SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   FORM 10-K

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 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 Identification No.)
incorporation or organization)

                 C/O PANAMCO, L.L.C.
             701 WATERFORD WAY, SUITE 800
                  MIAMI, FLORIDA                        33126
       (Address of principal executive offices)       (Zip code)

                                (305) 929-0800
             (Registrant's Telephone Number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                     NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS:                        ON WHICH REGISTERED:
          -------------------                        ---------------------
Class A Common Stock, $0.01 par value per share     New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:   NONE

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
                                                  ---  ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definite proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [ ].

The aggregate market value of the voting and non-voting stock common stock
held by non-affiliates of the registrant was $991,889,340 (computed by
reference to the closing price as of March 15, 2002).

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 March 15, 2002 were:

     Class A Common Stock:                  112,901,012
     Class B Common Stock:                    8,672,863
     Class C Preferred Stock:                         2


<PAGE>


                               TABLE OF CONTENTS





                                    PART I

Item 1.   Business
                  Overview..................................................  1
                  Corporate Structure.......................................  1
                  Our Franchise Territories.................................  3
                  Beverages and Packaging...................................  4
                  Sales, Distribution and Marketing.........................  6
                  Raw Materials and Supplies................................  7
                  Production................................................  8
                  Competition...............................................  9
                  Employees................................................. 10
                  Franchise Arrangements.................................... 10
                  Government Regulation..................................... 10
                  Political, Economic and Social Conditions
                   in Latin America......................................... 11
                  Currency Devaluations and Fluctuations.................... 13
Item 2.   Properties........................................................ 13
Item 3.   Legal Proceedings................................................. 14
Item 4.   Submission of Matters to a Vote of Security Holders............... 15

                                    PART II

Item 5.   Market for Registrant's Common Equity and Related
          Stockholder Matters............................................... 16
Item 6.   Selected Financial Data........................................... 21
Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations............................... 23
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk........ 37
Item 8.   Financial Statements and Supplementary Data....................... 39
Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure............................ 39

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant................ 39
Item 11.  Executive Compensation............................................ 43
Item 12.  Security Ownership of Certain Beneficial Owners and Management.... 48
Item 13.  Certain Relationships and Related Transactions.................... 50

                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.. 52

          SIGNATURES........................................................ 56


<PAGE>


PART I

ITEM 1.       BUSINESS

OVERVIEW

     Panamerican Beverages, Inc. ("Panamco" or the "Company") is the largest
soft drink bottler in Latin America and the third largest bottler of the soft
drink products of The Coca-Cola Company ("The Coca-Cola Company" or
"Coca-Cola"). In 2001, our sales accounted for approximately 5% of the
worldwide unit case volume reported by Coca-Cola, or the equivalent of one
bottle in every case. Our 2001 sales represented approximately 21% of the
Latin American unit case volume reported by Coca-Cola. Sales of products of
Coca-Cola accounted for approximately 87% of our net sales in 2001.

     We have a 60-year bottling relationship with Coca-Cola. In 1995,
Coca-Cola designated Panamco an "anchor bottler", making us one of their
strategic partners in Coca-Cola's worldwide bottling system. Coca-Cola has
been a stockholder of our Company since 1993 and today beneficially owns
approximately 25% of our common stock. Coca-Cola has two representatives on
our Board of Directors.

     We operate in diverse markets in Latin America. We operate in Mexico (a
substantial part of central Mexico, excluding Mexico City), Brazil (greater
Sao Paulo, Campinas, Santos and part of Mato Grosso do Sul in Brazil),
Colombia (most of the country), Venezuela (all of the country), Costa Rica
(all of the country), Nicaragua (all of the country), and Guatemala (Guatemala
City and surrounding areas).

     The territories in which the Company operates have an aggregate
population of approximately 124 million people, or about 24% of the total
population of Latin America. Within these territories, we have the exclusive
right to produce and distribute substantially all of Coca-Cola's soft drink
products. We also produce and distribute a variety of flavored soft drinks and
bottled water products under licensed and proprietary trademarks in certain of
our territories. We distribute Kaiser and Heineken beers in our franchise
territories in Brazil. We also distribute Regional beer in the northeast of
Venezuela.

     Our business began in 1941, when Albert H. Staton, Sr. and a group of
investors acquired a core of the franchised bottling operations of Coca-Cola
in Mexico. We were incorporated in Panama in 1945 as successor to a Mexican
company through which the business was initially conducted. By expanding into
other Latin American markets, we have been able to diversify, in part, our
business risk. In 1944 and 1945, we expanded our operations to Colombia and
Brazil, respectively. In 1950, we acquired Coca-Cola's bottling franchise for
the Sao Paulo territory. Since then, our operating units have acquired
additional bottling franchises within their respective countries. We entered
the Costa Rican market in 1995, both the Venezuelan market and the Nicaraguan
market in 1997 and the Guatemalan market in 1998.


CORPORATE STRUCTURE

HOLDING COMPANY STRUCTURE

     We are a holding company and conduct our operations through tiers of
subsidiaries. The following chart summarizes our corporate structure and
ownership interest in our country level holding companies and describes their
interests in their bottling subsidiaries as of December 31, 2001:

                                      1


<PAGE>

<TABLE>
<CAPTION>

 <S>                  <C>               <C>               <C>                 <C>             <C>                 <C>


                                                             PANAMCO
                                                                |
         -------------------------------------------------------|-------------------------------------------------------
         |                  |                 |                 |                  |                 |                 |
         |                  |                 |                 |                  |                 |                 |
        98%               50.1%*           72.6%**             100%               98%               97%              100%
      Panamco            Panamco           Panamco           Panamco            Panamco           Panamco           Panamco
      Mexico            Costa Rica        Nicaragua         Guatemala           Brazil           Colombia          Venezuela
         |                  |                 |                 |                  |                 |                 |
         |                  |                 |                 |                  |                 |                 |
         |                  |                 |                 |                  |              Panamco              |
  Panamco Mexico      Panamco Costa        Panamco           Panamco            Panamco        Colombia owns        Panamco
   owns between         Rica owns         Nicaragua         Guatemala         Brazil owns     65% of one and       Venezuela
 85% and 99% of        100% of its      owns 100% of      owns 100% of        100% of its       100% of four      owns 100% of
   its bottling          bottling       its bottling      its bottling          bottling      of its bottling     its bottling
   subsidiaries.        subsidiary       subsidiary.       subsidiary.        subsidiary.       subsidiaries       subsidiary.

-------------------
 *  Panamco Mexico owns 49.9% of Panamco Costa Rica.
**  Panamco Costa Rica owns 27.4% of Panamco Nicaragua.

</TABLE>


     As a holding company, our ability to pay operating expenses, any debt
service obligations and dividends primarily depends upon receipt of sufficient
funds from our majority-owned subsidiaries, which are in turn dependent upon
receipt of funds from their majority-owned subsidiaries. See "Item 5. --
Market for Registrant's Common Equity and Related Stockholder Matters --
Exchange Controls and Other Limitations Affecting Security Holders" for a
discussion of limitations imposed by exchange control laws on the payment of
dividends. Dividends paid to us and other foreign shareholders by the
subsidiaries are subject to investment registration requirements and
withholding taxes. See "Item 7. -- Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources." The payment of dividends by our subsidiaries is also subject, in
certain instances, to statutory restrictions or restrictive covenants in debt
instruments and is contingent upon the earnings and cash flow of, and
permitted borrowings by, such subsidiaries. These minority shareholders in
less than wholly owned subsidiaries receive a pro-rata portion of all
dividends paid by those subsidiaries.


