
    
    
    9,676Amortization of goodwill
    
    
    (6,936
    )
    
    
    (6,784
    )Financial expenses
    
    
    (19,140
    )
    
    
    (20,480
    )Other non-operating expenses
    
    
    (6,480
    )
    
    
    (8,005
    )Price-level restatement and exchange gain (loss)
    
    
    (11,655
    )
    
    
    (39,616
    )Non-operating income (expense), net
    
    Ch$
    (18,780
   )
    
    Ch$
    (31,706
   )
 Non-operating income (expense), net, was a loss of Ch$18,780 million in 2004, compared to
a loss of Ch$31,706 million in 2003, representing a decrease of 40.8% in 2004 versus 2003. The
principal variances between 2004 and 2003 were the following:  
    
    Lower financial income in 2004 mainly due to lower profits arising from
cross-currency swaps as a consequence of appreciation of the Chilean peso, lower
average interest rates affecting reinvestment of bond portfolio proceeds coupled with
profit on bond sales and forward contracts in 2003 that did not occur in 2004.
    
    In 2003, the Company received a distribution of capital from Edasa that triggered a
proportional one-time recognition of income in respect to the cumulative translation
reserve. Additionally, in 2003 the effect of the translation of local currency to US
dollars of the financial statements, in accordance with Technical Bulletin No. 64
issued by the Chilean Institute of Accountants, resulted in a strong positive result,
which was not as relevant for 2004. Also in 2003, part of our contingencies were
favorably resolved and the proportion of the corresponding provision was reversed with
a one-time positive result in non-operating income. These results did not recur in
2004.
    
    During 2003, the Chilean peso appreciated against the US dollar which represented a
decrease of Ch$124.81 in the exchange rate negatively affecting our US dollar net asset
position. In 2004, the Chilean peso against the US dollar decreased by only Ch$36.40
which resulted in a decline of this negative effect. Income Taxes Income taxes in 2004 increased 281.2% to Ch$3,945 million compared to Ch$1,035 million in
2003. The increase is principally explained by:  
    
    better results in Brazil which resulted in higher taxable profits. On the other hand
Brazil in 2004 applied tax loss carryforwards available from prior periods which, as
provided by Brazilian tax laws, were applied up to a maximum of 30% of 2004 taxable
profits, whereas in 2003 tax loss carryforwards were applied without limit (in both cases pursuant to Brazilian tax law);
    
    in the case of Chile, higher deferred taxes as consequence of higher accrued
interest income from foreign sources which are taxable on a cash basis according to
Chilean law; and
    
    improved results in Argentina although these were offset by accumulated tax loss
carryforwards available from prior years.   44




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##### Table of Contents



Net Income As a result of the aforementioned, net income in 2004 was Ch$40,159 million, representing 9.7%
of net sales and an increase of 148.7% compared to net income of Ch$16,148 million in 2003. Results of Operations for the Years Ended December 31, 2003 and 2002 Chile
    
    
    Brazil
    
    
    Argentina
    
    
    Total(1)2003
    
    
    2002
    
    
    2003
    
    
    2002
    
    
    2003
    
    
    2002
    
    
    2003
    
    
    2002(in millions of Ch$)Net sales
    
    Ch$
    199,021
    
    
    Ch$
    193,656
    
    
    Ch$
    121,601
    
    
    Ch$
    148,034
    
    
    Ch$
    78,084
    
    
    Ch$
    70,770
    
    
    Ch$
    396,528
    
    
    Ch$
    412,280Cost of sales
    
    
    (119,726
    )
    
    
    (115,623
    )
    
    
    (80,155
    )
    
    
    (103,232
    )
    
    
    (55,690
    )
    
    
    (52,733
    )
    
    
    (253,393
    )
    
    
    (271,408
    )Gross profit
    
    
    79,295
    
    
    
    78,033
    
    
    
    41,446
    
    
    
    44,802
    
    
    
    22,394
    
    
    
    18,037
    
    
    
    143,135
    
    
    
    140,872Administrative and
selling expenses
    
    
    (41,161
    )
    
    
    (40,553
    )
    
    
    (34,280
    )
    
    
    (39,044
    )
    
    
    (18,802
    )
    
    
    (18,290
    )
    
    
    (94,243
    )
    
    
    (97,887
    )Operating income
    
    Ch$
    38,134
    
    
    Ch$
    37,480
    
    
    Ch$
    7,166
    
    
    Ch$
    5,758
    
    
    Ch$
    3,592
    
    
    Ch$
    (253
    )
    
    Ch$
    48,892
    
    
    Ch$
    42,985
 
 (1)
    
    The total does not equal the sum of all the franchise territories due to intercountry
eliminations. Net Sales Our consolidated net sales in 2003 were Ch$396,528 million, representing a 3.8% decrease
compared to Ch$412,280 million in 2002. The decline in 2003 was principally a result of lower net
sales from our operations in Chile, Brazil and Argentina due to constant nominal prices in Chile as
well as the appreciation of the Chilean peso compared to the Brazilian real and the Argentine peso.
On December 31, 2003, the observed exchange rate of Ch$593.8 per U.S. dollar was 17.4% lower than
the Ch$697.12 per U.S. dollar recorded on December 31, 2002. Our net sales in 2003 increased 4.5%
compared to 2002. In Chile, net sales were Ch$199,021 million in 2003, representing a 2.8% increase compared to
2002. Net sales of Coca-Cola soft drinks in Chile in 2003 were Ch$168,977 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 in Chile increased 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 without losing value share.
Our market value share increased from 68% in 2002, to 69% in 2003. Our net sales of fruit juices and mineral water to third parties in Chile were Ch$30,044
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 a 4.7% growth in mineral water sales volume, partially
offset by a 2.6% decrease in average income per unit case of mineral water and juices in 2003
compared to 2002. In Brazil, our net sales in 2003 were Ch$121,601 million, 17.9% lower than in the previous
year. Net sales of Coca-Cola soft drinks in Brazil were Ch$110,819 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 real and to a decrease in sales volume.
Sales volume of Coca-Cola soft drinks decreased 6.1% reaching 127.8 million unit cases. Net income
per unit case of soft drinks, expressed in reals, increased 3% in real terms, as a result of our
efforts to partially compensate for the effects of inflation and costs increases. Our beer, juice and mineral water operations in Brazil generated net sales in 2003 of
Ch$10,782 million, representing a 6.3% increase. As part of our pricing strategy, average net sales
of beer, juices and mineral water expressed in reals increased 9% in 2003 in real terms. Sales volume for beer,
juice and mineral water increased 15.1%, principally driven by growth in beer sales. 45




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In Argentina, our net sales in 2003 were Ch$78,084 million, representing a 10.3% increase from
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 conversion in Argentina to Chilean GAAP. Sales volume of Coca Cola soft
drinks in 2003 grew 23.9% from 2002, reaching 81.7 million unit cases. This growth was driven
primarily by the successful reintroduction of the returnable bottle format, which averaged 40% of
our total sales volume, pricing and distribution strategies. Net sales of PET packaging in Argentina were Ch$11,543 million in 2003, representing a
decrease of 23.3% compared to 2002. Sales volume in 2003 was 13,786 tons of resin, representing a
decrease of 16.6% compared to 2002. Cost of Sales Cost of sales was Ch$253,393 million in 2003, representing 63.9% of net sales, compared to
Ch$271,408 million, or 65.8% of net sales in 2002. The decrease in costs of sales as a percentage
of net sales in 2003 was principally attributable 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 U.S. dollar in 2003 was as follows: Chilean
peso 17.4%, Brazilian real 18.2%, and Argentine peso 13.1%. The change in exchange averages for the
three countries during 2003 as compared to 2002 were as follows: Chilean peso had a 0.6%
devaluation, the Brazilian real had a 7.9% devaluation, and the Argentine peso had a 1.1%
appreciation. 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 net sales in 2003,
compared to 69.7% of Brazilian net sales in 2002. For the Argentine operations, cost of sales
represented 71.8% of net sales in 2003, compared to 74.5% of Argentine net sales in 2002. Gross Profit Due to the aforementioned, gross profit in 2003 increased by 1.6% to Ch$143,135 million, or
36.1% of net sales, compared to Ch$140,872 million, or 34.2% of net sales in 2002. Administrative and Selling Expenses SG&A expenses decreased 3.7% to Ch$94,243 million in 2003 (23.8% of 2003 net sales) compared
to Ch$97,887 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; the Brazilian operations
had SG&A expenses of 28.2% in 2003 compared to 26.4% in 2002; and the 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 resulting
from an increase of volume sales by 6.0% in 2003 compared to 2002. In Brazil, SG&A expenses as a
percentage of net sales decreased 12.2%, principally explained by the decrease in volume sales of
5.3%. In Argentina, SG&A expenses as a percentage of sales increased by 2.8% resulting from an
increase in volume sales of 22.3%, which was partially offset by the effect of the conversion of
the Argentine results to Chilean GAAP. 46




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Operating Income As a consequence of the aforementioned, operating income increased 13.7% in 2003 to Ch$48,892
million, or 12.3% of net sales, compared to Ch$42,985 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: Year ended December 31,2003
    
    
    2002(millions of Ch$)Financial income
    
    Ch$
    31,634
    
    
    Ch$
    25,399Share of income from affiliated companies
    
    
    1,869
    
    
    
    9,440Other non-operating income
    
    
    9,676
    
    
    
    2,573Amortization of goodwill
    
    
    (6,784
    )
    
    
    (8,276
    )Financial expenses
    
    
    (20,480
    )
    
    
    (20,913
    )Other non-operating expenses
    
    
    (8,005
    )
    
    
    (25,584
    )Price-level restatement and exchange gain (loss)
    
    
    (39,616
    )
    
    
    17,369Non-operating income (expense), net
    
    Ch$
    (31,706
    )
    
    Ch$
    8
 Non-operating income (expense), net, was a loss of Ch$31,706 million in 2003, compared to
an income of Ch$8 million in 2002, representing a decrease of Ch$31,698 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 positive U.S. dollar net asset position. 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 our shares of Kaiser, in which Refrescos had an ownership interest of 3.8%
(reflected in the above table in share of income from affiliated companies). Finally, during 2002
we incurred severance 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$1,035 million compared to Ch$8,805 million in 2002.
The decrease is principally explained by:  
    
    lower taxable base in Chile due to lower profit;
    
    absorption of Cipet by Edasa, which resulted in that packaging business not paying
taxes as it benefited from tax loss carryforwards available at Edasa;
    
    partial recognition of benefits arising from taxable losses existing in Brazil and
Argentina (deferred taxation); 47




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
    
    During 2002, Sterling Pacific (located in Uruguay) paid taxes whereas its successor,
Abisa Corp. (located in British Virgin Islands), was not subject to taxation; and
    
    increase in value of taxable assets as a result of the relative devaluation of the
Chilean peso relative to the U.S. dollars, and an increase of the tax rate. Net Income As a result of the aforementioned, net income in 2003 was Ch$16,148 million, representing 4.1%
of net sales and a decrease of 52.8% compared to net income of Ch$34,185 million in 2002. 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, based on the prior month rule in which
inflation adjustments are based on the consumer price index 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 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 consumer price
index, UF and U.S. dollar: 48




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Year ended December 31,2004
    
    
    2003
    
    
    2002Consumer price index variation
    
    
    2.5
    %
    
    
    1.0
    %
    
    
    3.0
    %UF variation
    
    
    2.3
    %
    
    
    1.1
    %
    
    
    3.0
    %U.S. dollar variation
    
    
    (6.1
    )%
    
    
    (17.4
    )%
    
    
    9.7
    %
 The effects of price-level restatement are summarized below: Year ended December 31,2004
    
    
    2003
    
    
    2002(millions of Ch$)Shareholders equity
    
    Ch$
    (6,555
    )
    
    Ch$
    (4,088
    )
    
    Ch$
    (10,064
    )Liabilities
    
    
    (2,990
    )
    
    
    (2,096
    )
    
    
    (5,365
    )Property, plant and equipment
    
    
    1,768
    
    
    
    750
    
    
    
    2,482Other assets
    
    
    6,345
    
    
    
    6,655
    
    
    
    7,007Balance sheet adjustments
    
    
    (1,432
    )
    
    
    1,221
    
    
    
    (5,940
    )Income statement adjustments
    
    
    236
    
    
    
    134
    
    
    
    (1,508
    )Foreign exchange (loss) gain
    
    
    (10,458
    )
    
    
    (40,971
    )
    
    
    24,817Price-level restatement and exchange (loss) gain
    
    Ch$
    (11,654
    )
    
    Ch$
    (39,615
    )
    
    Ch$
    17,369
 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Soft Drink Business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$10,458 million in 2004 due to the appreciation of the Chilean
peso, compared to a negative impact of foreign currency fluctuations in 2003 in the amount of
approximately Ch$40,971 million, due to our net asset position in U.S. dollars amounting to a total
of approximately US$276 million. In Argentina and Brazil we recognized profits amounting in the
aggregate to Ch$5,642 million in 2003 and Ch$440 million in 2004. These resulted from the
application of the Argentine and Brazilian exchange rates in the currency conversion undertaken in
our financial statements as of December 31, 2003 and 2004, in accordance with the methodology set
forth in Technical Bulletin No. 64 issued by the Chilean Institute of Accountants, which are
reflected on our consolidated statements of income in other non-operating income. We use hedge agreements, including cross-currency swaps and forwards, to protect against
foreign currency risk. In 2003 and 2004, these agreements partially offset the negative effects of
the appreciation of the Chilean peso, whose results are recorded in financial income or expense in
the consolidated statements of income. 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. 49




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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Risk Factors 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 in Chile 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. B. Liquidity and Capital Resources Capital Resources Our principal source of funding is our operations which historically have been a sufficient
source of financing. Cash generation is designated to finance working capital and capital
expenditure requirements. Cash surplus has been utilized to pay dividends. The main sources to
finance future strategic and geographic expansion plans include (i) public equity offerings and
privately negotiated share subscriptions; (ii) borrowings from commercial banks, both
internationally and in the local markets where we have operations, namely, Chile, Brazil and
Argentina; and (iii) debt offerings in the Chilean and foreign capital markets. There are no restrictions to transfer funds among our operating subsidiaries. In the past, we
have transferred funds from Argentina to Chile through capital reductions and during 2005 we expect
to receive dividends from our Brazilian subsidiary. Our management believes that, through these sources, we 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 shareholders. 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. Treasury and Funding Policies Our board of directors has been empowered by our 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 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 must 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. 50




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Our cash surplus policy is that headquarters invests any cash surplus in a portfolio of
investment grade securities until such time as our board of directors 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
currency 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 2004 totaled Ch$25,241 million. Capital
expenditures during 2004 were funded with cash flows from operations and from borrowings under our
available lines of credit. At December 31, 2004, 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 2005 will be in the range of US$40 million and plans to fund such
additions through cash flows from operations. 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, 2004, we had Ch$192,664 million invested in time deposits and other
short-term and long-term investments from the proceeds of the issuance of local and Yankee bonds
not included as cash equivalents for purposes of Chilean GAAP. As of that date, we had available
short-term credit lines in an amount equivalent to approximately Ch$106,302 million (US$190.8
million). The aggregate unused portion of such lines of credit at that date was equivalent to
Ch$84,281 million (US$151.2 million). Our unused sources of liquidity include seventeen lines of credit. In Chile, we have the
equivalent of US$99.0 million in credit available from five separate lines. In Brazil, we have the
equivalent of US$80.0 million in credit available with nine lines. In Argentina, we have the
equivalent of US$11.8 million in credit available with three lines. In 2004, our available cash was principally used for investments in fixed assets of Ch$25,241
million and dividend payments of Ch$45,756 million. In 2003, the principal uses of cash were
investments in fixed assets of Ch$25,977 million and dividend payments of Ch$52,284 million. Liabilities For the period ending December 31, 2004, our total liabilities (excluding minority interest)
were Ch$288,831 million, representing a 0.2% decrease compared to December 31, 2003. The decrease
in total liabilities resulted principally from a reduction in long term debt with banks and bond
debt, which was partially offset by increased short term bank liabilities. As of December 31, 2004,
our long term liabilities included (i) long-term bank debt (excluding the current portion thereof)
of Ch$45,544 million, (ii) long-term bond debt (excluding the current portion thereof) of
Ch$111,803 million, (iii) long-term notes outstanding of Ch$165 million, and (iv) other long-term
accrued liabilities and provisions of Ch$24,924 million, for a total of Ch$182,435 million of long-term liabilities compared to total
long-term liabilities of Ch$196,849 million as of December 31, 2003. 51




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Our short term liabilities, as of December 31, 2004 included (i) short-term bank debt of
Ch$18,296 million, (ii) current portion of long-term bank liabilities of Ch$1,921 million, (iii)
current portion of long-term bond debt of Ch$13,282 million, (iv) trade accounts payable of
Ch$36,547 million, (v) notes payable to related companies of Ch$10,306 million, and (vi) other
short-term liabilities, principally provisions and withholdings, for Ch$26,044 million, for a total
of Ch$106,396 million of short-term liabilities compared to total short-term liabilities of
Ch$92,655 million as of December 31, 2003. Our bond liabilities have a weighted average interest rate of 6.5%. Our bank liabilities have
a weighted average interest rate of 5.8%. Summary of Significant Debt Instruments The following is a brief summary of our significant long-term indebtedness outstanding as of
December 31, 2004: Unsecured Notes. On October 1, 1997 we entered into an indenture pursuant to which we issued
three series of bonds. The indenture imposes certain restrictions on liens, sale and leaseback
transactions, assets sales and subsidiary indebtedness and certain conditions in the event of
merger or consolidation. The three series of bonds issued in 1997 under this indenture are the following:  
    
    US$150 million of 7.00% Unsecured Notes due 2007.
    
    US$100 million of 7.625% Unsecured Notes due 2027.
    
    US$100 million of 7.875% Unsecured Notes due 2097. On July 10, 2001, through our subsidiary The Sterling Pacific Corp, S.A., (now Abisa Corp.)
Company made an offer to repurchase for cash at par value the notes outstanding and the following
notes were tendered:  
    
    US$118 million of the 7.00% Unsecured Notes due 2007.
    
    US$96 million of the 7.625% Unsecured Notes due 2027.
    
    US$100 million of the 7.875% Notes due 2097. On June 13, 2001, Andina completed a local bond placement in the Chilean capital markets of
two series of bonds as follows:  
    
    a UF 3.3 million series of bonds due 2008 with annual interest rate over
inflation of 6.20% of which, UF 2.31 million was outstanding at December 31, 2004;
and
    
    a UF 3.7 million series of bonds due 2026, with annual interest rate over
inflation of 6.50%. The bond issue and placement in the Chilean market is subject to the following restrictions: 52




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##### Table of Contents




    
    Andina must maintain a leverage ratio, defined as total debt/consolidated
equity, of less than 1.20%. For purposes of calculating the leverage ratio, total
debt includes (i) short-term bank liabilities, (ii) the current portion of
long-term bank liabilities, (iii) short-term liabilities and promissory notes,
(iv) the current portion of bonds payable, (v) long-term bank liabilities, and
(vi) long-term bonds payable. Consolidated equity means total shareholders equity
plus minority interest.
    
    Andina must maintain consolidated assets free of any pledge, mortgage or other
encumbrances for an amount equal to at least 1.30 times the consolidated
liabilities that are not guaranteed by the investee.
    
    Andina may not lease, sell, assign or dispose of the franchise territory in
Chile.
    
    The Company may not lease, sell, deliver or dispose of its franchise territory
in Argentina or Brazil, as long as either territory represents more than 40% of
the Companys consolidated operating cash flows. C. Research and development, patents and licenses Given the nature of the business and the support provided by The Coca-Cola Company as
franchisor to its bottlers, the Companys research and development expenses are not meaningful. D. 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 used 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. E. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements. F. Contractual Obligations The following table summarizes our contractual obligations and commercial commitments as of
December 31, 2004: 53




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##### Table of Contents



Payments Due by PeriodYearsLess than
    
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years(in millions of constant Ch$ as of December 31, 2004)Long-term bank debt (1)
    
    Ch$
    47,465
    
    
    Ch$
    1,921
    
    
    Ch$
    45,544
    
    
    Ch$
    
    
    
    Ch$
    Short-term bank debt
    
    
    18,296
    
    
    
    18,296
    
    
    
    
    
    
    
    
    
    
    
    Bonds payable (2)
    
    
    125,085
    
    
    
    13,282
    
    
    
    40,738
    
    
    
    6,647
    
    
    
    64,418Purchase obligations
    
    
    481
    
    
    
    217
    
    
    
    157
    
    
    
    75
    
    
    
    32Subtotal-included in our
balance sheet
    
    
    191,327
    
    
    
    33,716
    
    
    
    86,439
    
    
    
    6,722
    
    
    
    64,450Operating lease obligations
    
    
    1,777
    
    
    
    1,313
    
    
    
    464
    
    
    
    
    
    
    
    Purchase obligations
    
    
    4,805
    
    
    
    4,062
    
    
    
    743
    
    
    
    
    
    
    
    Subtotal-not included in our
balance sheet
    
    
    6,582
    
    
    
    5,375
    
    
    
    1,207
    
    
    
    
    
    
    
    Total contractual obligations
    
    Ch$
    197,909
    
    
    Ch$
    39,091
    
    
    Ch$
    87,646
    
    
    Ch$
    6,722
    
    
    Ch$
    64,450
 
 (1)
    
    See Notes 14(b) and 15 to the Consolidated Financial Statements for additional
information.(2)
    
    See Note 16 to the Consolidated Financial Statements for additional information. The following table presents future expirations for the remaining long term liabilities.
These expirations have been made based on accounting estimates because the liabilities do not have
specific dates of future payment as allowance for severance indemnities, contingencies, deferred
taxes and liabilities for container guarantees are included. MaturityYearsMore thanTotal
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years(in millions of constant Ch$ as of December 31, 2004)Provisions
    
    Ch$
    16,950
    
    
    Ch$
    14,902
    
    
    Ch$
    
    
    
    Ch$
    2,048Deferred income tax
    
    
    379
    
    
    
    
    
    
    
    379
    
    
    
    Other long-term liabilities
    
    
    7,496
    
    
    
    707
    
    
    
    159
    
    
    
    6,630Total long-term liabilities
not included in contractual
obligations
    
    Ch$
    24,825
    
    
    Ch$
    15,609
    
    
    Ch$
    538
    
    
    Ch$
    8,678
 U.S. GAAP Reconciliation The principal differences between Chilean GAAP and U.S. GAAP as they relate 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 28 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. 54




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##### Table of Contents



Net income after reconciliation to U.S. GAAP was Ch$9,259 million higher in 2002, Ch$1,603
million higher in 2003, and Ch$11,410 million higher in 2004, in each case than net income as
reported under Chilean GAAP for each respective year. See Note 28(m) of the notes to the
Consolidated Financial Statements. Under Chilean GAAP, shareholders equity at December 31, 2003,
was Ch$310,508 million, compared to Ch$308,874 million under U.S. GAAP, representing a difference
of 0.5%. Under Chilean GAAP, shareholders equity as of December 31, 2004 was Ch$290,849 million,
compared to Ch$300,922 million under U.S. GAAP, representing a difference of 3.5%. 
 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Management and Board of Directors Pursuant to Chilean law, we are managed by executive officers under the supervision of our
board of directors. In accordance with our By-Laws, the board of directors 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 are elected for a term of three years
subject to indefinite re-election. In the case of Series A shares, it is necessary to have 14.29%
of the total shares in order to elect a director assuming there is 100% shareholder vote
participation. In the case of series B shares, it is necessary to have a total of 50.1% of the
total shares to elect a director if it is also assumed that there is 100% shareholder vote
participation. All members of the board of directors are nominated and elected every three years by
and during the ordinary annual shareholders meeting. Cumulative voting is permitted for the
election of directors. In the event of a vacancy, the designated alternate 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 of directors may appoint a replacement to fill the vacancy, and the entire board of
directors must be elected or re-elected at the next regularly scheduled shareholders meeting. As of December 31, 2004, our board of directors consisted of the following directors and
alternate directors: Juan Claro
    
    Chairman of the Board of Directors
    
    Has been a member of the board of directors since April 2004. Principal occupation: EntrepreneurOther directorships: Josefa S.A.;
Inmobiliaria Josema S.A.; Volcan Tolhuaca S.A.; Laguna Icalma
S.A.; El Magnolio S.A; Inmobiliaria Cauquenes S.A.; Algeciras
S.A.; Cauquenes S.A.; Clarial S.A.; Inmobiliaria Volcan
Tolhuaca Ltda.; Inmobiliaria Laguna Icalma Ltda.; Soc.
Inmobiliaria Crucero; Telefónica Chile CTC Chile S.A.; Emel
S.A.; Empresas Melón S.A.; Pesquera Friosur S.A.; Viña
Manquehue S.A.Alberto Hurtado F.
    
    Vice Chairman of the Board of Directors
    
    Has been a member of the board of directors since August 1985.Principal occupation: Owner, Partner and
Director of Inversiones Mar Adentro Ltda.Other directorships: Partner and Director
of Inversiones Freire LimitadaJosé
Antonio Garcés S. (senior) (1)
    
    Director
    
    Has been a member of the board of directors since August 1985.Principal occupation: Chairman of
Inversiones San Andres LT S.A.
 55




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##### Table of Contents



Other directorships: Partner and Director
of Inversiones Freire Limitada; Director of Embotelladora
Andina S.A., Consorcio Nacional de Seguros S.A., Desarrollo
Inmobiliario FFV S.A., Inversiones San Andrés LT S.A. and
Esval S.A.Jose Said S. (2)
    
    Director
    
    Has been a member of the board of directors since October 1985.Principal occupation: Chairman of BBVAOther directorships: Chairman of BBVA Banco
Bhif, Chairman of Parque Arauco, Director of Envases del
Pacifico, Partner and Director of Inversiones Freire Limitada,
Inversiones Caburga S.A., Inversiones Delfin S.A., and
Asociación de Bancos; Director of Centro de Estudios
Públicos, Director of Universidad Alberto HurtadoGonzalo Said H. (2)(3)
    
    Director
    
    Has been a member of the board of directors since May 1993.Principal occupation: General Manager and Director of Inversiones Santa Virginia
Ltda.Other directorships: Director of BBVA Administradora de Fondos Mutuos BHIF S.A., Embotelladora
Andina S.A., and of Inmobiliaria Don Aurelio Ltda.Glenn Jordan S.
    
    Director
    
    Has been a member of the board of directors since April 2001.Principal occupation: Executive Vice President and Operations Director of Coca-Cola
Latin AmericaOther directorships: Coca-Cola EmbonorAlbert Cussen M. (4)
    
    Director
    
    Has been a member of the board of directors since April 2004.Principal occupation: Company directorshipsOther directorships: Viña Concha y Toro S.A.; Fundación Educacional y Cultural La
FuenteArturo Majis A.
    
    Alternate Director to
Alberto Hurtado F.
    
    Has been a member of the board of directors since April 1997.Principal occupation: Principal Partner of the Law Offices of Grasty, Quintana, Majlis
CompañíaOther directorships: Asesorías e Inversiones Til Til S.A.; Banchile Seguros de Vida
and HNS Banco
Owner of Inversiones y Asesorías MJS Ltda.Jorge Hurtado G.
    
    Alternate Director to
Glenn Jordan S.
    
    Has been a member of the board of directors since January 1998.Principal occupation: Partner of Agricola y Comercial Yerbas Buenas S.A.Other directorships: CMPC Tissue S.A.; Vendomática S.A.; Tecnomix S.A. and Proemsa S.A.
 56




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##### Table of Contents



Salvador Said S. (2)(3)
    
    Alternate Director to José Said S.
    
    Has been a member of the board of directors since April 1992.Principal occupation: Executive Director of Said Holding GroupOther directorships: Edelpa S.A., Parque Arauco S.A., BBVA Administradora de Fondos
Mutuos BHIF S.A. and BHIF Administradora de Fondos de Inversión S.A., Inversiones Caburga S.A;
Inversiones Delfín S.A.; Grupo Eulen Chile S.A.José Antonio Garcés S. (junior)
(1)
    
    Alternate Director to José
Antonio Garcés S. (senior)
    
    Has been a member of the board of directors since May 1991.Principal occupation: General Manager of Inversiones San Andrés Ltda.Other directorships: Banvida S.A.; Inversiones San Andrés LT S.A.; Inmobiliaria Fray
León S.A.Manuel Bezanilla U.
    
    Alternate Director to Gonzalo
Said H.
    
    Has been a member of the board of directors since April 2004.Principal occupation: Lawyer at Portaluppi, Guzmán y Bezanilla Asesorías Ltda.Other directorships: Celulosa Arauco S.A., Forestal Arauco S.A., Pesquera
Iquique-Guanaye S.A., Inversiones Siemel S.A., Wilisn Corporation, Inversiones Freire Limitada (Alternate
Director), Inversiones Freire Dos Limitada (Alternate Director)Pedro Vicente M.
    
    Alternate Director to Albert
Cussen M.
    
    Has been a member of the board of directors since April 2004.Principal occupation: Director of Capital Consulting Services S.A.Other directorships: Colbún S.A; Campos Chilenos S.A.
 
 (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)
    
    Salvador Said S. is the cousin of Gonzalo Said H.(4)
    
    Independent from controlling shareholder pursuant to Article 50 bis, paragraph 6 of the Chilean Public Company Law N° 18,045. Senior Executives Jaime García R.
    
    Chief Executive Officer
    
    Mr. Jaime García
has been employed
by the Company
since 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 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
 57




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##### Table of Contents



Andina, a position
he held until 1993,
when he became our
Chief Executive
Officer.Michael Cooper A.
    
    Chief Operating Officer
    
    Mr. Michael Cooper
has been employed
by the Company
since May 2000, as
Chief Operating
Officer. 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.Osvaldo Garay A.
    
