UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                   FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

[ ]  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 1-12290

                          PANAMERICAN BEVERAGES, INC.
            (Exact Name of Registrant as Specified in Its Charter)

     Republic of Panama                                  Not Applicable
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification No.)


                              c/o Panamco, L.L.C.
                         701 Waterford Way, Suite 800
                                Miami, Florida
                   (Address of Principal Executive Offices)

                                     33126
                                  (Zip Code)


Registrant's Telephone Number, including area code:  (305) 856-7100



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. Yes X No __

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of each of the registrant's classes of common
and preferred stock, par value $0.01 per share, as of November 7, 2001 were:

    Class A Common Stock:                          113,481,026
    Class B Common Stock:                            8,697,405
    Class C Preferred Stock:                                 2





<PAGE>



                               TABLE OF CONTENTS


                                                                           Page
PART I   FINANCIAL INFORMATION

Item 1.  UNAUDITED FINANCIAL STATEMENTS:

         Condensed Consolidated Balance Sheets
          as of September 30, 2001 and December 31, 2000...................   1

         Condensed Consolidated Statements of Operations
          for the three and nine months ended September 30, 2001 and 2000..   3

         Condensed Consolidated Statements of Cash Flows
          for the nine months ended September 30, 2001 and 2000............   4

         Notes to Condensed Consolidated Financial Statements..............   5

         PANAMCO MEXICO AND CENTRAL AMERICA - Selected Statements of
          Operations Data for the three and nine months ended September 30,
          2001 and 2000...................................................   21

         PANAMCO BRASIL - Selected Statements of Operations Data
          for the three and nine months ended September 30, 2001 and 2000.   23

         PANAMCO COLOMBIA - Selected Statements of Operations Data
          for the three and nine months ended September 30, 2001 and 2000.   24

         PANAMCO VENEZUELA - Selected Statements of Operations Data
          for the three and nine months ended September 30, 2001 and 2000.   25

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.............................   26

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK.....................................................   33

PART II  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS................................................   33

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS........................   33

Item 3.  DEFAULTS UPON SENIOR SECURITIES..................................   34

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............   34

Item 5.  OTHER INFORMATION................................................   34

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.................................   34

Signatures................................................................   35


                                      i


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
      (Stated in thousands of United States of America ("U.S.") dollars)
                                  (Unaudited)


                                                September 30,       December 31,
                                                    2001                2000
                                                -------------       ------------
       ASSETS

Current Assets:
 Cash and equivalents                          $    104,456       $    191,773
 Accounts receivable, net                           108,842            138,473
 Inventories, net                                    91,399            105,439
 Other current assets                                22,383             30,268
                                                -----------        -----------
   Total Current Assets                             327,080            465,953
                                                -----------        -----------

Investments                                          25,350            158,006
Property, plant and equipment, net                1,025,256          1,125,719
Bottles and cases, net                              213,677            236,527
Cost in excess of net assets acquired, net          865,238            903,683
Other assets                                        118,290            136,433
                                                -----------        -----------
   Total Assets                                 $ 2,574,891        $ 3,026,321
                                                ===========        ===========

       LIABILITIES

Current Liabilities:
 Accounts payable                              $    183,157        $   171,239
 Current portion of long-term obligations            38,659            184,889
 Bank loans                                          64,478             40,295
 Other accrued liabilities                          135,103            241,801
                                                -----------        -----------
  Total Current Liabilities                         421,397            638,224
                                                -----------        -----------
Long-term Liabilities:
 Long-term obligations, net of current portion      886,571          1,028,575
 Other liabilities                                  173,131            164,406
                                                -----------        -----------
   Total Long-term Liabilities                    1,059,702          1,192,981
                                                -----------        -----------

   Total Liabilities                              1,481,099          1,831,205
                                                -----------        -----------

                                 (Continued)
                                      1


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
      (Stated in thousands of United States of America ("U.S.") dollars)
                                  (Unaudited)


                                                September 30,       December 31,
                                                    2001                2000
                                               ----------------   --------------

Commitments and contingencies
Minority interest in consolidated subsidiaries      29,044               27,805
                                                 ---------            ---------

    SHAREHOLDERS' EQUITY

Class C preferred stock, $0.01 par value;
50,000 shares authorized; 2 shares issued
and outstanding at September 30, 2001 and
December 31, 2000, respectively                          -                    -

Class A common stock, $0.01 par value;
136,936,684 and 136,745,820 shares issued
and 114,706,756 and 119,742,584 shares
outstanding at September 30, 2001 and
December 31, 2000, respectively                      1,367                1,367

Class B common stock, $0.01 par value;
11,075,178 and 11,266,042 shares issued
and 8,697,411 and 8,888,435 shares outstanding
at September 30, 2001 and December 31, 2000,
respectively                                           113                  113
Capital in excess of par value                   1,591,819            1,585,498
Retained earnings                                  119,425               50,632
Accumulated other comprehensive loss              (470,889)            (399,541)
                                                 ---------            ---------
                                                 1,241,835            1,238,069

Less - 24,607,695 and 19,380,843 treasury
shares held at September 30, 2001 and
December 31, 2000, respectively, at cost          (177,087)             (70,758)
                                                 ---------            ---------
    Total Shareholders' Equity                   1,064,748            1,167,311
                                                 ---------            ---------
    Total Liabilities and Shareholders'
    Equity                                     $ 2,574,891          $ 3,026,321
                                               ===========          ===========


   The accompanying notes are an integral part of these unaudited condensed
                      consolidated financial statements.
                                      2


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        (Stated in thousands of U.S. dollars, except per share amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>


                                              THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                 SEPTEMBER 30,                       SEPTEMBER 30,
                                         ---------------------------         ----------------------------
<S>                                      <C>              <C>                <C>              <C>
                                            2001             2000                2001             2000
                                         ----------       ----------         -----------      -----------
Net sales                                $  638,642       $  648,180         $ 1,958,105      $ 1,897,422
Cost of sales, excluding depreciation
 and amortization                           309,660          304,922             944,123          903,856
                                         ----------       ----------         -----------      -----------
  Gross profit                              328,982          343,258           1,013,982          993,566
                                         ----------       ----------         -----------      -----------
Operating expenses:
  Selling, general and administrative       194,406          221,888             612,404          640,410
  Depreciation and amortization              51,680           56,869             161,166          171,937
  Amortization of goodwill                    6,556            9,344              19,882           27,543
  Facilities reorganization charges              -                -                   -            79,878
                                         ----------       ----------         -----------      -----------
                                            252,642          288,101             793,452          919,768
                                         ----------       ----------         -----------      -----------
   Operating income                          76,340           55,157             220,530           73,798
                                         ----------       ----------         -----------      -----------
Other income (expense):
  Interest income                             4,056            8,027              17,806           23,822
  Interest expense                          (24,222)         (36,122)            (85,295)        (107,058)
  Other expense, net                         (3,537)          (5,738)             (7,467)         (18,067)
                                         ----------       ----------         -----------      -----------
   Income (loss) before income taxes         52,637           21,324             145,574          (27,505)
Provision for income taxes                   20,740           19,663              49,217           29,185
                                         ----------       ----------         -----------      -----------

   Income (loss) before minority interest    31,897            1,661              96,357          (56,690)
Minority interest in earnings
  of subsidiaries                             1,787            1,197               4,684            2,824
                                         ----------       ----------         -----------      -----------
  Net income (loss)                      $   30,110       $      464         $    91,673       $  (59,514)
                                         ==========       ==========         ===========       ==========
  Basic earnings (loss) per share        $     0.24       $     0.00         $      0.72       $    (0.46)
                                         ==========       ==========         ===========       ==========
  Basic weighted average shares
   outstanding, in thousands                124,842          128,733             126,676          128,869
                                         ==========       ==========         ===========       ==========
Diluted earnings (loss) per share        $     0.24       $     0.00         $      0.72       $    (0.46)
                                         ==========       ==========         ===========       ==========
Diluted weighted average shares
   outstanding, in thousands                126,191          129,147             127,878          128,869
                                         ==========       ==========         ===========       ==========

</TABLE>

   The accompanying notes are an integral part of these unaudited condensed
                      consolidated financial statements.
                                      3
<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Stated in thousands of U.S. dollars)
                                   (Unaudited)


                                                NINE MONTHS ENDED SEPTEMBER 30,
                                             ----------------------------------
                                                  2001                  2000
                                             ------------          ------------
 Net cash provided by operating activities      $ 240,900             $ 207,938
Cash flows from investing activities:
 Capital expenditures                             (56,163)              (96,497)
 Purchases of bottles and cases                   (32,131)              (49,062)
 Purchases of investments                            (428)               (4,000)
 Proceeds from sale of investments                127,720                25,000
 Proceeds from sale of property, plant
   and equipment                                   25,711                17,713
 Other                                               (454)                  (36)
                                                ---------             ---------
  Net cash provided by (used in)
  investing activities                             64,255              (106,882)
                                                ---------             ---------
Cash flows from financing activities:
  Payment of bank loans and other long-term
   obligations                                   (407,279)             (144,192)
  Proceeds from bank loans and other
   long-term obligations                          151,492                75,162
  Issuance of capital stock                         9,316                   412
  Share repurchase                               (109,323)              (11,772)
  Payment of dividends to minority interest        (1,057)                 (759)
  Payment of dividends to shareholders            (22,880)              (23,178)
                                                ---------             ---------
    Net cash used in financing activities        (379,731)             (104,327)
                                                ---------             ---------
  Effect of exchange rate changes on cash
   and cash equivalents                           (12,741)               (1,962)
                                                ---------             ---------
     Net decrease in cash and equivalents         (87,317)               (5,233)
     Cash and equivalents at beginning
      of period                                   191,773               152,648
                                                ---------             ---------
     Cash and equivalents at end
      of period                                 $ 104,456             $ 147,415
                                                =========             =========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Cash paid during the year for:
   Interest (net of capitalized interest)       $  81,825             $  96,868
                                                =========             =========
   Income taxes                                 $  72,846             $  59,850
                                                =========             =========
NONCASH ACTIVITIES:
  Write-off of property, plant and
   equipment against accrued facilities
   reorganization charges                       $      -              $  39,533
                                                =========             =========

   The accompanying notes are an integral part of these unaudited condensed
                      consolidated financial statements.
                                       4


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(1)  BASIS OF PRESENTATION

     The unaudited condensed consolidated financial statements included herein
     have been prepared by Panamerican Beverages, Inc. (the "Company"), in
     accordance with the rules and regulations of the Securities and Exchange
     Commission (the "SEC"). In the opinion of management, these unaudited
     condensed consolidated financial statements contain all adjustments,
     which are of a normal recurring nature, necessary to present fairly the
     Company's consolidated financial position as of September 30, 2001 and
     December 31, 2000, and the consolidated results of operations for the
     three and nine months ended September 30, 2001 and 2000. Certain
     information and footnote disclosures normally included in consolidated
     financial statements prepared in accordance with generally accepted
     accounting principles have been condensed or omitted pursuant to the
     rules and regulations of the SEC.