SUBSIDIARY OPERATIONS

     NORTH LATIN AMERICAN DIVISION

     Our North Latin American Division ("NOLAD") is comprised of our
operations in Mexico, Costa Rica, Nicaragua and Guatemala.

     Mexico. We own approximately 98% of the capital stock of Panamco Mexico,
S.A. de C.V. ("Panamco Mexico"), a Mexican corporation that in turn owns
interests ranging from 86% to 99% in five bottling subsidiaries that own and
operate nine bottling plants (including three water bottling plants) in
Mexico. Panamco Mexico also owns majority and minority interests in companies
that produce materials and equipment used in the production and distribution
of soft drinks. Panamco Mexico and its consolidated subsidiaries are
collectively referred to herein as "Panamco Mexico."

     Costa Rica. We own all the capital stock (50.1% directly and 49.9%
indirectly through Panamco Mexico) of Panamco Costa Rica. Panamco Costa Rica
produces, distributes and sells Coca-Cola's products and other soft drink

                                      2


<PAGE>


products throughout Costa Rica. Panamco Costa Rica owns and operates one
bottling plant. Panamco Costa Rica also owns a plastics business. We acquired
these operations in 1995 and 1996.

     Nicaragua. We own all the capital stock (72.6% directly and 27.4%
indirectly through Panamco Costa Rica) of Panamco de Nicaragua, S.A. ("Panamco
Nicaragua"). Panamco Nicaragua produces, distributes and sells Coca-Cola's
products, and other soft drink products, throughout Nicaragua. We acquired
Panamco Nicaragua in 1997.

     Guatemala. In March 1998, we acquired all the capital of Embotelladora
Central, S.A. ("Panamco Guatemala"). Panamco Guatemala produces, distributes
and sells Coca-Cola's products, and other soft drink products in Guatemala
City and surrounding areas.

     Panamco Costa Rica, Panamco Nicaragua and Panamco Guatemala are
collectively referred to as "Panamco Central America."

     BRAZIL

     We indirectly own approximately 98% of the capital stock of Refrescos do
Brazil S.A. ("Panamco Brazil"), a Brazilian holding company that through
subsidiaries owns a bottling subsidiary that, in turn, owns and operates four
bottling plants (including one water bottling plant) in Brazil, including our
state-of-the-art facility in Jundiai. Prior to March 2002, Panamco Brazil held
a 12.1% interest in Cervejarias Kaiser S.A. In March 2002, this interest was
acquired by Molson, Inc. as part of its acquisition of Kaiser. See "Item 7. --
Management's Discussion and Analysis of Financial Condition and Results of
Operations." Panamco Brazil also owns facilities that produce equipment used
in the distribution of soft drinks. In September 1998, we acquired all the
capital stock of the Brazilian bottler, Refrigerantes do Oeste S.A.
("R.O.S.A."). R.O.S.A. produces, distributes and sells Coca-Cola's products in
the western central part of Brazil in the state of Matto Grosso do Sul.
Panamco Brazil and its consolidated subsidiaries are collectively referred to
herein as "Panamco Brazil."

     COLOMBIA

     We own approximately 97% of the capital stock of Panamco Colombia, S.A.
("Panamco Colombia"), a Colombian corporation that owns interests ranging from
65% to 100% in subsidiaries that own and operate 18 bottling plants (including
one water bottling plant) and own majority and minority interests in
corporations that produce materials and equipment used in the production and
distribution of soft drinks such as Friomix del Cauca, a cold drink equipment
manufacturing company. Panamco Colombia and its consolidated subsidiaries are
collectively referred to herein as "Panamco Colombia."

     VENEZUELA

     In May 1997, we acquired all the capital stock of Embotelladora Coca-Cola
y Hit de Venezuela S.A. ("Panamco Venezuela") (the "Venezuela Acquisition").
Panamco Venezuela, through its subsidiaries, produces, distributes and sells
products of Coca-Cola and other soft drink products throughout Venezuela.
Panamco Venezuela owns and operates 13 bottling plants (including two water
bottling plants). We also acquired the licensing right to distribute Regional
beer throughout Venezuela, which we began distributing in the northeast of
Venezuela in 1999. Panamco Venezuela and its consolidated subsidiaries are
collectively referred to herein as "Panamco Venezuela."


OUR FRANCHISE TERRITORIES

     We have exclusive rights under our bottling agreements with Coca-Cola to
bottle and distribute soft drinks and water in all of the territories in which
we operate. We market all our other soft drink, bottled water, beer products
and other beverages only within our franchise territories. The countries where
we operate and our franchise territories are shown below:

                                      3


<PAGE>


[MAP INDICATING FRANCHISE TERRITORIES:

                                      VENEZUELA

                         -- Country Population: 24.2 million
                         -- Franchise Area Population: 24.2 million
MEXICO

-- Country Population: 99.1 million                    BRAZIL
-- Franchise Area Population: 19.0 million

                                      -- Country Population: 169.8 million
            GUATEMALA                 -- Franchise Area Population: 25.0 million

-- Country Population: 12.4 million
-- Franchise Area Population: 4.7 million

              NICARAGUA

-- Country Population: 5.2 million
-- Franchise Area Population: 5.2 million

                              COSTA RICA

                -- Country Population: 4.0 million
                -- Franchise Area Population: 3.9 million

                                                       COLUMBIA

                                    -- Country Population: 43.2 million
                                    -- Franchise Area Population: 41.9 million]


BEVERAGES AND PACKAGING

OUR PRODUCTS

     We produce or distribute colas, flavored soft drinks, non-carbonated
drinks, bottled drinking water and beer. We produce and distribute Coca-Cola
products and our own proprietary brands. In 2001, 74% of our unit case volume
were products we sold of Coca-Cola and 26% of our unit case volume were products
of Panamco or other companies. In terms of net sales, Coca-Cola products
accounted for approximately 87% of our 2001 net sales (62% black colas and 25%
other Coca-Cola products), with the remainder of net sales accounted for by
water (7%), beer (3%), other products (2%) and other soft drinks (1%).

     During the year 2001, Panamco accelerated its efforts in the introduction
of new products, furthering its objective of becoming a total beverage
company. Our focus on new products has had the effect of broadening the
product portfolio to better meet the needs of more sophisticated consumers
with an increasing variety of tastes. Specifically, we launched twelve new
products during 2001, primarily in the non-carbonated drink segment. Most of
the products introduced are products of Coca-Cola although some are
proprietary Panamco products.

     We distribute two types of bottled water products: purified water and
mineral water. Purified water is prepared in a similar manner to the water
utilized in the soft drink manufacturing process. Mineral water is obtained
from springs and wells. We distribute mineral water under our own proprietary
trademarks, which include Risco in Mexico, Manantial in Colombia, Crystal in
Brazil and Shangri-la in Guatemala, and we distribute purified water under the
trademarks Risco in Mexico, Club K, Santa Clara and Soda Clausen in Colombia,
Nevada in Venezuela, Alpina in Costa Rica and Milca Soda in Nicaragua.