    Chief Financial Officer
    
    Mr. Osvaldo Garay
has been employed
by the Company
since 1997, as
Controller of
Andina. Mr. Garay
was appointed as
our Chief Financial
Officer on October
31, 2002. Prior to
joining Andina, he
held a similar
position with Grupo
Claro.Pedro Pellegrini R.
    
    Chief Legal &
Communications Officer
    
    Mr. Pedro
Pellegrini has been
employed by the
Company since June
1995, as Chief
Legal &
Communications
Officer of Andina.
From 1986 to 1992,
Mr. Pellegrini
worked at Carey &
Cia., the largest
law firm in Chile.
From 1992 to 1995,
Mr. Pellegrini
served as a
Vice-President of
Citibank, N.A., and
Citicorp-Chile and
was in charge of
legal corporate
matters.Raúl Ramírez V.
    
    Chief Technical Officer
    
    Mr. Raúl Ramirez
has held the
position of Chief
Technical Officer,
reporting directly
to the Chief
Operating Officer
since 1996. Mr.
Ramirez held the
position of Deputy
Manager of
Operations from
August 1969 until
August 1995. In
1995, Mr. Ramirez
was promoted to
Corporate Manager
of Engineering, a
position he held
until December
1996. In January
1997, Mr. Ramirez
was transferred to
our operations in
Argentina, Córdoba,
Edasa, as Technical
Manager until July
2000.German Garib N.
    
    Chief Information Officer
    
    Mr. Germán Garib
has been employed
with the Company
since 1998, as
Chief Information
Officer. Prior to
Andina, he was the
Marketing Manager
of IBM Chile.Renato Ramírez F.
    
    General Manager of
Chilean Soft Drink
Operation
    
    Mr. Renato Ramírez
has been employed
with the Company
since 1979, as
General Manager of
Chilean Soft Drink
Operations. Mr.
Ramírez began
working as 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
1993, he returned
to Andina as
Commercial Manager,
a position he held
until 1997.Carlos A. Lohmann
    
    General Manager of Río
de Janeiro Refrescos
Ltda.
    
    Mr. Carlos Lohmann
has been employed
with the Company
since August 1997,
as President of
Refrescos, our
Brazilian
subsidiary. He
began his
professional career
in 1970 at IBM
Brazil 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,
Brazil, and in 1995
he was appointed
General Manager of
the PC Company in
Florida, United
States.
 58




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##### Table of Contents



Alejandro A. Feuereisen
    
    General Manager of Edasa
    
    Mr. Alejandro
Feuereisen has been
employed as General
Manager of
Embotelladora del
Atlántico S.A. From
September 1995 to
July 1998, Mr.
Feuereisen was a
Commercial Manager
of Embotelladora
del Atlántico S.A.
From 1993 to 1995,
he was a Sales
Manager at Andina
and, from 1981 to
1992, 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,
he served as
Financial Analyst
at Leasing Andino
S.A., a subsidiary
of Banco de Chile.Cesar Vargas P.
    
    General Manager of Vital
S.A.
    
    Mr. César Vargas
has been employed
with the Company
since 1978 as
General Manager of
Vital S.A. Mr.
Vargas began
working as Project
Engineer and Head
of Electric
Maintenance. In
1985, he was
appointed Head of
the Juice Division
Plant of Industrial
Sud Andina S.A. in
Santiago, a former
subsidiary of
Embotelladora
Andina S.A., where
he was subsequently
promoted to Deputy
Production Manager
of the Juice and
Mineral Water
Division. In 1992,
Vital S.A. was
created and Mr.
Vargas was
appointed
Operations Manager,
a position that he
held until 1998,
when he was
appointed General
Manager.
 Directors and alternate directors are paid an annual fee for attendance to meetings of
the board of directors. The total compensation paid to each director or alternate director during
2004, which was approved by our shareholders, was as follows: Compensation(millions of Ch$)(1)Juan Claro G.
    
    
    52Alberto Hurtado F.
    
    
    79José Antonio Garcés S. Sr.
    
    
    79José Said S.
    
    
    79Jaime Said D.
    
    
    20Albert J. Cussen M.
    
    
    32Gonzalo Said H.
    
    
    36José Antonio Garcés S. Jr.
    
    
    19Glenn Jordan S.
    
    
    40Enrique Vicuña V.
    
    
    14Felipe Larraín B.
    
    
    10
 59




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##### Table of Contents



Compensation(millions of Ch$)(1)Salvador Said S.
    
    
    16Arturo Majlis A.
    
    
    16Manuel E. Bezanilla U.
    
    
    12Jorge Hurtado G.
    
    
    16Mario Diez U.
    
    
    4Pedro A. Vicente M.
    
    
    12Ernesto Bertelsen R.
    
    
    5
 
 (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 that ended on December 31, 2004, the aggregate amount of compensation we
paid to all directors and executive officers as a group was Ch$2,613 million of which Ch$2,072
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 executive officers on an individual
basis. We do not maintain any pension or retirement programs for our directors or executive
officers. See Employees. Board Practices Our board of directors 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 meeting of the board of directors is established by the presence of an
absolute majority of its members 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. Executive Committee Our board of directors has an executive committee which has executive managerial oversight
over our day-to-day management and operations. The Executive Committee meets on a weekly basis.
This Committee is comprised of directors Mr. José Said, Mr. Gonzalo Said, Mr. José Antonio Garcés
(senior), Mr. Alberto Hurtado, Mr. Juan Claro and by our Chief Executive Officer, Mr. Jaime García.
Our executive officers are appointed and hold office at the discretion of the board of directors. Directors 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 management activities. 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. Mr. Cussen and Mr. Garcés are independent members of the board
of directors. We refer to the committee in this annual report as the Directors Committee. In accordance with Chilean law, the Directors Committee has the following responsibilities:  1.
    
    To review the findings of our external auditors and account inspectors with
respect to the balance sheets and other financial statements presented by executive
officers or our liquidators or shareholders and to prepare an evaluation of such
findings before they are presented to shareholders for their approval. 60




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##### Table of Contents



2.
    
    To make proposals to the board of directors, external auditors, and private
risk consultants that are to be presented to the shareholders at a shareholders
meeting. In case of disagreements with the committee, the board of directors will be
able to formulate their own proposal, submitting both the board of directors and
Directors Committee proposals for the consideration of the shareholders.3.
    
    To review information relating to transactions with related parties as required
by articles 44 and 89 of Chilean law 18,046 and to prepare a report to the board of
directors regarding the committees recommendation to approve or disapprove of those
transactions. A copy of the report shall be mailed to the President of the board of
directors, who must address the committees recommendations with the full board.4.
    
    To examine the system of remuneration and compensation used for executive
officers.5.
    
    To consider any other matter required by law, the shareholders or the board of
directors for the fulfillment of these obligations. During 2004, the Directors Committee met on January 26, April 6, April 29, July 26, September
7, October 22, November 29 and December 20, to discuss our balance sheets, other financial
statements and the systems implemented by the Companys internal auditors. The Directors Committee
also reviewed the information submitted by the external auditors and several contingencies
occurring in the different countries where we operate. Employees On December 31, 2004, we had approximately 4,510 employees, including 1,016 in Chile, 2,011 in
Brazil, and 1,400 in Argentina. Of these employees, 126 were temporary employees in Chile and 300
in Argentina. 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, 2004, 494, 212, and 954 of our employees in Chile, Brazil and Argentina,
respectively, were members of unions. The following table represents a breakdown of our employees for the years ended December 31,
2004, 2003 and 2002: 2004Chile
    
    
    Brazil
    
    
    ArgentinaNon-
    
    
    
    
    
    
    
    
    
    
    Non-
    
    
    
    
    
    
    
    
    
    
    Non-Total
    
    
    Union
    
    
    Union
    
    
    Total
    
    
    Union
    
    
    Union
    
    
    Total
    
    
    Union
    
    
    UnionExecutives
    
    
    21
    
    
    
    
    
    
    
    21
    
    
    
    70
    
    
    
    2
    
    
    
    68
    
    
    
    38
    
    
    
    
    
    
    
    38Technicians and
professionals
    
    
    387
    
    
    
    97
    
    
    
    290
    
    
    
    947
    
    
    
    85
    
    
    
    862
    
    
    
    217
    
    
    
    
    
    
    
    217Workers
    
    
    482
    
    
    
    397
    
    
    
    85
    
    
    
    994
    
    
    
    125
    
    
    
    869
    
    
    
    845
    
    
    
    675
    
    
    
    170Temporary workers
    
    
    126
    
    
    
    
    
    
    
    126
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300
    
    
    
    279
    
    
    
    21Total
    
    
    1,016
    
    
    
    494
    
    
    
    522
    
    
    
    2,011
    
    
    
    212
    
    
    
    1,799
    
    
    
    1,400
    
    
    
    954
    
    
    
    446
 61




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##### Table of Contents



2003Chile
    
    
    Brazil
    
    
    ArgentinaNon-
    
    
    
    
    
    
    
    
    
    
    Non-
    
    
    
    
    
    
    
    
    
    
    Non-Total
    
    
    Union
    
    
    Union
    
    
    Total
    
    
    Union
    
    
    Union
    
    
    Total
    
    
    Union
    
    
    UnionExecutives
    
    
    21
    
    
    
    
    
    
    
    21
    
    
    
    66
    
    
    
    1
    
    
    
    65
    
    
    
    38
    
    
    
    
    
    
    
    38Technicians
and professionals
    
    
    382
    
    
    
    93
    
    
    
    289
    
    
    
    835
    
    
    
    60
    
    
    
    775
    
    
    
    188
    
    
    
    
    
    
    
    188Workers
    
    
    483
    
    
    
    395
    
    
    
    88
    
    
    
    541
    
    
    
    118
    
    
    
    423
    
    
    
    780
    
    
    
    608
    
    
    
    172Temporary workers
    
    
    124
    
    
    
    
    
    
    
    124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    341
    
    
    
    326
    
    
    
    15Total
    
    
    1,010
    
    
    
    488
    
    
    
    522
    
    
    
    1,442
    
    
    
    179
    
    
    
    1,263
    
    
    
    1,347
    
    
    
    934
    
    
    
    413
 2002Chile
    
    
    Brazil
    
    
    ArgentinaNon-
    
    
    
    
    
    
    
    
    
    
    Non-
    
    
    
    
    
    
    
    
    
    
    Non-Total
    
    
    Union
    
    
    Union
    
    
    Total
    
    
    Union
    
    
    Union
    
    
    Total
    
    
    Union
    
    
    UnionExecutives
    
    
    21
    
    
    
    
    
    
    
    21
    
    
    
    64
    
    
    
    1
    
    
    
    63
    
    
    
    35
    
    
    
    
    
    
    
    35Technicians and
professionals
    
    
    383
    
    
    
    94
    
    
    
    289
    
    
    
    714
    
    
    
    35
    
    
    
    679
    
    
    
    179
    
    
    
    
    
    
    
    179Workers
    
    
    487
    
    
    
    394
    
    
    
    93
    
    
    
    483
    
    
    
    80
    
    
    
    403
    
    
    
    722
    
    
    
    508
    
    
    
    214Temporary workers
    
    
    197
    
    
    
    
    
    
    
    197
    
    
    
    2
    
    
    
    
    
    
    
    2
    
    
    
    306
    
    
    
    306
    
    
    
    Total
    
    
    1,088
    
    
    
    488
    
    
    
    600
    
    
    
    1,263
    
    
    
    116
    
    
    
    1,147
    
    
    
    1,242
    
    
    
    814
    
    
    
    428
 Management believes that we have good relations with our employees. For example, in
Chile, Andina received two awards from independent organizations in 2003 highlighting our labor
relations and the positive effects they have on our business. In Chile, the collective bargaining agreement provides that 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. In addition, we contribute to a national health insurance system of government and
privately operated facilities. We 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. In Chile, besides a four-day strike in June 1997, we have not experienced work stoppages in
the last 20 years. On June 1, 2003, the Company signed new collective bargaining agreements with
Unions No. 1, representing workers, and No. 2, representing employees. These bargaining agreements
expire on June 1, 2005. On August 1, 2004, the Company also signed a new collective bargaining
agreement with Union No. 3, principally representing sales personnel, which expires on August 1,
2006. In Brazil, collective bargaining agreements are negotiated on an industry-wide basis.
Individual companies can therefore negotiate special terms for their affiliates that apply to all
employees in each jurisdiction where companies have a plant. Collective bargaining agreements are
generally binding for one year. With respect to Refrescos, there are five collective bargaining
agreements currently in force: (1) three agreements for employees in the State of Rio de Janeiro;
(a) the Drinking Industry Employees Union agreement from October 1, 2004 to September 30, 2005;
(b) the Salesmen Union agreement from October 1, 2004 to September 30, 2005; (c) the Stack
Machine Operator Union agreement from May 1, 2004 to April 30, 2005; and (2) two agreements for
employees in the State of Espírito Santo: (a) the Haulers Union agreement from July 1, 2004 to
June 30, 2005; (b) the Salesmen Union agreement from December 1, 2004 to November 30, 2005. Such
agreements do not require us to increase wages on a
collective basis. Selected increases were granted, however, mainly in the manufacturing area.
We provide benefits to our employees according to the relevant legislation and to the collective
bargaining agreements. Refrescos experienced its most recent work stoppages in January and October
1990, for eight days in each instance. 62




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##### Table of Contents



In Argentina, because they are parties to collective bargaining agreements, 68% of Edasas
employees are represented by local workers unions associated with a national federation of unions.
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 continue to be in effect until renegotiated. Argentine law requires severance payments upon dismissal without cause, in an amount at least
equal to an average of one-months wages for each year of employment or a fraction thereof if
employed longer than three months. Severance payments are subject to maximum and minimum amounts. On January 6, 2001, the Argentine government, as a result of the Argentine economic crisis,
declared Law 25,561 which is designed to seriously limit dismissals of employees by employers for
180 days. Employers, however, can still dismiss their employees if they are willing to compensate
the employee with twice the regular severance payment. The effects of these limits were extended
until the end of December 2004 pursuant to Decrees 883/02, 662/03, 256/03, 1351/03, 369/04 and
823/04. On December 15, 2004, the Argentine government enacted Law 25,972, which limits dismissals of
employees by employers until the unemployment rate decreases below 10%. Employers who choose to
dismiss their employees must pay their employees an additional 80% of the regular severance payment
due. For employees hired after January 2003, however, the extra 80% payment does not apply. In 1999, Edasa completed a new plant in the Province of Córdoba with the latest technological
advances consolidating its operations in the new plant. During July 2002, Edasa performed a
restructuring process aimed at transforming 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 with extraordinary one-time labor costs. As of December 31, 2004, 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 Directors Committee and Senior Executives The following table sets forth the amount and percentage of our shares beneficially owned by
our directors, members of the Directors Committee and senior executives as of December 31, 2004. Series A
    
    
    Series BBeneficial
    
    
    %
    
    
    Direct
    
    
    %
    
    
    Indirect
    
    
    %
    
    
    Beneficial
    
    
    %
    
    
    Direct
    
    
    %
    
    
    Indirect
    
    
    %Shareholder
    
    Owner
    
    
    Class
    
    
    Owner
    
    
    Class
    
    
    Owner
    
    
    Class
    
    
    Owner
    
    
    Class
    
    
    Owner
    
    
    Class
    
    
    Owner
    
    
    ClassJose Antonio Garces Silva
(senior)
    
    
    50,001,650
    
    
    
    13.15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,462,219
    
    
    
    4.86
    
    
    
    49,600
    
    
    
    0.01
    
    
    
    8,224,933
    
    
    
    2.16Alberto Hurtado Fuenzalida
    
    
    50,001,651
    
    
    
    13.15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,985,066
    
    
    
    6.58
    
    
    
    49,600
    
    
    
    0.01
    
    
    
    4,170,726
    
    
    
    1.10José Said Saffie
    
    
    50,001,651
    
    
    
    13.15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,189,738
    
    
    
    4.00
    
    
    
    49,600
    
    
    
    0.01
    
    
    
    8,839,318
    
    
    
    2.33Gonzalo Said Handal
    
    
    50,001,651
    
    
    
    13.15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,194,399
    
    
    
    8.21
    
    
    
    49,600
    
    
    
    0.01
    
    
    
    4,458,743
    
    
    
    1.17José Antonio Garcés Silva
(junior)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,536,141
    
    
    
    0.40Salvador Said Somavía
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,584,146
    
    
    
    1.21
 63




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##### Table of Contents



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, 2004, 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: Series A
    
    
    Series BShareholder
    
    Shares
    
    
    % Class
    
    
    Shares
    
    
    % ClassFreire(1)(2)
    
    
    200,006,603
    
    
    
    52.61
    %
    
    
    181,270,784
    
    
    
    47.68
    %The Bank of New York(3)
    
    
    40,573,032
    
    
    
    10.67
    
    
    
    53,356,812
    
    
    
    14.04The Coca-Cola Company, directly or
through subsidiaries
    
    
    41,962,864
    
    
    
    11.04
    
    
    
    41,962,864
    
    
    
    11.04AFPs as a group (Chilean pension funds)
    
    
    64,028,993
    
    
    
    16.84
    
    
    
    16,388,484
    
    
    
    4.31Principal foreign mutual funds as a group
    
    
    14,828,986
    
    
    
    3.90
    
    
    
    17,658,620
    
    
    
    4.65Executive officers as a group
    
    
    175,474
    
    
    
    0.05
    
    
    
    215,327
    
    
    
    0.06Directors as a group(4)
    
    
    200,022,103
    
    
    
    52.62
    
    
    
    121,859,329
    
    
    
    32.06
 
 (1)
    
    The ownership percentages listed above reflect the voting and economic interests of Andinas
shareholders.(2)
    
    Freire does not hold either directly or indirectly any Series B shares. The amounts set forth
correspond to Series B shares held by other companies, members of the controlling shareholder
group, including: Inversiones Puerto Sofía Ltda., Inversiones Newport Ltda., Inversiones HB
S.A, Inversiones Mar Adentro Ltda., Inversiones Caburga S.A., Inversiones San Andrés LT S.A.,
Inversiones Santa Virginia Ltda., and Inversiones Ledimor Chile Ltda.(3)
    
    Acting as depositary for the ADRs.(4)
    
    Represents shares to which Jose Antonio Garcés Silva (senior), Alberto Hurtado Fuenzalida, José
Said Saffie, Gonzalo Said Handal, José Antonio Garcés Silva (junior) and Salvador Said Somavía
would claim direct ownership since, as mentioned in the following paragraph, these directors are
directly or indirectly the beneficial owners of Freire. Freire holds a controlling interest in Andina. Freire is beneficially owned in equal
interests by Alberto Hurtado F., José Said S., José Antonio Garcés S., and Gonzalo Said Handal,
each of whom is also a director of Andina. Accordingly, each Freire partner can be considered a
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 rata portion of the
shares of our stock. Any interest held by a partner in excess of such pro rata portion may be
disposed of freely. With regard to any sales of shares that would cause such partners holding to
fall below his pro rata portion, 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. 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 besides the power to elect one regular and one alternate director, and are entitled to a
dividend equal to 10% more than any dividends received by Series A shareholders. 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,
in aggregate, at least 4% of the Series A Shares. In addition, in related agreements, Freire
granted the Coca-Cola Shareholders an option, exercisable upon the occurrence of 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. 64




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The total number of registered ADR holders Andina had at December 2004 was 26 (7 in the Series
A ADRs and 14 in the Series B ADRs). At December 31, 2004, the ADRs represented 12.4% of the total
number of our issued and outstanding shares. The 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 6 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 Chilean Companies
Law, 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. Pursuant to an amendment introduced to the Chilean Companies Law in December 2000, if the
proposed transaction involves material amounts, the board of directors must previously declare that
such transaction is consistent with conditions prevailing in the market. If it is not possible to
reach such a judgment, the board of directors may appoint two independent evaluators. The
evaluators final conclusions must be presented to the shareholders and directors for their
consideration for a period of 20 business days, during which shareholders representing 5% or more
of the issued voting shares may request the board of directors to call a shareholders meeting to
resolve 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 UF 2,000 and is greater than 1% of the companys paid in capital and
reserves. In all cases, a transaction is considered material when it exceeds UF 20,000. Our
Directors Committee is charged with evaluating transactions with related parties and to report on
these transactions to the full board of directors. See Item 6. Directors, Senior Management and
EmployeesDirectors Committee. All resolutions approving such transactions must be reported to the companys shareholders at
the next annual shareholders 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, will not affect the validity of the transaction. Such a violation
will grant the business entity, the shareholders or interested third parties the right to be
indemnified for damages, and force the director involved in the transaction to make reparations to
the business entity in an amount equivalent to the benefits that would have been derived for the
business entity, absent
negotiations by such director, his relatives, or his representatives, that do not imply other
administrative or criminal sanctions. 65




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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 The Coca-Cola
Company enters 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 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 renewed, we cannot assure you that the agreements will be renewed
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. In the case of post-mix soft drinks, the bottler agreements
explicitly establish such non-exclusive rights. 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 formula 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. 66




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##### Table of Contents



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. 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 by the other party with the terms
thereof so long as the party in non-compliance has not remedied such non-compliance during this
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. 67




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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,
today known as Owens-Graham). 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 CMF 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 Envases CMF. The Coca-Cola Company may terminate the PET Contracts prior to that
date if (i) Envases CMF is unable to produce bottles meeting contract specifications, (ii) Envases
CMF breaches contract obligations, or (iii) PET bottle production has an adverse impact on The
Coca-Cola Companys trademarks, trade 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
following the two-year renewal (if exercised by Envases CMF). 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: 68




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##### Table of Contents



For the year ended December 31,2004
    
    
    2003
    
    
    2002Effect on
    
    
    
    
    
    
    Effect on
    
    
    
    
    
    
    Effect onincome
    
    
    
    
    
    
    income
    
    
    
    
    
    
    income(charge)
    
    
    
    
    
    
    (charge)
    
    
    
    
    
    
    (charge)Company
    
    Relation
    
    Transaction
    
    Amount
    
    
    credit
    
    
    Amount
    
    
    credit
    
    
    Amount
    
    
    credit(millions of Ch$)Envases Central S.A.
    
    Equity
    
    Sales of rawInvestee
    
    materials andsupplies
    
    
    Ch$697
    
    
    
    Ch$28
    
    
    
    Ch$1,192
    
    
    
    Ch$113
    
    
    
    Ch$1,309
    
    
    
    Ch$79Finished productpurchases
    
    
    12,546
    
    
    
    
    
    
    
    14,231
    
    
    
    
    
    
    
    13,931
    
    
    
    Loan granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    298
    
    
    
    Coca-Cola de Chile
    
    Shareholder
    
    ConcentrateS.A.
    
    Related
    
    purchases
    
    
    36,749
    
    
    
    
    
    
    
    35,125
    
    
    
    
    
    
    
    40,936
    
    
    
    Collection ofadvertisingparticipation
    
    
    1,722
    
    
    
    (1,722
    )
    
    
    2,860
    
    
    
    (2,860
    )
    
    
    2,861
    
    
    
    (2,861
    )Water sourcerental
    
    
    1,366
    
    
    
    (1,366
    )
    
    
    1,321
    
    
    
    (1,321
    )
    
    
    1,620
    
    
    
    (1,620
    )Others
    
    
    
    
    
    
    
    
    
    
    565
    
    
    
    
    
    
    
    1,207
    
    
    
    (1,207
    )Coca-Cola de
    
    Shareholder
    
    ConcentrateArgentina S.A.
    
    Related
    
    purchases
    
    
    
    
    
    
    
    
    
    
    14,092
    
    
    
    
    
    
    
    10,794
    
    
    
    SPBR S.R.L.
    
    Shareholder
    
    ConcentrateRelated
    
    purchases
    
    
    16,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Envases del
Pacífico S.A.
    
    Director in common
    
    Purchase of raw materials
    
    
    845
    
    
    
    
    
    
    
    963
    
    
    
    
    
    
    
    159
    
    
    
    Recofarma Industrias
    
    Shareholder
    
    Concentratedo Amazonas Ltda.
    
    Related
    
    purchases
    
    
    25,619
    
    
    
    
    
    
    
    17,689
    
    
    
    
    
    
    
    26,100
    
    
    
    Payment ofadvertisingparticipation
    
    
    3,664
    
    
    
    (3,364
    )
    
    
    4,034
    
    
    
    (4,034
    )
    
    
    16,003
    
    
    
    (16,003
    )Other
    
    
    266
    
    
    
    
    
    
    
    753
    
    
    
    
    
    
    
    
    
    
    
    Envases CMF S.A.
    
    Equity
    
    ContainerInvestee
    
    purchases
    
    
    13,415
    
    
    
    
    
    
    
    13,474
    
    
    
    
    
    
    
    13,369
    
    
    
    Sale of rawmaterials
    
    
    50
    
    
    
    
    
    
    
    1,300
    
    
    
    
    
    
    
    
    
    
    
    Services rendered
    
    
    126
    
    
    
    
    
    
    
    285
    
    
    
    
    
    
    
    
    
    
    
    Centralli Refrigerantes
    
    Equity
    
    FinishedS.A.
    
    investee
    
    productpurchases
    
    
    
    
    
    
    
    
    
    
    869
    
    
    
    
    
    
    
    4,508
    
    
    
    Envases Italprint
    
    Director
    
    Raw materialS.A.
    
    in common
    
    purchases
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    717
    
    
    
    Cican S.A.
    
    Equity
    
    FinishedInvestee
    
    productpurchases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,738
    
    
    
    Cervejarias
Kaiser S.A.
    
    Equity
    
    FinishedInvestee
    
    productpurchases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,094
    
    
    
    Advertisingparticipation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,160
    
    
    
    1,160
 69




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##### Table of Contents



ITEM 8. FINANCIAL INFORMATION See Item 18 Financial Statements for our Consolidated Financial Statements filed as part
of this annual report. Legal Proceedings The Company is part of certain legal proceedings that have arisen during the normal course of
business, none of which affects the Companys financial condition, neither individually nor in the
aggregate. The following is a summary of the main proceedings to which the Company and its
subsidiaries are a party: Embotelladora Andina S.A. (Chile) As of December 31, 2004, Embotelladora Andina S.A. faces, labor, tax, commercial and other
lawsuits. Accounting provisions for potential loss contingencies stemming from these lawsuits
amount to ThCh$76,884. The Company considers it unlikely that the contingencies that are not
provisioned for will adversely affect the results of the Company in a material manner. Vital S.A. (Chile) As of December 31, 2004, the Chilean internal revenue service has commenced a penal lawsuit
against our subsidiary Vital S.A. and against those ultimately responsible for the application of
tax losses. Contemporaneously with this claim, a lawsuit has been filed for the recovery of income
tax and the application of accumulated losses. The Companys legal advisors believe there is a
remote or slight likelihood of a negative outcome in both procedures. Rio Janeiro Refrescos Ltda. (Brazil) When the Company acquired Refrescos in 1994 and the Perma license in March 2000, there were
several significant legal proceedings pending in Brazilian courts, mainly regarding certain
potential tax liabilities. In accordance with the terms of the acquisition, the previous owners
must compensate Refrescos with respect to the portion of those pending tax claims which took place
prior to the time the acquisition, mortgage guarantees and letters of credit were established for
the benefit of Refrescos. The guarantees are sufficient and the Company has not provisioned any
losses from these proceedings because they are covered by the indicated guarantees. Additionally, there are legal proceedings relating to Refrescos for labor and tax lawsuits,
and in accordance with generally accepted accounting principles, the respective accounting
provisions have been made. These provisions amounted to ThCh$5,722,806 at December 31, 2004, which
correspond principally to judicial proceedings regarding PIS and COFINS taxes. Embotelladora del Atlántico S.A. (Argentina) Due to the employee restructuring at the Companys Cürdoba plant in Argentina during the first
half of 1999, Edasa was sued by former employees requesting indemnification for alleged job-related
diseases. In accordance with generally accepted accounting principles, provisions amounted to
ThCh$1,840,058 at December 31, 2004, mainly corresponding to restructuring related lawsuits. Provisions In accordance with accounting principles, the provisions regarding legal proceedings must be
recorded if said procedures are reasonably probable to be resolved against the Company. Management
believes that the constituted provisions reasonably cover the risk exposures. 70




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Dividend Policy Pursuant to Chilean law, we must distribute cash dividends equal to at least 30% of our annual
net income, calculated in accordance with Chilean GAAP, unless otherwise provided for by a
unanimous vote of the Series A Shareholders. If there is no net income in a given year, we are not
legally required to distribute dividends from retained earnings. At the annual meeting of
shareholders held in April 2004, the shareholders authorized the board of directors to distribute,
at its discretion, interim dividends during July and October 2004 and January 2005. 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 2004, 2003, and 2002, the respective shareholders meetings approved extraordinary
dividend payments to be paid from retained earnings fund in light of significant cash generation.
There can be no assurance that dividend payments will be available in the future. The following table sets forth the nominal amount in Chilean pesos of dividends declared and
paid per share each year and the U.S. dollar amounts on a per share basis actually paid to holders
of ADSs, on each of the respective payment dates: 71




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Series A
    
    
    Series BFiscal Year withRespect to whichDividend was
    
    Ch$ per Share
    
    
    US$ per
    
    
    Ch$ per Share
    
    
    US$ perYear
    

Date Dividend Paid
    
    Declared
    
    (nominal)
    
    
    share
    
    
    (nominal)
    
    
    share2005
    
    January 27
    
    2004
    
    
    4.80
    
    
    
    0.00819
    
    
    
    5.28
    
    
    
    0.00901April 28
    
    2004
    
    
    4.80
    
    
    
    0.00824
    
    
    
    5.28
    
    
    
    0.00906May 19
    
    2003
    
    
    70.00
    
    
    
    0.12079
    
    
    
    77.00
    
    
    
    0.132872004
    
    January 29
    
    2003
    
    
    4.80
    
    
    
    0.00804
    
    
    
    5.28
    
    
    
    0.00885April 29
    
    2003
    
    
    4.80
    
    
    
    0.00768
    
    
    