     These unaudited financial statements should be read in conjunction with
     the audited financial statements and the notes thereto included in the
     Company's 2000 Annual Report on Form 10-K filed with the SEC on April 2,
     2001. The Company has made no significant changes in accounting policies
     from those reflected in the consolidated financial statements included in
     the Annual Report on Form 10-K.

     The financial statements of the Colombian and Venezuelan subsidiaries for
     all periods have been remeasured into U.S. dollars, the reporting and
     functional currency, in accordance with the Financial Accounting
     Standards Board ("FASB") Statement of Financial Accounting Standards
     (SFAS) No. 52, "Foreign Currency Translation," as it applies to highly
     inflationary economies. The functional currencies of the Mexican,
     Brazilian, Costa Rican, Nicaraguan and Guatemalan subsidiaries are the
     Mexican peso, Brazilian real, Costa Rican colon, Nicaraguan cordova and
     Guatemalan quetzal, respectively. The financial statements of the
     Mexican, Brazilian, Costa Rican, Nicaraguan and Guatemalan subsidiaries
     have been translated using the current rate translation method and the
     resulting translation adjustments are included in accumulated other
     comprehensive income (loss), which is a component of shareholders'
     equity. Foreign currency translation gains (losses) on monetary assets
     and liabilities for the Colombian and Venezuelan subsidiaries have been
     included in the consolidated statements of operations captions to which
     such items relate as shown below:


                                       5


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(1)  BASIS OF PRESENTATION, CONTINUED

                           THREE MONTHS ENDED        NINE MONTHS ENDED
                              SEPTEMBER 30,            SEPTEMBER 30,
                          -------------------       -------------------
                            2001        2000          2001        2000
                          -------     -------       -------     -------
Net sales                 $   161     $  (227)      $   275     $  (630)
Cost of sales and
 operating expenses           890       1,886         2,456       7,640
Interest and other income
 (expense), net             1,379         727         3,499       1,573
Provision (benefit) for
 income taxes                (149)          1           (85)      1,508
                          -------     -------       -------     -------
Net translation gain      $ 2,281     $ 2,387       $ 6,145     $10,091
                          =======     =======       =======     =======


(2)  NEW ACCOUNTING STANDARDS AND PRONOUNCEMENTS

     In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and
     SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires
     business combinations initiated after June 30, 2001 to be accounted for
     using the purchase method of accounting and the pooling-of-interests method
     will be prohibited. The remaining provisions of SFAS No. 141 will be
     effective for transactions accounted for using the purchase method that are
     completed after June 30, 2001. Under SFAS No. 142, goodwill and certain
     intangible assets are no longer subject to amortization over its estimated
     useful life, but instead will be subject to an impairment test to be
     performed at least annually. The provisions of SFAS No. 142 will be
     effective for fiscal years beginning after December 15, 2001, and will
     therefore be adopted by the Company beginning on January 1, 2002. The
     Company is currently reviewing the statements to determine the overall
     effect on the Company, but expects that the adoption of SFAS No. 142 will
     lower fiscal year 2002 amortization expense by approximately $26.0 million.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS
     No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived
     Assets to be Disposed of" and Accounting Principles Board Opinion ("APB")
     No. 30, "Reporting the Results of Operations - Reporting the Effects of the
     Disposal of a Segment Business and Extraordinary, Unusual and Infrequently
     Occurring Events and Transactions." SFAS No. 144 establishes a single
     accounting model for assets to be disposed of by sale whether previously
     held and used or newly acquired. SFAS No. 144 retains the provisions of APB
     No. 30 for presentation of discontinued operations in the income statement,
     but broadens the presentation to include a component of an entity. SFAS 144
     is effective for fiscal years beginning after December 15, 2001 and the
     interim periods within. The Company does not believe that the adoption of
     SFAS No. 144 will have a material impact on its consolidated results of
     operations.


                                       6


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(2)  NEW ACCOUNTING STANDARDS AND PRONOUNCEMENTS, CONTINUED

     In April 2001, the Emerging Issues Task Force ("EITF") of the FASB reached
     a consensus on Issue No. 00-25, "Vendor Income Statement Characterization
     of Consideration to a Purchaser of the Vendor's Products or Services." This
     issue addresses the income statement classification of various sales
     incentives such as slotting fees, cooperative advertising arrangements and
     buydowns. EITF 00-25 requires that such customer promotional payments that
     are currently classified as selling and distribution expenses be classified
     as a reduction of net sales. Had the Company applied EITF 00-25 to its
     year-to-date fiscal 2001, this would have resulted in a $7.8 million
     reclassification between net sales and selling and distribution expense.
     The adoption of EITF 00-25 will have no impact on operating income, net
     income or earnings per share. The Company will adopt EITF 00-25 for fiscal
     quarters beginning after December 15, 2001.

     In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
     and Servicing of Financial Assets and Extinguishments of Liabilities - a
     Replacement of FASB Statement No. 125." SFAS No. 140 provides accounting
     and reporting standards for transfers and servicing of financial assets and
     extinguishments of liabilities. Those standards are based on consistent
     application of a financial-components approach that focuses on control.
     Under that approach, after a transfer of financial assets, an entity
     recognizes the financial and servicing assets it controls and the
     liabilities it has incurred, de-recognizes financial assets when control
     has been surrendered, and de-recognizes liabilities when extinguished. SFAS
     No. 140 provides consistent standards for distinguishing transfers of
     financial assets that are sales from transfers that are secured borrowings.
     The Company adopted SFAS No. 140 on March 31, 2001. The adoption of this
     standard did not have a material effect on its financial position or
     results of operations.

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
     Instruments and Hedging Activities." SFAS No. 133 requires the recognition
     of all derivatives on the consolidated balance sheet at fair value.
     Derivatives that are not designated as part of a hedging relationship must
     be adjusted to fair value through income. If the derivative is a hedge,
     depending on the nature of the hedge, the effective portion of the hedge's
     change in fair value is either (1) offset against the change in fair value
     of the hedged asset, liability or firm commitment through income or (2)
     held in equity until the hedged item is recognized in income immediately.
     The ineffective portion of a hedge's change in fair value is recognized in
     income. The Company adopted SFAS No. 133, as amended, on January 1, 2001.
     The adoption of SFAS No. 133, on January 1, 2001, resulted in a reduction
     in other comprehensive income of approximately $3.0 million. The Company
     also recorded an additional reduction of $3.3 million and $8.0 million in
     other comprehensive income relating to the change in fair value of the cash
     flow hedge for the quarter and nine months ended September 30, 2001,
     respectively and an unrealized holding gain of $1.0 million and $0.9
     million relating to the change in fair value of the fair value hedge for
     the quarter and nine months ended September 30, 2001, respectively.


                                       7


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)

(3)  Earnings (Loss) per Share

     In accordance with SFAS No. 128, "Earnings per Share," basic earnings per
     common share calculations are determined by dividing earnings available to
     common shareholders by the weighted average number of shares of common
     stock. Diluted earnings per share are determined by dividing earnings
     available to common shareholders by the weighted average number of shares
     of common stock and dilutive common stock equivalents outstanding, related
     to outstanding stock options and nonvested stock grants.

     Following is a reconciliation of the weighted average number of shares
     outstanding with the number of shares used in the computation of diluted
     earnings (loss) per share:

                                     Three Months Ended      Nine Months Ended
                                        September 30,          September 30,
                                   --------------------   ---------------------
                                     2001        2000       2001         2000
                                   --------    --------   --------    ---------

Numerator:
 Net income (loss)                 $ 30,110    $    464   $ 91,673    $ (59,514)
                                   ========    ========   ========    =========

Denominator (in thousands):
 Denominator for basic earnings
  (loss) per share                  124,842     128,733    126,676      128,869
 Effect of dilutive securities:
  Options to purchase common
  stock and restricted stock          1,349         414      1,202            -
                                   --------    --------   --------    ---------
 Denominator for diluted earnings
  (loss) per share                  126,191     129,147    127,878      128,869
                                   ========    ========   ========    =========

Earnings (loss) per share:
 Basic                             $   0.24    $   0.00   $   0.72    $   (0.46)
                                   ========    ========   ========    =========
 Diluted                           $   0.24    $   0.00   $   0.72    $   (0.46)
                                   ========    ========   ========    =========

Anti-dilutive securities not
 included in the diluted
 earnings (loss) per share
 calculation:
  Options to purchase common
   stock (in thousands)               2,053       2,189      2,053        5,260

  Exercise prices:               $    19.25    $  19.62   $  19.25     $  13.75
                                        to          to         to          to
                                 $    29.94    $  29.94   $  29.94     $  29.94


The Company declared cash dividends of $0.06 and $0.18 per share of common stock
for the three and nine months ended September 30, 2001 and 2000.