     In Brazil, we distribute both Kaiser and Heineken beers and in Venezuela
we distribute Regional beer.

                                      4


<PAGE>


     We produce and distribute flavored soft drinks under our own proprietary
trademarks, including "Club K", "Club Soda" and "Premio" in Colombia and
"Super 12" in Costa Rica. We produce and distribute bottled waters under our
own proprietary trademarks including "Risco" in Mexico, "Crystal" in Brazil,
"Manantial", "Premio", "Soda Clausen" and "Santa Clara" in Colombia, "Alpina"
in Costa Rica and "Shangri-la" in Guatemala.

     The beverage products we produce or distribute and that accounted for
nearly all of our sales in the period ending December 31, 2001 are listed
below:


<TABLE>
<CAPTION>


 ----------------------------------------------------------------------------------------------------------------------------------
      PANAMCO            PANAMCO            PANAMCO           PANAMCO           PANAMCO            PANAMCO           PANAMCO
       MEXICO             BRAZIL           COLOMBIA          VENEZUELA         COSTA RICA         NICARAGUA         GUATEMALA
 ----------------------------------------------------------------------------------------------------------------------------------
 <S>                <C>                <C>               <C>               <C>                <C>               <C>
 COCA-COLA SOFT     COCA-COLA SOFT     COCA-COLA SOFT    COCA-COLA SOFT    COCA-COLA SOFT     COCA-COLA SOFT    COCA-COLA SOFT
 DRINK PRODUCTS:    DRINK PRODUCTS:    DRINK PRODUCTS:   DRINK PRODUCTS:   DRINK PRODUCTS:    DRINK PRODUCTS:   DRINK PRODUCTS:
 Coca-Cola          Coca-Cola          Coca-Cola         Coca-Cola         Coca-Cola          Coca-Cola         Coca-Cola
 Coca-Cola Light    Coca-Cola Light    Coca-Cola Light   Coca-Cola Light   Coca-Cola Light    Coca-Cola Light   Coca-Cola Light
 Sprite             Sprite             Sprite            Hit Naranja       Sprite             Sprite            Fanta
 Sprite Light       Diet Sprite        Fanta             Hit Pina          Fanta              Fanta             Sprite
 Fanta Orange       Fanta              Quatro            Hit Uva           Fresca             Fresca            Lift
 Fanta Strawberry   Diet Fanta         Lift              Hit Manzana       Lift
 Fresca             Simba                                Hit Kola          Canada Dry         BOTTLED WATER:    BOTTLED WATER:
 Lift               Tai                OTHER SOFT        Hit Parchita        Ginger Ale       Kinley Soda       Shangri-la*
 Delaware Punch     Diet Tai           DRINKS:           Grapette Uva                         Canada Dry
 Senzao             Kuat               Roman**           Grapette Kola     OTHER SOFT DRINKS:   Club Soda       OTHER PRODUCTS:
                    Schweppes          Premio*           Grapette Naranja  Super 12*          Alpina*           Hi-C
 BOTTLED WATER:       Tonic Water      Club Soda*        Grapette Pina                        Milca Soda**      Powerade
 Risco*             Kinley Club                          Quatro            BOTTLED WATER:     OTHER PRODUCTS:
                      Soda             BOTTLED WATER:    Frescolita        Canada Dry         Hi-C
 OTHER PRODUCTS:    Fanta Uva          Manantial*        Chinotto            Club Soda        Kapo
 Keloco*                               Club K*           Chinotto Light    Canada Dry         Powerade
 Beat               BOTTLED WATER:     Soda Clausen*     Soda                Quinada
 Quatro             Crystal*           Santa Clara*       Schweppes        Alpina*
 Powerade                                                Aguakina
                    BEER:              OTHER PRODUCTS:    Schweppes
                    Kaiser**           Powerade                            OTHER PRODUCTS:
                    Kaiser Light**     Sonfil            BOTTLED WATER:    Powerade
                    Kaiser Bock**                        Nevada            Sonfil
                    Kaiser Gold**                                          Nestea**
                    Kaiser Summer                        OTHER PRODUCTS:
                     Draft**                             Malta
                    Heineken**                            Regional**
                                                         Nestea**
                    OTHER PRODUCTS:                      Sonfil
                    Kapo
                                                         BEER:
                                                         Regional**




___________________
Unless otherwise indicated, products are proprietary to Coca-Cola.
 * Proprietary to Panamco
** Products licensed from third parties

</TABLE>

                                       5


<PAGE>


PACKAGING AND PRESENTATIONS

     A majority of our sales are made in glass or plastic bottles. Our
beverages are available in returnable presentations in different package types
including returnable PET bottles and glass bottles. Our nonreturnable
presentations include cans, nonreturnable glass, plastic bottles and plastic
bags.


SALES, DISTRIBUTION AND MARKETING

SALES

     By selling our beverage products directly to over one million points of
sale, we believe we have one of the largest operations for the distribution of
consumer goods in Latin America. By country, our points of sales are located
20% in Mexico, 11% in Brazil, 36% in Colombia, 21% in Venezuela, 3% in Costa
Rica, 4% in Nicaragua and 5% in Guatemala. This network serves traditional
small stores (including small grocery stores, "Mom and Pop" stores, kiosks and
roadside stands), supermarkets, restaurants, bars, schools, offices,
businesses and distributors. The mix of sales to these particular types of
outlets varies by country and is a function of the economics, demographics and
other characteristics of each franchise area.

     Most of our sales are made to four types of outlets: (i) traditional
small stores, (ii) supermarkets, (iii) restaurants and bars, and (iv) schools,
offices, businesses and distributors. At such outlets, we generally sell our
beverage products for either on-premise or off-premise consumption. A majority
of the products we sell are sold for off-premise consumption. Products we sell
for on-premise consumption at traditional small stores, restaurants, bars,
fast food outlets and similar locations represent the balance of our sales
volume.

     While consumers typically prefer soft drinks served cold for on-premise
consumption, in certain cases, particularly in Mexico, consumers also prefer
to purchase cold soft drinks for off-premise consumption. As described below,
in each of our franchise territories we have programs to place our beverage
coolers, post-mix dispensers and vending machines at points of sale for our
products to make chilled products available to the consumer. We loan or sell
and provide financing for such merchandising equipment. Loaned equipment is
intended to be used exclusively for Panamco products.

     In addition to bottled presentations, we sell soft drinks in post-mix
form. Soft drinks sold in post-mix form consist of the final carbonated
product in stainless steel and other pressurized canisters for use in
dispensers at retail outlets.

DISTRIBUTION

     We have developed extensive product delivery and container retrieval
systems to maintain sales levels at each of our points of sale. By actively
managing our distribution routes, we seek to ensure that deliveries are made
when our clients (retailers) have the space and funds available to purchase
our beverage products. Distribution is also critical in Latin America, because
a significant portion of soft drink products are sold in returnable bottles.
We must regularly collect empty bottles from retailers and return them to our
bottling plants. Distribution is primarily carried out by our employees and is
supplemented by a network of independent distributors.