    5.28
    
    
    
    0.00845May 13
    
    2002
    
    
    40.00
    
    
    
    0.06225
    
    
    
    44.00
    
    
    
    0.06847July 28
    
    2004
    
    
    4.80
    
    
    
    0.00747
    
    
    
    5.28
    
    
    
    0.00821October 28
    
    2004
    
    
    4.80
    
    
    
    0.00780
    
    
    
    5.28
    
    
    
    0.008582003
    
    January 30
    
    2002
    
    
    4.80
    
    
    
    0.00654
    
    
    
    5.28
    
    
    
    0.00719April 30
    
    2002
    
    
    4.80
    
    
    
    0.00681
    
    
    
    5.28
    
    
    
    0.00750May 15
    
    2001
    
    
    45.00
    
    
    
    0.06365
    
    
    
    49.50
    
    
    
    0.07001July 29
    
    2003
    
    
    4.80
    
    
    
    0.00684
    
    
    
    5.28
    
    
    
    0.00752October 29
    
    2003
    
    
    4.80
    
    
    
    0.00756
    
    
    
    5.28
    
    
    
    0.008322002
    
    January 30
    
    2001
    
    
    4.80
    
    
    
    0.00708
    
    
    
    5.28
    
    
    
    0.00779April 30
    
    2001
    
    
    4.80
    
    
    
    0.00743
    
    
    
    5.28
    
    
    
    0.00817July 16
    
    2002
    
    
    4.80
    
    
    
    0.00689
    
    
    
    5.28
    
    
    
    0.00757July 17
    
    2000
    
    
    40.00
    
    
    
    0.05765
    
    
    
    44.00
    
    
    
    0.06341October 31
    
    2002
    
    
    4.80
    
    
    
    0.00659
    
    
    
    5.28
    
    
    
    0.00725December 19
    
    2000
    
    
    13.00
    
    
    
    0.01862
    
    
    
    14.30
    
    
    
    0.02049
 
 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 ADSs, each representing six shares of Common
Stock, with the ADSs in turn evidenced by ADRs. The Depositary for the ADSs is The Bank of New
York. Shares of Andinas Common Stock also trade in Chile on the Bolsa de Comercio de Santiago, the
Bolsa de Valores Electrónicaand the Bolsa de Valores de Valparaíso. 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 Volume
    
    

Ch$ per Share(in thousands)
    
    
    Series A
    
    
    Series BSeries A
    
    
    Series B
    
    
    High
    
    
    Low
    
    
    High
    
    
    Low2000
    
    
    23,262
    
    
    
    26,567
    
    
    Ch$
    1,620
    
    
    Ch$
    990
    
    
    Ch$
    1,360
    
    
    Ch$
    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
    
    
    
    870
    
    
    
    810
    
    
    
    860
    
    
    
    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
    
    
    
    9302004:1st Quarter
    
    
    7,986
    
    
    
    13,831
    
    
    Ch$
    1,250
    
    
    Ch$
    1,045
    
    
    Ch$
    1,240
    
    
    Ch$
    1,040
 72




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##### Table of Contents



Share Volume
    
    

Ch$ per Share(in thousands)
    
    
    Series A
    
    
    Series BSeries A
    
    
    Series B
    
    
    High
    
    
    Low
    
    
    High
    
    
    Low2nd Quarter
    
    
    8,066
    
    
    
    22,171
    
    
    
    1,300
    
    
    
    1,110
    
    
    
    1,260
    
    
    
    1,1203rd Quarter
    
    
    7,510
    
    
    
    20,380
    
    
    
    1,390
    
    
    
    1,160
    
    
    
    1,245
    
    
    
    1,1354th Quarter
    
    
    9,958
    
    
    
    38,203
    
    
    
    1,300
    
    
    
    1,181
    
    
    
    1,300
    
    
    
    1,175Last six months:December 2004
    
    
    4,342
    
    
    
    13,984
    
    
    
    1,260
    
    
    
    1,225
    
    
    
    1,300
    
    
    
    1,220January 2005
    
    
    1,945
    
    
    
    5,915
    
    
    
    1,230
    
    
    
    1,135
    
    
    
    1,255
    
    
    
    1,166February 2005
    
    
    8,383
    
    
    
    6,285
    
    
    
    1,252
    
    
    
    1,150
    
    
    
    1,325
    
    
    
    1,210March 2005
    
    
    4,652
    
    
    
    6,630
    
    
    
    1,300
    
    
    
    1,210
    
    
    
    1,370
    
    
    
    1,300April 2005
    
    
    3,320
    
    
    
    10,214
    
    
    
    1,245
    
    
    
    1,165
    
    
    
    1,350
    
    
    
    1,290May 2005
    
    
    1,023
    
    
    
    7,636
    
    
    
    1,250
    
    
    
    1,190
    
    
    
    1,260
    
    
    
    1,150
 ADS Volume(in thousands)
    
    

Ch$ per ADSSeries A
    
    
    Series A
    
    
    Series A
    
    
    Series BHigh
    
    
    Low
    
    
    High
    
    
    Low2000
    
    
    94,016
    
    
    
    111,805
    
    
    US$
    19.50
    
    
    US$
    10.50
    
    
    US$
    16.00
    
    
    US$
    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
    
    
    
    8.422004:1st Quarter
    
    
    5,588
    
    
    
    11,005
    
    
    
    12.55
    
    
    
    10.40
    
    
    
    12.55
    
    
    
    10.352nd Quarter
    
    
    7,918
    
    
    
    5,651
    
    
    
    12.50
    
    
    
    10.50
    
    
    
    12.30
    
    
    
    10.653rd Quarter
    
    
    7,009
    
    
    
    4,671
    
    
    
    13.24
    
    
    
    11.41
    
    
    
    12.14
    
    
    
    10.854th Quarter
    
    
    15,063
    
    
    
    17,523
    
    
    
    13.20
    
    
    
    11.96
    
    
    
    13.59
    
    
    
    11.50Last six months:December 2004
    
    
    5,543
    
    
    
    10,555
    
    
    
    13.20
    
    
    
    12.49
    
    
    
    13.40
    
    
    
    12.49January
    
    
    1,379
    
    
    
    3,209
    
    
    
    13.15
    
    
    
    12.00
    
    
    
    13.30
    
    
    
    12.25February
    
    
    2,371
    
    
    
    9,515
    
    
    
    13.20
    
    
    
    11.91
    
    
    
    14.00
    
    
    
    12.25March
    
    
    1,827
    
    
    
    3,220
    
    
    
    13.04
    
    
    
    12.45
    
    
    
    13.90
    
    
    
    13.20April
    
    
    425
    
    
    
    2,823
    
    
    
    12.92
    
    
    
    12.00
    
    
    
    13.61
    
    
    
    13.25May
    
    
    765
    
    
    
    3,869
    
    
    
    12.97
    
    
    
    11.70
    
    
    
    14.20
    
    
    
    13.14
 
 Sources: Santiago Stock Exchange Official Quotations Bulletin and New York Stock Exchange. On December 31, 2004, the closing price for the Series A Shares on the Santiago Stock Exchange
was Ch$1,230 per share (US$13.10 per Series A ADR), and Ch$1,245 for the Series B Shares (US$13.40
per Series B ADR). At December 31, 2004, there were 6,762,172 Series A ADSs (equivalent to
40,573,032 Series A Shares) and 8,892,802 Series B ADSs (equivalent to 53,356,812 Series B Shares).
Andinas ADSs represented at such date 12.4% 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. 73




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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$116,578 million as of December 31, 2004 and an average monthly trading volume of
US$1,098 million in 2004. 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, 2004, Andinas shares were traded on the Santiago
Stock Exchange on an average of approximately 86.5% and 100.0% of such trading days, for Series A
and Series B shares respectively. 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 was 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. Pursuant to the terms of the Shareholders Agreements dated September 5, 1996 (the
Agreement) among Inversiones Freire Ltda. and Inversiones Freire Dos Ltda. (the Freire
Shareholders), the Company and the other parties thereto, none of the shareholders, party to the
Agreement, may transfer Series A shares of the Company they hold unless it involves:  
    
    Transfers to wholly-owned subsidiaries of any Freire Shareholder, provided that any
shares transferred to such entities remain subject to the provisions of the Agreement;
    
    acceptance by a Freire Shareholder party to the Agreement of a bona fide offer from
a third party to purchase some or all of the shares held by such shareholder, so long
as the Freire Shareholder first offers such shares for sale, on the same terms and
conditions as those proposed to be sold to the third-party purchaser and to the other
shareholder party to the Agreement; and
    
    a proposal by a shareholder party to the Agreement to sell its shares in a public
offering or in a brokers transaction, so long as it first offers such shares to the
other shareholders party to the Agreement at the price proposed in the public sale
notice. Other than as discussed above, we are not aware of any other existing contracts or documents
that impose material limitations or qualifications on the rights of shareholders of our listed
securities. The Yankee Bonds Our
7.00% Notes due 2007,
75/8%
Notes due 2027 and 77/8% Notes due 2097 are not listed on any
stock exchange or other regulated market. Trading in the Notes takes place primarily in the
over-the counter market and, accordingly, we are not able to obtain reliable information on trading
in the Notes. 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 under the
terms of Chapter XIV of Title I of the Compendium of Foreign Exchange Regulations of the Central
Bank of Chile (Chapter XIV and CNCI, respectively). The following paragraphs lay out certain rules of
the Central Bank regarding bond issuances 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 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. 74




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Effective April 19, 2001, the new Compendium eased restrictions on certain foreign exchange
transactions as described above. The new Chapter XIV, therefore, simplifies the procedure to
register capital contributions, investments and foreign loans greatly. The Central Bank provides
that payments or remittances of funds, to or from Chile, that arise or generate 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 all of these must provide pursuant to
Chapter XIV. Payments or remittances of foreign currency as capital, interest, adjustments, profits and
other benefits originating in the transactions regulated under Chapter XIV shall 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 if the
corresponding payment obligation is fulfilled abroad using funds other than those indicated in
Chapter XIV. Any change in the terms of the transaction, substitution of the debtor or creditor, total or
partial assignments of credits or rights regarding investments or capital contributions must be
reported to the Central Bank of Chile within 10 days after formalization. Likewise, in the case of foreign loans obtained through the placement of convertible bonds,
the issuer shall inform the Central Bank of Chile in the same manner and term mentioned above, of
any increase or decrease in their registered amount as a result of the conversion of convertible
bonds denominated and payable in Chilean Pesos, for other convertible bonds denominated and payable
in foreign currency or shares, as applicable, acquired by foreign investors with proceeds that had
entered Chile under the terms of Chapter XIV. According to Chapter XIV, the Central Bank established that, credits relating to acts,
agreements or contracts which create a direct obligation of payment or remittance of foreign
currency abroad by persons domiciled or residing in Chile, 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, shall be reported to the Central Bank by the obligor either directly or through a MCF entity
using the forms contained in the CNCI, within 10 days from formalization. In addition, transactions recorded prior to April 19, 2001 will continue to be governed by the
rules in force at the time of their recordation, notwithstanding the right afforded to the parties
thereto to subject them to the new regulations, in which case any favorable or adverse effect that
may arise by a change in the regulations applicable to this type of foreign exchange transaction
need be considered. 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 MCF. 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 give any assurance 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
ability to purchase U.S. Dollars to make payments regarding debt securities. 75




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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 once
issued, 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 give any assurance that the Central Bank will impose no future restrictions
applicable to the holders of debt securities, nor can we make any evaluation of the duration or
impact of those restrictions, if imposed. 
 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. Material Contracts The following is the only new material contract entered into since our annual report presented
to the SEC in 2003: On August 10, 2004, Refrescos entered into an agreement with Recofarma Industria do Amazonas
Ltda. (Recofama), Refrigerantes Minas Gerais Ltds. (RMG) and Companhia Mineira de Refrescos
S.A. (CMR and together with Recofama and RMG, the Counterparties), pursuant to which the
parties agreed to swap franchise territories for the production and distribution of Coca-Cola brand
soft drinks. Pursuant to the terms of this transaction, which was approved by the respective votes
of the shareholders of the companies, Refrescos sold its equity stake in a newly-formed company
named Franquia 2299-Atendimento Personalisado Ltda., to which it had previously contributed all of
the assets, production and distribution rights for Coca-Cola soft drinks in the territory
denominated Governador Valadares in the State of Minas Gerais, to the Counterparties. In
consideration for this transfer, Refrescos received all of the Counterparties equity interest in
Zohhal Industria de Refrigerantes Ltda. (Zohhal), which owned all of the assets, production and
distribution rights for Coca-Cola soft drinks in the territory known as Nova Iguaçú in the State of
Rio de Janeiro. On August 28, 2004, after completion of all operational transitions and adjustments provided
for in the agreement, the parties formalized the transfers of their respective territories and
Refrescos acquired all rights to produce and distribute Coca-Cola brand products in the Nova Iguaçú
territory. As required by Brazilian law, all filings and registrations required in connection with
this transaction were presented with the Commercial Board of Rio de Janeiro. 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 Río de Janeiro and Minas Gerais, which was serviced by the Coffin Group
through 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. 76




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Refrescos entered into an agreement with Kaiser in December 1993 for the exclusive
representation of the Kaiser and Heineken 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, Kaiser, Molson and the
Association of Brazilian Producers of Coca-Cola soft drinks (of which Refrescos is a member)
executed a Memorandum of Understanding and an Agreement with a term of 20 years. This agreement
establishes the general principles applied by Kaiser and the distributors thereof to the
distribution of beers produced or imported by Kaiser through the Coca-Cola distribution system with
a term of 20 years. 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 The Coca-Cola
Company enters 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 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 renewed, we cannot assure you that the agreements will be renewed
on the existing terms. Foreign Investment and Exchange Controls in Chile The Central Bank of Chile (BCC) is responsible, among other things, for setting monetary
policies and exchange controls in Chile. Equity investments, including investments in shares of
stock by non-resident persons and entities, are generally subject to various exchange control
regulations restricting both the repatriation of their investments from Chile and the earnings
accrued thereon. Registration of foreign investments in Chile, including investments in shares of
common stock of Chilean companies, give investors access to the Chilean Formal Exchange Market.
Foreign investments can be registered with the Foreign Investment Committee under Decree Law No.
600 of 1974, as amended, or with the BCC under the Central Bank Act and Chapter XIV of the
Compendium of Foreign Exchange Regulations (Compendio de Normas de Cambios Internacionalesor
CFER) of the BCC. On April 16, 2001, the BCC agreed that, effective April 19, 2001, prior foreign exchange
restrictions would be eliminated and that a new CFER would be enacted. The main purpose of these
amendments, as declared by the BCC, is to ease the free flow of capital to and from Chile and to
foster foreign investment. The BCC deleted Chapter XXVI of the CFER, which regulated the issuance and placement of ADRs
by Chilean corporations. Pursuant to the new rules, it is no longer necessary to first seek the
BCCs approval to issue ADRs, nor to enter into a foreign investment contract with the BCC. The
issuance of ADRs is now regarded as an ordinary foreign investment and simply requires that the BCC
be informed
of the transaction, pursuant to Chapter XIV of the CFER, and that the transaction be conducted
exclusively through the FEM. The new rules do not derogate the existing Foreign Investment Contract
(FIC) entered into between Andina and the Central Bank of Chile. 77




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In the case of Andina, the ADR mechanism was subject to: (a) an agreement entered into between
Andina, The Bank of New York (in its capacity as Depositary for the shares represented by the ADSs)
and the BCC, pursuant to Article 47 of the Central Bank Act, under Chapter XXVI, Title I of the
CFER (which, as stated, remained in force until April 18, 2001) governing the issuance of ADSs by
Chilean corporations, and; (b) the FIC, which grants the Depositary and holders of ADRs access to
the FEM. Banco de Chile had acted as Custodian since December 31, 2002. On May 5, 2003, Banco
Santander Chile replaced Banco de Chile as Custodian, as requested by The Bank of New York pursuant
to an amendment of Chapter XII (in accordance with Title I of the CFER), which applies to our ADRs. Under Chapter XIV of the CFER, if the funds to purchase the common shares underlying the ADSs
are brought into Chile, the Depositary must deliver, on behalf of foreign investors, an annex
providing information on the transaction to the FEM entity involved, together with a letter
instructing such entity to deliver the foreign currency or the equivalency in pesos, on or before
the date the foreign currency is brought or is to be brought into Chile. If foreign investors do not invest funds in Chile to purchase the common shares underlying the
ADSs, the Depositary, on behalf of the foreign investors, must provide the annex and letter,
mentioned above, to the BCC directly or through the FEM entity within ten days following the date
on which payment is made. Repatriation of amounts received with respect to deposited common shares
or common shares withdrawn from deposits on surrender of ADRs (including amounts received as cash
dividends and proceeds from the sale in Chile of the underlying common shares and any rights
arising therefrom) need be made through the FEM. The FEM entity intervening in the repatriation
must provide certain information to the BCC on the following banking business day. Furthermore, Chapter XIV of the CFER provides that payments and remittances of funds from
Chile are governed by the rules in effect at the time payments or remittances are made. Therefore,
any changes made to Chilean laws and regulations after the date hereof may affect foreign investors
who have acquired ADSs. We cannot give any assurance that new regulations of the BCC or further
legislative changes to the current foreign exchange control regime in Chile will not affect our
ability to remit foreign currency to make the relevant payments. Under Chapter XXVI and the FIC, the BCC agreed to grant to the Depositary, on behalf of Series
A and Series B ADR holders, and to any investor not residing nor domiciled in Chile who withdraws
Series A Shares or Series B Shares upon surrender of Series A or Series B ADRs (hereinafter the
Withdrawn Shares), FEM access to convert Chilean pesos into U.S. Dollars (and to remit those
Dollars outside Chile) with respect to Series A and Series B common shares represented by Series A
and Series B ADSs or Withdrawn Shares, including amounts received as:  (1)
    
    cash dividends;(2)
    
    proceeds from the sale in Chile of Withdrawn Shares;(3)
    
    proceeds from the sale in Chile of preemptive rights to subscribe for
additional Series A and Series B shares;(4)
    
    proceeds from the liquidation, merger or consolidation of Andina;(5)
    
    proceeds from the sale in Chile of common shares received as dividends; and(6)
    
    other distributions, including those in respect of any re-capitalization
resulting from 78




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holding Series A or Series B shares represented by Series A or Series B ADSs or by
Withdrawn Shares. Investors that receive Withdrawn Shares in exchange of Series A or
Series B ADRs shall be authorized to re-deposit them in exchange of Series A or
Series B ADRs, provided the conditions necessary to re-deposit them are met. The guarantee of FEM access under the FIC will extend to the participants of the ADS offering
if the following requirements are met: (1) the funds to purchase the Series A shares or Series B
shares underlying the ADSs are brought into Chile and converted into Chilean pesos through the FEM;
(2) the purchase of the underlying Series A shares or Series B shares is made on a Chilean stock
exchange; and (3) within five business days from the conversion of the funds into Chilean pesos,
the BCC is informed that the funds thus converted were used to purchase the underlying Series A
shares or Series B shares. Chapter XXVI provides that FEM access in connection with dividend payments is conditioned to
our certifying to the BCC that a dividend payment has been made and that any applicable tax has
been withheld. We agreed to provide this certification. Chapter XXVI also provides that FEM access
in connection with the sale of Withdrawn Shares, or distribution thereon, is conditioned upon
receipt by the BCC of (1) a certificate by the Depositary or Custodian, as the case may be, that
the Series A shares or Series B shares have been withdrawn in exchange for delivery of the
appropriate ADRs, and (2) a waiver of the benefits of the FIC with respect to ADRs (except in
connection with the proposed sale of the Series A shares or Series B shares) until the Withdrawn
Shares are re-deposited. Chapter XXVI and the FIC provide that an entity or person who brings foreign currency into
Chile to purchase Series A shares or Series B shares pursuant to the FIC must convert that foreign
currency into Chilean pesos on the date of entry into Chile, and must invest in Series A or Series
B shares within five banking business days in order to receive the benefits of the FIC. If that
entity or person does not invest in Series A or Series B shares within that period, it can access
the FEM to reacquire foreign currency, provided that the request is submitted to the BCC within
seven banking business days of the initial conversion into pesos. Series A shares or Series B
shares acquired as described above may be deposited in exchange for ADRs and the entity or person
will receive the benefits of the FIC, subject to: (1) receipt by the BCC of a certificate from the
Depositary that the Series A or Series B shares have been deposited and that the related ADRs have
been issued; and (2) receipt by the Custodian of a declaration from the person making the deposit
waiving the benefits granted by the FIC with respect to the deposited Series A or Series B shares. FEM access under any of the circumstances described above is not automatic. Pursuant to
Chapter XXVI, such access needs the BCCs approval on a request submitted to that end through a
banking institution established in Chile. The FIC provides that if the BCC has not acted upon the
request within seven banking days, the request is deemed to have been granted. Under current Chilean law, the BCC cannot unilaterally change the FIC. Judicial precedent
(although not binding on future judicial decisions) also established that the FIC cannot be
annulled by future legislative changes. No assurance can be given, however, that additional Chilean
restrictions applicable to the holders of ADRs, to the disposition of underlying Series A or Series
B shares, or to the repatriation of proceeds from their disposition, will not be imposed in the
future; nor can there be any assessment of the duration or impact of any restrictions that might be
imposed. If for whatever reason, including changes in the FIC or Chilean law, the Depositary is
prevented from converting Chilean pesos into U.S. Dollars, the investors shall receive dividends or
other payments in Chilean pesos, which shall subject the investors to exchange rate risks. It
cannot be assured that the CFER, as amended, or any other exchange regulation will not be amended
in the future, or that if new regulations are enacted that they shall have no material bearing on
Andina or the holders of the ADS. No assurance can be given that Andina will be able to purchase U.S. Dollars in the Informal
Exchange Market at any time in the future, nor that any such purchase will be for the amounts
necessary to pay any sum due under any of its debt instruments. Likewise, it is not possible to
guarantee that changes to the regulations of the BCC or other legislative changes relating to
exchange controls will not restrict nor impair Andinas ability to purchase U.S. Dollars in order
to make payment on its debt instruments. 79




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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. 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: 80




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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$83.0 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. 81




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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 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. 82




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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. 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 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. 83




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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. 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. U.S. holders should consult their personal tax advisors to determine whether and to what
extent they may be entitled to such credit. The Chilean gift tax generally will not be treated as a
creditable foreign tax for U.S. tax purposes. 84




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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 5/8% Notes due 2027 (the 2027 Notes) and
US$100 million 7 7/8% Debentures Due 2097 (the 2097
Debentures, together with the 2007 Notes and the 2027 Notes, the Debt Securities). The following
is a summary of certain 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 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 Item
9. The Offer and ListingDebt Securities. 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. 85




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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 1.608% 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 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 the 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 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 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. 86




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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, 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).
Recently enacted legislation may deny a foreign tax credit for Chilean taxes imposed with respect
to the Debt Securities where a U.S. holder does not meet a minimum holding period requirement
during which the holder is not protected from risk of loss. 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.  Market
Discount If a U.S. holder purchases a Debt Security for an amount that is less than its principal
amount, the amount of the difference will be treated as market discount for U.S. federal income
tax purposes, unless that difference is less than a specified de minimis amount. Under the market
discount rules, the U.S. holder will be required to treat any payment, other than interest, on, or
any gain on the sale, exchange, retirement or other disposition of, a Debt Security as ordinary
income to the extent of the market discount that the U.S. holder has not previously included in
income and are treated as having accrued on the Debt Security at the time of its payment or
disposition. In addition, the U.S. holder may be required to defer, until the maturity of the Debt Security
or its earlier disposition in a taxable transaction, the deduction of all or a portion of the
interest expense on any indebtedness attributable to the Debt Security. A U.S. holder may elect, on
a bond-by-bond basis, to deduct the deferred interest expense in a tax year prior to the year of
disposition. U.S. holders should consult their own tax advisors before making this election. Any market discount will be considered to accrue ratably during the period from the date of
acquisition to the maturity date of the Debt Security, unless you elect to accrue on a constant
interest method. A U.S. holder may elect to include market discount in income currently as it
accrues, on either a ratable or constant interest method, in which case the rule described above
regarding deferral of interest deductions will not apply.  Amortizable
Bond Premium A U.S. holder that purchases a Debt Security for an amount in excess of its principal amount,
will be considered to have purchased the Debt Security at a premium. The U.S. holder may elect to
amortize the premium over the remaining term of the Debt Security on a constant yield method as an
offset to interest when includible in income under the holders regular accounting method. If the
U.S. holder does not elect to amortize bond premium, that premium will decrease the gain or
increase the loss the holder would otherwise recognize on disposition of the Debt Security. 87




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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 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. 88




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Documents on Display We file reports, including annual reports on Form 20-F, and other information with the SEC
pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may
read and copy any materials filed with the SEC directly from its website
http://www.sec.gov. We also file reports with the Chilean Superintendencia de Valores y
Seguros. You may read and copy any materials filed with the SVS directly from its website
http://www.svs.cl. 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. 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 REQUIREMENTS303 A.01
Independence
    
    Members of the
Board of Directors
must be independent
in their majority.
    
    There is no legal
obligation to have a
Board of Directors
composed mainly of
independent members. In
addition, according to
section 303 A regarding
Controlled Companies,
the requirements of 303
A do not apply to our
Company.1303 A.02
Test of Independence
    
    Members of the
Board of Directors
must meet the Test
of Independence.
    
    No similar legal
obligation exists under
Chilean law. However,
Chilean law defines a
director as independent
if he is elected by
votes of shareholders
who are not controlling
shareholders or
otherwise related to
controlling
shareholders.303 A.03
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
 
 1
    
    A listed company of which more than 50% of the
voting power is held by an individual, a group or another company need not
comply with the requirements of Sections 303A.01,.04 or.05. A controlled
company that chooses to take advantage of any or all of these exemptions
must disclose that it is a controlled company and the basis for the
determination in its annual proxy statement or, if the company does not
file an annual proxy statement, in the companys annual report on
Form 10-K filed with the SEC. Controlled companies must comply with the
remaining provisions of Section 303A. 89




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ITEM
    
    NYSE REQUIREMENTS
    
    CHILEAN LAW REQUIREMENTSpresident of the company. The
Non-Management Director does not exist under
Chilean law. Directors, however, are
required to convene in legally established
meetings to resolve matters required by
Chilean Corporation Law.303 A.04
Corporate Governance
Committee
    
    Listed companies
must have a
Nominating/Corporate
Governance
Committee composed
entirely of
independent
directors and must
have a written
charter addressing
certain matters.
    
    There is no similar
legal obligation under
Chilean law. In
addition, section 303 A
regarding Controlled
Companies does not
apply to our Company.
Chilean Andina has a
Directors Committee
whose functions are set
by Chilean Corporation
Law.303 A.05
Compensation Committee
    
    Listed companies
must have a
Compensation
Committee composed
entirely of
independent
directors, and must
have a written
charter addressing
certain matters.
    
    There is no similar
legal obligation under
Chilean law. In
accordance with Chilean
law, the
above-mentioned
Directors Committee is
in charge of reviewing
management
compensation. In
addition, section 303 A
regarding Controlled
Companies does not
apply to our Company.
 303 A.06
Audit Committee
    
    
    
    Listed
companies must have
an Audit Committee
that satisfies the
requirements of
Rule 10A-3 under
the Exchange Act.
    
    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: (1) examines reports of
account inspectors and
external auditors,
financial statements
and issues an opinion
on these 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.
    
    The Audit
Committee must have
a minimum of three
members.
    
    In addition
to any requirement
of Rule
10A-3(b)(1), all
Audit Committee
members must
satisfy the
requirements for
independence set
out in Section 303
A.02.
    
    The Audit
Committee must have
a written charter
addressing certain
matters.
    
    We have not
yet appointed an
Audit Committee
that complies with
the requirements of
the Sarbanes-Oxley
Act or the rules of
the NYSE. As a
foreign private
issuer, we have
until July 31, 2005
to
 90




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ITEM
    
    NYSE REQUIREMENTS
    
    CHILEAN LAW REQUIREMENTScomply with the Audit Committee
requirements of
U.S. securities
laws. We have,
however, designated
the Directors
Committee whose
functions overlap
in many respects
the functions of an
Audit Committee.
See Item 6.
Directors, Senior
Management and
Employees 
Directors
Committee. Two of
the three members
of the Directors
Committee are
independent
directors for
purposes of the
Sarbanes-Oxley Act.
 303 A.07
Internal Audit Function
    
    Listed companies
must maintain an
Internal Audit
Function to provide
management and the
Audit Committee
with ongoing
assessments of the
companys risk
management
processes and
systems of internal
control. A listed
company may choose
to outsource this
function to a third
party service
provider other than
its independent
auditor.
    
    There is no similar
obligation under
Chilean law. Chilean
law requires that
companies must have
both external auditors
and an audit
department.
However, Andina will
designate an Audit
Committee in accordance
with Rule 10 A.3 before
July 31, 2005.303 A.08
Voting on Compensation
Plans
    
    Shareholders must
have the
opportunity to vote
on compensation
plans regarding
board members,
executives and
employees.
    
    Directors compensation
is annually approved
during the Companys
General Shareholders
Meeting.303 A.09
Corporate Governance
    
    Listed companies
must adopt and
disclose Corporate
Governance
Practices.
    
    Chilean Law does not
require the adoption of
Corporate Governance
Practices because they
have been established
by Chilean Corporate
Law.303 A.10
Code 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
regulate the company
and its relations with
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
they do not require or
prohibit behavior that
contravenes Chilean
law.
 91




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ITEM
    
    NYSE REQUIREMENTS
    
    CHILEAN LAW REQUIREMENTSIn 1996, Andina
created a Code of
Business Conduct that
applies to the entire
Company, which does not
require or prohibit
behavior that
contravenes Chilean
Law. This Code of
Business Conduct is
available on our
website at
http://www.koandina.com/.303 A.11
Summary of Differences
    
    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 as applicable
to U.S. domestic
listed companies.
    