                                       8


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)

(4)  REORGANIZATION PROGRAMS

     Throughout 2000, the Company continued its reorganization programs, which
     were initiated during the first quarter of 2000. As a result of these
     reorganization programs, during the year ended December 31, 2000, the
     Company recorded the following items in its statements of operations:

     Facilities Reorganization Charges - During the year ended December 31,
     2000, the Company recorded $503.7 million of facilities reorganization
     charges, of which $79.9 million was recorded during the first quarter and
     $423.8 million was recorded during the fourth quarter. These charges are
     primarily the result of the $350.0 million write-down of goodwill,
     attributable to Panamco Venezuela; the write-off of noncash items of
     property, plant and equipment, obsolete bottles and cases and nonrecurring
     charges (related to legal contingencies) amounting to $65.1 million; and
     cash items relating primarily to severance payments, job terminations and
     reorganization of the distribution system of the Venezuelan and Brazilian
     subsidiaries amounting to $88.6 million.

     Severance payments recorded during 2000 relate to the termination of
     approximately 10,000 employees across all levels and operating units of the
     Company. Approximately 7,600 employees had been terminated by the Company
     as of September 30, 2001.

     Nonoperating Charges - During the year ended December 31, 2000, the Company
     recorded $6.0 million of charges, of which $5.4 million were recorded in
     the first quarter and $0.6 million were recorded in the fourth quarter,
     related to the disposal of nonoperating assets, including land of some of
     the operating plants, which are presented as part of other expense, net.

     As a result of the facilities reorganization charges and nonoperating
     charges, the Company recorded a tax benefit of $46.5 million, of which
     $23.4 million was recorded in the first quarter of 2000 and $23.1 million
     was recorded in the fourth quarter of fiscal 2000.

     The following table shows a summary of the net charges and benefits
     recorded in the consolidated statements of operations for the year ended
     December 31, 2000:

                                    YEAR ENDED DECEMBER 31, 2000
                             --------------------------------------------
                                CASH            NONCASH            TOTAL
                             ---------        ---------          --------
Restructuring charges        $  86,677        $  24,814          $111,491
Asset write-offs                 1,894          381,637           383,531
Nonrecurring charges                 -            8,637             8,637
                             ---------        ---------          --------
                                88,571          415,088           503,659
Nonoperating charges                 -            5,977             5,977
                             ---------        ---------          ---------
Gross charges                $  88,571         $421,065           509,636
                             =========        =========
Income tax benefit                                                 46,516
                                                                 --------
Net charges                                                      $463,120
                                                                 ========

                                       9


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(4)  REORGANIZATION PROGRAMS, CONTINUED

     The following tables show the status of the balance of the reorganization
     accrual and asset write-down allowance at September 30, 2001 and December
     31, 2000. Balances of $14.8 million and $47.9 million related to accrued
     facilities reorganization costs are reflected in other accrued liabilities
     and balances of $5.4 million and $7.8 million are reflected in other
     long-term liabilities in the condensed consolidated balance sheets at
     September 30, 2001 and December 31, 2000, respectively:


                                              SEVERANCE,
                                             OTHER CASH
                            BALANCE AT       PAYMENTS AND      BALANCE AT
                           DECEMBER 31,        NONCASH        SEPTEMBER 30,
                               2000          APPLICATIONS         2001
                          --------------    --------------   --------------
Job termination
 and severance
 payments                   $   44,899        $   30,286       $   14,613
Other                           10,732             5,218            5,514
                            ----------        ----------       ----------
Total                       $   55,631        $   35,504       $   20,127
                            ==========        ==========       ==========

<TABLE>
<CAPTION>
                                ====== CHARGES ======    ============ APPLICATIONS ============
                                                                       PROPERTY
                   BALANCE AT                             SEVERANCE        AND                     BALANCE AT
                  DECEMBER 31,                         AND OTHER CASH  EQUIPMENT        ASSET     DECEMBER 31,
                      1999           CASH    NONCASH      PAYMENTS        SOLD       WRITE-OFFS      2000
                  ------------    -------------------  ----------------------------------------   -----------
<S>               <C>             <C>        <C>         <C>           <C>           <C>
Write-off of
 property and
 equipment        $          -    $   2,770  $ 54,451    $       -     $   6,112     $   51,109       $    -
Job termination
 and severance
 payments                    -       78,769         -       33,870             -              -       44,899
Venezuela
 goodwill
 impairment                  -            -   350,000            -             -        350,000            -
Other                        -        7,032    10,637        6,937             -              -       10,732
                  ------------    ---------  --------    ---------     ---------     ----------     --------
Total             $          -    $  88,571  $415,088    $  40,807     $   6,112     $  401,109      $55,631
                  ============    =========  ========    =========     =========     ==========     ========
</TABLE>

                                      10


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(5)  INVENTORIES

     Inventories consist of:
                                         SEPTEMBER 30,        DECEMBER 31,
                                              2001                2000
                                        ---------------     ---------------
        Bottled beverages                 $    30,943         $    31,745
        Raw materials                          35,879              41,675
        Spare parts and supplies               29,428              35,473
                                          -----------         -----------
                                               96,250             108,893
        Less - Allowance for obsolete
          and slow moving items                (4,851)             (3,454)
                                          -----------         -----------
                                          $    91,399         $   105,439
                                          ===========         ===========


(6)  PROPERTY, PLANT, EQUIPMENT, AND BOTTLES AND CASES

     Property, plant, equipment, and bottles and cases consist of:

                                         SEPTEMBER 30,        DECEMBER 31,
                                               2001               2000
                                        ---------------     ---------------
        Property, plant and equipment     $ 1,943,432         $ 1,996,820
        Less - Accumulated depreciation      (918,176)           (871,101)
                                          -----------         -----------
                                            1,025,256           1,125,719
        Bottles and cases, net                213,677             236,527
                                          -----------         -----------
                                          $ 1,238,933         $ 1,362,246
                                          ===========         ===========

                                       11


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(7)  TRANSACTIONS WITH RELATED PARTIES

     For the three and nine months ended September 30, 2001, the Company
     conducted transactions with related parties. A summary of balances as of
     September 30, 2001 and December 31, 2000 and transactions for the three and
     nine months ended September 30, 2001 and 2000 with related parties is as
     follows:

                                                     SEPTEMBER 30,  DECEMBER 31,
                                                         2001           2000
                                                     -------------  ------------
        Accounts receivable:
          Subsidiaries of The Coca-Cola Company        $   8,113     $    7,934
          Subsidiaries of Cervejarias Kaiser, S.A.         1,692          2,532
                                                       ---------     ----------
                                                       $   9,805     $   10,466
                                                       =========     ==========
        Accounts payable:
          Subsidiaries of The Coca-Cola Company        $  19,373     $   17,076
          Productos de Vidrio, S.A.                        1,967              -
          Central Azucarero Portuguesa, C.A.               3,126              -
          Tapon Corona de Colombia, S.A.                   1,396            994
          Comptec, S.A.                                       61            976
          Other                                              194            773
                                                       ---------     ----------
                                                       $  26,117     $   19,819
                                                       =========     ==========


                                THREE MONTHS ENDED      NINE MONTHS ENDED
                                   SEPTEMBER 30,          SEPTEMBER 30,
                               -------------------    ---------------------
                                  2001      2000        2001         2000
                               --------   --------    ---------    --------
Income:
 Marketing expense support
  (recorded net against
  marketing expenses)          $  6,708   $  8,886    $  22,393    $ 29,565
 Other                              929         95        2,241         964
                               --------   --------    ---------    --------
                               $  7,637   $  8,981    $  24,634    $ 30,529
                               ========   ========    =========    ========

                                       12


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(7)  TRANSACTIONS WITH RELATED PARTIES, CONTINUED

                                THREE MONTHS ENDED          NINE MONTHS ENDED
                                   SEPTEMBER 30,               SEPTEMBER 30,
                                ------------------        --------------------
                                  2001      2000             2001       2000
                                --------  --------        ---------  ---------
Expenses:
 Purchase of concentrate        $ 85,115  $ 88,040        $ 261,172  $ 232,161
 Purchase of beer                 12,552    13,679           41,330     42,252
 Purchase of other inventories     6,155     5,694           25,304     19,223
                                --------  --------        ---------  ---------
                                $103,822  $107,413        $ 327,806  $ 293,636
                                ========  ========        =========  =========
Capital expenditure incentives
 received in cash               $    544  $      -        $   1,892  $       -
                                ========  ========        =========  =========



(8)  OTHER TRANSACTIONS

     On February 22, 2001, Panamco de Venezuela, S.A. ("Panamco Venezuela")
     entered into an agreement with Chase Manhattan Bank, as arranger and
     administrative agent, to obtain a one-year loan in the amount of $25.0
     million, guaranteed by the Company. The loan matures on February 21, 2002,
     with quarterly interest payments with an average annual interest rate of
     three-month LIBOR plus 1.75% and principal balance payable upon maturity.

     On March 19, 2001, Panamco Venezuela entered into an agreement with Banco
     Bilbao Vizcaya Argentaria ("BBVA") S.A., as administrative agent, and BBVA
     Securities Inc. and Wachovia Securities, Inc., as arrangers, to obtain a
     loan in the amount of $45.1 million, guaranteed by the Company. The loan
     matures and principal balance is payable on July 16, 2004, with semi-annual
     interest payments with an average annual interest rate ranging from
     six-month LIBOR plus 1.75% for year one and year two to six-month LIBOR
     plus 2.0% after year two until maturity.