     We have located and designed our production and distribution facilities
based upon local factors including population concentration, topography,
quality of roads and availability and efficiency of communications. In
territories with large, industrial cities, such as greater Sao Paulo, we
operate a smaller number of large distribution centers and often integrate
distribution and bottling capabilities at the same facility. In rural areas,
such as most of Colombia and Venezuela and parts of Mexico, Costa Rica,
Nicaragua and Guatemala, we use a larger number of small bottling plants and
warehouses.

                                      6


<PAGE>


     We use two principal delivery methods depending upon local conditions:
the traditional route truck system and the pre-sell method. In Mexico, most of
Colombia, Venezuela and Nicaragua, the route truck system is widely used, in
which salesmen drive delivery trucks on pre-established routes and make
immediate sales from inventory available on the route truck. For all sales in
Brazil, most of Costa Rica and in certain cities in Colombia, Mexico,
Guatemala and Venezuela, we utilize the pre-sell system, in which a separate
sales force obtains orders from customers prior to the time of delivery by
route trucks. Use of the pre-sell system enables us to utilize our route
trucks more efficiently, delivering all of their freight capacity and at the
same time providing us real time information about the product and
presentation needs of our clients. The traditional system maximizes sales to
customers with less sophisticated cash management systems. We also employ a
system of bicycles, carts and small trucks for smaller clients to provide
flexible and fast deliveries within urban areas.

     In order to more effectively respond to the needs of our clients and to
help us better manage our inventories we have computer systems in place in
each of our franchise territories. We have also equipped most of our sales
force with handheld computers to provide us with real time information about
the product and presentation needs of our clients.

MARKETING

     Market segmentation has given rise to preferences on the part of
consumers for a variety of presentations. Income level, substitutes, pricing
and other factors affect consumer preferences. During 2001, we introduced new
presentations at both ends of the size spectrum - 250 ml/8oz and 2.5L - to
better meet these consumer preferences. The smaller presentations have the
objective of capturing consumers for whom the product would otherwise not be
affordable while the larger presentations provide a more cost-effective
alternative for in-home consumption.

     In all of our territories, we attempt to adapt our product presentations
and distribution to each market and to the individual clients and consumers
within our territories in terms of the space available for product display,
point-of-sale material, advertising and delivery methods. In order to maximize
sales and per capita consumption of our products, we continually examine sales
data in an effort to develop a mix of product presentations that will best
satisfy consumers and provide our clients with the most effective product mix.
To this effect, we have invested in a sophisticated information system that
allows us to collect detailed, daily data on approximately 70% of our points
of sale. While the investment was made prior to 2001, utilization of this
information system significantly improved throughout last year. We also employ
a variety of marketing techniques in each of our franchise territories to
increase our share of sales, penetration and per capita consumption.


RAW MATERIALS AND SUPPLIES

     Soft drinks are produced by mixing water, concentrate and sweetener. We
process the water we use in our soft drinks to eliminate mineral salts and
disinfect it with chlorine. We then filter it to eliminate impurities,
chlorine taste, trace metals and odors. We combine the purified water with
processed sugar or high fructose (or artificial sweeteners in the case of diet
soft drinks) and concentrate. To produce carbonation, we inject carbon dioxide
gas into the mixture. Immediately following carbonation, we bottle the mixture
in pre-washed labeled bottles. We maintain a quality control laboratory at
each production facility where we test raw materials and analyze samples of
soft drink products. All of our sources of supply for raw materials are
subject to the approval of Coca-Cola.

     None of the raw materials or supplies for our products are currently in
short supply, although the supply of specific raw materials or supplies could
be adversely affected by government controls, strikes, adverse weather
conditions or other factors beyond our control. Any increase in the price of our
raw materials or supplies will increase our cost of sales and adversely affect
our net earnings to the extent we are unable to pass along the full amount of
such increases to the consumer.

     Concentrates. We purchase concentrates from Coca-Cola for all Coca-Cola
products, as well as from other sources for our other products.

                                      7


<PAGE>


     Water and sugar. We obtain water from various sources, including springs,
wells, rivers and municipal water systems. Sugar is readily available in all
of our territories as each of Mexico, Brazil, Colombia, Costa Rica, Venezuela,
Nicaragua and Guatemala is a producer of sugar. In addition, we are able to
use high fructose sweetener as a sugar substitute for certain of our products.
In 2001, high fructose accounted for approximately 38% of our sweetener use in
Mexico. We purchase our requirements from multiple suppliers in each country.

     Carbon dioxide. We purchase all of our supply of carbon dioxide in
Colombia, Costa Rica and Venezuela from Praxair. All of our supply for Brazil
is being produced at one of our bottling plants in Brazil. Panamco Mexico
purchases its supply of carbon dioxide gas from Cryoinfra. Panamco Nicaragua
and Panamco Guatemala purchase their supply of carbon dioxide from Carbox, a
supplier located in Guatemala. Alternate suppliers are available in all the
countries where we operate.

     Bottles, caps and other packaging materials. We usually purchase glass
bottles, plastic soft drink containers, plastic bottle caps, cans and general
packaging materials locally in each country from multiple suppliers. Our
supplies of plastic bottles in all of our territories are generally sourced
from single suppliers of such bottles in each country, and there are
alternative suppliers. Panamco Colombia has facilities to produce a small
portion of its own disposable plastic bottles and owns 20% of Comptec, S.A., a
joint venture with a subsidiary of Coca-Cola and other Andean bottlers formed
to produce returnable and disposable plastic bottles. Panamco Costa Rica owns
a plastics business, which supplies plastic bottles for all of Panamco Costa
Rica's requirements and to other customers in Central America, including
Panamco Nicaragua and Panamco Guatemala.

     We purchase metal bottle caps primarily from the Zapata group of
companies, which have manufacturing facilities in Mexico and Brazil. In
Colombia, one of the companies in the Zapata group owns 60%, and Panamco
Colombia owns 40%, of Tapon Corona, S.A., a Colombian company that
manufactures bottle caps for Panamco Colombia, Panamco Venezuela and other
customers. Panamco Costa Rica, Panamco Nicaragua and Panamco Guatemala
currently purchase their bottle caps from Alcoa CSI, a third-party supplier.

     We have facilities in Mexico, Brazil, Colombia and Costa Rica, which
produce plastic cases for carrying bottles. The Costa Rican facility supplies
Panamco Nicaragua and Panamco Guatemala. Plastic is purchased locally or
imported when necessary. Plastic cases in Venezuela are purchased mainly from
Gaveras Plasticas Venezolanas, C.A., which are produced from 100% recycled
materials. Other local suppliers are also available.

     In addition to its bottling operations, Panamco Brazil also has the
capacity to produce cans for canned soft drinks at its Jundiai plant and to
produce plastic bottles at its bottling facility in Matto Grosso do Sul.
Panamco Mexico owns approximately 14.9% of Industria Envasadora de Queretaro,
S.A. de C.V., a canning cooperative for products of Coca-Cola in Mexico.
Panamco Colombia has the capacity to produce cans for canned soft drinks at
one of its Bogota plants. Panamco Venezuela has the capacity to produce cans
for canned soft drinks at three of its plants. Panamco Central America imports
cans from a Coca-Cola bottler in El Salvador, EMBOSALVA S.A.