    No similar obligation
exists under Chilean
law.
The Summary of
Differences is
incorporated in the
20-F Form.
 303 A.12
CEO Certification
    
    
    
    Each listed
company CEO must
certify to the NYSE
each year that he
or she is not aware
of any violation by
the company of NYSE
corporate
governance listing
standards.
    
    No similar obligation
exists under Chilean
law. However, in
accordance with Chilean
law, the directors of a
company must annually
submit for approval the
companys annual report
and financial
statements to its
shareholders at the
companys annual
shareholders meeting.
Similarly, public
companies must, from
time to time, provide
all relevant company
information by means of
the publications and
notifications
established by law.
    
    Each listed
company CEO must
promptly notify the
NYSE in writing
after any executive
officer of the
listed company
becomes aware of
any material
non-compliance with
any of the
applicable
provisions of
Section 303 A.
    
    Each listed
company must submit
an executed Written
Affirmation
annually to the
NYSE. In addition,
each listed company
must submit an
interim Written
Affirmation each
time a change
occurs to the Board
of Directors or any
of the committees
subject to Section
303 A. The annual
and interim Written
Affirmations must
be in the form
specified by the
NYSE.
 92




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ITEM
    
    NYSE REQUIREMENTS
    
    CHILEAN LAW REQUIREMENTS303 A.13
Public Reprimand
    
    The NYSE may issue
a Public Reprimand
letter to any
listed company,
regardless of the
type of security
listed or country
of incorporation if
it determines the
company has
violated a NYSE
listing standard.
    
    No similar obligation
exists under Chilean
law, with the exception
of sanctions imposed by
the Chilean
Superintendence of
Securities (SVS).
 
 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, 2004. 93




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EstimatedFair MarketExpected Maturity Date

    
    
    Value2005
    
    
    
    
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    Thereafter
    
    
    Total
    
    
    Total(in millions of Ch$)Interest Earning AssetsBonds
    
    Ch$
    5,578
    
    
    
    
    
    
    Ch$
    2,830
    
    
    Ch$
    6,985
    
    
    Ch$
    13,921
    
    
    
    
    
    
    Ch$
    69,033
    
    
    Ch$
    98,347
    
    
    Ch$
    101,929Weighted average
interest rate
    
    
    7.38
    %
    
    
    
    
    
    
    8.25
    %
    
    
    8.34
    %
    
    
    7.50
    %
    
    
    
    
    
    
    6.40
    %
    
    
    6.80
    %Time deposits and
credit link
    
    Ch$
    4,743
    
    
    
    
    
    
    Ch$
    56,273
    
    
    Ch$
    3,478
    
    
    Ch$
    5,574
    
    
    
    
    
    
    
    
    
    
    Ch$
    70,068
    
    
    Ch$
    70,068Weighted average
interest rate
    
    
    5.85
    %
    
    
    
    
    
    
    6.06
    %
    
    
    3.95
    %
    
    
    6.94
    %
    
    
    
    
    
    
    
    
    
    
    6.01
    %Interest Bearing
LiabilitiesLong-term debtFixed RateBonds
    
    Ch$
    12,382
    
    
    
    
    
    
    Ch$
    11,429
    
    
    Ch$
    29,308
    
    
    Ch$
    4,762
    
    
    Ch$
    1,885
    
    
    Ch$
    64,418
    
    
    Ch$
    124,184
    
    
    Ch$
    138,412Weighted average
interest rate
    
    
    6.20
    %
    
    
    
    
    
    
    6.20
    %
    
    
    6.69
    %
    
    
    6.20
    %
    
    
    6.50
    %
    
    
    6.54
    %
    
    
    6.50
    %Bank liabilities
    
    
    
    
    
    
    
    
    
    Ch$
    44,592
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ch$
    44,592
    
    
    Ch$
    44,592Weighted average
interest rate
    
    
    
    
    
    
    
    
    
    
    6.51
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.51
    %
    
    
    Variable RateBank liabilities
    
    Ch$
    715
    
    
    
    
    
    
    Ch$
    591
    
    
    Ch$
    361
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ch$
    1,667
    
    
    Ch$
    1,667Weighted average
interest rate
    
    
    13.52
    %
    
    
    
    
    
    
    15.54
    %
    
    
    15.60
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14.69
    %
 Foreign Currency Risk At December 31, 2004, 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$176,987 at December
31, 2004, representing 274% of total long-term U.S. dollar debt at such date. Notwithstanding the
aforementioned, our dollar-denominated financial assets are protected against fluctuations in the
exchange rate for U.S. dollars by means of a Cross Currency Swap hedge agreement. The hedged
amount totaled Ch$97,492 at December 31, 2004, with which the ratio of the Companys
dollar-denominated liabilities would amount to 123% . The following table summarizes the financial instruments denominated in foreign
currencies we held as of December 31, 2004. 94




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##### Table of Contents



Expected Maturity Date
    
    
    EstimatedThere-
    
    
    
    
    
    
    Fair Market2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    after
    
    
    Total
    
    
    Value(in millions of Ch$)AssetsUS$ denominated:Cash
    
    Ch$
    2,822
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ch$
    2,822
    
    
    Ch$
    2,822Money market mutual funds
    
    
    5,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,750
    
    
    
    5,750Time deposit and credit
link
    
    
    4,743
    
    
    
    56,273
    
    
    
    3,478
    
    
    
    5,574
    
    
    
    
    
    
    
    
    
    
    
    70,068
    
    
    
    70,068Bonds
    
    
    5,578
    
    
    
    2,830
    
    
    
    6,985
    
    
    
    13,921
    
    
    
    
    
    
    
    69,033
    
    
    
    98,347
    
    
    
    101,929Foreign currency
contracts
    
    
    2,696
    
    
    
    820
    
    
    
    6,369
    
    
    
    8,812
    
    
    
    
    
    
    
    1,638
    
    
    
    20,335
    
    
    
    20,335LiabilitiesUS$ denominated:Long-term liabilities:Bonds
    
    
    
    
    
    
    
    
    
    Ch$
    17,879
    
    
    
    
    
    
    
    
    
    
    Ch$
    2,230
    
    
    Ch$
    20,109
    
    
    Ch$
    21,615Weighted average
interest rate
    
    
    
    
    
    
    
    
    
    
    7.00
    %
    
    
    
    
    
    
    
    
    
    
    7.63
    %
    
    
    7.07
    %Bank liabilities
    
    
    
    
    
    Ch$
    44,592
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ch$
    44,592
    
    
    Ch$
    44,592Weighted average
interest rate
    
    
    
    
    
    
    6.51
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.51
    %
 
 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not applicable. 95




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##### Table of Contents



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 The information requested by this item has been previously provided in the annual report for
the year 2003. See Item 4. Information on the CompanyPart A. History and Development of the
Company. 
 ITEM 15. CONTROLS AND PROCEDURES The Company maintains a set of disclosure controls and procedures that are designed to ensure
that information relating to the Company (including its consolidated subsidiaries) required to be
disclosed in this annual report under the Securities Exchange Act of 1934, as amended (the
Securities Exchange Act), is recorded, processed, summarized and reported in a timely manner
under the Securities Exchange Act. We carried out an evaluation, under the supervision and with the
participation of management, including the Companys chief executive officer and chief financial
officer, of the effectiveness of the design and operation of our disclosure controls and
procedures. Based upon that evaluation, the Companys chief executive officer and chief financial
officer concluded that our disclosure controls and procedures were effective as of December 31,
2004. There have been no changes in our internal controls over financial reporting that occurred
during the year ended December 31, 2004 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting. 
 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 Directors 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. satisfies the independence requirements of U.S. securities laws and currently is a
member of other boards of directors of Chilean publicly traded companies, and has had at least 10
years of experience in financial matters. Mr. Cussen has been chief executive officer of other
Chilean publicly traded companies, including Provida, Madeco and chief financial officer of
Codelco. 
 ITEM 16B. CODE OF ETHICS We have adopted a Code of Business Conduct that constitutes a code of ethics for our
employees. This code applies to our chief executive officer and all senior financial officers of
our Company, including the chief financial officer and persons performing similar functions as well
as to our directors and other officers and employees. Our code of ethics is available on our
websites, free of charge, 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. 96




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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 31,2004
    
    2003% of TotalServices rendered
    
    Fees
    
    
    % of Total Fees
    
    
    Fees
    
    
    Fees(amounts in millions of Ch$)Audit fees (1)
    
    
    228
    
    
    
    
    
    
    
    77
    %
    
    
    216
    
    
    
    68
    %Audit-related fees (2)
    
    
    29
    
    
    
    
    
    
    
    10
    
    
    
    55
    
    
    
    17Tax fees (3)
    
    
    39
    
    
    
    
    
    
    
    13
    
    
    
    49
    
    
    
    15Total
    
    Ch$
    296
    
    
    
    
    
    
    
    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. Directors 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 directors committee. Any
service proposals submitted by external auditors need to be discussed and approved by the
directors 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 of directors. 
 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Not Applicable. 97




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##### Table of Contents



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 registered
accounting firm, are filed as part of this annual report: PageIndex to Consolidated Financial Statements
    
    
    F-1Report of Independent Registered Accounting Firm
    
    
    F-3Consolidated Balance Sheets at December 31,
2004 and 2003
    
    
    F-4Consolidated Statements of Income for the years ended December 31,
2004, 2003 and 2002
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31,
2004, 2003 and 2002
    
    
    F-7Notes to Consolidated Financial Statements at December 31, 2004 and
2003 and for the years ended December 31, 2004, 2003 and 2002
    
    
    F-9
 Exhibits The exhibits filed with or incorporated by reference 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).
 98




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##### Table of Contents



EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES Consolidated financial statements As of December 31, 2004 and 2003 and for each   
of three years in the period ended December 31, 2004 CONTENTS Report of independent registered accounting firm
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 dollarsUF
    
    -
    
    Unidades de Fomento (Chilean government inflation-indexed monetary units)A$
    
    -
    
    Argentine pesosThA$
    
    -
    
    Thousands of Argentine pesosR$
    
    -
    
    Brazilian realsThR$
    
    -
    
    Thousands of Brazilian reals
    
    -
    
    EuroTh
    
    -
    
    Thousands of Euro
 (PRICEWATERHOUSECOOPERS LOGO)




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM 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, 2004 and 2003, and the related Consolidated
Statements of Income and of Cash Flows for each of the three years in the period ended December 31,
2004, all expressed in thousands of constant Chilean pesos of December 31, 2004. 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, 2004 and 2003 and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2004, 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 28 to the consolidated financial
statements. /s/PricewaterhouseCoopers Santiago, Chile
June 29, 2005 F - 1




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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, 2004) At December 31,ASSETS
    
    Note
    
    
    2004
    
    
    2003ThCh$
    
    
    ThCh$CURRENT ASSETSCash
    
    
    
    
    
    
    13,826,989
    
    
    
    9,579,370Time deposits
    
    
    3
    
    
    
    7,561,598
    
    
    
    6,767,470Marketable securities
    
    
    4
    
    
    
    16,081,715
    
    
    
    25,720,902Trade accounts receivable (net)
    
    
    5
    
    
    
    31,217,559
    
    
    
    29,072,982Notes receivable (net)
    
    
    5
    
    
    
    10,001,535
    
    
    
    11,728,404Other receivables (net)
    
    
    5
    
    
    
    16,274,670
    
    
    
    14,017,641Amounts receivable from related companies
    
    
    6 a
    )
    
    
    82,074
    
    
    
    Inventories (net)
    
    
    7
    
    
    
    20,717,573
    
    
    
    20,182,359Recoverable taxes
    
    
    
    
    
    
    5,572,967
    
    
    
    4,683,314Prepaid expenses
    
    
    
    
    
    
    1,892,602
    
    
    
    2,187,216Deferred income taxes
    
    
    8 b
    )
    
    
    
    
    
    
    1,382,778Other current assets
    
    
    9
    
    
    
    9,092,734
    
    
    
    5,690,442Total current assets
    
    
    
    
    
    
    132,322,016
    
    
    
    131,012,878PROPERTY, PLANT AND EQUIPMENT
    
    
    10Land
    
    
    
    
    
    
    14,277,192
    
    
    
    14,522,927Buildings and improvements
    
    
    
    
    
    
    91,456,638
    
    
    
    94,308,584Machinery and equipment
    
    
    
    
    
    
    217,520,647
    
    
    
    228,020,894Other property, plant and equipment
    
    
    
    
    
    
    180,840,046
    
    
    
    179,132,218Technical reappraisal of property, plant and equipment
    
    
    
    
    
    
    1,944,052
    
    
    
    1,944,052Less: Accumulated depreciation
    
    
    
    
    
    
    (352,411,864
    )
    
    
    (344,616,057
    )Total property, plant and equipment
    
    
    
    
    
    
    153,626,711
    
    
    
    173,312,618OTHER ASSETSInvestments in unconsolidated affiliates
    
    
    11
    
    
    
    20,012,845
    
    
    
    19,900,898Investments in other companies
    
    
    
    
    
    
    54,250
    
    
    
    624,762Goodwill (net)
    
    
    12
    
    
    
    83,815,110
    
    
    
    90,178,751Long-term receivables
    
    
    
    
    
    
    46,948
    
    
    
    62,912Amounts receivable from related companies
    
    
    6 a
    )
    
    
    33,652
    
    
    
    51,823Intangibles (net)
    
    
    
    
    
    
    214,903
    
    
    
    322,167Other long-term assets
    
    
    13
    
    
    
    189,604,765
    
    
    
    184,594,878Total other assets
    
    
    
    
    
    
    293,782,473
    
    
    
    295,736,191Total assets
    
    
    
    
    
    
    579,731,200
    
    
    
    600,061,687
 The accompanying Notes 1 to 28 are an integral part of these consolidated financial statements. F - 2




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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, 2004) At December 31,LIABILITIES, MINORITY INTEREST
AND SHAREHOLDERS EQUITY
    
    Note
    
    
    2004
    
    
    2003ThCh$
    
    
    ThCh$CURRENT LIABILITIESShort-term bank borrowings
    
    
    14 a
    )
    
    
    18,295,859
    
    
    
    5,334,402Current portion of long-term bank borrowings
    
    
    14 b
    )
    
    
    1,920,943
    
    
    
    2,049,084Current portion of bonds payable
    
    
    16
    
    
    
    13,282,248
    
    
    
    13,392,542Dividends payable
    
    
    
    
    
    
    6,904,006
    
    
    
    4,055,344Trade accounts payable
    
    
    
    
    
    
    33,635,007
    
    
    
    32,691,155Notes payable
    
    
    
    
    
    
    5,000
    
    
    
    32,059Other creditors
    
    
    
    
    
    
    2,906,499
    
    
    
    3,033,138Amounts payable to related companies
    
    
    6 b
    )
    
    
    10,305,520
    
    
    
    9,936,384Other accrued liabilities
    
    
    17
    
    
    
    319,138
    
    
    
    3,416,866Withholdings
    
    
    
    
    
    
    13,628,290
    
    
    
    14,518,953Income taxes payable
    
    
    
    
    
    
    4,917,045
    
    
    
    4,160,194Unearned income
    
    
    
    
    
    
    
    
    
    
    35,162Deferred income taxes
    
    
    8 b
    )
    
    
    135,756
    
    
    
    Other current liabilities
    
    
    
    
    
    
    140,463
    
    
    
    Total current liabilities
    
    
    
    
    
    
    106,395,774
    
    
    
    92,655,283LONG-TERM LIABILITIESLong-term bank borrowings
    
    
    15
    
    
    
    45,543,866
    
    
    
    50,542,180Bonds payable
    
    
    16
    
    
    
    111,802,542
    
    
    
    125,235,043Other creditors
    
    
    
    
    
    
    164,532
    
    
    
    234,421Other accrued liabilities
    
    
    17
    
    
    
    16,949,693
    
    
    
    12,035,592Deferred income taxes
    
    
    8 b
    )
    
    
    379,453
    
    
    
    1,369,028Other long-term liabilities
    
    
    
    
    
    
    7,594,829
    
    
    
    7,432,858Total long-term liabilities
    
    
    
    
    
    
    182,434,915
    
    
    
    196,849,122MINORITY INTEREST
    
    
    19

    
    
    
    51,881
    
    
    
    49,318COMMITMENTS AND CONTINGENCIES
    
    
    25
    
    
    
    
    
    
    
    SHAREHOLDERS EQUITY
    
    
    20Paid-in capital
    
    
    
    
    
    
    191,027,986
    
    
    
    191,027,986Other reserves
    
    
    
    
    
    
    14,574,144
    
    
    
    26,115,560Retained earnings from previous years
    
    
    
    
    
    
    56,671,256
    
    
    
    88,979,102Net income for the year
    
    
    
    
    
    
    40,158,726
    
    
    
    16,148,413Interim dividends
    
    
    
    
    
    
    (11,583,482
    )
    
    
    (11,763,097
    )Total shareholders equity
    
    
    
    
    
    
    290,848,630
    
    
    
    310,507,964Total liabilities and shareholders equity
    
    
    
    
    
    
    579,731,200
    
    
    
    600,061,687
 The accompanying Notes 1 to 28 are an integral part of these consolidated financial statements. F - 3




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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, 2004) For the years ended December 31,Note
    
    
    2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$OPERATING INCOMENet sales
    
    
    
    
    
    
    413,754,219
    
    
    
    396,527,668
    
    
    
    412,279,923Cost of sales
    
    
    
    
    
    
    (253,652,325
    )
    
    
    (253,392,620
    )
    
    
    (271,407,895
    )Gross profit
    
    
    
    
    
    
    160,101,894
    
    
    
    143,135,048
    
    
    
    140,872,028Administrative and selling expenses
    
    
    
    
    
    
    (97,215,835
    )
    
    
    (94,243,059
    )
    
    
    (97,886,841
    )Operating income
    
    
    
    
    
    
    62,886,059
    
    
    
    48,891,989
    
    
    
    42,985,187NON-OPERATING INCOME AND EXPENSEFinancial income
    
    
    
    
    
    
    23,316,793
    
    
    
    31,633,668
    
    
    
    25,399,366Share of gain from unconsolidated affiliates
    
    
    11
    
    
    
    988,287
    
    
    
    1,869,083
    
    
    
    9,439,832Other non-operating income
    
    
    21
    
    
    
    1,125,715
    
    
    
    9,675,755
    
    
    
    2,573,240Amortization of goodwill
    
    
    12
    
    
    
    (6,936,450
    )
    
    
    (6,783,813
    )
    
    
    (8,276,373
    )Financial expense
    
    
    
    
    
    
    (19,140,483
    )
    
    
    (20,479,724
    )
    
    
    (20,913,333
    )Other non-operating expense
    
    
    21
    
    
    
    (6,479,775
    )
    
    
    (8,005,198
    )
    
    
    (25,584,012
    )Price-level restatement
    
    
    
    
    
    
    (1,196,109
    )
    
    
    1,355,247
    
    
    
    (7,448,193
    )Exchange (losses) gains, net
    
    
    
    
    
    
    (10,457,832
    )
    
    
    (40,970,616
    )
    
    
    24,816,987Non-operating (expense) income
    
    
    
    
    
    
    (18,779,854
    )
    
    
    (31,705,598
    )
    
    
    7,514Income before income tax expense and minority interest
    
    
    
    
    
    
    44,106,205
    
    
    
    17,186,391
    
    
    
    42,992,701Income tax expense
    
    
    8 c
    )
    
    
    (3,944,802
    )
    
    
    (1,034,830
    )
    
    
    (8,804,713
    )Income before minority interest
    
    
    
    
    
    
    40,161,403
    
    
    
    16,151,561
    
    
    
    34,187,988Income attributable to minority interest
    
    
    19
    
    
    
    (2,677
    )
    
    
    (3,148
    )
    
    
    (2,720
    )Net income
    
    
    
    
    
    
    40,158,726
    
    
    
    16,148,413
    
    
    
    34,185,268
 The accompanying Notes 1 to 28 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 STATEMENTS OF CASH FLOWS (Restated for general price-level changes and expressed in
thousands of constant Chilean pesos of December 31, 2004) For the years ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$CASH FLOWS FROM OPERATING ACTIVITIESCollection of trade receivables
    
    
    561,753,378
    
    
    
    548,926,787
    
    
    
    601,087,747Financial income received
    
    
    10,141,633
    
    
    
    20,649,246
    
    
    
    16,582,704Dividends and other distributions received
    
    
    3,438,433
    
    
    
    
    
    
    
    11,925,156Collection of other receivables
    
    
    24,262
    
    
    
    31,776
    
    
    
    12,855Payments to suppliers and personnel
    
    
    (413,015,077
    )
    
    
    (411,640,979
    )
    
    
    (436,091,602
    )Interest paid
    
    
    (17,050,183
    )
    
    
    (17,650,038
    )
    
    
    (17,481,035
    )Income tax payments
    
    
    (4,233,232
    )
    
    
    (4,877,713
    )
    
    
    (4,678,695
    )Other expenses
    
    
    (19,445
    )
    
    
    (23,795
    )
    
    
    VAT and other similar items paid
    
    
    (70,751,079
    )
    
    
    (61,319,251
    )
    
    
    (69,585,958
    )Net cash provided by operating activities
    
    
    70,288,690
    
    
    
    74,096,033
    
    
    
    101,771,172CASH FLOWS FROM FINANCING ACTIVITIESBorrowings from banks
    
    
    60,090,409
    
    
    
    52,920,211
    
    
    
    52,992,899Other financing activities
    
    
    8,211
    
    
    
    
    
    
    
    Dividends paid
    
    
    (45,756,047
    )
    
    
    (52,284,465
    )
    
    
    (60,852,004
    )Payments of loans
    
    
    (46,879,365
    )
    
    
    (55,793,281
    )
    
    
    (57,175,701
    )Repayments of bonds
    
    
    (11,262,121
    )
    
    
    (5,738,468
    )
    
    
    (966,109
    )Net cash used in financing activities
    
    
    (43,798,913
    )
    
    
    (60,896,003
    )
    
    
    (66,000,915
    )CASH FLOWS FROM INVESTMENT ACTIVITIESProceeds from sales of property, plant and equipment
    
    
    855,778
    
    
    
    951,991
    
    
    
    654,838Proceeds from sales of other investments
    
    
    22,435,555
    
    
    
    153,145,209
    
    
    
    44,576,994Collections of loans to related companies
    
    
    
    
    
    
    
    
    
    
    298,152Additions to property, plant and equipment
    
    
    (25,240,989
    )
    
    
    (25,976,540
    )
    
    
    (24,680,950
    )Purchases of territory
    
    
    (7,864,914
    )
    
    
    
    
    
    
    Permanent investments
    
    
    (903,900
    )
    
    
    
    
    
    
    Loans to related companies
    
    
    
    
    
    
    
    
    
    
    (294,155
    )Purchases of other investments
    
    
    (26,873,219
    )
    
    
    (146,375,986
    )
    
    
    (60,169,134
    )Net cash used in investing activities
    
    
    (37,591,689
    )
    
    
    (18,255,326
    )
    
    
    (39,614,255
    )Net cash flows from operating, financing and investing
activities
    
    
    (11,101,912
    )
    
    
    (5,055,296
    )
    
    
    (3,843,998
    )PRICE  LEVEL RESTATEMENT OF CASH
AND CASH EQUIVALENTS
    
    
    (3,826,813
    )
    
    
    (4,251,118
    )
    
    
    (6,334,604
    )NET DECREASE IN CASH AND
CASH EQUIVALENTS
    
    
    (14,928,725
    )
    
    
    (9,306,414
    )
    
    
    (10,178,602
    )CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR
    
    
    42,067,742
    
    
    
    51,374,156
    
    
    
    61,552,758CASH AND CASH EQUIVALENTS AT END OF YEAR
    
    
    27,139,017
    
    
    
    42,067,742
    
    
    
    51,374,156
 The accompanying Notes 1 to 28 are an integral part of these consolidated financial statements. F - 5




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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, 2004) For the years ended December 31,2004
    
    

    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$RECONCILIATION BETWEEN NET INCOME AND NET
CASH FLOWS PROVIDED BY OPERATING ACTIVITIESNet income
    
    
    40,158,726
    
    
    
    16,148,413
    
    
    
    34,185,268Income on sales of assets:Loss (gain) on sale of property, plant and equipment
    
    
    281,381
    
    
    
    (199,635
    )
    
    
    (345,070
    )Gain on sale of investments
    
    
    
    
    
    
    (1,962
    )
    
    
    (740,377
    )(Gain) loss on sale of other assets
    
    
    (5,255
    )
    
    
    (17,225
    )
    
    
    670,532Adjustments to reconcile net income to net
cash provided by operating activitiesDepreciation
    
    
    32,580,229
    
    
    
    33,787,402
    
    
    
    41,687,621Amortization of intangibles
    
    
    266,130
    
    
    
    524,982
    
    
    
    2,370,746Write-offs and provisions
    
    
    4,656,360
    
    
    
    2,404,128
    
    
    
    6,113,047Share of income from unconsolidated affiliates
    
    
    (988,287
    )
    
    
    (1,869,083
    )
    
    
    (9,439,832
    )Amortization of goodwill
    
    
    6,936,450
    
    
    
    6,783,813
    
    
    
    8,276,373Price-level restatement
    
    
    1,196,109
    
    
    
    (1,355,247
    )
    
    
    7,448,193Exchange gains (losses), net
    
    
    10,457,832
    
    
    
    40,970,616
    
    
    
    (24,816,987
    )Other credits to income that do not represent cash flows
    
    
    (440,009
    )
    
    
    (3,947,127
    )
    
    
    Other debits to income that do not represent cash flows
    
    
    
    
    
    
    
    
    
    
    7,244,297Changes in operating assets(Increase) decrease in trade accounts receivable
    
    
    (3,121,819
    )
    
    
    (5,868,086
    )
    
    
    8,443,604Increase in inventories
    
    
    (2,110,263
    )
    
    
    (3,671,807
    )
    
    
    (2,475,968
    )(Increase) decrease in other assets
    
    
    (18,515,278
    )
    
    
    (23,666,078
    )
    
    
    17,397,836Changes in operating liabilities(Decrease) increase in accounts payable related to
operating income
    
    
    (7,802,735
    )
    
    
    2,180,186
    
    
    
    (22,442,850
    )Increase (decrease) in interest payable
    
    
    7,246,830
    
    
    
    (5,164,303
    )
    
    
    20,355,821Increase (decrease) increase in income taxes payable
    
    
    714,349
    
    
    
    (3,821,414
    )
    
    
    3,767,423Increase in other accounts payable related
to non-operating income
    
    
    3,076,147
    
    
    
    15,235,761
    
    
    
    2,006,378(Decrease) increase in VAT and other similar items
    
    
    (4,300,884
    )
    
    
    5,639,551
    
    
    
    2,062,397Income attributable to minority interest
    
    
    2,677
    
    
    
    3,148
    
    
    
    2,720Net cash provided by operating activities
    
    
    70,288,690
    
    
    
    74,096,033
    
    
    
    101,771,172
 The accompanying Notes 1 to 28 are an integral part of these consolidated financial statements. F - 6




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EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2004 AND 2003 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 Nova Iguaçu, 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 Territories expire in 2007. The franchises for
the Brazilian Territories expire in 2008. In Argentina, the Company holds franchises for each of
the Mendoza, Rosario and Córdoba operations, which expire in 2006. All these franchises 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 meetings of both Embotelladora del
Atlántico S.A. (EDASA) and Complejo Industrial Pet S.A. (CIPET), approved and confirmed a
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, pursuant to which CIPET was merged into EDASA
to become Edasas packaging division. 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). Accounting policies 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 - 7




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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 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 Chilean GAAP, 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 2002 and 2003 amounts to conform with the
2004 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 consolidated 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 Chilean peso 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 3.0%, 1.0% and 2.5% for the years ended November 30, 2002, 2003 and
2004, 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. Assets and liabilities that are denominated in inflation-indexed monetary units are stated at
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 2004, 2003
and 2002. Values for the UF are as follows (historical pesos per UF): December 31,2004
    
    
    2003
    
    
    2002Ch$
    
    
    Ch$
    
    
    Ch$Unidades de Fomento (UF)
    
    
    17,317.05
    
    
    
    16,920.00
    
    
    
    16,744.12
 F - 8




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##### Table of Contents



All amounts in the financial statements and notes are expressed in Chilean pesos of December 31,
2004 purchasing power, unless otherwise stated. For comparative purposes, the 2002 and 2003
financial statements, and the amounts disclosed in the related footnotes, have been restated in
terms of Chilean pesos of December 31, 2004 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: December 31,2004
    
    
    2003
    
    
    2002Ch$
    
    
    Ch$
    
    
    Ch$United States dollars (US$)
    
    
    557.40
    
    
    
    593.80
    
    
    
    718.61Argentine pesos (A$)
    

    
    187.11
    
    
    
    202.66
    
    
    
    213.24Brazilian Real (R$)
    
    
    209.99
    
    
    
    205.52
    
    
    
    203.38Euros ($)
    
    
    760.13
    
    
    
    744.95
    
    
    
    752.55
 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 and bonds stated at cost plus accrued interest. 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 - 9




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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. Depreciation expense, amounting to ThCh$32,580,229, ThCh$33,787,402 and ThCh$41,687,621 for 2004,
2003 and 2002, respectively, was determined using the straight-line method based on the estimated
useful lives of the assets, which are as follows: F - 10




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##### Table of Contents



YearsBuildings and improvements
    
    25-60Machinery and equipment
    
    10Containers
    
    2-5Other
    
    1-10
 k) Deposits for containers This liability is constituted by cash guarantees paid by customers for containers when they
purchase our products. The liability for deposits for containers in circulation is estimated based
on an annual inventory count of containers held by customers. The inventory is valued at the
average weighted value of the deposit value over the past seven years per container type and any
adjustments are recorded in the Companys operating results for all container guarantees received
until January 31, 2001. These guarantees are not adjusted for price-level restatements and have no
expiration date, the valuation of this liability considers the aforementioned seven year period. After January 31, 2001, if the customer does not return the containers for a period of five years
from the invoice date, the Company, without any further proceedings, may cash part or all of the
deposit. The effect of this operation is recorded in the Companys operating results. 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$6,303,535 and ThCh$7,108,131 at December 31, 2004 and 2003, 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 20% (10% for 2003 and
2002) but is less than 50% are accounted for using the equity method. On January, 1 2004, Technical
Bulletin No. 72 was adopted mandating that all investment with ownership interests greater than 20%
should be accounted for pursuant to 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 20% (10% for 2003 and 2002) are
accounted for at cost plus price-level restatements, except for subsidiaries in which the Company
has significant influence which are also accounted for using the equity method. m) Long-term investments Long-term investments mainly include investments in bonds and time deposits which are recorded at
cost plus accrued interest. F - 11




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n) Goodwill Until December 31, 2003, the Company classified the cost in excess of book value of the net assets
of companies acquired in purchase transactions as goodwill. Effective January 1, 2004, Technical
Bulletin No. 72 requires the determination of goodwill and negative goodwill based on the fair
value of the acquired company. Goodwill generated on acquisitions is amortized on a straight-line
basis over 20 years. Amortization of goodwill amounted to ThCh$ 6,936,450, ThCh$ 6,783,813 and
ThCh$ 8,276,373 for the years ended December 31, 2004, 2003 and 2002, respectively. The Company
evaluates the recoverability of goodwill on a periodic basis. 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, are 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
the average future service period for all employees covered by such agreement. 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. F - 12




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s) Derivative transactions The Company enters into hedging contracts including foreign currency forward exchange contracts and
cross-currency 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 sheets at their
fair value. Derivative instruments are accounted for as follows: Hedges of forecasted transaction-Foreign currency forward exchange contracts: 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 financial income or expense in the
consolidated statements of income. Non-hedge accounting-Cross-currency swap agreements: The derivative instrument is stated at its fair value on the consolidated balance sheets and
any change in the fair value is recognized in earnings in financial income or expense in the
consolidated statements of income. 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 statements of income. 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. F - 13




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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. 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 year 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 31,2004
    
    
    2003ThCh$
    
    
    ThCh$Foreign currency deposits
    
    
    7,561,598
    
    
    
    6,767,470Total
    
    
    7,561,598
    
    
    
    6,767,470
 NOTE 4  MARKETABLE SECURITIES Marketable securities at each year-end consisted of the followings: At December 31,2004
    
    
    2003ThCh$
    
    
    ThCh$Bonds Compañía Manufacturera de Papeles y Cartones S.A.
    