                                       13


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(8)  OTHER TRANSACTIONS, CONTINUED

     On April 20, 2001, Spal Industria Brasileira de Bebidas, S.A. (a subsidiary
     of the Company in Brazil, "Spal") entered into a credit agreement with
     BankBoston, N.A. as lender, to obtain two loans of $30.0 million in the
     aggregate, guaranteed by the Company. The first loan amounts to $10.0
     million and matures on April 16, 2002, with semi-annual interest payments
     with an annual interest rate of 6.65% and principal balance payable upon
     maturity. The second loan amounts to $20.0 million, with semi-annual
     interest payments with an annual interest rate of 6.65% and principal
     balance of $5.0 million payable on April 16, 2002 and principal balance of
     $15.0 million payable on April 10, 2003. On the date of the loan, Spal also
     entered into four swap agreements with BankBoston, N.A. to exchange the
     dollar denominated debt totaling $30.0 million. The terms of the swap
     agreements are as follows: R2,109,870 (Brazilian reals) maturing on October
     16, 2001; R32,753,046 maturing on April 15, 2002; R994,334 maturing on
     October 11, 2002; and R29,788,731 maturing on April 9, 2003. All four swap
     agreements have an interest rate of 90% of CDI (the Brazilian borrowing
     rate).

     On May 30, 2001, Panamco Venezuela entered into a credit agreement with
     Comerica Bank as lender, to obtain a two-year loan in the amount of $15.0
     million, guaranteed by the Company. The loan matures on May 30, 2003, with
     semi-annual interest payments with an average annual interest rate of
     six-month LIBOR plus 2.50% and principal balance payable upon maturity. On
     September 4, 2001, Panamco Venezuela entered into an amendment agreement
     (the "First Amendment to Term Credit Agreement") to the $15.0 million
     credit agreement entered with the lender. Pursuant to the First Amendment
     to Term Credit Agreement, the lender reduced the average annual interest
     rate of six-month LIBOR plus 2.50% to six-month LIBOR plus 1.60% with
     interest payable semi-annually.

     On June 1, 2001, Spal entered into a credit agreement with Citibank, N.A.
     as lender, to obtain a two-year loan in the amount of $15.0 million,
     guaranteed by the Company. The loan matures on June 4, 2003, with
     semi-annual interest payments with an average annual interest rate of
     six-month LIBOR plus 1.15% and principal balance payable upon maturity.

     On June 4, 2001, Panamco Venezuela entered into an amendment and waiver
     (the "Amendment and Waiver") to the JPY2,163,000,000 credit agreement
     entered with Inarco International Bank, N.V. (an indirect wholly owned
     subsidiary of Citibank, N.A., "Inarco") dated as of July 18, 2000.
     Pursuant to the Amendment and Waiver, Inarco increased the total amount of
     the loan to JPY5,948,250,000 and reduced the average annual interest rate
     of six-month JPY LIBOR plus 3.24% to six-month JPY LIBOR plus 2.15% with
     interest payable semi-annually. This loan is guaranteed by the Company and
     matures and principal balance is payable on July 28, 2003.


                                       14


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(8)  OTHER TRANSACTIONS, CONTINUED

     On June 5, 2001, Panamco Venezuela entered into a credit agreement with
     Banco Santander Central Hispano, S.A. as lender, to obtain a one-year loan
     in the amount of $10.0 million, guaranteed by the Company. The loan matures
     on June 6, 2002, with quarterly interest payments with an average annual
     interest rate of three-month LIBOR plus 1.30% and principal balance payable
     upon maturity.

     On June 27, 2001, Panamco Venezuela entered into an amendment agreement
     with BankBoston, N.A. in order to extend the maturity of a $15.0 million
     credit agreement until June 27, 2002. The loan is guaranteed by the
     Company, with quarterly interest payments at an average annual interest
     rate of three-month LIBOR plus 2.0% and principal balance payable upon
     maturity.

     On September 5, 2001, Panamco Venezuela entered into a financial lease
     agreement with Citibank, N.A. as lender, to lease approximately 110
     distribution trucks amounting to approximately $5.7 million, guaranteed by
     the Company. The lease agreement has a term of five years, with semi-annual
     interest payments with an average annual interest rate of 8.86%.

     On September 14, 2001, Panamco Nicaragua entered into a credit agreement
     with Citibank, N.A. as lender, to obtain a one-year loan in the amount of
     $6.5 million, guaranteed by the Company. The loan matures on September 13,
     2002, with quarterly interest payments with an average annual interest rate
     of three-month LIBOR plus 1.05% and principal balance payable upon
     maturity.

     On September 24, 2001, the Company entered into a credit agreement with The
     Chase Manhattan Bank as lender, to obtain a loan in the amount of $10.0
     million. The loan matures on December 19, 2001, with monthly interest
     payments with an average annual interest rate of one-month LIBOR plus 0.95%
     and principal balance payable upon maturity.


(9)  SHARE REPURCHASE PROGRAM

     On December 9, 1999, the Board of Directors authorized a $100.0 million
     share repurchase program of the Company's Class A Common Stock (the
     "Share Repurchase Program") in accordance with the anti-market-
     manipulation safe harbor of Rule 10b-18 promulgated under the Securities
     Exchange Act of 1934. The Share Repurchase Program was supplemented with
     $25.0 million increases on each of July 20, 2001 and September 6, 2001.
     In addition to this $150.0 million authority, the Share Repurchase
     Program also provides for repurchases of shares from independent brokers
     by the Company (currently totalling $4.8 million) made in connection with
     employees' stock option exercises. Company shares may be purchased in the
     open market or in privately negotiated transactions, depending on market
     conditions and other factors.


                                       15


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(9)  SHARE REPURCHASE PROGRAM, CONTINUED

     The Company has repurchased 5,795,800 shares amounting to $109.6 million
     (including brokerage commissions) at an average price per share of $18.91
     during the nine months ended September 30, 2001. From the Share Repurchase
     Program's inception on December 9, 1999 to September 30, 2001, the Company
     has repurchased 6,949,800 shares for a total amount of $130.8 million
     (including brokerage commissions) at an average price per share of $18.83.


(10) COMPREHENSIVE INCOME (LOSS)

     Comprehensive income (loss) includes net income (loss), foreign currency
     translation and unrealized gains (losses) on derivative instruments. The
     comprehensive income (loss) for the three and nine months ended September
     30, 2001 and 2000 is as follows:


<TABLE>
<CAPTION>

                                         THREE MONTHS ENDED        NINE MONTHS ENDED
                                           SEPTEMBER 30,              SEPTEMBER 30,
                                        --------------------   -------------------------
                                            2001       2000        2001         2000
                                        ----------- ---------  -----------    ----------
<S>                                     <C>         <C>        <C>            <C>
Net income (loss)                         $ 30,110   $   464     $ 91,673      $ (59,514)
                                          --------   -------    ---------      ---------
Other comprehensive income (loss):
 Foreign currency translation              (45,408)    3,988      (60,380)       (18,903)
 Unrealized holding loss on
  derivative financial instruments          (3,274)        -      (10,968)             -
                                          --------   -------    ---------      ---------
                                         $ (18,572)  $ 4,452     $ 20,325      $ (78,417)
                                         =========   =======    =========      =========

</TABLE>

                                       16


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(11) SEGMENTS AND RELATED INFORMATION

     Relevant information concerning the geographic areas in which the Company
     operates, is as follows:

<TABLE>
<CAPTION>
                                                     NINE MONTHS ENDED SEPTEMBER 30, 2001
                             -------------------------------------------------------------------------------------
<S>                          <C>               <C>         <C>            <C>            <C>           <C>
                               MEXICO AND
                                CENTRAL
                                AMERICA          BRAZIL     COLOMBIA       VENEZUELA     CORPORATE        TOTAL
                             -------------     ---------   -----------    -----------    ---------     -----------
     Net sales               $     960,289     $ 309,254   $   276,811    $   411,751    $       -     $ 1,958,105
                             =============     =========   ===========    ===========    =========     ===========
     Operating income
      (loss)                 $     176,893     $  10,882   $    17,502    $    28,252    $ (12,999)    $   220,530
                             =============     =========   ===========    ===========    =========     ===========
     Interest income         $       7,055     $     801   $     3,393    $       128    $   6,429     $    17,806
                             =============     =========   ===========    ===========    =========     ===========
     Interest expense        $     (14,807)    $     309   $    (9,806)   $   (15,041)   $ (45,950)    $   (85,295)
                             =============     =========   ===========    ===========    =========     ===========
     Depreciation and
      amortization           $      62,460     $  15,638   $    42,379    $    45,572    $  14,999     $   181,048
                             =============     =========   ===========    ===========    =========     ===========
     Capital
      expenditures           $      41,286     $   3,576   $     4,341    $     6,932    $      28     $    56,163
                             =============     =========   ===========    ===========    =========     ===========

                                                              SEPTEMBER 30, 2001
                             -------------------------------------------------------------------------------------
                               MEXICO AND
                                CENTRAL
                                AMERICA          BRAZIL     COLOMBIA       VENEZUELA     CORPORATE        TOTAL
                             -------------     ---------   -----------    -----------    ---------     -----------

     Long-lived assets       $     660,208     $ 167,510   $   328,642    $   348,005    $ 660,993     $ 2,165,358
                             =============     =========   ===========    ===========    =========     ===========
     Total assets            $     789,751     $ 320,549   $   384,005    $   398,446    $ 682,140     $ 2,574,891
                             =============     =========   ===========    ===========    =========     ===========

</TABLE>

                                       17


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)


(11) SEGMENTS AND RELATED INFORMATION, CONTINUED


<TABLE>
<CAPTION>
                                                         NINE MONTHS ENDED SEPTEMBER 30, 2000
                             -------------------------------------------------------------------------------------
                               MEXICO AND
                                CENTRAL
                                AMERICA          BRAZIL     COLOMBIA       VENEZUELA     CORPORATE        TOTAL
                             -------------     ---------   -----------    -----------    ---------     -----------
<S>                          <C>               <C>           <C>            <C>          <C>          <C>