     Panamco Colombia has its own facilities to manufacture post-mix and
pre-mix dispensers (for on-premises preparation of soft drinks). This
operation has expanded to manufacture its own beverage coolers, which it also
sells to our other operating Panamco subsidiaries. In 1999, Panamco Colombia
acquired a minority interest in Ingenio San Carlos, a Colombian sugar
producer. In connection with this acquisition, Panamco Colombia has entered
into a long-term supply agreement with Ingenio San Carlos for sugar.

     Panamco Mexico and Panamco Costa Rica manufacture their own racking
systems for their route trucks and freight vehicles.


PRODUCTION

     Our subsidiaries own and operate a total of 47 bottling plants, with 9 in
Mexico, 4 in Brazil, 18 in Colombia, 13 in Venezuela, 1 in Costa Rica, 1 in
Nicaragua and 1 in Guatemala. The totals include 3 plants in Mexico, 1 plant
in Brazil, 1 in Colombia and 2 in Venezuela, which we use exclusively to
bottle mineral water at the source. Our plants have over 190 bottling lines
with an installed capacity of over 2 billion unit cases a year (assuming 500

                                      8


<PAGE>


production hours per month for 12 months per year). In order to increase
production efficiency and reduce costs we have implemented cost reduction
plans at all of our subsidiaries. We continue to evaluate and monitor the
efficiency of our operations.

     Panamco Brazil's Jundiai plant is the largest and one of the most
sophisticated manufacturing complexes in the Coca-Cola system. Our Jundiai
plant has an annual production capacity of 250 million unit cases and has
obtained ISO 9002 and 14001 certificates for quality, productivity and
environmental safety.


COMPETITION

     The beverage business in our franchise territories is highly competitive.
Our principal competitors are bottlers of Pepsi products and bottlers and
distributors of nationally and regionally advertised and marketed soft drinks.
Our principal competitors in each of our franchise territories are set forth
below:

NOLAD

     Our principal competitors in Mexico are bottlers of Pepsi products, whose
territories overlap, but do not precisely match ours. We compete with Geupec,
Group Regordosa and Pepsi-Gemex for share of sales in our territory. In Costa
Rica, Embotelladora Centroamericana S.A. (Pepsi bottler) is our principal
competitor. In Nicaragua and Guatemala, The Central American Bottling
Corporation (Pepsi bottler) is our principal competitor.

BRAZIL

     In Brazil our main competitor is AmBev. We also compete with "B" brands
or "tubainas", which are small, local, lower cost producers of flavored soft
drinks. Tubainas are local shops that produce "no frills" flavored soft drinks
in 2-liter presentations for at home consumption. They market their products
primarily in supermarkets. Tubainas have lower overhead and we believe that
they often do not comply with local tax laws, which enables them to offer
lower cost products.

COLOMBIA

     In Colombia our principal competitor is Postobon, a well-established
bottler of both nationally advertised flavored soft drink products and Pepsi.
The owners of Postobon hold other significant commercial interests in
Colombia.

VENEZUELA

     A joint venture formed between Pepsi and Empresas Polar S.A., the leading
beer distributor in Venezuela named Pepsi-Cola Venezuela, S.A., is our
principal competitor in Venezuela. Since December 1999, we also compete with
the producers of Kola Real, a "B" brand, in the central part of the country.

     In addition to competition from other soft drink producers, carbonated
soft drink products compete with other major commercial beverages, such as
coffee, tea, milk, beer and wine, as well as noncarbonated soft drinks, citrus
and noncitrus fruit juices and drinks and other beverages.

     Soft drink bottlers also compete for share of sales through distribution
and availability of products, pricing, service provided to retail outlets
(including merchandising equipment, maintenance of bottle inventories at
appropriate levels and frequency of visits), product packaging presentations
and consumer promotions. In recent years, price discounting by our competitors
has been a means of obtaining sales share in Brazil, Colombia and, Venezuela.

     Our consumer promotions are guided primarily by Coca-Cola and take the
form of contests, television, radio and billboard advertising, displays,
merchandising and sampling.

                                      9


<PAGE>


EMPLOYEES

     At December 31, 2001, we employed approximately 26,000 people (including
temporary workers, but excluding independent distributors). Approximately 35%
of our employees are members of labor unions, most of whom are in Mexico. Most
of the employees in Colombia are covered by non-union collective bargaining
agreements. The collective bargaining agreements for both unionized and
non-unionized employees are negotiated separately for each bottling
subsidiary, or in some instances, for each plant. In Mexico, collective
bargaining agreements are renegotiated annually with respect to wages and
biannually with respect to benefits. In Colombia and Venezuela, all collective
bargaining agreements are negotiated biannually.

     In accordance with local labor laws, Panamco Mexico pays employees
amounts usually equal to 10% of its taxable income. The Mexican government
also requires employers to set aside a percentage of employee wages in
retirement accounts. In addition, both employers and employees in Mexico must
contribute amounts to the national health care system and a workers' housing
fund. In Colombia, Brazil, Costa Rica and Nicaragua, employers and employees
contribute to employee retirement accounts and to their national health care
systems. A profit-sharing program has been implemented in Venezuela pursuant
to which employees are entitled to receive an additional payment equal to at
least 15 days' wages (but not more than four months' wages), and a
profit-sharing program was established in Brazil in 1997. In Mexico and
Nicaragua, employees are entitled to a mandatory Christmas bonus in an amount
equal to 15 days and one month's salary, respectively. If an employee has
worked for a company less than one year, that employee's bonus is reduced in
proportion to the amount of time such employee was not employed. In Guatemala,
employees receive a mandatory bonus in the form of a three-month payment based
upon the salary paid during the preceding six months. We have voluntarily
instituted and maintained popular benefits for our employees including housing
loans.

     We believe that our relationship with our employees is good in general.
In 2001, five employees and a union representing approximately 400 of our
employees in Colombia instituted a legal action against us and others claiming
human rights violations. See "Item 3. -- Legal Proceedings."

     The labor laws in each of the seven countries in which we operate require
certain severance payments upon involuntary termination of employment.


FRANCHISE ARRANGEMENTS

     Coca-Cola. We have the right to sell Coca-Cola's products, certain other
soft drinks and certain bottled water products pursuant to bottling or other
similar agreements described in "Item 13. -- Certain Relationships and Related
Transactions" for a discussion of our bottling agreements with Coca-Cola.

     Other Brands. Panamco Colombia has agreements with companies other
than Coca-Cola for the sale of locally recognized soft drink products and
mineral water. These agreements contain provisions governing the production,
marketing and sale of the beverages that are, in most instances, less
stringent than the requirements contained in our bottling agreements with
Coca-Cola. Panamco Venezuela has an agreement for the sale and distribution of
beer under the Regional trademark. Panamco Brazil has an agreement to
distribute both Kaiser and Heineken beers.


GOVERNMENT REGULATION

     Controls on Pricing and Promotions. Although there are none currently in
effect, in the last ten years the governments of Mexico, Brazil and Colombia
have imposed formal price controls on soft drinks. Currently in Mexico and
Colombia, for soft drinks and for other goods, price increases proposed by
manufacturers are subject to the informal approval of the respective
governments. In the past, the Mexican government also limited the types of
presentations for soft drinks. In Brazil, the government is recommending that
manufacturers maintain price levels

                                      10


<PAGE>


in line with a trailing four-month average of their historic price increases.
Each of the governments of the countries in which we operate regulates some of
our promotional activities such as cash prize contests and certain other
promotions.