    
    5,578,770
    
    
    
    Credit link Cemex
    
    
    4,752,515
    
    
    
    Mutual funds
    
    
    
    
    
    
    370,050Money market funds
    
    
    5,750,430
    
    
    
    25,350,852Total
    
    
    16,081,715
    
    
    
    25,720,902
 F - 14




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##### Table of Contents



NOTE 5  RECEIVABLES Of the portfolio of receivables at December 31, 2004, 95.7% corresponded to the soft
drinks business and 4.3% to the container business. Details of receivables are as
follows: At December 31,2004
    
    
    2003ThCh$
    
    
    ThCh$Trade accounts receivable
    
    
    33,158,667
    
    
    
    30,901,613Allowance for doubtful accounts
    
    
    (1,941,108
    )
    
    
    (1,828,631
    )Subtotal trade accounts receivable (net)
    
    
    31,217,559
    
    
    
    29,072,982Notes receivable
    
    
    11,417,496
    
    
    
    12,867,003Allowance for doubtful accounts
    
    
    (1,415,961
    )
    
    
    (1,138,599
    )Subtotal notes receivable (net)
    
    
    10,001,535
    
    
    
    11,728,404Other receivables
    
    
    16,349,394
    
    
    
    14,198,296Allowance for doubtful accounts
    
    
    (74,724
    )
    
    
    (180,655
    )Subtotal other receivables
    
    
    16,274,670
    
    
    
    14,017,641Total receivables
    
    
    60,925,557
    
    
    
    57,966,912Total allowance for doubtful accounts
    
    
    (3,431,793
    )
    
    
    (3,147,885
    )Total net receivables
    
    
    57,493,764
    
    
    
    54,819,027
 Notes receivable consisted primarily of post-dated checks for the purchases of goods
and other receivables consisted primarily of advance payments made to suppliers and
amounts due from employees. Gross balances outstanding for 90 days or less were ThCh$56,914,253 and ThCh$53,818,789
at December 31, 2004 and 2003, respectively. Gross balances outstanding for more than
90 days were ThCh$4,011,304 and ThCh$4,148,123 at December 31, 2004 and 2003,
respectively. The Companys bad debt expense totaled ThCh$867,790 in 2004, ThCh$349,448 in 2003 and
ThCh$404,343 in 2002. F - 15




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##### Table of Contents



NOTE 6  AMOUNTS AND TRANSACTIONS WITH RELATED COMPANIES Amounts payable and receivable with related companies correspond to product purchases and
sales made on market terms. These balances are generally due within approximately 45 days. a) Amounts receivable At December 31,Short - term
    
    
    Long - termCompany
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Centralli Refrigerantes S.A.
    
    
    82,074
    
    
    
    
    
    
    
    
    
    
    
    Coca Cola de Chile S.A.
    
    
    
    
    
    
    
    
    
    
    33,652
    
    
    
    51,823Total
    
    
    82,074
    
    
    
    
    
    
    
    33,652
    
    
    
    51,823
 b) Amounts payable At December 31,Short - term
    
    
    Long - termCompany
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Envases CMF S.A.
    
    
    4,014,645
    
    
    
    2,978,272
    
    
    
    
    
    
    
    Recofarma Industrias do Amazonas Ltda.
    
    
    3,609,449
    
    
    
    2,321,141
    
    
    
    
    
    
    
    Envases Central S.A.
    
    
    1,063,912
    
    
    
    652,448
    
    
    
    
    
    
    
    Coca Cola de Chile S.A.
    
    
    562,271
    
    
    
    2,895,764
    
    
    
    
    
    
    
    Coca Cola de Argentina S.A.
    
    
    534,153
    
    
    
    515,566
    
    
    
    
    
    
    
    Cervejarias Kaiser S.A.
    
    
    295,644
    
    
    
    573,193
    
    
    
    
    
    
    
    Envases del Pacífico S.A.
    
    
    225,446
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    10,305,520
    
    
    
    9,936,384
    
    
    
    
    
    
    
    
 F - 16




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##### Table of Contents



c) Transactions with related companies were as follows: Amounts of transactions forthe year ended December 31,Company
    
    Relation
    
    Transaction
    
    2004
    
    2003
    
    2002ThCh$
    
    ThCh$
    
    ThCh$Envases Central S.A.
    
    Equity investee
    
    Sales of raw materials and
supplies
    
    
    697,231
    
    
    
    1,191,782
    
    
    
    1,308,638Finished product purchases
    
    
    12,545,653
    
    
    
    14,230,607
    
    
    
    13,931,488Loan granted
    
    
    
    
    
    
    
    
    
    
    298,152Coca-Cola de Chile S.A.
    
    Related shareholder
    
    Concentrate purchases
    
    
    36,749,069
    
    
    
    35,125,278
    
    
    
    40,936,369Collection of advertising
participation
    
    
    1,721,656
    
    
    
    2,860,010
    
    
    
    2,861,383Water source rental
    
    
    1,366,055
    
    
    
    1,321,604
    
    
    
    1,619,811Others
    
    
    
    
    
    
    565,305
    
    
    
    1,207,233Coca-Cola de Argentina S.A.
    
    Related shareholder
    
    Concentrate purchases
    
    
    
    
    
    
    14,092,442
    
    
    
    10,794,233SPBR S.R.L.
    
    Related shareholder
    
    Concentrate purchases
    
    
    16,950,334
    
    
    
    
    
    
    Envases del Pacífico S.A.
    
    Director in common
    
    Purchase of raw materials
    
    
    845,268
    
    
    
    963,201
    
    
    
    158,643Recofarma Industrias do
Amazonas Ltda.
    
    Related shareholder
    
    Concentrate purchases
    
    
    25,619,404
    
    
    
    17,688,962
    
    
    
    26,099,609Payment of advertising
participation
    
    
    3,664,259
    
    
    
    4,034,183
    
    
    
    16,003,064Others
    
    
    265,982
    
    
    
    753,453
    
    
    Envases CMF S.A.
    
    Equity investee
    
    Container purchases
    
    
    13,415,007
    
    
    
    13,473,558
    
    
    
    13,368,552Sale of raw materials
    
    
    49,859
    
    
    
    1,300,252
    
    
    Services rendered
    
    
    125,859
    
    
    
    284,977
    
    
    Centralli Refrigerantes S.A.
    
    Equity investee
    
    Finished product purchases
    
    
    
    
    
    
    869,010
    
    
    
    4,508,469Envases Italprint S.A.
    
    Director in common
    
    Raw material purchases
    
    
    
    
    
    
    9,195
    
    
    
    717,350Cican S.A.
    
    Equity investee
    
    Finished product purchases
    
    
    
    
    
    
    
    
    
    
    1,738,410Cervejarias Kaiser S.A.
    
    Equity investee
    
    Finished product purchases
    
    
    
    
    
    
    
    
    
    
    5,093,871Advertising participation
    
    
    
    
    
    
    
    
    
    
    1,159,839
 F - 17




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##### Table of Contents



NOTE 7  INVENTORIES Inventories at each year  end consisted of the following: At December 31,2004
    
    
    2003Gross
    
    
    Obsolescence
    
    
    Net
    
    
    Gross
    
    
    Obsolescence
    
    
    NetValue
    
    
    provision
    
    
    Value
    
    
    value
    
    
    provision
    
    
    ValueThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Finished products
    
    
    7,263,175
    
    
    
    (49,898
    )
    
    
    7,213,277
    
    
    
    8,237,852
    
    
    
    (131,359
    )
    
    
    8,106,493Products in process
    
    
    74,235
    
    
    
    
    
    
    
    74,235
    
    
    
    75,258
    
    
    
    
    
    
    
    75,258Raw materials
    
    
    11,755,369
    
    
    
    (172,902
    )
    
    
    11,582,467
    
    
    
    9,810,219
    
    
    
    (87,579
    )
    
    
    9,722,640Raw materials in transit
    
    
    1,847,594
    
    
    
    
    
    
    
    1,847,594
    
    
    
    2,277,968
    
    
    
    
    
    
    
    2,277,968Total
    
    
    20,940,373
    
    
    
    (222,800
    )
    
    
    20,717,573
    
    
    
    20,401,297
    
    
    
    (218,938
    )
    
    
    20,182,359
 NOTE 8  INCOME TAXES AND DEFERRED INCOME TAXES a) General: At December 31, 2004, the Company has no accumulated taxable profits with shareholders credit. At December 31, 2003, the Companys accumulated taxable profits with 16.5% shareholders credit
amounted to ThCh$3,663,628. F - 18




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##### Table of Contents



b) Deferred income taxes at each year-end were as follows: December 31, 2004
    
    
    December 31, 2003Assets
    
    
    Liabilities
    
    
    Assets
    
    
    LiabilitiesShort Term
    
    
    Long Term
    
    
    Short Term
    
    
    Long Term
    
    
    Short Term
    
    
    Long Term
    
    
    Short Term
    
    
    Long TermThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh
    
    
    ThCh$Temporary DifferencesAllowance for doubtful accounts
    
    
    431,517
    
    
    
    112,155
    
    
    
    
    
    
    
    
    
    
    
    465,306
    
    
    
    188,000
    
    
    
    
    
    
    
    Vacation accrual
    
    
    119,090
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,192
    
    
    
    
    
    
    
    
    
    
    
    Depreciation of property, plant
and equipment
    
    
    
    
    
    
    
    
    
    
    122,046
    
    
    
    4,905,575
    
    
    
    
    
    
    
    
    
    
    
    119,981
    
    
    
    5,727,039Staff severance indemnities
    
    
    
    
    
    
    
    
    
    
    5,210
    
    
    
    560,731
    
    
    
    
    
    
    
    
    
    
    
    5,302
    
    
    
    555,248Provision for assets written  off
    
    
    160,841
    
    
    
    994,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,340,844
    
    
    
    
    
    
    
    Provision for labor and
commercial lawsuits
    
    
    
    
    
    
    3,335,013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,300,588
    
    
    
    
    
    
    
    Tax loss carryforwards
    
    
    379,880
    
    
    
    14,021,515
    
    
    
    
    
    
    
    
    
    
    
    277,482
    
    
    
    17,568,223
    
    
    
    
    
    
    
    Deposits in guarantee
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,658,127
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,567,681Other
    
    
    802,760
    
    
    
    2,507,014
    
    
    
    
    
    
    
    450,526
    
    
    
    464,592
    
    
    
    2,423,811
    
    
    
    22,356
    
    
    
    391,291Contingency allowance
    
    
    
    
    
    
    1,521,759
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,235,984
    
    
    
    
    
    
    
    Social contributions
    
    
    136,758
    
    
    
    2,554,273
    
    
    
    
    
    
    
    
    
    
    
    99,893
    
    
    
    2,489,821
    
    
    
    
    
    
    
    Development of containers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101,878
    
    
    
    
    
    
    
    
    
    
    
    Accrued interest foreign
companies
    
    
    
    
    
    
    
    
    
    
    2,039,346
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    OthersComplementary accounts, net of
amortization
    
    
    
    
    
    
    (3,754,644
    )
    
    
    
    
    
    
    (3,617,963
    )
    
    
    (7,926
    )
    
    
    (3,766,638
    )
    
    
    
    
    
    
    (4,457,492
    )Valuation allowance (*)
    
    
    
    
    
    
    (16,714,346
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,365,894
    )
    
    
    
    
    
    
    Total
    
    
    2,030,846
    
    
    
    4,577,543
    
    
    
    2,166,602
    
    
    
    4,956,996
    
    
    
    1,530,417
    
    
    
    3,414,739
    
    
    
    147,639
    
    
    
    4,783,767
 Short-term deferred tax assets are presented net of short-term deferred tax liabilities.
Long-term deferred tax liabilities are presented net of long-term deferred tax assets. 
 (*) The decrease of ThCh$ 3,651,548 in the valuation allowance between 2004 and 2003 is mainly
due to (i) a reversal of ThCh$ 2,000,186 in Argentina, as a result of an improved expectation of
recovering the tax loss carryforward. Based on the economic recovery experienced by that country
during 2004 in 2004 and 2003 and, (ii) a translation effect of ThCh$ 1,651,362 as part of the
valuation allowance is denominated in currencies other than the Chilean peso that are translated
into Chilean pesos at year-end exchange rates. c) Income tax expense for each year was as follows: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Current income tax expense
    
    
    (3,940,899
    )
    
    
    (3,102,444
    )
    
    
    (7,945,848
    )Tax expense adjustment (previous period)
    
    
    542,861
    
    
    
    652,284
    
    
    
    (23,609
    )Deferred income tax (expense) benefit over assets
or liabilities
    
    
    (1,349,682
    )
    
    
    696,308
    
    
    
    6,281,650Amortization of deferred income tax asset and liability
complementary accounts
    
    
    (963,137
    )
    
    
    (616,155
    )
    
    
    1,995,501Recoverable tax losses
    
    
    
    
    
    
    
    
    
    
    199,761Change in valuation allowance
    
    
    2,000,181
    
    
    
    1,474,060
    
    
    
    (9,145,679
    )Other charges or credits
    
    
    (234,126
    )
    
    
    (138,883
    )
    
    
    (166,489
    )Total
    
    
    (3,944,802
    )
    
    
    (1,034,830
    )
    
    
    (8,804,713
    )
 F - 19




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##### Table of Contents



d)
    
    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$2004
    
    
    37,951,684
    
    
    
    6,017,044
    
    
    
    137,477
    
    
    
    44,106,2052003
    
    
    25,337,226
    
    
    
    (5,559,979
    )
    
    
    (2,590,856
    )
    
    
    17,186,3912002
    
    
    61,083,088
    
    
    
    2,253,185
    
    
    
    (20,343,572
    )
    
    
    42,992,701
 NOTE 9  OTHER CURRENT ASSETS Other current assets at each year-end consisted of the following: At December 31,2004
    
    
    2003ThCh$
    
    
    ThCh$Supplies
    
    
    3,631,352
    
    
    
    3,478,556Cross currency swap current portion
    
    
    3,041,918
    
    
    
    Other
    
    
    2,419,464
    
    
    
    2,211,886Total
    
    
    9,092,734
    
    
    
    5,690,442
 NOTE 10  PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists principally of land, buildings, improvements and machinery.
Machinery and equipment includes production lines and supporting equipment; sugar processing and
liquefaction equipment; transportation machinery; and computer equipment. The Company has
purchased insurance to cover its fixed assets and inventories. These assets are distributed as
follows: Chile
    
    :
    
    Santiago, Renca, Rancagua, San Antonio and RengoArgentina
    
    :
    
    Buenos Aires, Mendoza, Córdoba, and RosarioBrazil
    
    :
    
    Río de Janeiro, Niteroi, Campos, Cabo Frio, Nova Iguaçu, Espíritu Santo and Vitoria
 F - 20




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##### Table of Contents



a)
    
    Principal components of property, plant and equipment at each year-end are as follows: Balances at December 31, 2004
    
    
    Balances at December 31, 2003Net property,
    
    
    
    
    
    
    
    
    
    
    Net property,Accumulated
    
    
    plant and
    
    
    
    
    
    
    Accumulated
    
    
    plant andAssets
    
    
    depreciation
    
    
    equipment
    
    
    Assets
    
    
    depreciation
    
    
    equipmentThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Land
    
    
    14,277,192
    
    
    
    
    
    
    
    14,277,192
    
    
    
    14,522,927
    
    
    
    
    
    
    
    14,522,927Buildings and improvements
    
    
    91,456,638
    
    
    
    (34,023,784
    )
    
    
    57,432,854
    
    
    
    94,308,584
    
    
    
    (33,847,121
    )
    
    
    60,461,463Machinery and equipment
    
    
    217,520,647
    
    
    
    (163,464,924
    )
    
    
    54,055,723
    
    
    
    228,020,894
    
    
    
    (157,647,171
    )
    
    
    70,373,723Other property, plant and equipment
    
    
    180,840,046
    
    
    
    (154,348,577
    )
    
    
    26,491,469
    
    
    
    179,132,218
    
    
    
    (152,556,974
    )
    
    
    26,575,244Technical reappraisal of property,
plant and equipment
    
    
    1,944,052
    
    
    
    (574,579
    )
    
    
    1,369,473
    
    
    
    1,944,052
    
    
    
    (564,791
    )
    
    
    1,379,261Total
    
    
    506,038,575
    
    
    
    (352,411,864
    )
    
    
    153,626,711
    
    
    
    517,928,675
    
    
    
    (344,616,057
    )
    
    
    173,312,618
  b)
    
    Other property, plant and equipment at each year-end are as follows: At December 31,2004
    
    
    2003ThCh$
    
    
    ThCh$Furniture and tools
    
    
    24,160,501
    
    
    
    25,093,889Refrigeration equipment, promotional
items and other minor assets
    
    
    42,616,567
    
    
    
    44,378,850Containers
    
    
    103,902,438
    
    
    
    98,677,376Other
    
    
    10,160,540
    
    
    
    10,982,103Total other property, plant and equipment
    
    
    180,840,046
    
    
    
    179,132,218
  c)
    
    Technical reappraisal of property, plant and equipment at each year end was as follows: Balances at December 31, 2004
    
    
    Balances at December 31, 2003Net property,
    
    
    
    
    
    
    
    
    
    
    Net property,Accumulated
    
    
    plant and
    
    
    
    
    
    
    Accumulated
    
    
    plant andAssets
    
    
    depreciation
    
    
    equipment
    
    
    Assets
    
    
    depreciation
    
    
    equipmentThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Land
    
    
    1,299,367
    
    
    
    
    
    
    
    1,299,367
    
    
    
    1,299,367
    
    
    
    
    
    
    
    1,299,367Buildings and improvements
    
    
    180,165
    
    
    
    (118,529
    )
    
    
    61,636
    
    
    
    180,165
    
    
    
    (114,163
    )
    
    
    66,002Machinery and equipment
    
    
    464,520
    
    
    
    (456,050
    )
    
    
    8,470
    
    
    
    464,520
    
    
    
    (450,628
    )
    
    
    13,892Total
    
    
    1,944,052
    
    
    
    (574,579
    )
    
    
    1,369,473
    
    
    
    1,944,052
    
    
    
    (564,791
    )
    
    
    1,379,261
  d)
    
    The total depreciation charge is recorded under operating income on the consolidated
statements of income. F - 21




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##### Table of Contents



NOTE 11  INVESTMENT IN UNCONSOLIDATED AFFILIATES Investments in related companies and the related direct participation in equity and unrealized
results at each year-end were as follows: Ownership(*)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Participation in
    
    
    
    
    
    
    
    
    
    
    Book valueFunctional
    
    interest
    
    
    Accrued income
    
    
    Equity
    
    
    Unrealized losses
    
    
    of investmentCompany
    
    Country
    
    currency
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003%
    
    
    %
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Envases CMF S.A.
    
    Chile
    
    Chilean pesos
    
    
    50.00
    
    
    
    50.00
    
    
    
    219,018
    
    
    
    (499,253
    )
    
    
    238,374
    
    
    
    17,339,544
    
    
    
    16,617,439
    
    
    
    1,134,950
    
    
    
    1,375,720
    
    
    
    16,204,594
    
    
    
    15,241,719Envases Central S.A.
    
    Chile
    
    Chilean pesos
    
    
    49.91
    
    
    
    48.00
    
    
    
    81,323
    
    
    
    107,462
    
    
    
    (195,553
    )
    
    
    2,383,340
    
    
    
    1,454,417
    
    
    
    212,711
    
    
    
    212,711
    
    
    
    2,170,629
    
    
    
    1,241,706Kaik Participacoes
Ltda.
    
    Brazil
    
    US dollars
    
    
    11.32
    
    
    
    11.32
    
    
    
    567,149
    
    
    
    2,320,752
    
    
    
    11,371,348
    
    
    
    903,595
    
    
    
    2,556,005
    
    
    
    
    
    
    
    
    
    
    
    903,595
    
    
    
    2,556,005Cican S.A.
    
    Argentina
    
    US dollars
    
    
    15.20
    
    
    
    15.20
    
    
    
    120,797
    
    
    
    (59,878
    )
    
    
    (1,974,337
    )
    
    
    734,027
    
    
    
    861,468
    
    
    
    
    
    
    
    
    
    
    
    734,027
    
    
    
    861,468Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    988,287
    
    
    
    1,869,083
    
    
    
    9,439,832
    
    
    
    21,360,506
    
    
    
    21,489,329
    
    
    
    1,347,661
    
    
    
    1,588,431
    
    
    
    20,012,845
    
    
    
    19,900,898
 
 (*)
    
    Corresponds to the number of shares and rights of Andina over the total shares and rights
in each of the companies. This percentage equals the voting right in each of entity, where there
are no preferential shares.  1
    
    The main changes that occurred in the reported periods are the following:  
    
    On March 27, 2003, the Company sold its shares of Agromax S.A. for ThA$ 132,
generating a gain for that same amount, which is shown in other non-operating
income, on the consolidated statements of income.
    
    The equity investee Centralli Refrigerante S.A., Brazil, has negative
shareholders equity, which is provisioned in the corresponding proportion on
the Companys records. Ownership is 25%.
    
    At the Extraordinary Shareholders Meeting of the closed stock corporation,
Envases Central S.A., which took place on March 30, 2004, the shareholders
approved a resolution to increase the companys capital to ThCh$ 4,606,133,
through an issue of an additional 1,743,555 shares, with no nominal value and
of the same previously existing series. Andina subscribed and paid for 929,838
shares for a total contribution of ThCh$ 879,945 holding an ownership interest
in Envases Central 49.91%.
    
    The investment in Envases Central S.A. is presented with a 48% reduction of
the earnings generated from the sale to Envases Central during December 1996
for property located in Renca, because this transaction represents unrealized
income for the Company. The amount of the reduction was ThCh$212,711 (in
constant pesos of December 31, 2004). This transaction will be consummated once
the property is transferred to a third party.
    
    The investment in Envases CMF S.A. is presented with a 50% reduction in
earnings generated from the sale of machinery and equipment of the Companys
subsidiary Envases Multipack S.A. which took place in June 2001, and will be
recognized in earnings during the remaining useful life of the assets sold to
Envases CMF S.A.
    
    The results recognized by the investment in Envases CMF S.A., are decreased
(unrealized) by earnings generated from the sale of bottles that Envases CMF
S.A. sells to Andina and that as of the date of closing of the financial
statements are considered assets. The amount for this concept as of December
31, 2004 totals ThCh$862,887 (ThCh$1,223,699 and ThCh$1,081,627 as of December
31, 2003 and 2002, respectively). F - 22




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##### Table of Contents




    
    During 2004, Envases CMF S.A. distributed dividends to Andina amounting to
ThCh$359,800 (ThCh$666,250 during 2003).
    
    During September 2004, Kaik Participacoes Ltda. distributed dividends to
Refrescos amounting to ThCh$2,180,697.
    
    The Company, through its subsidiary Refrescos, has an indirect equity
investment (11.3%) in Kaik Participacoes Ltda. (Kaik). Kaik, in turn, had a
33.5% equity investment in Cervejarias Kaiser S.A., which on March 19, 2002 was
sold for US$ 484.5 million to Molson Inc. 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 this
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.  2
    
    Income available to be remitted by subsidiaries abroad which have not been taxed in
Chile amount to US$ 146.57 million. The Company does not have any current plans to
remit such income to Chile.  3
    
    The investment in Kaik Participacoes Ltda. (Brazil) and in Cican S.A. (Argentina),
where The Company holds an indirect ownership of 11.3% and 15.2%, respectively, have
been accounted for under the equity method, as described in Note 1 l), because we have
the right to designate a director at each company, who participates in the process of
setting policies, operating and financial decisions in accordance with the ownership
structure of both companies, which are exclusively owned by Coca-Cola bottlers in
Brazil and Argentina, respectively. NOTE 12  GOODWILL Goodwill at each year-end and the amortization during each year were as follows: At December 31,2004
    
    2003
    
    2002Amortization
    
    Goodwill
    
    Amortization
    
    Goodwill
    
    Amortization
    
    Goodwillduring the year
    
    balance
    
    during the year
    
    balance
    
    during the year
    
    balanceThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Rio de Janeiro Refrescos Ltda
    
    
    3,444,991
    
    
    
    50,168,656
    
    
    
    3,595,077
    
    
    
    49,819,316
    
    
    
    4,378,811
    
    
    
    64,933,088Embotelladora del Atlántico S.A.
    
    
    2,920,259
    
    
    
    32,898,373
    
    
    
    3,188,736
    
    
    
    39,111,646
    
    
    
    3,897,562
    
    
    
    51,703,354Vital S.A.
    
    
    498,721
    
    
    
    748,081
    
    
    
    
    
    
    
    1,247,789
    
    
    
    
    
    
    
    1,260,268Envases Central S.A.
    
    
    72,479
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    6,936,450
    
    
    
    83,815,110
    
    
    
    6,783,813
    
    
    
    90,178,751
    
    
    
    8,276,373
    
    
    
    117,896,710
 Accumulated amortization was ThCh$76,441,322 and ThCh$69,504,872 at December 31, 2004 and
2003, respectively. F - 23




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##### Table of Contents



NOTE 13  OTHER LONG-TERM ASSETS Other assets at each year-end were as follows: At December 31,2004
    
    
    2003ThCh$
    
    
    ThCh$Long-term investmentsBonds:Petróleos Mexicanos
    
    
    13,012,157
    
    
    
    12,988,942Celulosa Arauco S.A.
    
    
    12,671,913
    
    
    
    5,956,687Bono Soberano México
    
    
    10,863,242
    
    
    
    8,700,580Enap S.A.
    
    
    10,084,935
    
    
    
    7,719,311Endesa S.A.
    
    
    8,551,071
    
    
    
    Teléfonos de México S.A.
    
    
    8,156,884
    
    
    
    3,134,885Bono Soberano Chile
    
    
    8,051,503
    
    
    
    8,833,751Banco Santander Santiago S.A.
    
    
    7,860,239
    
    
    
    8,624,936Codelco
    
    
    5,764,830
    
    
    
    Compañía Manufacturera de Papeles y Cartones S.A.
    
    
    4,913,165
    
    
    
    6,103,143Banco Scotiabank Sud Americano
    
    
    2,838,742
    
    
    
    3,125,443Chilgener S.A.
    
    
    
    
    
    
    15,457,918Enersis S.A.
    