     Net sales               $     891,090     $ 356,273   $   278,850    $   371,384    $   (175)     $ 1,897,422
                             =============     =========   ===========    ===========    =========     ===========
     Operating income
       (loss)                $     130,959     $   5,559   $    (2,559)   $   (27,635)   $ (32,526)    $    73,798
                             =============     =========   ===========    ===========    =========     ===========
     Interest income         $       7,445     $   1,344   $     2,855    $         1    $  12,177     $    23,822
                             =============     =========   ===========    ===========    =========     ===========
     Interest expense        $     (18,072)    $ (11,358)  $    (5,844)   $   (17,936)   $ (53,848)    $  (107,058)
                             =============     =========   ===========    ===========    =========     ===========
     Depreciation and
      amortization           $      53,655     $  22,435   $    45,114    $    56,432    $  21,844     $   199,480
                             =============     =========   ===========    ===========    =========     ===========
     Capital
      expenditures           $      61,958     $   5,141   $     6,201    $    23,197    $       -     $    96,497
                             =============     =========   ===========    ===========    =========     ===========

                                                               DECEMBER 31, 2000
                             -------------------------------------------------------------------------------------

     Long-lived assets       $     617,516     $ 246,149   $   361,364    $   385,220    $ 850,954     $ 2,461,203
                             =============     =========   ===========    ===========    =========     ===========
     Total assets            $     772,698     $ 425,134   $   457,102    $   461,486    $ 909,901     $ 3,026,321
                             =============     =========   ===========    ===========    =========     ===========

</TABLE>

(12) COMMITMENTS AND CONTINGENCIES

     On July, 2001, a labor union and several individuals from the Republic of
     Colombia filed a lawsuit in the U.S. District Court for the Southern
     District of Florida against the Company (and certain of its subsidiaries)
     as well as The Coca-Cola Company (and certain of its subsidiaries) and
     another Coca-Cola bottler in Colombia. In the complaint, the plaintiffs
     have alleged that the Company has engaged in wrongful acts against the
     labor union and its members in Colombia, including kidnapping, torture,
     death threats and intimidation. The complaint alleges claims under the
     Alien Tort Claims Act, the Torture Victim Protection Act, RICO and state
     tort law and seeks injunctive and declaratory relief and damages of more
     than $500.0 million, including treble and punitive damages and the cost of
     the suit, including attorney fees. In October, the Company filed a motion
     to dismiss the complaint for lack of subject matter and personal
     jurisdiction. A ruling on the Company's motion to dismiss the lawsuit is
     expected in the first quarter of 2002. The Company believes this lawsuit is
     without merit and intends to vigorously defend itself against this lawsuit.

                                       18


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Tables stated in thousands of U.S. dollars)
                                   (Unaudited)

(12) COMMITMENTS AND CONTINGENCIES, CONTINUED

     During 1999, a group of independent distributors of Panamco Venezuela
     commenced a proceeding to incorporate a union of distributors. On
     September 20, 2001, the Venezuelan Supreme Court rendered its opinion
     confirming the incorporation of the union, but withheld granting any
     specific labor rights to the members of the union other than the right to
     be unionized. In order to obtain specific labor rights, the union (or its
     members) will have to request to a court of law (with jurisdiction over
     labor law) to determine if the members of such union can be considered
     workers pursuant to Venezuelan labor laws, and thereafter claim against
     Panamco Venezuela the payment of such benefits and rights including
     retroactive payments. To the Company's knowledge, neither the union nor
     any of its individual members have initiated any process with the
     objective of obtaining a court decision on whether the members of the
     union are subject to the rights and benefits of the Venezuelan labor
     laws, although certain members of the union have threatened such action.
     The Company intends to vigorously defend its rights should this action be
     filed.

                                       19


<PAGE>


                  PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                       SUPPLEMENTARY FINANCIAL INFORMATION
                      (Stated in thousands of U.S. dollars)
                                   (Unaudited)


     The statements of operations data for Panamco Mexico and Central America
     (Costa Rica, Nicaragua and Guatemala), Panamco Brasil, Panamco Colombia,
     and Panamco Venezuela, are presented on the following pages. The data
     presented as of and for each period have been derived from the unaudited
     financial statements of Panamco Mexico and Central America (Costa Rica,
     Nicaragua and Guatemala), Panamco Brasil, Panamco Colombia, and Panamco
     Venezuela, as applicable, which financial statements are not included
     herein. Additionally, the data presented does not include the unaudited
     financial data of the Holding company, the corporate offices or some minor
     entities; nor does it reflect the eliminating entries that are used in
     consolidating the unaudited financial statements of the aforementioned
     subsidiaries.

                                       20


<PAGE>


                       PANAMCO MEXICO AND CENTRAL AMERICA
                      (Stated in thousands of U.S. dollars)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED        NINE MONTHS ENDED
                                           SEPTEMBER 30,            SEPTEMBER 30,
                                      ----------------------- -----------------------
                                           2001        2000       2001         2000
                                       ----------  ---------   ---------   ---------
<S>                                    <C>         <C>         <C>         <C>
SELECTED STATEMENTS OF OPERATIONS DATA:
 Net sales                              $ 328,384  $ 311,462   $ 960,289   $ 891,090
 Cost of sales, excluding depreciation
  and amortization                        144,961    136,185     416,085     398,180
                                       ----------  ---------   ---------   ---------
   Gross profit                           183,423    175,277     544,204     492,910
 Operating expenses:
  Selling, general and administrative     103,581     99,429     304,851     288,615
  Depreciation and amortization            18,773     16,826      60,675      51,245
  Amortization of goodwill                    601        808       1,785       2,410
  Facilities reorganization charges             -          -           -      19,681
                                       ----------  ---------   ---------   ---------
                                          122,955    117,063     367,311     361,951
                                       ----------  ---------   ---------   ---------
   Operating income                        60,468     58,214     176,893     130,959
 Interest expense, net                     (2,661)    (2,717)     (7,752)    (10,627)
 Other income (expense), net                  952     (1,768)        532      (1,185)
                                       ----------  ---------   ---------   ---------
   Income before income taxes              58,759     53,729     169,673     119,147
 Provision for income taxes                18,841     17,163      53,512      37,537
                                       ----------  ---------   ---------   ---------
   Income before minority interest         39,918     36,566     116,161      81,610
 Minority interest in Panamco
  Mexico subsidiaries                       1,310      1,189       3,729       2,550
                                       ----------  ---------   ---------   ---------
   Net income attributable to Panamco
    Mexico holding company and
    Central America                        38,608     35,377     112,432      79,060
 Minority interest in Panamco Mexico
  holding company                             620        416       1,765       1,060
                                       ----------  ---------   ---------   ---------
    Net income attributable to Panamco $   37,988  $  34,961   $ 110,667   $  78,000
                                       ==========  =========   =========   =========
    Cash operating profit              $   79,842  $  75,848   $ 239,353   $ 195,621
                                       ==========  =========   =========   =========
UNIT CASE SALES DATA (IN THOUSANDS):
 Soft drinks                               89,641     89,638     261,816     266,508
 Water                                     44,103     44,476     131,447     127,318
 Other products                             1,509        859       3,559       2,390

</TABLE>

                                       21


<PAGE>


                       PANAMCO MEXICO AND CENTRAL AMERICA
                      (Stated in thousands of U.S. dollars)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED        NINE MONTHS ENDED
                                           SEPTEMBER 30,            SEPTEMBER 30,
                                      -----------------------  -----------------------
                                           2001        2000        2001         2000
                                       ----------  ---------    ---------   ---------
<S>                                    <C>         <C>          <C>         <C>
SELECTED STATEMENTS OF OPERATIONS DATA:
 Net sales:
  Mexico                               $ 270,889   $ 255,778    $786,960    $ 725,979
  Central America                         57,495      55,684     173,329      165,111

UNIT CASE SALES DATA (IN THOUSANDS):
  Mexico:
   Soft drinks                            72,277      72,458     209,919      214,705
   Water                                  43,250      43,812     128,962      125,338
   Other products                          1,030         718       2,404        1,974
  Central America:
   Soft drinks                            17,364      17,180      51,897       51,803
   Water                                     853         664       2,485        1,980
   Other products                            479         141       1,155          416

</TABLE>

                                       22


<PAGE>


                                 PANAMCO BRASIL
                      (Stated in thousands of U.S. dollars)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED        NINE MONTHS ENDED
                                           SEPTEMBER 30,            SEPTEMBER 30,
                                      ----------------------- -----------------------
                                           2001        2000       2001         2000
                                       ----------  ---------   ---------   ---------
<S>                                    <C>         <C>         <C>         <C>
SELECTED STATEMENTS OF OPERATIONS DATA:
 Net sales                             $   81,821  $ 111,813   $ 309,254   $ 356,273
 Cost of sales, excluding depreciation
  and amortization                         53,917     67,181     200,266     217,292
                                       ----------  ---------   ---------   ---------
   Gross profit                            27,904     44,632     108,988     138,981
                                       ----------  ---------   ---------   ---------
 Operating expenses:
  Selling, general and administrative      22,735     32,736      82,468      99,869
  Depreciation and amortization             3,860      7,144      13,933      20,874
  Amortization of goodwill                    504        541       1,705       1,561
  Facilities reorganization charges             -          -           -      11,118
                                       ----------  ---------   ---------   ---------
                                           27,099     40,421      98,106     133,422
                                       ----------  ---------   ---------   ---------
   Operating income                           805      4,211      10,882       5,559
 Interest income (expense), net             1,871     (2,794)      1,110     (10,014)
 Other expense, net                        (2,468)    (6,759)     (8,599)    (12,177)
                                       ----------  ---------   ---------   ---------
   Income (loss) before income taxes          208     (5,342)      3,393     (16,632)
 Benefit from income taxes                   (435)    (2,047)     (1,373)     (7,906)
                                       ----------  ---------   ---------   ---------
   Income (loss) before minority
    interest                                  643     (3,295)      4,766      (8,726)
 Minority interest in Panamco
   Brasil holding company                       4        (42)         35        (105)
                                       ----------  ---------   ---------   ---------