     Taxation of Soft Drinks. All the countries in which we operate impose a
value-added tax ("VAT") on the sale of soft drinks, with a rate of 18% in
Brazil, 16% in Colombia, 13% in Costa Rica, 12% in Guatemala, 15% in Mexico,
15% in Nicaragua and 14.5% in Venezuela. In addition, several of the countries
in which we operate impose excise or other taxes on soft drinks. In Guatemala,
there is an excise tax of US $0.18 per liter. Costa Rica imposes specific
taxes on soft drinks that together with its VAT results in an average
effective tax rate of approximately 25%. Brazil imposes an excise tax of 12.5%
and a consumption tax of 6.7%. Nicaragua also imposes an 11.5% consumption tax
plus US $0.11 surcharge per unit case. In 2002, Mexico introduced an excise
tax of 20% on fructose-based soft drinks and on water. In March 2002, this
excise tax was suspended until September 30, 2002. The reinstatement of this
tax, or any increase in the excise or other taxes on the sale of our products,
will adversely affect our sales volumes and profitability to the extent that
we are unable to pass the full amount of any such increase to consumers.

     Environmental Regulation. We spent $2.0 million and $12.0 million in 2001
and 2000, respectively, on plant upgrades designed to meet environmental
objectives. We must comply with local permit requirements for constructing and
expanding facilities, drilling wells, drawing water from rivers and
discharging effluent.

     Intellectual Property. The intellectual property laws of the countries in
which we operate require a proprietary owner of trademarks used in the
operation of franchises in the countries to make certain filings with the
government to protect the trademark. We have made all necessary filings to
protect our proprietary trademarks. To the best of our knowledge, Coca-Cola
and the owners of the other trademarks we use have made the necessary filings
to protect their respective trademarks.

     See also "Item 5. -- Market for Registrant's Common Equity and Related
Stockholder Matters -- Exchange Controls and Other Limitations Affecting
Security Holders."


POLITICAL, ECONOMIC AND SOCIAL CONDITIONS IN LATIN AMERICA

     In addition to the governmental regulations that have been imposed on our
operations, the Latin American markets in which we operate are characterized
by volatile, and frequently unfavorable, political, economic and social
conditions. High inflation and, with it, high interest rates are common. In
2001, the annual inflation rates were approximately 4% in Mexico, 10% in
Brazil, 8% in Colombia, 12% in Venezuela, 11% in Costa Rica, 5% in Nicaragua
and 9% in Guatemala. The governments in these countries have often responded
to high inflation by imposing price and wage controls or similar measures,
although currently there are no formal soft drink price controls in any of the
countries. These countries have also experienced significant currency
fluctuations. See "Item 1. -- Currency Devaluations and Fluctuations."

     We can be adversely impacted by inflation in many ways. In particular,
when wages rise more slowly than prices, inflation can erode consumer
purchasing power and thereby adversely affect sales. Margins are diminished if
product prices fail to keep pace with increases in supply and material costs.
While we have been able in most recent years to increase prices in local
currency terms overall at least as much as inflation, net sales in local
currency terms may nevertheless remain flat or decrease if, among other
things, inflation or high unemployment diminishes consumer purchasing power,
as has been the case recently in Brazil, Colombia and Venezuela. Although we
expect that prices will generally keep pace with inflation in the near term,
sales volume may decline and supply and material costs may rise more rapidly
than prices in the future. See "Item 7. -- Management's Discussion and
Analysis of Financial Condition and Results of Operations." See also the
discussion under "Item 1. -- Currency Devaluations and Fluctuations" regarding
the impact of devaluations on net sales in dollars.

     The governments in the countries in which we operate have historically
exercised substantial influence over many aspects of their respective
economies. In recent years, these governments have implemented important
measures

                                      11


<PAGE>


to improve their economies. The current political climate in these countries
may create significant uncertainty as to future economic, fiscal and tax
policies.

MEXICO

     In July 2000, the "Institutional Revolutionary Party", which has ruled
Mexico since 1929, lost the presidential election and transferred the
presidential powers to President Vicente Fox, the leader of the opposition
party "Partido de Accion Nacional." During 2001, the economy of Mexico was
impacted by the slowdown of the economy in the United States its principal
trade partner, and gross domestic product ("GDP") contracted 0.3%.

BRAZIL

     Since January 1999, the Brazilian government decided to modify its
exchange policy, discontinuing its band system and allowing the real to trade
freely. As a result, the real has experienced extreme volatility. Although the
modification of the exchange policy did not significantly exacerbate inflation
during 1999, unemployment has increased and wages in real terms fell. Lower
wages in real terms reduced consumer purchasing power in Brazil, which is
reflected in our lower sales for 2001.

COLOMBIA

     Violence resulting from guerilla movements and traffic in narcotics
continued to affect our operation during 2001. Many businesses, including
ours, have been the victims of such violence on occasion. During 2000, the
Colombian government received an assistance package from the United States of
America in order to fight illegal drug traffic under a plan referred to as "Plan
Colombia." This plan, among other things, included programs to assist farmers
and the population in rural areas.

VENEZUELA

     The year 2001 was characterized by growing uncertainties in the economic
and political arenas mainly due to a significant decrease in oil export
revenues, especially in the second half of the year. During the second half of
2001, the Central Bank defended the currency using part of the country's
international reserves, due to an increase in capital flight. In February
2002, the Central Bank decided to modify its exchange policy, allowing the
bolivar to trade freely. Since then, the bolivar has experienced extreme
volatility and has depreciated approximately 22% since December 31, 2001. See
"Item 7. -- Management's Discussion and Analysis of Financial Condition and
Results of Operations."

COSTA RICA

     Presidential elections were held in February 2002 and a second-round
runoff will be held in April between Mr. Abel Pacheco of the "Partido Unidad
Social Cristiano" and Mr. Rolando Araya of the "Partido de Liberacion
Nacional." The Costa Rican economy had a very limited growth during 2001. The
minimum wage increased in real terms, although unemployment rose. Export
revenues fell 14% during 2001 and the banana and coffee growers have asked the
government for support to restructure part of their debt obligations.

NICARAGUA

     President Enrique Bolanos took office in January 2002, and has presented
a package of bills to the National Assembly aiming to improve transparency on
public administration and curb corruption. Since his inauguration, President
Bolanos has received pledges of economic support from the United States and
multilateral organizations including the International Monetary Fund and the
Interamerican Development Bank. During 2001, export revenues fell due to a
decrease in volumes and falling prices.

                                      12


<PAGE>


GUATEMALA


     Confrontation between the government of President Alfonso Portillo and
the opposition and business groups has continued to offset political stability
and attempts by civic groups to set up a national dialogue have been
unsuccessful. The controversy has centered on the government's management of
the public finances and allegations of corruption in high office. This
situation has created certain divisions within the ruling party as they start
to prepare for the presidential elections in November of 2003. Pursuant to
figures from the Central Bank, the economy grew 2.3% in 2001. A rise in the
VAT rate in August 2001 pushed inflation up to 9% for the year, well above the
4% to 6% target range. Coffee volumes have fallen and the sector has been
adversely affected as international prices have fallen to 30-year lows. Gains
in sugar and banana output have only partly offset the shortfall.