    
    
    
    
    
    6,223,175Time deposits-Deutsche Bank AG
    
    
    45,920,861
    
    
    
    50,125,891Credit link Enersis
    
    
    11,488,605
    
    
    
    11,540,661Credit link Endesa
    
    
    5,751,300
    
    
    
    6,276,530Credit link GMAC
    
    
    1,805,976
    
    
    
    Credit link Ford
    
    
    1,672,200
    
    
    
    Credit link Cemex
    
    
    
    
    
    
    5,189,441Credit link LQ
    
    
    
    
    
    
    1,473,652Cross currency swap receivable
    
    
    17,934,968
    
    
    
    11,512,922Subtotal long-term investments
    
    
    177,342,591
    
    
    
    172,987,868OthersJudicial deposits (Brazil)
    
    
    3,664,257
    
    
    
    1,290,463Bond issuance expense and par value difference
    
    
    3,512,658
    
    
    
    3,901,999Prepaid expenses
    
    
    1,564,203
    
    
    
    2,354,614Non-operating assets
    
    
    914,629
    
    
    
    1,564,798Recoverable taxes
    
    
    48,941
    
    
    
    54,334Others
    
    
    2,557,486
    
    
    
    2,440,802Subtotal others
    
    
    12,262,174
    
    
    
    11,607,010Total
    
    
    189,604,765
    
    
    
    184,594,878
 F - 24




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##### Table of Contents



NOTE 14  SHORT-TERM BANK BORROWINGS a) Short-term bank borrowings were as follows: At December 31,Currency or indexation adjustmentOther foreign currencies
    
    
    Non-Indexed Ch$
    
    
    TotalBank
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Banco
Itaú
    
    
    54
    
    
    
    2,915
    
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    2,915Banco de Chile
    
    
    
    
    
    
    
    
    
    
    11,882,898
    
    
    
    5,330,924
    
    
    
    11,882,898
    
    
    
    5,330,924Banco Frances
    
    
    
    
    
    
    405
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    405Banco Galicia
    
    
    
    
    
    
    158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    158Banco Estado
    
    
    
    
    
    
    
    
    
    
    6,412,907
    
    
    
    
    
    
    
    6,412,907
    
    
    
    Total
    
    
    54
    
    
    
    3,478
    
    
    
    18,295,805
    
    
    
    5,330,924
    
    
    
    18,295,859
    
    
    
    5,334,402Principal due
    
    
    54
    
    
    
    3,478
    
    
    
    18,260,000
    
    
    
    5,330,000
    
    
    
    18,260,054
    
    
    
    5,333,478Weighted average
annual interest rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.28
    %
    
    
    3.12
    %
 At December 31, 2004 and 2003, the Company had approximately Ch$106,302 million and Ch$89,714
million, respectively, available through short-term lines of credit. The aggregate outstanding
amount of these lines of credit at December 31, 2004 and 2003 was approximately Ch$22,021 million
and Ch$5,334 million, respectively.  b)
    
    Current portion of long-term bank borrowings were as follows: At December 31,Currency or indexation adjustmentUS dollars
    
    
    Other foreign currencies
    
    
    TotalBank
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$BankBoston
    
    
    
    
    
    
    
    
    
    
    162,237
    
    
    
    157,886
    
    
    
    162,237
    
    
    
    157,886Banco Bradesco
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,571
    
    
    
    
    
    
    
    65,571Banco
Itaú
    
    
    
    
    
    
    
    
    
    
    347,436
    
    
    
    337,913
    
    
    
    347,436
    
    
    
    337,913Banco Santander
    
    
    
    
    
    
    
    
    
    
    298,955
    
    
    
    290,742
    
    
    
    298,955
    
    
    
    290,742Dexia Bank Belgium
    
    
    1,112,315
    
    
    
    1,196,972
    
    
    
    
    
    
    
    
    
    
    
    1,112,315
    
    
    
    1,196,972Total
    
    
    1,112,315
    
    
    
    1,196,972
    
    
    
    808,628
    
    
    
    852,112
    
    
    
    1,920,943
    
    
    
    2,049,084Principal due
    
    
    44,592,000
    
    
    
    48,691,600
    
    
    
    715,312
    
    
    
    723,853
    
    
    
    45,307,312
    
    
    
    49,415,453Weighted average
annual interest rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.95
    %
    
    
    9.85
    %
 F - 25




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##### Table of Contents



NOTE 15  LONG-TERM BANK BORROWINGS Long  term bank borrowings were as follows: At December 31,Current year end
    
    
    Prior year endAverage
    
    
    
    
    
    
    AverageTotal long
    
    
    annual
    
    
    Total long
    
    
    annualYears to maturity
    
    
    term at
    
    
    interest
    
    
    term at
    
    
    interestBank
    
    Currency
    
    2006
    
    
    2007
    
    
    year end
    
    
    rate
    
    
    year end
    
    
    rateThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    %
    
    
    ThCh$
    
    
    %Banco
Itaú
    
    Other
    
    
    14,416
    
    
    
    
    
    
    
    14,416
    
    
    
    13.50
    
    
    
    432,506
    
    
    
    15.59Banco Boston
    
    Other
    
    
    150,689
    
    
    
    11,083
    
    
    
    161,772
    
    
    
    15.56
    
    
    
    312,246
    
    
    
    15.49Banco Santander
    
    Other
    
    
    426,002
    
    
    
    349,676
    
    
    
    775,678
    
    
    
    15.60
    
    
    
    1,105,828
    
    
    
    15.60Dexia Bank Belgium
    
    US dollars
    
    
    44,592,000
    
    
    
    
    
    
    
    44,592,000
    
    
    
    6.51
    
    
    
    48,691,600
    
    
    
    6.51Total
    
    
    
    
    45,183,107
    
    
    
    360,759
    
    
    
    45,543,866
    
    
    
    6.70
    
    
    
    50,542,180
    
    
    
    6.84
 NOTE 16 - BONDS PAYABLE 1 Details of bonds payable are as follows: Next
    

    

    
    
    
    
    
    
    
    PlacementInstrument subscription or
    
    
    
    Nominal
    
    
    
    Interest
    
    
    
    Interest
    
    Amortization
    
    Par value
    
    in Chileidentification number
    
    Series
    
    Value
    
    Currency
    
    rate
    
    Maturity date
    
    paid
    
    period of capital
    
    2004
    
    2003
    
    or abroad%
    
    
    
    
    
    
    
    ThCh$
    
    ThCh$Current portion of bonds payableYankee bonds
    
    A
    
    
    32,076,000
    

    
    US$

    
    

    7.000
    
    
    October 1,
2007
    
    Half
yearly
    
    Oct. 2007
    
    
    312,885
    
    
    
    341,651
    
    
    ForeignYankee bonds
    
    B
    
    
    4,000,000
    
    
    US$
    
    
    7.625
    
    
    October 1,
2027
    
    Half
yearly
    
    Oct. 2027
    
    
    42,502
    
    
    
    46,409
    
    
    ForeignRegister 254 SVS June 13, 2001
    
    A
    
    
    2,310,000
    
    
    UF
    
    
    6.200
    
    
    June 1, 2008
    
    Half
yearly
    
    June 2005
    
    
    12,585,262
    
    
    
    12,662,371
    
    
    ChileRegister 254 SVS June 13, 2001
    
    B
    
    
    3,700,000
    
    
    UF
    
    
    6.500
    
    
    June 1, 2026
    
    Half
yearly
    
    Dec. 2009
    
    
    341,599
    
    
    
    342,111
    
    
    ChileTotal current maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,282,248
    
    
    
    13,392,542Long  term portion of bonds
payableYankee bonds
    
    A
    
    
    32,076,000
    
    
    US$
    
    
    7.000
    
    
    October 1,
2007
    
    Half
yearly
    
    Oct. 2007
    
    
    17,879,162
    
    
    
    19,522,897
    
    
    ForeignYankee bonds
    
    B
    
    
    4,000,000
    
    
    US$
    
    
    7.625
    
    
    October 1,
2027
    
    Half
yearly
    
    Oct. 2027
    
    
    2,229,600
    
    
    
    2,434,580
    
    
    ForeignRegister 254 SVS June 13, 2001
    
    A
    
    
    2,310,000
    
    
    UF
    
    
    6.200
    
    
    June 1, 2008
    
    Half
yearly
    
    June 2005
    
    
    27,620,695
    
    
    
    39,108,465
    
    
    ChileRegister 254 SVS June 13, 2001
    
    B
    
    
    3,700,000
    
    
    UF
    
    
    6.500
    
    
    June 1, 2026
    
    Half
yearly
    
    Dec. 2009
    
    
    64,073,085
    
    
    
    64,169,101
    
    
    ChileTotal long term
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111,802,542
    
    
    
    125,235,043
 Accrued interest included in current portion of bonds payable on the consolidated balance
sheets amounted to ThCh$900,557 and ThCh$992,297 at December 31, 2004 and 2003, respectively. 2 Scheduled maturities of the long-term bonds payable at December 31, 2004 were as follows: Years to maturityTotal longterm atSeries
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    Thereafter
    
    
    year endThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Yankee Bonds
    
    
    A
    
    
    
    
    
    
    
    17,879,162
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,879,162Yankee Bonds
    
    
    B
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,229,600
    
    
    
    2,229,600Register 254 SVS June 13, 2001
    
    
    A
    
    
    
    11,429,253
    
    
    
    11,429,253
    
    
    
    4,762,189
    
    
    
    
    
    
    
    
    
    
    
    27,620,695Register 254 SVS June 13, 2001
    
    
    B
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,884,503
    
    
    
    62,188,582
    
    
    
    64,073,085Total
    
    
    
    
    
    
    11,429,253
    
    
    
    29,308,415
    
    
    
    4,762,189
    
    
    
    1,884,503
    
    
    
    64,418,182
    
    
    
    111,802,542
 F - 26




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##### Table of Contents



The Companys restrictions regarding the issue of bonds are set forth in Note 25. 3 Risk classification of bonds of the Company currently outstanding is as follows: BONDS ISSUED IN THE US MARKET A-
    
    :
    
    Rating issued by Fitch RatingsBBB+
    
    :
    
    Rating issued by Standard & Poors
 BONDS ISSUED IN THE LOCAL MARKET AA-
    
    :
    
    Rating issued by Fitch ChileAA
    
    :
    
    Rating issued by Feller & Rate
 4 Bond repurchases. During 2000, 2001 and 2002, the Company repurchased bonds it issued in the U.S. market through its
subsidiary, Abisa Corp S.A.(formerly Pacific Sterling), for a total amount of US$ 314 million of
the US$ 350 million aggregate principal amount issued. The bonds purchased by Abisa Corp S.A. have
not been canceled and remain outstanding. Consequently, the effects of such repurchases have been
eliminated on consolidation. 5 Bonds issued by Rio de Janeiro Refrescos Ltda. (Refrescos). The Companys subsidiary Refrescos issued bonds for US$ 75 million maturing in December 2007 which
requires semiannual interest payments. At December 31, 2004 and 2003, all such bonds were owned by
the Companys subsidiary Abisa Corp S.A. (formerly Pacific Sterling). Consequently, the effects of
such repurchases have been eliminated on consolidation. NOTE 17  OTHER ACCRUED LIABILITIES Other accrued liabilities at each year-end consisted of the following: At December 31,Short - term
    
    
    Long - term2004
    
    
    2003
    
    
    2004
    
    
    2003ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Staff severance indemnities
    
    
    181,364
    
    
    
    167,430
    
    
    
    2,535,854
    
    
    
    2,366,461Contingency provisions
    
    
    76,884
    
    
    
    3,249,436
    
    
    
    7,562,862
    
    
    
    4,189,172Contingency provision-Brazilian
banking taxes
    
    
    
    
    
    
    
    
    
    
    5,633,622
    
    
    
    4,232,170Advertising
    
    
    60,890
    
    
    
    
    
    
    
    1,217,355
    
    
    
    1,247,789Total
    
    
    319,138
    
    
    
    3,416,866
    
    
    
    16,949,693
    
    
    
    12,035,592
 F - 27




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##### Table of Contents



NOTE 18  STAFF SEVERANCE INDEMNITIES Movements in the provision for staff severance indemnities were as follows: For the period ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Beginning balance
    
    
    2,472,089
    
    
    
    2,785,176
    
    
    
    2,679,114Provision for the period
    
    
    474,135
    
    
    
    529,421
    
    
    
    660,393Payments
    
    
    (229,006
    )
    
    
    (780,706
    )
    
    
    (526,480
    )Ending balance
    
    
    2,717,218
    
    
    
    2,533,891
    
    
    
    2,813,027
 NOTE 19  MINORITY INTEREST For the period ended December 31,2004
    
    2003
    
    2002ThCh$
    
    ThCh$
    
    TCh$Equity of minority shareholders of
Andina Inversiones Societarias S.A.
    
    
    51,881
    
    
    
    49,318
    
    
    
    51,334Proportional participation included in consolidated statements of income of
Andina Inversiones Societarias S.A.
    
    
    (2,677
    )
    
    
    (3,148
    )
    
    
    (2,720
    )
 F - 28




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##### Table of Contents



NOTE 20  SHAREHOLDERS EQUITY a) The movements in shareholders equity of the Company during each of the three years ended
December 31, 2004 were as follows: Retainedearnings
    
    
    Net incomePaid-in
    
    
    Other
    
    
    from
    
    
    for the
    
    
    Interimcapital
    
    
    reserves
    
    
    prior years
    
    
    year
    
    
    dividends
    
    
    TotalThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$At 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
    
    
    
    
    
    
    
    
    
    
    (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
    )
    
    
    9,721,380Cumulative 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, 2004
    
    
    191,027,986
    
    
    
    61,665,791
    
    
    
    107,312,491
    
    
    
    34,185,268
    
    
    
    (12,055,270
    )
    
    
    382,136,266At 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
    
    
    
    
    
    
    
    
    
    
    (39,754,756
    )
    
    
    
    
    
    
    (11,495,351
    )
    
    
    (51,250,107
    )Price-level restatement of equity
    
    
    1,845,235
    
    
    
    595,661
    
    
    
    1,528,631
    
    
    
    
    
    
    
    19,159
    
    
    
    3,988,686Cumulative 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
    )
    
    
    302,934,599Balance at December 31, 2003
restated in constant Chilean pesos
of December 31, 2004
    
    
    191,027,986
    
    
    
    26,115,560
    
    
    
    88,979,102
    
    
    
    16,148,413
    
    
    
    (11,763,097
    )
    
    
    310,507,964At January 1, 2004
    
    
    186,368,767
    
    
    
    25,478,595
    
    
    
    86,808,880
    
    
    
    15,754,549
    
    
    
    (11,476,192
    )
    
    
    302,934,599Prior year income allocation
    
    
    
    
    
    
    
    
    
    
    4,278,357
    
    
    
    (15,754,549
    )
    
    
    11,476,192
    
    
    
    Dividends paid
    
    
    
    
    
    
    
    
    
    
    (35,763,316
    )
    
    
    
    
    
    
    (11,495,351
    )
    
    
    (47,258,667
    )Price-level restatement of equity
    
    
    4,659,219
    
    
    
    636,965
    
    
    
    1,347,335
    
    
    
    
    
    
    
    (88,131
    )
    
    
    6,555,388Cumulative translation adjustment
of foreign investments
    
    
    
    
    
    
    (11,541,416
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,541,416
    )Net income for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,158,726
    
    
    
    
    
    
    
    40,158,726At December 31, 2004
    
    
    191,027,986
    
    
    
    14,574,144
    
    
    
    56,671,256
    
    
    
    40,158,726
    
    
    
    (11,583,482
    )
    
    
    290,848,630
 F - 29




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##### Table of Contents



b) Number of shares: Subscribed
    
    
    Paid-in
    
    
    Shares withSeries
    
    shares
    
    
    shares
    
    
    voting rightsA
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271B
    
    
    380,137,271
    
    
    
    380,137,271
    
    
    
    380,137,271
 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 and to elect 1
of the 7 directors. c) Capital: Subscribed
    
    
    Paid-inSeries
    
    capital
    
    
    capitalThCh$
    
    ThCh$A
    
    
    95,513,993
    
    
    
    95,513,993B
    
    
    95,513,993
    
    
    
    95,513,993Total
    
    
    191,027,986
    
    
    
    191,027,986
 d) Other reserves: Other reserves at each year-end were as follows: 2004
    
    
    2003
    
    
    2002ThCh$
    
    ThCh$
    
    ThCh$Reserve for cumulative translation adjustments (1)
    
    
    13,620,204
    
    
    
    25,161,620
    
    
    
    60,711,851Reserve for technical reappraisal of property, plant and equipment
    
    
    160,705
    
    
    
    160,705
    
    
    
    160,705Other reserves
    
    
    793,235
    
    
    
    793,235
    
    
    
    793,235Total
    
    
    14,574,144
    
    
    
    26,115,560
    
    
    
    61,665,791
 
  F - 30




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##### Table of Contents



The composition of this reserve was as follows: Release /
    
    
    BalanceBalance
    
    
    Foreign exchange gains
    
    
    transfers of
    
    
    December 31,Subsidiary
    
    January 1, 2004
    
    
    generated during the year
    
    
    reserve
    
    
    2004ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Rio de Janeiro Refrescos Ltda.
    
    
    15,342,416
    
    
    
    (7,643,970
    )
    
    
    
    
    
    
    7,698,446Embotelladora del Atlántico S.A.
    
    
    9,819,204
    
    
    
    (3,897,446
    )
    
    
    
    
    
    
    5,921,758Total
    
    
    25,161,620
    
    
    
    (11,541,416
    )
    
    
    
    
    
    
    13,620,204
 Release /
    
    
    BalanceBalance
    
    
    Foreign exchange gains
    
    
    transfers of
    
    
    December 31,Subsidiary
    
    January 1, 2003
    
    
    generated during the year
    
    
    reserve(*)
    
    
    2003ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Rio de Janeiro Refrescos Ltda.
    
    
    36,586,201
    
    
    
    (21,243,785
    )
    
    
    
    
    
    
    15,342,416Embotelladora del Atlántico S. A. (*)
    
    
    16,511,380
    
    
    
    (8,953,239
    )
    
    
    2,261,063
    
    
    
    9,819,204Complejo Industrial Pet S.A. (CIPET) (**)
    
    
    7,614,270
    
    
    
    (3,785,994
    )
    
    
    (3,828,276
    )
    
    
    Total
    
    
    60,711,851
    
    
    
    (33,983,018
    )
    
    
    (1,567,213
    )
    
    
    25,161,620
  
 (*) 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$8,399,301). The
distribution of capital triggered a pro-rata recognition in income of the cumulative
translation reserve of ThCh$1,567,213.  (**) As described in Note 1, effective January 1, 2003, CIPET merged with Embotelladora del
Atlántico S.A., becoming Edasas packaging division. Release /
    
    
    BalanceBalance
    
    
    Foreign exchange gains
    
    
    transfers of
    
    
    December 31,Subsidiary
    
    January 1, 2002
    
    
    generated during the year
    
    
    reserve(*)
    
    
    2002ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Rio de Janeiro Refrescos Ltda.
    
    
    29,543,866
    
    
    
    7,042,335
    
    
    
    
    
    
    
    36,586,201Embotelladora del Atlántico S. A
    
    
    12,673,732
    
    
    
    3,837,648
    
    
    
    
    
    
    
    16,511,380Complejo Industrial Pet S.A. (CIPET)
    
    
    6,147,766
    
    
    
    1,466,504
    
    
    
    
    
    
    
    7,614,270Total
    
    
    48,365,364
    
    
    
    12,346,487
    
    
    
    
    
    
    
    60,711,851
 F - 31




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##### Table of Contents



NOTE 21  OTHER NON-OPERATING INCOME AND EXPENSES Other non-operating income during each year was as follows: For the period ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    ThCh$
    
    ThCh$Gain on sale of plant, property and equipment
    
    
    307,403
    
    
    
    537,401
    
    
    
    695,587Lease of property (offices)
    
    
    28,103
    
    
    
    
    
    
    
    Reversal of contingencies provisions (1)
    
    
    
    
    
    
    1,521,613
    
    
    
    Realization of reserve for cumulative translation adjustment (2)
    
    
    
    
    
    
    1,568,781
    
    
    
    Gain on legal claim (3)
    
    
    
    
    
    
    
    
    
    
    1,508,122Other income
    
    
    350,200
    
    
    
    406,359
    
    
    
    369,531Subtotal
    
    
    685,706
    
    
    
    4,034,154
    
    
    
    2,573,240Translation adjustment (4)
    
    
    440,009
    
    
    
    5,641,601
    
    
    
    Total
    
    
    1,125,715
    
    
    
    9,675,755
    
    
    
    2,573,240
 Other non-operating expenses during each year was as follows: For the period ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    ThCh$
    
    ThCh$Provision for property, plant and equipment Itaoca (5)
    
    
    (2,891,610
    )
    
    
    
    
    
    
    Provision for labor, tax and commercial lawsuits (6)
    
    
    (1,657,258
    )
    
    
    (5,440,323
    )
    
    
    (4,410,362
    )Provision for loss of investment in Transora (7)
    
    
    (613,166
    )
    
    
    
    
    
    
    Loss on sale of property, plant and equipment
    
    
    (588,784
    )
    
    
    (337,766
    )
    
    
    (350,517
    )Obsolescence and write-offs of property, plant and equipment (8)
    
    
    (123,684
    )
    
    
    (186,458
    )
    
    
    (8,530,041
    )Provision for equity investee in Centralli Refrigerantes S.A.
    
    
    (79,202
    )
    
    
    (1,038,996
    )
    
    
    Staff severance indemnities (8)
    
    
    (2,301
    )
    
    
    (64,799
    )
    
    
    (3,346,014
    )Other expenses
    
    
    (523,770
    )
    
    
    (936,856
    )
    
    
    (1,702,781
    )Subtotal
    
    
    (6,479,775
    )
    
    
    (8,005,198
    )
    
    
    (18,339,715
    )Translation adjustment (4)
    
    
    
    
    
    
    
    
    
    
    (7,244,297
    )Total
    
    
    (6,479,775
    )
    
    
    (8,005,198
    )
    
    
    (25,584,012
    )
 
 (1)
    
    Refers to a reassessment of contingencies which resulted in a lower assessment of probable
losses.(2)
    
    Refers to the realization of the cumulative translation reserve adjustments as a result of
the decrease in capital made by the Companys subsidiary Embotelladora del Atlántico S.A. in
December 2003.(3)
    
    Relates to a water contamination reimbursement received in 2002.(4)
    
    Refers to the effects of the translation of the financial statements corresponding to
investment in foreign companies (translation of local currency to US dollars), in accordance
with Technical Bulletin No. 64 issued by the Chilean Institute of Accountants, which are
recorded on the consolidated statements of income under Other non-operating income or
expenses, as appropriate. F - 32




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##### Table of Contents



(5)
    
    The Company recognized an impairment charge for the Itaoca plant, since the plant is
redundant to the Companys operations in Brazil. The impairment charge was based on an
independent appraisal. The Company intends to sale the plant.(6)
    
    The change is due to a reassessment of contingencies during 2004 resulting in higher
probable losses.(7)
    
    The Company recorded a provision for its investment in Transora which at December 31, 2004,
had a negative equity. This investment is accounted for at cost plus price-level restatement.(8)
    
    In 2002, relates to write-offs, obsolescence provisions, impairments and indemnities for the
closure of the Rosario and Mendoza plants in Argentina. NOTE 22  FOREIGN CURRENCY At December 31, 2004 and 2003, the Company had the following assets and liabilities denominated in
U.S. dollars, Brazilian reals, Argentine pesos and Euros, which have been translated into Chilean
pesos in accordance with Note 1 d) and 1t): 2004
    
    
    2003Brazilian
    
    
    Argentine
    
    
    
    
    
    
    
    
    
    
    Brazilian
    
    
    ArgentineAssets
    
    US dollars
    
    
    reals
    
    
    pesos
    
    
    Euros
    
    
    US dollars
    
    
    reals
    
    
    pesos
    
    
    Euros(in thousands)
    
    
    (in thousands)Cash
    
    
    5,063
    
    
    
    26,054
    
    
    
    5,317
    
    
    
    20
    
    
    
    216
    
    
    
    15,528
    
    
    
    4,623
    
    
    
    Time deposits
    
    
    4
    
    
    
    35,998
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    32,125
    
    
    
    
    
    
    
    Marketable securities (net)
    
    
    28,851
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,649
    
    
    
    
    
    
    
    1
    
    
    
    Receivables (net)
    
    
    156
    
    
    
    65,339
    
    
    
    27,092
    
    
    
    
    
    
    
    2,937
    
    
    
    93,491
    
    
    
    12,336
    
    
    
    Notes and accounts to related companies
    
    
    
    
    
    
    391
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Inventories
    
    
    2,186
    
    
    
    29,941
    
    
    
    42,517
    
    
    
    
    
    
    
    6,533
    
    
    
    27,926
    
    
    
    20,073
    
    
    
    Other current assets
    
    
    10,246
    
    
    
    23,031
    
    
    
    11,772
    
    
    
    
    
    
    
    3,896
    
    
    
    12,165
    
    
    
    13,000
    
    
    
    Property, plant and equipment
    
    
    154,736
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    180,778
    
    
    
    
    
    
    
    
    
    
    
    Investments in unconsolidated affiliates
    
    
    1,317
    
    
    
    4,303
    
    
    
    
    
    
    
    
    
    
    
    1,415
    
    
    
    1,188
    

    
    
    
    
    
    
    Investments in other companies
    
    
    97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,026
    
    
    
    
    
    
    
    
    
    
    
    Goodwill (net)
    
    
    149,026
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143,687
    
    
    
    
    
    
    
    
    
    
    
    Other long-term assets
    
    
    271,479
    
    
    
    38,348
    
    
    
    12,926
    
    
    
    15,114
    
    
    
    287,709
    
    
    
    12,429
    
    
    
    7,490
    
    
    
    Total assets
    
    
    623,161
    
    
    
    223,405
    
    
    
    99,625
    
    
    
    15,134
    
    
    
    669,846
    
    
    
    194,852
    
    
    
    57,523
    
    
    
    
 2004
    
    
    2003Brazilian
    
    
    Argentine
    
    
    
    
    
    
    
    
    
    
    Brazilian
    
    
    ArgentineLiabilities
    
    US dollars
    
    
    reals
    
    
    pesos
    
    
    Euros
    
    
    US dollars
    
    
    reals
    
    
    pesos
    
    
    Euros(in thousands)
    
    
    (in thousands)Obligations with banks and
financial institutions
    
    
    81,996
    
    
    
    8,384
    
    
    
    
    
    
    
    
    
    
    
    81,967
    
    
    
    12,844
    
    
    
    3
    
    
    
    Accounts payable
    
    
    6,298
    
    
    
    70,609
    
    
    
    28,471
    
    
    
    2
    
    
    
    8,319
    
    
    
    66,381
    
    
    
    22,448
    
    
    
    Other accrued liabilities
    
    
    
    
    
    
    48,176
    
    
    
    16,340
    
    
    
    
    
    
    
    2,500
    
    
    
    30,296
    
    
    
    2,540
    
    
    
    Bonds payable
    
    
    36,714
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,714
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    734
    
    
    
    26,493
    
    
    
    31,943
    
    
    
    
    
    
    
    35
    
    
    
    22,215
    
    
    
    29,872
    
    
    
    Total liabilities
    
    
    125,742
    
    
    
    153,662
    
    
    
    76,754
    
    
    
    2
    
    
    
    129,535
    
    
    
    131,736
    
    
    
    54,863
    
    
    
    Total net assets (liabilities)
    
    
    497,419
    
    
    
    69,743
    
    
    
    22,871
    
    
    
    15,132
    
    
    
    540,311
    
    
    
    63,116
    
    
    
    2,660
    
    
    
    
 F - 33




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##### Table of Contents



NOTE 23  CONSOLIDATED STATEMENT OF CASH FLOWS The following investing and financing activities during the period that affect recognized
assets or liabilities but that do not result in cash receipts or cash payments: For the years ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    ThCh$
    
    ThCh$Investing activitiesFixed assets additions
    
    
    3,572,957
    
    
    
    3,445,741
    
    
    
    4,710,324Financing activitiesDividend payment
    
    
    3,831,784
    
    
    
    3,927,579
    
    
    
    3,966,854
 NOTE 24  DERIVATIVE CONTRACTS In accordance with TB No 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$9,463,964 as financial income in the
consolidated statements of income for the year ended December 31, 2004 (gain of ThCh$ 11,512,922 in
2003) with the corresponding asset recorded in other current assets and long-term receivables in
the consolidated balance sheets at December 31, 2004. Additionally, for the Companys forward
contracts representing hedges of forecasted transactions, the Company has recorded an unrealized
loss of ThCh$641,806 for the year ended December 31, 2004 and an unrealized loss of ThCh$2,679,511
for the year ended December 31, 2003. The Company had the following derivative contracts at December 31, 2004 (individual contracts are
aggregated and presented according to the quarter they will mature): Contract descriptionHedgedMaturity
    
    Specific
    
    item
    
    
    Effect on income (loss)Derivative
    
    period
    
    item
    
    Amount
    
    
    Realized
    
    
    UnrealizedThCh$
    
    ThCh$
    
    ThCh$Cross Currency Swap
    
    I Quarter 2005
    
    Currency exchange US$
    
    
    1,026,964
    
    
    
    259,335
    
    
    
    Cross Currency Swap
    
    II Quarter 2005
    
    Currency exchange US$
    
    
    5,764,737
    
    
    
    1,683,299
    
    
    
    Cross Currency Swap
    
    IV Quarter 2005
    
    Currency exchange US$
    
    
    4,743,265
    
    
    
    1,395,638
    
    
    
    Cross Currency Swap
    
    I Quarter 2006
    
    Currency exchange US$
    
    
    2,787,000
    
    
    
    820,035
    
    
    
    Cross Currency Swap
    
    I Quarter 2007
    
    Currency exchange US$
    
    
    2,787,000
    
    
    
    820,035
    
    
    
    Cross Currency Swap
    
    III Quarter 2007
    
    Currency exchange US$
    
    
    2,787,000
    
    
    
    819,166
    
    
    
    Cross Currency Swap
    
    IV Quarter 2007
    
    Currency exchange US$
    
    
    41,805,000
    
    
    
    4,730,244
    
    
    
    Cross Currency Swap
    
    I Quarter 2008
    
    Currency exchange US$
    
    
    8,361,000
    
    
    
    2,460,105
    
    
    
    Cross Currency Swap
    
    II Quarter 2008
    
    Currency exchange US$
    
    
    8,361,000
    
    
    
    2,459,236
    
    
    
    Cross Currency Swap
    
    III Quarter 2008
    
    Currency exchange US$
    
    
    13,494,654
    
    
    
    3,892,199
    
    
    
    Cross Currency Swap
    
    I Quarter 2013
    
    Currency exchange US$
    
    
    5,574,000
    
    
    
    1,637,594
    
    
    
    Forward contract
    
    I Quarter 2005
    
    Currency exchange US$
    
    
    4,511,527
    
    
    