   Net income (loss) attributable
    to Panamco                         $      639  $  (3,253)  $  4,731     $ (8,621)
                                       ==========  =========   =========   =========
   Cash operating profit               $    5,169  $  11,896   $ 26,520     $ 32,024
                                       ==========  =========   =========   =========
UNIT CASE SALES DATA (IN THOUSANDS):
 Soft drinks                               50,842     53,909    175,719      169,063
 Water                                      3,832      3,081     12,370        9,921
 Beer                                      15,575     13,758     48,505       43,854
 Other products                               190          -        254            -

</TABLE>

                                       23

<PAGE>


                               PANAMCO COLOMBIA
                     (Stated in thousands of U.S. dollars)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED        NINE MONTHS ENDED
                                           SEPTEMBER 30,            SEPTEMBER 30,
                                      ----------------------- -----------------------
                                          2001        2000       2001         2000
                                       ----------  ---------   ---------   ---------
<S>                                    <C>         <C>         <C>         <C>
SELECTED STATEMENTS OF OPERATIONS DATA:
 Net sales                             $   92,496  $  93,410   $ 276,811   $ 278,850
 Cost of sales, excluding depreciation
  and amortization                         43,771     40,367     129,798     118,637
                                       ----------  ---------   ---------   ---------
   Gross profit                            48,725     53,043     147,013     160,213
 Operating expenses:
  Selling, general and administrative      26,715     31,111      87,132      99,433
  Depreciation and amortization            14,291     15,079      42,171      44,907
  Amortization of goodwill                     69        207         208         207
  Facilities reorganization charges             -          -           -      18,225
                                       ----------  ---------   ---------   ---------
                                           41,075     46,397     129,511     162,772
                                       ----------  ---------   ---------   ---------
   Operating income (loss)                  7,650      6,646      17,502      (2,559)
 Interest expense, net                     (2,218)    (1,096)     (6,413)     (2,989)
 Other income (expense), net                  (94)       193         295      (5,405)
                                       ----------  ---------   ---------   ---------
   Income (loss) before income taxes        5,338      5,743      11,384     (10,953)
 Provision (benefit) for income taxes       1,729      1,555       3,514      (3,653)
                                       ----------  ---------   ---------   ---------
   Income (loss) before minority
     interest                               3,609      4,188       7,870      (7,300)
 Minority interest in Panamco Colombia
  subsidiaries holding company                 29         55          83         113
                                       ----------  ---------   ---------   ---------
   Net income (loss) attributable to
     Panamco Colombia holding
     company                                3,580      4,133       7,787      (7,413)
 Minority interest in Panamco
  Colombia                                     97        113         213        (205)
                                       ----------  ---------   ---------   ---------
   Net income (loss) attributable to
     Panamco                           $    3,483  $   4,020   $   7,574   $  (7,208)
                                       ==========  =========   =========   =========
   Cash operating profit               $   22,010  $  21,932   $  59,881   $   49,473
                                       ==========  =========   =========   ==========

UNIT CASE SALES DATA (IN THOUSANDS):
  Soft drinks                              37,993     38,169     113,398     114,071
  Water                                     7,973      8,810      27,007      25,744
  Other products                              139          -         481           -
</TABLE>


                                      24


<PAGE>


                               PANAMCO VENEZUELA
                     (Stated in thousands of U.S. dollars)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED        NINE MONTHS ENDED
                                           SEPTEMBER 30,            SEPTEMBER 30,
                                      ----------------------- -----------------------
                                          2001        2000       2001         2000
                                       ----------  ---------   ---------   ---------
<S>                                    <C>         <C>         <C>         <C>
SELECTED STATEMENTS OF OPERATIONS DATA:
 Net sales                              $ 135,941  $ 131,568   $ 411,751   $ 371,384
 Cost of sales, excluding depreciation
  and amortization                         68,023     61,369     201,317     170,925
                                       ---------- ----------   ----------  ---------
   Gross profit                            67,918     70,199     210,434     200,459
 Operating expenses:
  Selling, general and administrative      44,380     51,919     136,610     140,808
  Depreciation and amortization            15,152     18,365      45,572      56,432
  Facilities reorganization charges             -          -           -      30,854
                                       ---------- ----------   ---------   ---------
                                           59,532     70,284     182,182     228,094
                                       ---------- ----------   ---------   ---------
   Operating income (loss)                  8,386        (85)     28,252     (27,635)
 Interest expense, net                     (2,409)    (6,966)    (14,913)    (17,935)
 Other income, net                          1,217      3,941       6,539       3,910
                                       ---------- ----------   ---------   ---------
   Income (loss) before income taxes        7,194     (3,110)     19,878     (42,380)
 Provision (benefit) for income taxes          35        294      (8,694)     (3,620)
                                       ---------- ----------   ---------   ---------
   Net income (loss) attributable
     to Panamco                         $   7,159  $  (3,404)  $  28,572   $ (38,760)
                                       ========== ==========   ==========  =========
   Cash operating profit                $  23,538  $  18,280   $  73,824   $  46,374
                                       ========== ==========   ==========  =========
UNIT CASE SALES DATA (IN THOUSANDS):
  Soft drinks                              38,369     39,176     114,856     112,346
  Water                                     6,169      6,046      18,599      16,313
  Beer                                      1,044        530       3,026       1,176
  Other products                            1,350      1,489       4,473       4,605
</TABLE>

                                      25


<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

GENERAL

        The following discussion addresses the financial condition and results
of operations of Panamerican Beverages, Inc. ("Panamco" or "we") and its
consolidated subsidiaries. This discussion should be read in conjunction with
our unaudited condensed consolidated financial statements as of September 30,
2001 and December 31, 2000 and for the three and nine months ended September
30, 2001 and 2000 and the notes thereto included elsewhere herein. Results for
any interim period are not necessarily indicative of results for any full
year.

        We conduct our operations through tiers of subsidiaries in which, in
some cases, minority shareholders hold interests. Since we have varying
percentage ownership interests in our approximately 60 consolidated
subsidiaries, the amount of the minority interest in income or loss before
minority interest during a period depends upon the revenues and expenses of
each of the consolidated subsidiaries and the percentage of each of such
subsidiary's capital stock owned by minority shareholders during such period.

        In 1998, we created the "Panamco Central America" group, which
consists of Panamco Costa Rica, Panamco Nicaragua and Panamco Guatemala. Prior
to the second quarter of 2001, the financial condition and results of
operations of these three companies were previously reported together in the
financial statements entitled Panamco Central America. In February 1999, we
formed the North Latin American Division ("NOLAD"), which consists of Panamco
Mexico and Panamco Central America. Since the second quarter of 2001, the
results of operations of Panamco Mexico and Panamco Central America are
reported together in the financial statements entitled Panamco Mexico and
Central America.

        Unit case means 192 ounces of finished beverage product (24
eight-ounce servings). Average sales prices per unit case means net sales in
U.S. dollars for the period divided by the number of unit cases sold during
the same period. Cash operating profit means operating income plus
depreciation, amortization of goodwill and noncash facilities reorganization
charges.

        Forward-looking statements, contained in this document include the
amount of future capital expenditures and the possible uses of proceeds from
any future borrowings. The words believes, intends, expects, anticipates,
projects, estimates, predicts, and similar expressions are also intended to
identify forward-looking statements. Such statements, estimates, and
projections reflect various assumptions by our management, concerning
anticipated results and are subject to significant business, economic and
competitive uncertainties and contingencies, many of which are beyond our
control. Factors that could cause results to differ include, but are not
limited to, changes in the soft drink business environment, including actions
of competitors and changes in consumer preference, changes in governmental
laws and regulations, including income taxes, market demand for new and
existing products, raw material prices and devaluation of local currencies
against the U.S. dollar. Accordingly, we cannot assure you that such
statements, estimates and projections will be realized. The forecasts and
actual results will likely vary and those variations may be material. We make
no representation or warranty as to the accuracy or completeness of such
statements, estimates or projections contained in this document or that any
forecast contained herein will be achieved. Additional information

                                      26


<PAGE>


concerning such factors is contained in our Registration Statement on Form S-8
as filed with the Securities Exchange Commission ("SEC") as well as other
documents filed with the SEC, all of which are available from the SEC.


THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2000

        Net sales for the third quarter ended September 30, 2001 decreased
1.5% to $638.6 million from $648.2 million in the 2000 third quarter, mainly
due to a reduction of 0.4% in consolidated unit case sales volume and a 41%
currency devaluation in Brazil. Excluding Brazil, consolidated net sales
increased 3.8%. Total unit case sales decreased to 298.7 million cases from
299.9 million unit cases in the 2000 period. The 0.4% total unit case sale
decrease was attributable to total volume decrease of 1.9%, 0.7%, and 0.4% in
Colombia, Venezuela and Brazil, respectively, offset by the NOLAD region,
where total volume increased 0.2%. Consolidated soft drink and water volumes
decreased 1.8% and 0.5%, respectively, whereas consolidated beer volumes
increased 16.3%. During the third quarter, Panamco continued to introduce new
products, successfully launching Powerade in Mexico, Nicaragua and Colombia as
well as Club Kna, a proprietary flavored-water in Colombia and Quatro, a
juice-based beverage in Mexico. Year-to-date, Panamco has introduced twelve
new products, including three in each of Mexico, Central America and Colombia,
two in Venezuela and one in Brazil.