CURRENCY DEVALUATIONS AND FLUCTUATIONS

     As a general matter, because our consolidated cash flow from operations
is generated exclusively in the currencies of Mexico, Brazil, Colombia,
Venezuela, Costa Rica, Nicaragua and Guatemala, we are subject to the effects
of fluctuations in the value of these currencies. See "Item 7. -- Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Each of these countries has historically experienced significant currency
devaluations relative to the U.S. dollar. Such devaluations alone have
generally not adversely affected the profitability of our subsidiaries,
measured in local currencies, as substantially all costs of sales and expenses
are incurred in local currencies. However, in general, such devaluations are
accompanied by high inflation and declining purchasing power, which can
adversely affect our sales as well as income. Because our financial statements
are prepared in U.S. dollars, net sales (and other financial statement
accounts, including net income) tend to increase when the rate of inflation in
each country exceeds the rate of devaluation of such country's currency
against the U.S. dollar. Alternatively, net sales (and other financial
statement accounts, including net income) generally are adversely affected if
and to the extent that the rate of devaluation of each country's currency
against the U.S. dollar exceeds the rate of inflation in such country in any
period. When dividends are distributed to us by our foreign subsidiaries, the
payments are converted from local currencies to U.S. dollars, and any future
devaluations of local currencies relative to the U.S. dollar could result in a
loss of dividend income. For a discussion of devaluation rates in Mexico,
Brazil, Colombia, Venezuela, Costa Rica, Nicaragua and Guatemala, see "Item
7.-- Management's Discussion and Analysis of Financial Condition and Results
of Operations--Inflation."

     In periods of high inflation and high interest rates, borrowings
denominated in local currencies are more costly, while borrowings indexed to
the U.S. dollar or other foreign currencies place the risk of devaluation on
the borrower. We could be adversely affected by a devaluation of the countries
where we operate.


ITEM 2. PROPERTIES

PROPERTIES

     Our properties consist primarily of bottling, distribution and office
facilities in Mexico, Brazil, Colombia, Venezuela, Costa Rica, Nicaragua and
Guatemala. Panamco Mexico, Panamco Brazil, Panamco Colombia, Panamco
Venezuela, Panamco Costa Rica, Panamco Nicaragua and Panamco Guatemala
currently own and operate 9, 4, 18, 13, 1, 1 and 1 bottling plants,
respectively. As of December 31, 2001, the Company owned or leased over 292
warehouse distribution centers in its territories. See "Item 1. -- Business --
Production" for additional information regarding our properties.

     As of December 31, 2001, the consolidated net book value of all land,
buildings, machinery and equipment owned by the Company was approximately
$1,043.9 million. These assets were subject to liens and mortgages securing
lines of credit and other indebtedness. The aggregate amount of such
indebtedness outstanding was approximately $11.1 million as of December 31,
2001. The total annual rent paid by the Company in 2001 for its leased
distribution and office facilities was approximately $9.7 million.

                                      13


<PAGE>


ITEM 3. LEGAL PROCEEDINGS

NOLAD

     Mexico - Antitrust Matters. During May 2000, the Comision Federal de
Competencia (the Mexican Antitrust Commission, the "Commission") pursuant to a
compliant filed by PepsiCo, Inc. and certain of its bottlers in Mexico,
initiated an investigation of the sales practices of Coca-Cola and its
bottlers. In November 2000, in a preliminary decision and in February 2002,
through a final resolution, the Mexican Antitrust Commission held that
Coca-Cola and its bottlers engaged in monopolistic practices with respect to
exclusivity arrangements with certain retailers. The Mexican Antitrust
Commission did not impose any fines, but ordered Coca-Cola and its bottlers,
including certain Mexican subsidiaries of Panamco, to abstain from entering
into any exclusivity arrangement with retailers. Panamco plans to appeal this
decision. Although no assurances can be given, we do not believe that the
outcome of this matter, even if determined against us, will have a material
adverse effect on our financial condition or results of operations. See "Item
7. -- Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Forward-Looking Statements."

     Costa Rica - Antitrust Matters. During August 2001, the Comision para
Promover la Competencia (the "Costa Rican Antitrust Commission") pursuant to a
similar complaint filed by PepsiCo, Inc. and its bottler in Costa Rica
initiated an investigation on the sales practices of Coca-Cola and Panamco
Costa Rica for alleged monopolistic practices in the retail distribution
channel including the gain of share of sales through exclusivity arrangements.
The Costa Rican Antitrust Commission is currently investigating the matter. We
believe that the complaint is without merit and we intend to vigorously defend
ourselves in this matter. Although no assurances can be given, we do not
believe that the outcome of this matter, even if determined against us, will
have a material adverse effect on our financial condition or results of
operations. See "Item 7. -- Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Forward-Looking Statements."

VENEZUELA

     Tax. In connection with the Venezuela Acquisition, in 1999 we received
notice of certain tax claims asserted by the Venezuelan taxing authorities,
which mostly relate to fiscal periods prior to the Venezuela Acquisition. The
claims are in preliminary stages and currently total to approximately $48.2
million. We have certain rights to indemnification from Venbottling (a company
owned by the Cisneros family) and Coca-Cola for a substantial portion of such
claims. Based on the information currently available, we do not believe that
the ultimate disposition of these cases will have a material adverse affect on
us. See "Item 7. -- Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Forward-Looking Statements."

     Distribution. During 1999, a group of independent distributors of Panamco
Venezuela commenced a proceeding to incorporate a union of distributors. As a
result, these distributors may, among other things, individually demand
certain labor and severance rights against Panamco Venezuela.

     Since the incorporation process began, Panamco Venezuela has vigorously
opposed its formation through all available legal channels. In February 2000,
Panamco Venezuela presented a nullity recourse against the union incorporation
solicitation, as well as an injunction request before the Venezuelan Supreme
Court. 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 and obtain from a court of law a determination
that the members of such union are 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 such a court decision, although certain members of
the union have threatened such action. We intend to vigorously

                                      14


<PAGE>


defend our rights should this action be filed.

     In February 2002, the union filed a petition before the Venezuelan
administrative agency in charge of labor matters attempting to obligate
Panamco Venezuela to negotiate a collective bargaining agreement. In response,
Panamco Venezuela filed a nullity recourse before the competent tribunal (the
"Court") along with an injunction requesting the Court to suspend the
collective bargaining negotiations until the nullity recourse is resolved. The
Court granted the injunction in favor of Panamco Venezuela and admitted the
nullity recourse. This injunction and nullity recourse was extended to a
subsequent request by the union to have the Venezuelan administrative agency
mediate the matter.

     In March 2002, a subcommittee of the Venezuelan congress conducted a
hearing with representatives of the union as well as representatives of
Panamco Venezuela. The subcommittee is currently reviewing the matter and a
final recommendation from this political body is pending. We strongly believe
that this matter should be resolved by the court system in Venezuela and
intend to vigorously defend any attempts to politicize the matter.