    
    
    
    
    (160,665
    )Forward contract
    
    II Quarter 2005
    
    Currency exchange US$
    
    
    4,796,278
    
    
    
    
    
    
    
    (170,130
    )Forward contract
    
    III Quarter 2005
    
    Currency exchange US$
    
    
    4,228,178
    
    
    
    
    
    
    
    (152,618
    )Forward contract
    
    IV Quarter 2005
    
    Currency exchange US$
    
    
    4,392,117
    
    
    
    
    
    
    
    (158,393
    )Total
    
    
    
    
    
    
    115,419,720
    
    
    
    20,976,886
    
    
    
    (641,806
    )
 F - 34




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##### Table of Contents



The Company had the following derivative contracts at December 31, 2003 (individual contracts
are aggregated and presented according to the quarter they will mature): Contract descriptionHedgedMaturity
    
    Specific
    
    item
    
    
    Effect on incomeDerivative
    
    period
    
    item
    
    Amount
    
    
    Realized
    
    
    UnrealizedThCh$
    
    ThCh$
    
    ThCh$Cross Currency Swap
    
    I Quarter 2004
    
    Currency exchange US$
    
    
    1,510,939
    
    
    
    197,746
    
    
    
    Cross Currency Swap
    
    II Quarter 2004
    
    Currency exchange US$
    
    
    1,733,971
    
    
    
    273,223
    
    
    
    Cross Currency Swap
    
    II Quarter 2005
    
    Currency exchange US$
    
    
    7,224,881
    
    
    
    1,138,431
    
    
    
    Cross Currency Swap
    
    III Quarter 2005
    
    Currency exchange US$
    
    
    6,148,102
    
    
    
    968,762
    
    
    
    Cross Currency Swap
    
    I Quarter 2006
    
    Currency exchange US$
    
    
    3,612,440
    
    
    
    569,215
    
    
    
    Cross Currency Swap
    
    I Quarter 2007
    
    Currency exchange US$
    
    
    3,612,440
    
    
    
    569,215
    
    
    
    Cross Currency Swap
    
    III Quarter 2007
    
    Currency exchange US$
    
    
    3,611,570
    
    
    
    568,345
    
    
    
    Cross Currency Swap
    
    I Quarter 2008
    
    Currency exchange US$
    
    
    10,837,321
    
    
    
    1,707,646
    
    
    
    Cross Currency Swap
    
    II Quarter 2008
    
    Currency exchange US$
    
    
    10,836,451
    
    
    
    1,706,776
    
    
    
    Cross Currency Swap
    
    III Quarter 2008
    
    Currency exchange US$
    
    
    17,412,908
    
    
    
    2,677,613
    
    
    
    Cross Currency Swap
    
    I Quarter 2013
    
    Currency exchange US$
    
    
    7,222,401
    
    
    
    1,135,950
    
    
    
    Forward contract
    
    I Quarter 2005
    
    Currency exchange US$
    
    
    12,121,340
    
    
    
    
    
    
    
    (813,220
    )Forward contract
    
    II Quarter 2005
    
    Currency exchange US$
    
    
    9,702,807
    
    
    
    
    
    
    
    (617,883
    )Forward contract
    
    III Quarter 2005
    
    Currency exchange US$
    
    
    8,554,018
    
    
    
    
    
    
    
    (603,695
    )Forward contract
    
    IV Quarter 2005
    
    Currency exchange US$
    
    
    9,076,862
    
    
    
    
    
    
    
    (644,713
    )Total
    
    
    
    
    
    
    113,218,451
    
    
    
    11,512,922
    
    
    
    (2,679,511
    )
 NOTE 25  COMMITMENTS AND CONTINGENCIES a. Litigation and other legal actions: The Company and its subsidiaries are not involved or likely to be involved in any material judicial
or out-of-court litigation that could result in gains or losses. Current lawsuits are described
below.  1)
    
    The Chilean internal revenue service has commenced a penal lawsuit against the Companys
subsidiary Vital S.A. and against those ultimately responsible for the application of tax
losses. At the same time, a lawsuit has been filed against Vital S.A. for the recovery of
income tax and the application of accumulated losses. Management believes, based on the
opinion of its legal counsel, there is only a remote possibility of a negative outcome against
the Company in these proceedings.  2)
    
    Embotelladora del Atlántico S.A. faces labor and other lawsuits. Accounting provisions at
December 31, 2004 for any probable loss contingency arising from these lawsuits amounted to
ThCh$ 1,840,058. Management believes, based on the opinion of its legal counsel, that these
lawsuits will not materially affect the Companys consolidated financial position, operating
results or cash flows when resolved in the future.  3)
    
    Refrescos faces labor, tax and other legal proceedings. Accounting provisions at December 31,
2004 for any probable loss contingency arising from these lawsuits amounted to ThCh$
5,722,806. Management believes, based on the opinion of its legal counsel, that these matters
will not materially affect the Companys consolidated financial position, operating results or
cash flows when resolved in the future.  4)
    
    Andina faces labor, tax, commercial and other legal proceedings. Accounting provisions for
any probable loss contingency stemming from these lawsuits amounted to ThCh$ 76,884 at
December 31, 2004. Management believes, based on the opinion of its legal counsel, that these
matters will not materially affect the Companys consolidated financial position, operating
results or cash flows when resolved in the future. F - 35




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##### Table of Contents



b. Restrictions The issue and placement in the US market of US$ 350 million imposes certain restrictions on liens,
sale and leaseback transactions, assets sales and subsidiary indebtedness and certain conditions in
the event of a merger or consolidation. The bond issue and placement by Andina in the Chilean market in 2001 of UF 7,000,000 in aggregate
principal amount of the Companys 6.20% and 6.50% bonds is subject to the following restrictions:  
    
    Andina must maintain a leverage ratio, defined as total debt/consolidated equity less
than 1.20. For purposes of calculating the leverage ratio, total debt includes; (i)
short-term bank liabilities, (ii) the current portion of long-term bank liabilities, (iii)
short-term liabilities and promissory notes, (iv) the current portion of bonds payable, v)
long-term bank liabilities, and (vi) long-term bonds payable. Consolidated equity means
total shareholders equity plus minority interest.
    
    Andina must maintain consolidated assets free of any pledge, mortgage or other
encumbrance for an amount equal to at least 1.30 times the consolidated liabilities that
are not guaranteed by the investee.
    
    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 Bottler Agreement with Andina, renewable from
time to time.
    
    The Company 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 a subsidiary of the
Company 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 40% of the Companys consolidated operating cash flows. c. Direct guarantees and restricted assets Direct guarantees and restricted assets at December 31, 2004 were as follows: Balances pending
    
    
    Year ofAssets involved
    
    
    
    
    
    payment
    
    
    expirationDebtor
    
    
    
    
    
    Book
    
    
    at year end
    
    
    December 31,Guarantee creditor
    
    Name
    
    Relation
    
    Guarantee
    
    Type
    
    value
    
    
    2004
    
    
    2003
    
    
    2005ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Ilustre Municipalidad
de Renca
    
    Embotelladora Andina S.A.
    
    Parent Company
    
    Guarantee receipt
    
    Guarantee receipt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142,952Uniao Federal
    
    Rio de Janeiro Refrescos Ltda.
    
    Subsidiary
    
    Mortgage
    
    Warehouse
    
    
    62,048
    
    
    
    57,853
    
    
    
    58,038
    
    
    
    Poder Judiciario
    
    Rio de Janeiro Refrescos Ltda.
    
    Subsidiary
    
    Judicial deposit
    
    Judicial deposit
    
    
    5,797,013
    
    
    
    
    
    
    
    
    
    
    
    Aduana de Buenos Aires
    
    Embotelladora del Atlántico S. A.
    
    Subsidiary
    
    Guarantee
    
    Inventories
    
    
    1,865,110
    
    
    
    
    
    
    
    
    
    
    
    
 F - 36




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##### Table of Contents



d. Contractual obligations The following table summarizes our contractual obligations and commercial commitments as of
December 31, 2004: Payments due by periodMaturity2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    TotalThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$
    
    ThCh$Purchase obligations
    
    
    217,228
    
    
    
    71,613
    
    
    
    74,044
    
    
    
    43,046
    
    
    
    43,046
    
    
    
    31,993
    
    
    
    480,970Subtotal-included in our
balance sheets
    
    
    217,228
    
    
    
    71,613
    
    
    
    74,044
    
    
    
    43,046
    
    
    
    43,046
    
    
    
    31,993
    
    
    
    480,970Operating lease obligations
    
    
    1,313,232
    
    
    
    406,526
    
    
    
    57,013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,776,771Purchase obligations
    
    
    4,061,524
    
    
    
    742,996
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,804,520Subtotal-not included in our
balance sheets
    
    
    5,374,756
    
    
    
    1,149,522
    
    
    
    57,013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,581,291Total contractual obligations.
    
    
    5,591,984
    
    
    
    1,221,135
    
    
    
    131,057
    
    
    
    43,046
    
    
    
    43,046
    
    
    
    31,993
    
    
    
    7,062,261
 F - 37




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##### Table of Contents



NOTE 26  GUARANTEES RECEIVED FROM THIRD PARTIES Guarantees received from third parties at December 31, 2004 were as follows: Type ofGuarantor
    
    guarantee
    
    Amount
    

    Currency
    
    TransactionCONFAB
    
    Mortgage
    
    
    30,000,000
    
    
    US$
    
    Purchase of Rio de Janeiro Refrescos Ltda.Loss, Juan Nelson
    
    Mortgage
    
    
    250,000
    
    
    A$
    
    Distributor creditCasa, Elio
    
    Mortgage
    
    
    120,000
    
    
    US$
    
    Distributor creditLopez, Nicanor
    
    Mortgage
    
    
    63,000
    
    
    US$
    
    Distributor creditDean Funes Refrescos
    
    Mortgage
    
    
    60,000
    
    
    US$
    
    Distributor creditLopez, Hnos
    
    Mortgage
    
    
    60,000
    
    
    US$
    
    Distributor creditBachiecca, Ruben
    
    Mortgage
    
    
    50,000
    
    
    US$
    
    Distributor creditCruz del Eje Refrescos
    
    Mortgage
    
    
    50,000
    
    
    US$
    
    Distributor creditRomagnoli, Daniel
    
    Mortgage
    
    
    50,000
    
    
    US$
    
    Distributor creditIsmael Hermanos
    
    Mortgage
    
    
    49,000
    
    
    US$
    
    Distributor creditTahan, Julio e Hijos
    
    Mortgage
    
    
    25,000
    
    
    US$
    
    Distributor creditArea Distributors
    
    Mortgage / pledge
    
    
    2,384,189
    
    
    US$
    
    Distributor creditDestur S.A.
    
    Policy
    
    
    60,000
    
    
    US$
    
    Advertising contractTuesday Ltda.
    
    Policy
    
    
    60,000
    
    
    US$
    
    Advertising contractSoc.Rest.Tuesday
    
    Policy
    
    
    45,000
    
    
    US$
    
    Advertising contractSoc. de Restaurantes Tuesday
    
    Policy
    
    
    30,000
    
    
    US$
    
    Advertising contractSoc.Las Ñipas
    
    Policy
    
    
    6,971
    
    
    UF
    
    Advertising contractSoc.Com.Itahue Ltda.
    
    Policy
    
    
    5,000
    
    
    UF
    
    Advertising contractSoc. Administradora Plaza Cent.
    
    Policy
    
    
    3,076
    
    
    UF
    
    Advertising contractConst. C. Gonzalez y Cia.
    
    Policy
    
    
    3,000
    
    
    UF
    
    Service agreementMateos S.A.
    
    Policy
    
    
    2,743
    
    
    UF
    
    Advertising contractComercial Café Mokka
    
    Policy
    
    
    2,000
    
    
    UF
    
    Advertising contractSanta Martina S.A.
    
    Policy
    
    
    1,787
    
    
    UF
    
    Advertising contractCom.Prod.Alimenticio
    
    Policy
    
    
    1,600
    
    
    UF
    
    Advertising contractEst. Servicio Ruta 86
    
    Policy
    
    
    1,534
    
    
    UF
    
    Advertising contractServicios Bravissimo
    
    Policy
    
    
    1,533
    
    
    UF
    
    Advertising contractRupanco Limitada
    
    Policy
    
    
    1,270
    
    
    UF
    
    Advertising contractRestaurantes Americanos
    
    Policy
    
    
    1,246
    
    
    UF
    
    Advertising contractBalthus Vitacura
    
    Promissory note
    
    
    1,000
    
    
    UF
    
    Advertising contractInversiones La Piccola Italiana
    
    Policy
    
    
    1,000
    
    
    UF
    
    Advertising contractSoc. de Restaurantes Tuesday
    
    Policy
    
    
    1,000
    
    
    UF
    
    Advertising contractMenu Express
    
    Policy
    
    
    947
    
    
    UF
    
    Advertising contractC.CH. de la Construcción
    
    Policy
    
    
    912
    
    
    UF
    
    Advertising contractRestaurant Don Carlos
    
    Policy
    
    
    893
    
    
    UF
    
    Advertising contractJohnson Comunicaciones
    
    Policy
    
    
    890
    
    
    UF
    
    Advertising contractPublicidad Y Alimentos
    
    Policy
    
    
    885
    
    
    UF
    
    Advertising contractInmobiliaria Brutus Limitada
    
    Policy
    
    
    875
    
    
    UF
    
    Advertising agreementRJ FEIJOO
    
    Guarantee insurance
    
    
    261,417
    
    
    A$
    
    SupplierIngeniería & Packaging
    
    Guarantee insurance
    
    
    135,326
    
    
    A$
    
    SupplierConstrucciones ESP.CBA.
    
    Guarantee insurance
    
    
    128,987
    
    
    A$
    
    SupplierT.I.A. INOX
    
    Guarantee insurance
    
    
    66,000
    
    
    A$
    
    SupplierING.Gastronómica
    
    Guarantee insurance
    
    
    56,087
    
    
    A$
    
    SupplierEsteban Riego
    
    Guarantee insurance
    
    
    55,885
    
    
    A$
    
    SupplierIC Construcciones
    
    Guarantee insurance
    
    
    43,672
    
    
    A$
    
    SupplierEsteban Riego
    
    Guarantee insurance
    
    
    18,000
    
    
    US$
    
    SupplierR.C. IN SRL
    
    Guarantee insurance
    
    
    5,578
    
    
    A$
    
    SupplierEmpresa KHS
    
    Receipt
    
    
    214,800
    
    
    US$
    
    Guarantee on machinery acquiredEulen Seguridad S.A.
    
    Receipt
    
    
    1,000
    
    
    UF
    
    Service AgreementIansagro S.A.
    
    Deposit Certificate
    
    
    12,879,062
    
    
    ThCh$
    
    WarrantsRussel W. Coffin
    
    Letter of credit
    
    
    33,279,175
    
    
    US$
    
    Purchase of Nitvitgov Refrigerantes S.A.Other clients
    
    Deposit
    
    
    457,401
    
    
    US$
    
    Guarantee on bottles
 F-38




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##### Table of Contents



NOTE 27  SUBSEQUENT EVENTS On January 27, 2005, interim dividend number 144 was paid from 2004 revenues as follows:  a)
    
    Ch$4.80 for each series A share; andb)
    
    Ch$5.28 for each series B share. On April 28, 2005, final dividend number 145 was paid from 2004 revenues as follows:  a)
    
    Ch$4.80 for each series A share; andb)
    
    Ch$5.28 for each series B share. On May 19, 2005, final additional dividend number 146 was paid from retained earnings as follows:  a)
    
    Ch$70.00 for each series A share; andb)
    
    Ch$77.00 for each series B share. No other significant events have occurred between December 31, 2004 and the issuance date of these
financial statements that could significantly affect the presentation of these financial
statements. NOTE 28  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 in the three-year period ended
December 31, 2004 was approximately 6.5%. 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 c), 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 these 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 F-39




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##### Table of Contents



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: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Shareholders equity
    
    
    (6,555,388
    )
    
    
    (4,088,403
    )
    
    
    (10,064,059
    )Liabilities
    
    
    (2,989,535
    )
    
    
    (2,095,681
    )
    
    
    (5,364,979
    )Property, plant and equipment
    
    
    1,768,330
    
    
    
    749,946
    
    
    
    2,482,428Current assets
    
    
    206,160
    
    
    
    11,479
    
    
    
    319,483Other assets
    
    
    6,137,887
    
    
    
    6,644,143
    
    
    
    6,686,887Adjustment of balance sheet accounts
    
    
    (1,432,546
    )
    
    
    1,221,484
    
    
    
    (5,940,240
    )Adjustment of income statement accounts
    
    
    236,437
    
    
    
    133,763
    
    
    
    (1,507,953
    )Price level restatement income (expense)
    
    
    (1,196,109
    )
    
    
    1,355,247
    
    
    
    (7,448,193
    )
 b) Translation of financial statements of non-Chilean operations In accordance with Technical Bulletin No. 64 of the Chilean Institute of Accountants, 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. -    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 other reserves in shareholders equity in the consolidated
balance sheets. F-40




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In the opinion of 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 provisioning for deferred income taxes for the differences between the amounts shown
for assets and liabilities in the consolidated balance sheets and the tax bases of 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-41




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e)
    
    Accounting for investments in related companies As disclosed in Note 11, 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. under the
equity method for U.S. GAAP purposes. The Company has one of seven board of director positions of
Cican; 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 Cican S.A. for the years
ended December 31, 2004, 2003 and 2002, was ThCh$ 120,797, ThCh$ (59,878) and ThCh$ (1,974,337),
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 11. 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, until December 31, 2003, the excess of cost over the net book value
of a purchased company was 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. Effective January 1,
2004, Technical Bulletin No. 72 requires the determination of goodwill and negative
goodwill based on the fair value of the acquired company.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 that 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-42




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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 relating to Refrescos 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 equity
under paragraph (m) below. Accounting treatment under U.S. GAAP equity for 2004, 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
carryforward 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 in the
reconciliation of the Chilean GAAP equity to US GAAP equity. Accounting treatment under
U.S. GAAP for 2004, 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 in the reconciliation of the Chilean GAAP equity to US GAAP equity.
Accounting treatment under U.S. GAAP for 2004, 2003 and 2002 is discussed in paragraph f)
i), above. F-43




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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 by the Company 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. The acquisitions of INTI and Cipet 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 an Extraordinary Shareholders Meeting held in September
1996; 24,000,000 shares were subscribed and paid 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, through which
it holds, 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 equity to U.S. GAAP equity 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$ 6,162,859 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$ 1,822,031 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$ 4,340,828. F-44




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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. The shareholders agreement for CMF that establishes joint control of the venture by the Company
and Cristalerías also contains provisions that could require the Company to purchase Cristalerías
shares of CMF. Accordingly, the gain recognized for Chilean GAAP purposes 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 government securities 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. F-45




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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.  j)
    
    Accumulated translation adjustment of foreign investments As described in Notes 20 and 21, 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$8,399,301), generated income of ThCh$1,567,213 due to the
reversal of the cumulative translation reserve. During 2001, the Company repatriated US$ 130 million equivalent 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$ 25,294,317 in accordance with Chilean GAAP. Under U.S. 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 U.S. GAAP in paragraph (m) below.  k)
    
    Derivative financial instruments At December 31, 2004 and 2003, the Company had derivative contracts consisting of forward contracts
to purchase US dollars and cross-currency 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 swap
agreements were obtained to mitigate exchange rate and risk with respect to the US
dollar-denominated bond investments held by the Company Under Chilean GAAP, derivatives are accounted for in accordance with Technical Bulletin N° 57.
Under TB N° 57, all derivative financial instruments should be recognized on the balance sheet at
their fair value. In addition, TB N° 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. F-46




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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:  a.
    
    If the net effect is a loss, it should be recognized in the statements of income 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 the statements of income 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 statements of income 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, 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, SFAS 138 and SFAS 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. It requires that an entity recognize all
derivatives as either assets or liabilities in its 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 (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). F-47




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For Chilean GAAP purposes, the Company has recorded a gain of ThCh$ 9,333,498 in the consolidated
statements of income for the year ended December 31, 2004 with the corresponding asset recorded in
other current assets and long-term investments in the consolidated balance sheets as of December
31, 2004. Additionally, for the Companys forward contracts representing hedges of forecasted
transactions, the Company has recorded an unrealized loss of ThCh$ 641,806 for the year ended
December 31, 2004 and an unrealized loss of ThCh$ 2,679,511 for the year ended December 31, 2003. 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 deferred under Chilean GAAP of ThCh$ 641,806 in 2004 and ThCh$ 2,679,511 in 2003
represent a difference from U.S. GAAP that is included in paragraph (m) below.  l)
    
    For U.S. GAAP purposes, effective January 1, 2003, 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 for the periods indicated required to conform with U.S. GAAP
are as follows: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Net income as shown in the Chilean GAAP
financial statements
    
    
    40,158,726
    
    
    
    16,148,413
    
    
    
    34,185,268Reversal of additional depreciation on revaluation
of property, plant and equipment (paragraph c)
    
    
    9,788
    
    
    
    9,779
    
    
    
    10,347Adjustment to deferred income tax provision (paragraph d)
    
    
    368,430
    
    
    
    1,378,322
    
    
    
    (2,106,323
    )Difference in accounting for investments in related
companies (paragraph e)
    
    
    1,652,410
    
    
    
    (2,317,201
    )
    
    
    1,319,934Amortization of goodwill (paragraph f)
    
    
    6,936,450
    
    
    
    6,783,813
    
    
    
    8,276,373Joint venture accounting (paragraph g)
    
    
    405,306
    
    
    
    405,306
    
    
    
    405,306Accumulated translation adjustment of foreign
investments (paragraph j)
    
    
    
    
    
    
    (1,567,213
    )
    
    
    Derivative financial instruments (paragraph k)
    
    
    2,037,705
    
    
    
    (3,089,670
    )
    
    
    1,353,617Net income in accordance with U.S. GAAP
    
    
    51,568,815
    
    
    
    17,751,549
    
    
    
    43,444,522
 F-48




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For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Components of other comprehensive (loss) income:Cumulative translation adjustment for foreign investments
    
    
    (11,541,416
    )
    
    
    (33,981,450
    )
    
    
    12,346,487Unrealized gain on investment securities, net of applicable
income tax expense (benefit) of ThCh$56,910 in 2004,
ThCh$1,511,087 in 2003 and
ThCh$(1,011,546) in 2002 (paragraph h)
    
    
    297,548
    
    
    
    7,549,212
    
    
    
    (5,119,035
    )Subtotal other comprehensive (loss) income
    
    
    (11,243,868
    )
    
    
    (26,432,238
    )
    
    
    7,227,452Comprehensive income (loss) in accordance with U.S. GAAP
(paragraph 2 b)
    
    
    40,324,947
    
    
    
    (8,680,689
    )
    
    
    50,671,974
 Accumulated other comprehensive income amounted to ThCh$ 43,459,586, ThCh$ 54,703,454 and
ThCh$ 81,135,692 as of December 31, 2004, 2003 and 2002, respectively. The changes in other comprehensive (loss) income determined under U.S. GAAP were as follows: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Other comprehensive (loss) income, before income tax:Cumulative translation adjustment for foreign investments
    
    
    (11,541,416
    )
    
    
    (33,981,450
    )
    
    
    12,346,487Unrealized gains (loss) on securitiesUnrealized holding gains (loss) arising during period
    
    
    681,323
    
    
    
    10,647,763
    
    
    
    (4,980,997
    )Less: reclassification adjustment for losses included
in net income
    
    
    (326,865
    )
    
    
    (1,587,464
    )
    
    
    (1,149,584
    )Other comprehensive (loss) income, before income tax
    
    
    (11,186,958
    )
    
    
    (24,921,151
    )
    
    
    6,215,906Income tax expenses related to items of other
comprehensive income
    
    
    (56,910
    )
    
    
    (1,511,087
    )
    
    
    1,011,546Other comprehensive (loss) income, net of income tax
    
    
    (11,243,868
    )
    
    
    (26,432,238
    )
    
    
    7,227,452
 The Companys earnings per share under U.S. GAAP is as follows: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Series A
    
    
    Series B
    
    
    Series A
    
    
    Series B
    
    
    Series A
    
    
    Series BBasic and diluted net income per share
    
    
    64.60
    
    
    
    71.06
    
    
    
    22.24
    
    
    
    24.46
    
    
    
    54.42
    
    
    
    59.86Weighted average number of common stock
outstanding (thousands of shares)
    
    
    380,137
    
    
    
    380,137
    
    
    
    380,137
    
    
    
    380,137
    
    
    
    380,137
    
    
    
    380,137
 F-49




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##### Table of Contents



Since Series B shares are entitled to a 10% higher dividend than Series A shares, Series B
shareholders are entitled to 52.38% of earnings, and Series A shareholders are entitled to 47.62%
of earnings. In accordance to this calculation, earnings per share are composed as follows: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Net income in accordance with U.S. GAAP
    
    
    51,568,815
    
    
    
    17,751,549
    
    
    
    43,444,522(less): Preferred stock dividend Series B
    
    
    (27,011,745
    )
    
    
    (9,298,261
    )
    
    
    (22,756,241
    )Basic EPSIncome available to common stockholders
    
    
    24,557,070
    
    
    
    8,453,288
    
    
    
    20,688,281Weighted average number of common shares
outstanding (thousands of shares) Series A
    
    
    380,137
    
    
    
    380,137
    
    
    
    380,137Basic and diluted net income per share Series A
    
    
    64.60
    
    
    
    22.24
    
    
    
    54.42Basic EPSIncome available to preferred stockholders
    
    
    27,011,745
    
    
    
    9,298,261
    
    
    
    22,756,241Weighted average number of common shares
outstanding (thousands of shares) Series B
    
    
    380,137
    
    
    
    380,137
    
    
    
    380,137Basic and diluted net income per share Series B
    
    
    71.06
    
    
    
    24.46
    
    
    
    59.86
 The adjustments required to conform shareholders equity to U.S. GAAP are as follows: At December 31,2004
    
    
    2003ThCh$
    
    
    ThCh$Shareholders equity as shown in the Chilean GAAP
financial statements
    
    
    290,848,630
    
    
    
    310,507,964Reversal of additional depreciation on revaluation of property,
plant and equipment (paragraph c)
    
    
    (1,369,473
    )
    
    
    (1,379,261
    )Adjustment to deferred income tax provision (paragraph d)
    
    
    373,601
    
    
    
    62,081Difference in accounting for investments in
related companies (paragraph e)
    
    
    1,616,210
    
    
    
    (36,200
    )Amortization of goodwill (paragraph f)
    
    
    9,350,131
    
    
    
    2,413,681Joint venture accounting (paragraph g)
    
    
    (2,837,138
    )
    
    
    (3,242,444
    )Unrealized gain on investment securities (paragraph h)
    
    
    3,581,853
    
    
    
    3,227,395Derivative financial instruments (paragraph k)
    
    
    (641,806
    )
    
    
    (2,679,511
    )Shareholders equity in accordance with U.S. GAAP
    
    
    300,922,008
    
    
    
    308,873,705
 F - 50




---



##### Table of Contents



The changes in shareholders equity determined under U.S. GAAP were as follows: ThCh$BALANCE AT DECEMBER 31, 2001
    
    
    380,270,781Distribution of dividends
    
    
    (61,160,295
    )Increase in cumulative translation adjustment of foreign investments
    
    
    12,346,487Increase in net unrealized losses on investment securities
    
    
    (5,119,035
    )Net income for the year
    
    
    43,444,522BALANCE AT DECEMBER 31, 2002
    
    
    369,782,460Distribution of dividends
    
    
    (52,228,066
    )Increase in cumulative translation adjustment of foreign investments
    
    
    (33,981,450
    )Decrease in net unrealized losses on investment securities
    
    
    7,549,212Net income for the year
    
    
    17,751,549BALANCE AT DECEMBER 31, 2003
    
    
    308,873,705Distribution of dividends
    
    
    (48,276,644
    )Increase in cumulative translation adjustment of foreign investments
    
    
    (11,541,416
    )Increase in net unrealized losses on investment securities
    
    
    297,548Net income for the year
    
    
    51,568,815BALANCE AT DECEMBER 31, 2004
    
    
    300,922,008
 F - 51




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##### Table of Contents



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 from 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. The provisions for income taxes included in the consolidated statements of income were as follows: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Current tax expense as per tax returns
    
    
    (3,632,164
    )
    
    
    (2,589,043
    )
    
    
    (7,936,185
    )Deferred tax expense as previously
calculated under Chilean GAAP
    
    
    (312,638
    )
    
    
    1,554,213
    
    
    
    (868,528
    )Charge for the year under Chilean GAAP
    
    
    (3,944,802
    )
    
    
    (1,034,830
    )
    
    
    (8,804,713
    )U.S. GAAP adjustments:Deferred tax effect of applying SFAS 109 to
Chilean GAAP results
    
    
    368,430
    
    
    
    1,378,322
    
    
    
    (2,106,323
    )(Charge) benefits from continuous operations
for the year under U.S. GAAP
    
    
    (3,576,372
    )
    
    
    343,492
    
    
    
    (10,911,036
    )
 F - 52




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##### Table of Contents



The above table can be broken down into geographic sources as follows: Chilean
    
    
    
    
    
    
    
    
    
    
    The Company2004
    
    and others
    
    
    Brazil
    
    
    Argentina
    
    
    (consolidated)ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Current tax expense as per tax return
    
    
    (2,009,213
    )
    
    
    (1,457,714
    )
    
    
    (165,237
    )
    
    
    (3,632,164
    )Deferred tax (expense) benefit as previously
calculated under Chilean GAAP
    
    
    (2,086,041
    )
    
    
    431,702
    
    
    
    1,341,701
    
    
    
    (312,638
    )(Charge) benefit for the year under
Chilean GAAP
    
    
    (4,095,254
    )
    
    
    (1,026,012
    )
    
    
    1,176,464
    
    
    