        Cost of sales as a percentage of net sales increased to 48.5% during
the third quarter of 2001 from 47.0% in the 2000 period. This increase
resulted from changes in product mix as well as higher costs of raw materials
and currency movements, offset by the benefits created by our cost
restructuring programs. On September 3, 2001, the Mexican Government assumed
the operations of 27 failing sugar mills in the country. The Government said
it will establish a state company to run the mills, which make up about half
of the 59 mills existing in the country. The partial nationalization of this
industry is expected to have implications on the price of sugar for Panamco in
Mexico and prices are expected to increase 15.1% by year-end 2001.

        Gross profit as a percentage of net sales decreased to 51.5% during
the third quarter of 2001 from 53.0% in the third quarter of 2000, primarily
the result of higher raw material prices and currency devaluation particularly
in Brazil, where the Brazilian real devalued 41%. This devaluation of the
Brazilian real is expected to continue to adversely affect the results of
operations of our Brazilian subsidiary for the near term and generally until
such time as local currency price increases are sufficient to cover the impact
of the devaluation.

        Operating expenses as a percentage of net sales decreased to 39.6%
during the third quarter of 2001 from 44.4% in the 2000 period, mainly as a
result of the benefits of the reorganization program.

        Operating income increased 38.4% to $76.3 million during the third
quarter of 2001 from $55.2 million in the 2000 period, primarily as a result
of a $27.5 million or 12.4% reduction in selling, general and administrative
expenses which were positively impacted by the benefits created by our cost
restructuring programs. Cash operating profit increased 10.9% to $134.6
million in 2001 from $121.4 million in the third quarter of 2000.

        Net interest expense decreased to $20.2 million during the third
quarter of 2001 from $28.1 million in the 2000 period, primarily as a result
of gross debt reduction of $164.2 million during the quarter and $283.6
million from the 2000 third quarter.

                                      27


<PAGE>


        Other expense, net decreased to $3.5 million during the third quarter
of 2001 from $5.7 million in the 2000 period, primarily caused by an increase
in equity earnings of affiliates, the result of a change in the method of
accounting for certain investments, a gain on sale of fixed assets, mainly
land sale in Venezuela, and a decrease in miscellaneous costs, offset by an
increase in contingency provisions.

        The consolidated effective income tax rate decreased to 39.4% during
the third quarter of 2001 from 92.2% in the 2000 period. The effective income
tax rate of 92.2% in the 2000 period is considered unusual and resulted from
the relatively low income during this period and non-deductibility of
significant expenses such as amortization of goodwill.

        As a result of the foregoing, we recorded net income of $30.1 million
during the third quarter of 2001, or $0.24 per share (basic and diluted),
compared to net income of $0.5 million, or $0.00 per share (basic and
diluted), during the 2000 period.


NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2000

        Net sales for the nine months ended September 30, 2001 increased 3.2%
to $1.96 billion from $1.90 billion during the same period in 2000, mainly due
to an increase of 2.5% in consolidated unit case sales volume. Total unit case
sales increased to 915.5 million cases from 893.3 million unit cases in the
2000 period. The 2.5% total unit case sale increase was attributable to total
volume increase of 6.3% and 4.8% and soft drink volume increase of 3.9% and 2.2%
in Brazil and Venezuela, respectively. Colombia reported total volume increase
of 0.8% while soft drink volume declined 0.6%. The NOLAD region had total
volume growth of 0.2% while soft drink volume declined 1.8%. Consolidated
water and beer volumes grew by 5.6% and 14.4%, respectively. During the third
quarter, Panamco continued to introduce new products, successfully launching
Powerade in Mexico, Nicaragua and Colombia as well as Club Kna, a proprietary
flavored-water in Colombia and Quatro, a juice-based beverage in Mexico.
Year-to-date, Panamco has introduced twelve new products, including three in
each of Mexico, Central America and Colombia, two in Venezuela and one in
Brazil.

        Cost of sales as a percentage of net sales increased to 48.2% during
nine months ended September 30, 2001 from 47.6% in the 2000 period. This
increase resulted from changes in product mix as well as higher costs of raw
materials and currency movements, offset by the benefits created by our cost
restructuring programs. On September 3, 2001, the Mexican Government assumed
the operations of 27 failing sugar mills in the country. The Government said
it will establish a state company to run the mills, which make up about half
of the 59 mills existing in the country. The partial nationalization of this
industry is expected to have implications on the price of sugar for Panamco in
Mexico and prices are expected to increase 15.1% by year-end 2001.

        Gross profit as a percentage of net sales decreased to 51.8% during
the nine months ended September 30, 2001 from 52.4% in the 2000 period,
primarily the result of higher raw material prices and currency devaluation in
Brazil. This devaluation of the Brazilian real is expected to continue to
adversely affect the results of operations of our Brazilian subsidiary for the
near term and generally until such time as local currency price increases are
sufficient to cover the impact of the devaluation.

                                      28


<PAGE>


        The following discussion of the consolidated results of operations
excludes the recording of facilities reorganization charges, asset write-offs,
and nonoperating charges totalling $60.3 million, net of the related tax
benefit of $24.6 million, during the nine months ended September 30, 2000.

        Operating expenses as a percentage of net sales decreased to 40.5%
during the nine months ended September 30, 2001 from 44.3% in the 2000 period,
mainly the result of the benefits obtained from our cost restructuring
programs.

        Operating income increased 43.5% to $220.5 million during the nine
months ended September 30, 2001 from $153.7 million in the 2000 period,
primarily the result of increased sales and volume as well as the benefits of
the reorganization program. Cash operating profit increased 13.7% to $401.6
million in 2001 from $353.2 million in the 2000 period.

        Net interest expense decreased to $67.5 million during the nine months
ended September 30, 2001 from $83.2 million in the 2000 period, primarily the
result of gross debt reduction of $264.1 million during the nine months of
2001 and $283.6 million from the 2000 period.

        Other expense, net decreased to $7.5 million during the nine months
ended September 30, 2001 from $13.1 million in the 2000 period, primarily
caused by an increase in equity earnings of affiliates, the result of a change
in the method of accounting for certain investments, a gain on sale of fixed
assets, mainly land sale in Venezuela, and a decrease in contingency
provisions, offset by an increase in foreign exchange losses mainly in Brazil.

        The consolidated effective income tax rate decreased to 33.8% during
the nine months ended September 30, 2001 from 93.8% in the 2000 period. The
effective income tax rate of 93.8% in the 2000 period is considered unusual
and resulted from the relatively low operating income during this period and
non-deductibility of significant expenses such as amortization of goodwill.

        As a result of the foregoing, we recorded net income of $91.7 million
during the nine months ended September 30, 2001, or $0.72 per share (basic and
diluted), compared to net income of $0.7 million, or $0.01 per share (basic
and diluted), during the 2000 period.


FACILITIES REORGANIZATION CHARGES

        During the first quarter of 2000, we began a company-wide
reorganization program designed to improve productivity and strengthen our
competitive position in the beverage industry. The program includes
productivity initiatives to streamline Panamco's manufacturing infrastructure,
consolidation of distribution centers and warehouses, and the termination of
approximately 10,000 jobs across all levels of Panamco.

        During the fourth quarter of 2000, we performed an analysis of our
growth opportunities, cost structure and asset valuation. This resulted in
several new steps to further position Panamco for improved financial
performance and future growth. These steps include additional restructuring of
the distribution system in Brazil and Venezuela, plant closings and related
disposal of property, plant and equipment, write-down of goodwill in the
Venezuelan operating unit, write-off of obsolete property, plant and
equipment, bottles and cases, and asset write-downs related to coolers.

                                      29


<PAGE>


        During the year ended December 31, 2000, we recorded charges of $540.7
million, which was comprised of $503.6 million of facilities reorganization
charges, $31.1 million of asset write-downs presented as part of depreciation
and amortization expenses, and $6.0 million of charges related to the disposal
of nonoperating assets presented in other income (expense). The following is a
detail of the aforementioned items:


I.      Facilities reorganization charges of $503.6 million consist of:

        (1) Restructuring charges totalling $111.5 million consist of:

         o  Cash restructuring charges totalling approximately $86.7 million,
            which include $77.3 million related to job terminations and $9.4
            million related to the restructuring of our distribution system in
            Brazil and Venezuela; and

         o  Noncash restructuring charges totalling approximately $24.8
            million, which result from plant closings and the related disposal
            of property, plant and equipment.

        (2) Asset write-offs totalling $383.5 million consist of:

         o  $350 million write-down of goodwill reflecting the recognition of
            impairment of the cost in excess of net assets acquired in the
            Venezuelan operating unit;

         o  $23.8 million of obsolete property, plant and equipment in all
            operating units;

         o  $7.8 million of obsolete bottles and cases, mainly in the
            Venezuelan unit's water jug business; and

         o  $1.9 million of cash charges related to the disposal of property,
            plant and equipment.

        (3) Nonrecurring charges totalling $8.6 million related to legal
            contingencies mostly pertaining to tax matters.

II.     Asset write-downs totalling $31.1 million presented as part of
        depreciation and amortization expenses consist of:

         o  $11.0 million from an increase in provision related to changing
            the useful lives of coolers; and

         o  $20.1 million resulting from the write-down of bottles and cases
            due to loss in market value.

III.    Nonoperating asset charges totalling $6.0 million related to the
        disposal of nonoperating assets, including the sale of affiliated
        companies and land in some of the operating units.


        As a result of the above, our income for the year 2000 was impacted by
facilities reorganization charges, asset write-downs and nonoperating charges
totalling $494.2 million, net of the related tax benefit of approximately
$46.5 million.