    (3,944,802
    )U.S. GAAP adjustments:Deferred tax effect of applying SFAS 109
    
    
    86,775
    
    
    
    (5,312
    )
    
    
    286,967
    
    
    
    368,430(Charge) benefit from continuous operations
for the year under U.S. GAAP
    
    
    (4,008,479
    )
    
    
    (1,031,324
    )
    
    
    1,463,431
    
    
    
    (3,576,372
    )
 Chilean
    
    
    
    
    
    
    
    
    
    
    The Company2003
    
    and others
    
    
    Brazil
    
    
    Argentina
    
    
    (consolidated)ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Current tax expense as per tax return
    
    
    (2,589,043
    )
    
    
    
    
    
    
    
    
    
    
    (2,589,043
    )Deferred tax (expense) benefit as previously
calculated under Chilean GAAP
    
    
    (659,731
    )
    
    
    783,552
    
    
    
    1,430,392
    
    
    
    1,554,213(Charge) benefit for the year under
Chilean GAAP
    
    
    (3,248,774
    )
    
    
    783,552
    
    
    
    1,430,392
    
    
    
    (1,034,830
    )U.S. GAAP adjustments:Deferred tax effect of applying SFAS 109
    
    
    851,200
    
    
    
    516,195
    
    
    
    10,927
    
    
    
    1,378,322(Charge) benefit from continuous operations
for the year under U.S. GAAP
    
    
    (2,397,574
    )
    
    
    1,299,747
    
    
    
    1,441,319
    
    
    
    343,492
 Chilean
    
    
    
    
    
    
    
    
    
    
    The Company2002
    
    and others
    
    
    Brazil
    
    
    Argentina
    
    
    (consolidated)ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Current tax expense as per tax return
    
    
    (6,646,304
    )
    
    
    
    
    
    
    (1,289,881
    )
    
    
    (7,936,185
    )Deferred tax expense as previously
calculated under Chilean GAAP
    
    
    (762,692
    )
    
    
    (789
    )
    
    
    (105,047
    )
    
    
    (868,528
    )Charge for the year under Chilean GAAP
    
    
    (7,408,996
    )
    
    
    (789
    )
    
    
    (1,394,928
    )
    
    
    (8,804,713
    )U.S. GAAP adjustments:Deferred tax effect of applying SFAS 109
    
    
    (62,399
    )
    
    
    5,602,386
    
    
    
    (7,646,310
    )
    
    
    (2,106,323
    )(Charge) benefit from continuous operations
for the year under U.S. GAAP
    
    
    (7,471,395
    )
    
    
    5,601,597
    
    
    
    (9,041,238
    )
    
    
    (10,911,036
    )
 F - 53




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##### Table of Contents



Deferred tax assets (liabilities) as of balance sheet dates are summarized as follows: For the year ended December 31,2004
    
    
    2003ThCh$
    
    
    ThCh$Deferred tax assets:Tax loss carryforwards
    
    
    14,401,395
    
    
    
    17,845,705Social contribution
    
    
    2,691,031
    
    
    
    2,589,714Tax-credits Argentina currency devaluation
    
    
    1,075,722
    
    
    
    196,702Provision for labor and trade lawsuits
    
    
    4,856,772
    
    
    
    3,536,572Provision for assets written-off
    
    
    1,772,273
    
    
    
    2,242,033Allowance for doubtful accounts
    
    
    543,672
    
    
    
    653,306Vacation accrual
    
    
    119,090
    
    
    
    129,192Provisions for employee benefits
    
    
    491,970
    
    
    
    289,788Packages development
    
    
    
    
    
    
    101,878Joint venture accounting
    
    
    733,380
    
    
    
    838,149Fair value of derivative not considered to be hedge
    
    
    109,107
    
    
    
    455,517Other
    
    
    485,718
    
    
    
    858,943Less: Valuation allowance
    
    
    (16,714,346
    )
    
    
    (20,365,894
    )Total deferred tax assets
    
    
    10,565,784
    
    
    
    9,371,605Deferred tax liabilities:Depreciation
    
    
    4,387,885
    
    
    
    5,205,239Guarantees on bottles
    
    
    2,658,127
    
    
    
    2,567,681Staff severance indemnities
    
    
    565,941
    
    
    
    560,550Financial expenses
    
    
    2,039,346
    
    
    
    Unrealized income on investments securities
    
    
    605,567
    
    
    
    548,657Other
    
    
    450,526
    
    
    
    413,647Total deferred tax liabilities
    
    
    10,707,392
    
    
    
    9,295,774Net deferred tax assets (liabilities) under U.S. GAAP
    
    
    (141,608
    )
    
    
    75,831Net deferred tax assets (liabilities) under Chilean GAAP
    
    
    (515,209
    )
    
    
    13,750Effect of U.S. GAAP adjustments on deferred income taxes
    
    
    373,601
    
    
    
    62,081
 F - 54




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##### Table of Contents



The provision for income taxes differs from the 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: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Income tax provision at statutory Chilean tax rates
    
    
    9,374,682
    
    
    
    2,872,329
    
    
    
    8,696,889Increase (decrease) in provision resulting from:Tax effects resulting from foreign operations
    
    
    1,047,641
    
    
    
    172,816
    
    
    
    602,528Permanent differences
    
    
    (3,107,806
    )
    
    
    923,085
    
    
    
    (8,929,273
    )Effect of remeasurement to U.S. dollars
(Brazil and Argentina)
    
    
    (147,309
    )
    
    
    (1,355,637
    )
    
    
    2,492,146Change in valuation allowance
    
    
    (2,000,181
    )
    
    
    (1,474,060
    )
    
    
    9,145,679Adjustments in prior year income taxes
    
    
    (542,861
    )
    
    
    (652,284
    )
    
    
    23,609Other
    
    
    (1,047,794
    )
    
    
    (829,741
    )
    
    
    (1,120,542
    )Effective tax provision
    
    
    3,576,372
    
    
    
    (343,492
    )
    
    
    10,911,036
 The Chilean statutory first category (corporate) income tax rate was 17.0% for 2004, 16.5% for 2003
and 16.0% for 2002. 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 2004, 2003 and 2002.
Additionally, an additional surtax of 9% for 2004, 2003 and 2002 is charged in Brazil 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, 2004, 2003 and 2002, no such levy was due by the Company for such
periods. The Argentine income tax rate was 35% for 2004, 2003 and 2002 in accordance with currently enacted
tax legislation. The Company had net operating tax loss carryforwards related to its Brazilian subsidiaries of
approximately ThCh$55,374,472 at December 31, 2004 that can be carried forward indefinitely. The
Company had net operating tax loss carryforwards related to its Chilean subsidiaries of
approximately ThCh$29,690,019 at December 31, 2004 that can be carried forward indefinitely. The
Company had net operating tax loss carryforwards related to its Argentinean subsidiaries of
approximately ThCh$22,951,029. The            tax losses in Argentina can be imputed to future tax gains
up to a 5 year term. Since the total tax loss in Argentina was generated by the devaluation of the
Argentine peso in 2002, the expiration of the tax benefit is 2007. b) Comprehensive income (loss) 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. F - 55




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##### Table of Contents



c) Statements of cash flows i) For the purpose of the statements 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: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Cash
    
    
    13,826,989
    
    
    
    9,579,370
    
    
    
    12,056,523Time deposits
    
    
    7,561,598
    
    
    
    6,767,470
    
    
    
    12,877,562Money market funds
    
    
    5,750,430
    
    
    
    25,720,902
    
    
    
    26,440,071Total cash and cash equivalents
    
    
    27,139,017
    
    
    
    42,067,742
    
    
    
    51,374,156
 ii) Additional cash flow disclosure required under U.S. GAAP that are shown net in Chilean GAAP are
as follows: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Short-term borrowings with banks and
financial institutions
    
    
    60,090,409
    
    
    
    52,586,513
    
    
    
    12,726,928Long term borrowings with banks and
financial institutions
    
    
    
    
    
    
    333,698
    
    
    
    40,265,971Repayment of short-term bank borrowings
    
    
    (45,620,408
    )
    
    
    (54,543,000
    )
    
    
    (57,175,701
    )Repayment of long-term bank borrowings
    
    
    (1,258,957
    )
    
    
    (1,250,281
    )
    
    
    Net bank borrowings
    
    
    13,211,044
    
    
    
    (2,873,070
    )
    
    
    (4,182,802
    )
 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 statements, and intersegment sales, which are accounted for at
invoice price. The Company measures its reportable segments and evaluates their performance based on operating
income under Chilean GAAP. 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. F - 56




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##### Table of Contents



The accounting policies for the segments are the same as those described in Note 1  Nature of
operations and summary of significant policies. A summary of the Companys operations by segment calculated under Chilean GAAP is as follows: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Revenue:Sales to unaffiliated customers:Soft drinks
    
    
    361,359,854
    
    
    
    343,360,373
    
    
    
    356,479,834Other beverages
    
    
    42,429,222
    
    
    
    41,623,815
    
    
    
    40,753,967Packaging
    
    
    9,965,143
    
    
    
    11,543,480
    
    
    
    15,046,122Subtotal
    
    
    413,754,219
    
    
    
    396,527,668
    
    
    
    412,279,923Intersegment sales:Soft drinks
    
    
    
    
    
    
    
    
    
    
    Other beverages
    
    
    14,092,341
    
    
    
    14,054,688
    
    
    
    13,376,932Packaging
    
    
    8,631,860
    
    
    
    8,338,154
    
    
    
    7,852,874Eliminations
    
    
    (22,724,201
    )
    
    
    (22,392,842
    )
    
    
    (21,229,806
    )Subtotal
    
    
    
    
    
    
    
    
    
    
    Total revenue
    
    
    413,754,219
    
    
    
    396,527,668
    
    
    
    412,279,923Operating income:Soft drinks
    
    
    55,557,885
    
    
    
    44,376,442
    
    
    
    36,936,482Other beverages
    
    
    5,421,072
    
    
    
    3,789,947
    
    
    
    4,984,781Packaging
    
    
    1,907,102
    
    
    
    725,600
    
    
    
    1,063,924Total operating income
    
    
    62,886,059
    
    
    
    48,891,989
    
    
    
    42,985,187Financial income:Soft drinks
    
    
    23,314,412
    
    
    
    31,539,494
    
    
    
    25,356,571Other beverages
    
    
    315
    
    
    
    90,253
    
    
    
    42,404Packaging
    
    
    2,066
    
    
    
    3,921
    
    
    
    391Total financial income
    
    
    23,316,793
    
    
    
    31,633,668
    
    
    
    25,399,366Financial expenses:Soft drinks
    
    
    18,923,756
    
    
    
    20,442,897
    
    
    
    20,912,131Other beverages
    
    
    80,845
    
    
    
    1,363
    
    
    
    1,202Packaging
    
    
    135,882
    
    
    
    35,464
    
    
    
    Total financial expenses
    
    
    19,140,483
    
    
    
    20,479,724
    
    
    
    20,913,333
 F - 57




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##### Table of Contents



For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Share of income from unconsolidated
affiliates:Soft drinks
    
    
    
    
    
    
    
    
    
    
    Other beverages
    
    
    567,149
    
    
    
    2,320,752
    
    
    
    11,371,348Packaging
    
    
    421,138
    
    
    
    (451,669
    )
    
    
    (1,931,516
    )Total share of income from
unconsolidated affiliates
    
    
    988,287
    
    
    
    1,869,083
    
    
    
    9,439,832Income tax expenses:Soft drinks
    
    
    3,601,147
    
    
    
    884,495
    
    
    
    7,561,444Other beverages
    
    
    132,513
    
    
    
    150,335
    
    
    
    130,139Packaging
    
    
    211,142
    
    
    
    
    
    
    
    1,113,130Total income tax expenses
    
    
    3,944,802
    
    
    
    1,034,830
    
    
    
    8,804,713Depreciation:Soft drinks
    
    
    30,102,546
    
    
    
    30,493,957
    
    
    
    37,236,738Other beverages
    
    
    1,208,045
    
    
    
    1,180,865
    
    
    
    1,321,247Packaging
    
    
    1,269,638
    
    
    
    2,112,580
    
    
    
    3,129,636Total depreciation
    
    
    32,580,229
    
    
    
    33,787,402
    
    
    
    41,687,621Segment assets:Soft drinks
    
    
    441,732,927
    
    
    
    458,560,454
    
    
    
    548,840,424Other beverages
    
    
    10,730,029
    
    
    
    11,123,702
    
    
    
    11,652,230Packaging
    
    
    12,617,378
    
    
    
    13,829,911
    
    
    
    16,761,751Total segment assets
    
    
    465,080,334
    
    
    
    483,514,067
    
    
    
    577,254,405Capital expenditures:Soft drinks
    
    
    23,920,770
    
    
    
    24,908,430
    
    
    
    23,923,537Other beverages
    
    
    845,296
    
    
    
    936,149
    
    
    
    527,743Packaging
    
    
    474,923
    
    
    
    131,961
    
    
    
    229,670Total capital expenditures
    
    
    25,240,989
    
    
    
    25,976,540
    
    
    
    24,680,950
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##### Table of Contents



A geographical summary of the Companys operations by segment calculated under Chilean GAAP is as
follows: For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Revenue:Sales to unaffiliated customers:Chile
    
    
    201,667,750
    
    
    
    199,021,046
    
    
    
    193,655,665Brazil
    
    
    127,958,224
    
    
    
    121,600,834
    
    
    
    148,033,811Argentina
    
    
    84,128,245
    
    
    
    75,905,788
    
    
    
    70,590,447Total revenue
    
    
    413,754,219
    
    
    
    396,527,668
    
    
    
    412,279,923Operating income:Chile
    
    
    40,501,605
    
    
    
    38,133,917
    
    
    
    37,480,320Brazil
    
    
    13,259,497
    
    
    
    7,166,262
    
    
    
    5,757,907Argentina
    
    
    9,124,957
    
    
    
    3,591,810
    
    
    
    (253,040
    )Total operating income
    
    
    62,886,059
    
    
    
    48,891,989
    
    
    
    42,985,187Financial income:Chile
    
    
    20,707,444
    
    
    
    28,923,991
    
    
    
    17,551,146Brazil
    
    
    2,548,136
    
    
    
    2,647,621
    
    
    
    7,772,727Argentina
    
    
    61,213
    
    
    
    62,056
    
    
    
    75,493Total financial income
    
    
    23,316,793
    
    
    
    31,633,668
    
    
    
    25,399,366Financial expenses:Chile
    
    
    10,377,574
    
    
    
    9,681,964
    
    
    
    11,485,277Brazil
    
    
    4,502,428
    
    
    
    6,592,286
    
    
    
    4,737,885Argentina
    
    
    4,260,481
    
    
    
    4,205,474
    
    
    
    4,690,171Total financial expenses
    
    
    19,140,483
    
    
    
    20,479,724
    
    
    
    20,913,333Share of income from unconsolidated
affiliates:Chile
    
    
    300,341
    
    
    
    (391,791
    )
    
    
    42,820Brazil
    
    
    567,149
    
    
    
    2,320,752
    
    
    
    11,371,348Argentina
    
    
    120,797
    
    
    
    (59,878
    )
    
    
    (1,974,336
    )Total share of income from
unconsolidated affiliates
    
    
    988,287
    
    
    
    1,869,083
    
    
    
    9,439,832Income tax expenses (benefit):Chile
    
    
    4,095,254
    
    
    
    3,248,576
    
    
    
    7,408,996Brazil
    
    
    1,026,012
    
    
    
    (783,352
    )
    
    
    789Argentina
    
    
    (1,176,464
    )
    
    
    (1,430,394
    )
    
    
    1,394,928Total income tax expenses
    
    
    3,944,802
    
    
    
    1,034,830
    
    
    
    8,804,713
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##### Table of Contents



For the year ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Depreciation:Chile
    
    
    14,036,621
    
    
    
    14,355,643
    
    
    
    13,603,273Brazil
    
    
    10,413,645
    
    
    
    9,860,949
    
    
    
    14,960,534Argentina
    
    
    8,129,963
    
    
    
    9,570,810
    
    
    
    13,123,814Total depreciation
    
    
    32,580,229
    
    
    
    33,787,402
    
    
    
    41,687,621Identifiable long-lived assets:Chile
    
    
    239,388,792
    
    
    
    260,832,326
    
    
    
    295,495,487Brazil
    
    
    121,467,819
    
    
    
    113,842,931
    
    
    
    145,932,734Argentina
    
    
    86,552,573
    
    
    
    94,373,552
    
    
    
    125,116,227Total identifiable long-lived assets
    
    
    447,409,184
    
    
    
    469,048,809
    
    
    
    566,544,448
 A reconciliation of total segment assets by product, and long-lived assets by country to total
consolidated assets for the years ended December 31, 2004, 2003 and 2002 is as follows: At December 31,Industry
    
    2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Total segment assets
    
    
    465,080,334
    
    
    
    483,514,067
    
    
    
    577,254,405Cash
    
    
    13,826,989
    
    
    
    9,579,370
    
    
    
    12,056,523Financial instruments
    
    
    23,643,313
    
    
    
    32,488,372
    
    
    
    39,317,634Amounts due from related parties
    
    
    115,726
    
    
    
    51,823
    
    
    
    94,508Recoverable taxes
    
    
    5,572,967
    
    
    
    4,683,314
    
    
    
    4,518,935Deferred income taxes
    
    
    
    
    
    
    1,382,778
    
    
    
    736,305Investments in related companies
    
    
    20,012,845
    
    
    
    19,900,898
    
    
    
    17,674,616Investment in other companies
    
    
    54,250
    
    
    
    624,762
    
    
    
    763,382Intangible assets (net)
    
    
    214,903
    
    
    
    322,167
    
    
    
    640,411Liabilities deducted from segment assets
    
    
    51,209,873
    
    
    
    47,514,136
    
    
    
    41,211,282Total assets
    
    
    579,731,200
    
    
    
    600,061,687
    
    
    
    694,268,001Identifiable long-lived assets
    
    
    447,409,184
    
    
    
    469,048,809
    
    
    
    566,544,448Current assets
    
    
    132,322,016
    
    
    
    131,012,878
    
    
    
    127,723,553Total assets
    
    
    579,731,200
    
    
    
    600,061,687
    
    
    
    694,268,001
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e) Derivative financial instruments Derivative financial instruments are used by the Company principally in the management of its and
foreign currency exposures. The Company does not hold or issue derivative financial instruments
for trading purposes. As described in paragraph 1k), under U.S. GAAP, the Company applies SFAS No. 133. 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 2004 and 2003, the Company entered into forward contracts in its Chilean and Brazilian
operations to manage its exposure associated with its foreign currency commitments in US dollars,
which were primarily for raw materials purchases. During 2004 and 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, 2004 and 2003, the Company had derivative
financial instruments outstanding consisting of forward contracts to purchase US dollars with a
notional amount of ThCh$ 115,419,720 in 2004 all of which mature as per Note 24 and ThCh$
113,218,451 in 2003, all of which matured as per Note 24. See Note 24 above for the detail of the
derivative instruments at December 31, 2004 and 2003. 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 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 - 61




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f) Operating income Under Chilean GAAP, the following income and expenses arising during the years ended 2004, 2003 and
2002 are classified as Non-operating income and expense whereas under U.S. GAAP they would be
included within Operating income: At December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Operating income as reported under Chilean GAAP
    
    
    62,886,059
    
    
    
    48,891,989
    
    
    
    42,985,187Gain on legal claim
    
    
    
    
    
    
    
    
    
    
    1,508,122Gain on sale of, plant property and equipment
    
    
    307,403
    
    
    
    537,401
    
    
    
    695,587Lease of property (offices)
    
    
    28,103
    
    
    
    
    
    
    
    Reversal of contingencies provisions
    
    
    
    
    
    
    1,521,613
    
    
    
    Provision for property, plant and equipment Itaoca
    
    
    (2,891,610
    )
    
    
    
    
    
    
    Staff severance indemnities
    
    
    (2,301
    )
    
    
    (64,799
    )
    
    
    (3,346,014
    )Provision for labor, tax and commercial lawsuits
    
    
    (1,657,258
    )
    
    
    (5,440,323
    )
    
    
    (4,410,362
    )Obsolescence and write-off of property, plant and equipment
    
    
    (123,684
    )
    
    
    (186,458
    )
    
    
    (8,530,041
    )Loss on sale of property, plant and equipment
    
    
    (588,784
    )
    
    
    (337,766
    )
    
    
    (350,517
    )Provision for loss of investment in Transora
    
    
    (613,166
    )
    
    
    
    
    
    
    Provision for equity investee in Centralli Refrigerantes S.A.
    
    
    (79,202
    )
    
    
    (1,038,996
    )
    
    
    Operating income under U.S. GAAP format
    
    
    57,265,560
    
    
    
    43,882,661
    
    
    
    28,551,962
 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, 2004. h) Disclosures regarding the fair values of financial instruments The estimated fair values of the Companys financial instruments were as follows: At December 31,2004
    
    
    2003Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fairvalue
    
    
    value
    
    
    value
    
    
    valueThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Cash
    
    
    13,826,989
    
    
    
    13,826,989
    
    
    
    9,579,370
    
    
    
    9,579,370Time deposits
    
    
    7,561,598
    
    
    
    7,561,598
    
    
    
    6,767,470
    
    
    
    6,767,470Marketable securities
    
    
    16,081,715
    
    
    
    16,177,834
    
    
    
    25,720,902
    
    
    
    25,720,902Trade accounts receivable (net)
    
    
    31,217,559
    
    
    
    31,217,559
    
    
    
    29,072,982
    
    
    
    29,072,982Notes receivable (net)
    
    
    10,001,535
    
    
    
    10,001,535
    
    
    
    11,728,404
    
    
    
    11,728,404Other receivables (net)
    
    
    16,274,670
    
    
    
    16,274,670
    
    
    
    14,017,641
    
    
    
    14,017,641Long-term time deposits
    
    
    45,920,861
    
    
    
    45,920,861
    
    
    
    50,125,891
    
    
    
    50,125,891Long-term credits
    
    
    20,718,081
    
    
    
    20,718,081
    
    
    
    24,480,284
    
    
    
    24,480,284Long-term investment in bonds
    
    
    92,768,681
    
    
    
    96,254,415
    
    
    
    86,868,771
    
    
    
    90,096,166Long-term receivables
    
    
    46,948
    
    
    
    46,948
    
    
    
    51,823
    
    
    
    51,823Foreign currency contracts (net)
    
    
    20,204,614
    
    
    
    20,204,614
    
    
    
    8,833,411
    
    
    
    8,833,411
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##### Table of Contents



At December 31,2004
    
    
    2003Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fairvalue
    
    
    value
    
    
    value
    
    
    ValueThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Short and long-term
term bank borrowings
    
    
    65,760,668
    
    
    
    65,760,668
    
    
    
    57,925,666
    
    
    
    57,925,666Bonds payable
    
    
    125,084,790
    
    
    
    139,312,586
    
    
    
    138,627,585
    
    
    
    139,886,825Dividends payable
    
    
    6,904,006
    
    
    
    6,904,006
    
    
    
    4,055,344
    
    
    
    4,055,344Accounts payable
    
    
    33,635,007
    
    
    
    33,635,007
    
    
    
    32,691,155
    
    
    
    32,691,155Notes payable
    
    
    5,000
    
    
    
    5,000
    
    
    
    32,059
    
    
    
    32,059Other creditors short and long-term
    
    
    3,071,031
    
    
    
    3,071,031
    
    
    
    3,267,559
    
    
    
    3,267,559
 Cash, receivables and account payable: the carrying amounts approximate fair value due to the
short-term maturity of this instruments. 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 and swaps contracts are based
on quoted market prices at year end. i) Available for sale securities The following are required disclosures for investments classified as available for-sale in
accordance with SFAS 115. Realized gains and losses are determined using the proceeds from sale
less the cost of the investments identified to be sold. Gross gains and losses realized on the sale
of available-for-sale securities for the year ended December 31, 2004, 2003 and 2002 are as
follows: Years ended December 31,2004
    
    
    2003
    
    
    2002ThCh$
    
    
    ThCh$
    
    
    ThCh$Proceeds on realized gains
    
    
    15,672,715
    
    
    
    27,626,786
    
    
    
    31,273,005Realized gains
    
    
    326,865
    
    
    
    1,618,289
    
    
    
    1,166,625Proceeds on realized losses
    
    
    
    
    
    
    15,138,305
    
    
    
    2,817,075Realized losses
    
    
    
    
    
    
    (30,825
    )
    
    
    (17,041
    )
 F - 63




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##### Table of Contents



The carrying value and market value of securities available-for sale as of December 31, 2004, 2003
and 2002 are as follows: Year ended December 31, 2004Gross
    
    
    GrossUnrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Available-for-sale-investmentsChilean treasury bonds
    
    
    8,051,503
    
    
    
    147,740
    
    
    
    
    
    
    
    8,199,243Other securities of Chilean
institutions
    
    
    58,263,665
    
    
    
    1,614,152
    
    
    
    (39,075
    )
    
    
    59,838,742Foreign investments
    
    
    32,032,283
    
    
    
    2,007,741
    
    
    
    (148,705
    )
    
    
    33,891,319Total
    
    
    98,347,451
    
    
    
    3,769,633
    
    
    
    (187,780
    )
    
    
    101,929,304
 Year ended December 31, 2003Gross
    
    
    GrossUnrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Available-for-sale-investmentsChilean treasury bonds
    
    
    8,833,752
    
    
    
    
    
    
    
    (69,872
    )
    
    
    8,763,880Other securities of Chilean
institutions
    
    
    53,210,613
    
    
    
    1,836,002
    
    
    
    (308,431
    )
    
    
    54,738,184Foreign investments
    
    
    24,824,406
    
    
    
    1,769,696
    
    
    
    
    
    
    
    26,594,102Total
    
    
    86,868,771
    
    
    
    3,605,698
    
    
    
    (378,303
    )
    
    
    90,096,166
 Year ended December 31, 2002Gross
    
    
    GrossUnrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Available-for-sale-investmentsChilean treasury bonds
    
    
    13,060,250
    
    
    
    
    
    
    
    (562,041
    )
    
    
    12,498,209Other securities of Chilean
institutions
    
    
    89,136,715
    
    
    
    1,992,560
    
    
    
    (8,309,345
    )
    
    
    82,819,930Foreign investments
    
    
    16,059,998
    
    
    
    1,045,921
    
    
    
    
    
    
    
    17,105,919Total
    
    
    118,256,963
    
    
    
    3,038,481
    
    
    
    (8,871,386
    )
    
    
    112,424,058
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##### Table of Contents



The contractual maturities of securities classified by the Company as available-for-sale are
as follows: Year ended December 31, 2004After one
    
    
    After fiveyear but
    
    
    years butWithin
    
    
    within five
    
    
    within ten
    
    
    After tenone year
    
    
    years
    
    
    years
    
    
    years
    
    
    TotalThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$
    
    
    ThCh$Available-for-sale-investmentsChilean treasury bonds
    
    
    
    
    
    
    
    
    
    
    8,051,503
    
    
    
    
    
    
    
    8,051,503Other securities of Chilean
institutions
    
    
    5,578,770
    
    
    
    8,502,368
    
    
    
    44,182,527
    
    
    
    
    
    
    
    58,263,665Foreign investments
    
    
    
    
    
    
    15,234,277
    
    
    
    16,798,006
    
    
    
    
    
    
    
    32,032,283Total
    
    
    5,578,770
    
    
    
    23,736,645
    
    
    
    69,032,036
    
    
    
    
    
    
    
    98,347,451
 j) Goodwill The Company has performed the impairment test of goodwill as required by SFAS No.142, which did not
result in any impairment. The table below presents the allocation of the total carrying value of goodwill, net of accumulated
amortization calculated up to December 31, 2001 by major line of business of the Company: Business Segment
    
    ThCh$Soft drinks
    
    
    93,165,241
 k) 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. F - 65




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l) Recent Accounting Pronouncements In November 2004, the FASB issued FASB Statement No. 151, Inventory Costs  an amendment of ARB
No. 43 (FAS 151), which is the result of its efforts to converge U.S. accounting standards for
inventories with International Accounting Standards. FAS 151 requires idle facility expenses,
freight, handling costs, and wasted material (spoilage) costs to be recognized as current-period
charges. It also requires that allocation of fixed production overheads to the costs of conversion
be based on the normal capacity of the production facilities. FAS 151 will be effective for
inventory costs incurred during fiscal years beginning after June 15, 2005. FAS 151 is not
expected to have any impact on the Companys financial position or results of operations. In December 2004, the FASB issued FASB Statement No. 153, Exchange of Non-monetary Assets and
amendment of APB No. 29 (FAS 153), which is the result of its efforts to improve comparability
of U.S. accounting standards for non-monetary transactions with International Accounting Standards.
FAS 153 eliminates the exception to fair value for exchanges of similar productive assets outlined
in APB No. 29 and replaces it with a general exception for exchange transactions that do not have
commercial substance  that is, transactions that are not expected to result in significant changes
in the cash flows of the reporting entity. FAS 153 will be effective for non-monetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. FAS 153 is not expected to
have any impact on the Companys financial position or results of operations. In May 2005, the FASB issued FASB Statement No. 154 Accounting Changes and Error Corrections a
replacement of APB Opinion No. 20 and FASB Statement No. 3 (FAS 154), which changes the
requirements for the accounting and reporting of a change in an accounting principle. FAS 154
applies to all voluntary changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement does not include specific
transition provisions. When a pronouncement includes specific transition provisions, those
provisions should be followed. FAS 154 requires retrospective application to prior periods
financial statements of changes in accounting principle, unless it is not practical to determine
either the period specific effects or the cumulative effect of the change. FAS 154 is not
expected to have any impact on the Companys financial position or results of operations. F - 66




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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 July 7, 2005. EMBOTELLADORA ANDINA S.A.
(ANDINA BOTTLING COMPANY)/s/ Osvaldo GarayOsvaldo GarayChief Financial Officer Date: July 7, 2005 100