        The following table shows a summary of the net charges and benefits
recorded in the consolidated statements of operations for the year ended
December 31, 2000:


                                      30


<PAGE>


<TABLE>
<CAPTION>
                                              YEAR ENDED DECEMBER 31, 2000
                                         --------------------------------------
(STATED IN THOUSANDS OF U.S. DOLLARS)                    FOURTH        FIRST
                                            TOTAL        QUARTER      QUARTER
                                         --------------------------------------
<S>                                         <C>           <C>           <C>
Depreciation and amortization,
    excluding goodwill:
    Asset write-downs                    $   31,079    $   31,079   $        -
                                         ----------    -----------  ----------
    Facilities reorganization charges:
    Cash                                     88,572        48,226       40,346
    Noncash                                 415,087       375,555       39,532
                                         ----------    -----------  ----------
                                            503,659       423,781       79,878
    Other income (expense), net:
    Nonoperating charges                      5,976           590        5,386
                                         ----------    -----------  ----------
    Gross charges                           540,714       455,450       85,264
    Tax benefit                             (46,516)      (23,111)     (23,405)
                                         ----------    -----------  ----------
    Net charges                          $  494,198    $  432,339   $   61,859
                                         ==========    ===========  ==========
</TABLE>



        As of September 30, 2001, we had completed approximately 76% of the
total planned workforce reduction. There has been no material change to the
expected effects on future earnings and cash flows resulting from the
facilities reorganization program, which were previously disclosed in our
Annual Report on Form 10-K for the year ended December 31, 2000.


LIQUIDITY AND CAPITAL RESOURCES

        For the nine months ended September 30, 2001 and 2000, consolidated
cash flow provided by operations was $240.9 million and $207.9 million,
respectively. Cash generated from operations was primarily used to pay down
$145.0 million of our syndicated loan, to prepay $100.0 million of the
remaining outstanding debt with The Coca-Cola Company, to pay down nearly
$30.0 million of debt in our Venezuelan operations, and to repurchase $109.3
million of our shares. Cash provided by investing activities included the
release of investments in bank deposits for $125.0 million, which guaranteed
bank loans obtained by subsidiaries and were therefore previously classified
as noncurrent investments, as well as $25.7 million gains on sale of property,
plant and equipment. At September 30, 2001, we had consolidated cash and cash
equivalents of $104.5 million, a decrease of 45.5% compared to $191.8 million
as of December 31, 2000. At September 30, 2001, we had negative working
capital of $94.3 million, a 45.3% improvement compared to a negative working
capital of $172.3 million as of December 31, 2000. A working capital deficit
is not unusual for us and does not indicate a lack of liquidity. We continue
to maintain adequate current assets to satisfy current liabilities when they
are due and have sufficient liquidity and financial resources to manage our
day-to-day cash needs.

        Total consolidated indebtedness was $989.7 million as of September 30,
2001, consisting of $590.0 million at the holding company level and $399.7
million of subsidiary indebtedness. As of September 30, 2001, 79.3% of the
total debt is dollar denominated and 89.6% is long-term. The $164.2 million
reduction in gross debt from $1.15 billion at the end of the second quarter to
$989.7 million at the end of the third quarter is mainly the result of a
combination of a $145.0 million pay down of our syndicated loan, as well as
nearly a $30.0 million reduction in the debt held by our Venezuelan

                                      31


<PAGE>


subsidiary. Approximately $100.0 million of debt in our Mexican operations
carry a Standard & Poor's rating of MX-AA and approximately $62.0 million of
debt in our Colombian operations carry a Duff & Phelps rating of AAA.

        On December 31, 2000, we had a loan with The Coca-Cola Financial
Corporation (U.S.), amounting to $100.0 million with an average annual
interest rate of three-month LIBOR plus 3.25%. On February 28, 2001, we
prepaid the remaining outstanding debt with The Coca-Cola Financial
Corporation (U.S.) in the amount of $100.0 million. There was no prepayment
penalty.

        On December 9, 1999, the Board of Directors authorized a $100.0
million share repurchase program of the Company's Class A Common Stock (the
"Share Repurchase Program") in accordance with the anti-market-manipulation
safe harbor of Rule 10b-18 promulgated under the Securities Exchange Act of
1934. The Share Repurchase Program was supplemented with $25.0 million
increases on each of July 20, 2001 and September 6, 2001. In addition to this
$150.0 million authority, the Share Repurchase Program also provides for
repurchases of shares from independent brokers by Panamco (currently totalling
$4.8 million) made in connection with employees' stock option exercises.
Panamco shares may be purchased in the open market or in privately negotiated
transactions, depending on market conditions and other factors. We have
repurchased 5,795,800 shares amounting to $109.6 (including brokerage
commissions) million at an average price per share of $18.91 during the nine
months ended September 30, 2001. From the Share Repurchase Program's inception
on December 9, 1999 to September 30, 2001, we have repurchased 6,949,800
shares for a total amount of $130.8 million (including brokerage commissions)
at an average price per share of $18.83.

        Total capital expenditures for the nine months ended September 30,
2001 were $56.2 million, showing a spending reduction of 41.8%, compared to
$96.5 million for the nine months ended September 30, 2000. For the year 2001,
we expect our capital expenditures to be approximately $86.0 million.

        On February 21, 2001, Panamco Colombia issued unsecured, publicly
traded bonds valued at Col$35,000,000,000 Colombian pesos (approximately $15.5
million in U.S. dollars) with a coupon rate of DTF (the Colombian borrowing
rate) plus 2.75% (15.5% at February 21, 2000) and a maturity date of August 9,
2005. The proceeds from the debt issue were used to pay U.S. dollar
denominated debt.

        On November 22, 2000, we entered into a swap agreement where we
receive LIBOR at specified measurement dates and pay interest at a fixed rate
of 6.44% on a notional amount of $250.0 million. The swap agreement, which is
classified as a cash flow hedge and was initiated in order to reduce exposure
to adverse fluctuation in interest rates, expires on November 22, 2002.

        On April 20, 2001, our Brazilian subsidiary entered into four swap
agreements to exchange dollar denominated debt amounting to $30.0 million in
the aggregate. The terms of the swap agreements are as follows: R2,109,870
(Brazilian reals) maturing on October 16, 2001; R32,753,046 maturing on April
15, 2002; R994,334 maturing on October 11, 2002; and R29,788,731 maturing on
April 9, 2003. All four swap agreements have an interest rate of 90% of CDI
(the Brazilian borrowing rate). The swap agreements, which are classified as
fair value hedges, were initiated in order to reduce exposure to adverse
currency exchange fluctuations.


                                      32


<PAGE>


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        There has been no significant change in our exposure to market risk
during the nine months ended September 30, 2001. For a discussion of our
exposure to market risk, refer to Item 7A, Quantitative and Qualitative
Disclosures about Market Risk, contained in our Annual Report on Form 10-K for
the year ended December 31, 2000.



                           PART II OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

        In July 2001, a labor union and several individuals from the Republic
of Colombia filed a lawsuit in the U.S. District Court for the Southern
District of Florida against us (and certain of our subsidiaries) as well as
The Coca-Cola Company (and certain of its subsidiaries) and another Coca-Cola
bottler in Colombia. In the complaint, the plaintiffs have alleged that we
have engaged in wrongful acts against the labor union and its members in
Colombia, including kidnapping, torture, death threats and intimidation. The
complaint alleges claims under the Alien Tort Claims Act, the Torture Victim
Protection Act, RICO and state tort law and seeks injunctive and declaratory
relief and damages of more than $500 million, including treble and punitive
damages and the cost of the suit, including attorney fees. In October, we
filed a motion to dismiss the complaint for lack of subject matter and
personal jurisdiction. A ruling on our motion to dismiss the lawsuit is
expected in the first quarter of 2002. We believe this lawsuit is without
merit and intend to vigorously defend ourselves in this matter.

        During 1999, a group of independent distributors of Panamco Venezuela
commenced a proceeding to incorporate a union of distributors. On September
20, 2001, the Venezuelan Supreme Court rendered its opinion confirming the
incorporation of the union, but withheld granting any specific labor rights to
the members of the union other than the right to be unionized. In order to
obtain specific labor rights, the union (or its members) will have to request
to a court of law (with jurisdiction over labor law) to determine if the
members of such union can be considered workers pursuant to Venezuelan labor
laws, and thereafter claim against Panamco Venezuela the payment of such
benefits and rights including retroactive payments. To our knowledge, neither
the union nor any of its individual members have initiated any process with
the objective of obtaining a court decision on whether the members of the
union are subject to the rights and benefits of the Venezuelan labor laws,
although certain members of the union have threatened such action. We intend
to vigorously defend our rights should this action be filed.


ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

        None.


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<PAGE>


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

        None.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.


ITEM 5.   OTHER INFORMATION

        None.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)     List of Exhibits:
        ----------------

        10.1 - First Amendment to the Term Credit Agreement dated as of
                September 4, 2001, by and among Panamco de Venezuela, S.A., as
                borrower, Comerica Bank, as lender, and the Company, as
                guarantor.

        10.2 - Financial Lease Agreement dated as of September 5, 2001, by
                and among Panamco de Venezuela, S.A., as borrower, Citibank,
                N.A., as lender, and the Company, as guarantor.

        10.3 - Promissory Note dated as of September 14, 2001, by and among
                Panamco de Nicaragua, S.A., as borrower, Citibank, N.A., as
                lender, and the Company, as guarantor.

        10.4 - Credit Agreement dated as of September 24, 2001, between the
                Company, as borrower, and The Chase Manhattan Bank, as lender.

(b)     Reports on Forms 8-K - We did not file any reports on Form 8-K
        during the three months ended September 30, 2000.

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<PAGE>


                                  SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


November 14, 2001                    PANAMERICAN BEVERAGES, INC.
                                     (REGISTRANT)

                                     By: /s/ Paulo J. Sacchi
                                         --------------------------
                                         Paulo J. Sacchi
                                         Senior Vice President
                                         Chief Financial Officer and Treasurer
                                         (On behalf of the Registrant and as
                                         Chief Accounting Officer)