BRAZIL

     Panamco Brazil is the subject of administrative proceedings in the
Federal Revenue Office brought by Brazilian tax authorities seeking income
taxes, interest with respect to credits taken in current periods and fines in
an amount equivalent to $3.7 million as of December 31, 2000. Issues raised by
the tax authorities include the deductibility of certain investment losses.
The Brazilian tax authorities prevailed at the initial administrative
proceeding in 1991 and at the appellate administrative level in June 1993.
Panamco Brazil has appealed the decision. In April 1998, the Brazilian
Taxpayers' Council ruled unanimously in favor of Panamco Brazil. The amount in
question represents approximately $1.8 million. This ruling is not subject to
appeal. The Brazilian Taxpayers' Council, however, issued a ruling against a
former subsidiary of Panamco Brazil. The amount in question represents
approximately $1.9 million. Panamco Brazil has appealed this ruling. See Note
15 of "Notes to Consolidated Financial Statements."

COLOMBIA

     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) and Coca-Cola (and
certain of its subsidiaries). In the complaint, the plaintiffs alleged that we
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. We have 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 second quarter
of 2002. We believe this lawsuit is without merit and intend to vigorously
defend ourselves in this matter.

     Other legal proceedings are pending against or involve the Company and
its subsidiaries, which are incidental to the conduct of their businesses. We
believe that the ultimate disposition of such other proceedings will not have
a material adverse effect on our consolidated financial condition.


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

     No matter was submitted to a vote of stockholders, through the
solicitation of proxies or otherwise, during the fourth quarter of fiscal year
2001.

                                      15


<PAGE>


PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
        MATTERS

NATURE OF TRADING MARKET

     As of March 15, 2002, we had approximately 1,368 holders of record of an
aggregate 112,901,012 shares of Class A Common Stock outstanding. As of
March 15, 2002, there were an estimated 1,111 holders of record of the Class B
Common Stock. We estimate that there are more than 9,000 beneficial
shareholders (as opposed to holders of record) of the Company's stock. As of
March 15, 2002, to our knowledge approximately 91% of the total outstanding
Common Stock was held of record by persons in the United States.

     The Class A Common Stock has been listed and traded on the NYSE under the
symbol "PB" since September 21, 1993. The following table sets forth the range
of high and low closing sale prices of the Class A Common Stock as reported on
the NYSE during the periods shown:

                                                 High           Low

2002:
          First Quarter (through March 15)       $17.96         $14.60

2001:
          First Quarter                          $18.95         $13.56
          Second Quarter                         $21.17         $17.62
          Third Quarter                          $20.67         $16.52
          Fourth Quarter                         $16.50         $13.95

2000:
          First Quarter                          $20.50         $16.06
          Second Quarter                         $17.69         $14.94
          Third Quarter                          $20.13         $15.06
          Fourth Quarter                         $17.50         $13.14

     On March 15, 2002, the closing sale price of the Class A Common Stock on
the NYSE was $17.45 per share.

     We declared quarterly cash dividends of $0.06 per share of common stock
during each of the years ended December 31, 2001 and 2000.

                                      16


<PAGE>


     Certain Restrictions on Transfer. Our Articles of Incorporation prohibit
the transfer of shares of Class A Common Stock if the proposed transferee would
become the beneficial owner of 10% or more of the Class A Common Stock, unless
such transfer is approved by the Board of Directors or the holders of at least
80% of the shares entitled to vote. Such restriction also applies to any
transfer of shares of Class B Common Stock, which are then converted into Class
A Common Stock.

     Our Articles of Incorporation also provide that shares of Class B Common
Stock automatically convert into a like number of shares of Class A Common Stock
if transferred to any person who is not a Qualifying Transferee, or an
Additional Qualifying Transferee, as defined therein.

     We are registered with the Panamanian National Securities Commission and
are subject to a Panamanian statute, which prohibits acquisitions of 5% or more
of the outstanding voting securities of a Panama corporation without Board of
Directors' review or shareholder approval.

EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

     None of the countries in which we operate currently restricts the
remittance of dividends paid by subsidiaries to us, although Brazil has laws in
effect that impose limitations on the exchange of local currency for foreign
currency at official rates of exchange. Panama does not restrict the payment of
dividends by us to our shareholders. Mexico, Brazil, Colombia, Venezuela, Costa
Rica, Nicaragua and Guatemala have imposed more restrictive exchange controls in
the past, and no assurance can be given that more restrictive exchange control
policies, which could affect the ability of the subsidiaries to pay dividends to
Panamco, will not be imposed in the future. The payment of dividends by such
subsidiaries is also in certain instances subject to statutory restrictions and
is contingent upon the earnings and cash flow of and permitted borrowings by
such subsidiaries. Payment of dividends by majority-owned subsidiaries
necessitates pro rata dividends to minority shareholders.

     The Mexican Government has not restricted the conversion of the peso into
other currencies to pay dividends except during brief periods. However, other
types of transactions have been subject to exchange controls and less favorable
official rates of exchange as recently as 1991.

     Brazil currently restricts the ability of nationals and foreigners to
convert the local currency into dollars or other currencies other than in
connection with certain authorized transactions, which include, among others,
payment of dividends in compliance with foreign investment registration
regulations. In Brazil, all foreign investments must be registered with the
Central Bank, which issues a certificate of registration of the foreign currency
value of such investment. Without such registration, no remittances of dividends
or profits may be made abroad, nor may any part of the original investment be
repatriated in foreign currency. The Central Bank has issued certificates to the
Company and its subsidiaries with respect to its investment in Panamco Brazil.
We must obtain an amendment to our Certificate of Registration from the Central
Bank upon any change in our investment in Brazil.

     In Colombia, there are no restrictions on the remittance of profits to
foreign investors as long as the investment is registered with the Colombian
Central Bank and the proper tax has been withheld. The Central Bank has
registered the Company as a foreign investor in each of the directly owned
Colombian subsidiaries, and these registrations allow Panamco to remit all
dividends received from its Colombian subsidiaries, subject to payment of
applicable taxes. However, under current Colombian law, whenever foreign reserve
levels fall below the equivalent of three months of imports, repatriation and
remittance rights may be temporarily modified.

     In April 1994, the Venezuelan government imposed controls on foreign
exchange transactions. These controls were lifted in April 1996; however, there
can be no assurance that such controls or regulations will not be reimposed.

     Since 1996, no substantial restrictions on the foreign exchange system
remain in force in Nicaragua. Although the 1991 Foreign Investment Law, which
was created to guarantee foreign investors the right to remit 100% of profits
through the official exchange market, is still formally in effect, it no longer
has any practical application. Since it is not mandatory, most foreign investors
do not seek registration under the 1991 Foreign Investment Law. Investors,

                                      17


<PAGE>


whether registered under the 1991 Foreign Investment Law or not, can freely
repatriate their profits through the banking system. Profit repatriation has not
been a problem in Nicaragua in recent years.

     In Guatemala, there are no restrictions on the remittance of profits to
foreign investors. There is no obligation for foreign investors to register
their investments with any governmental office or to solicit any authorization
to participate in local businesses. In February 1998, the Guatemalan Congress
enacted the Foreign Investment Law, which amended or, in some cases, eliminated,
restrictions created in the past that affected foreign investment. Since that
date, the Guatemalan government treats national and foreign investment under the
same rules and conditions. There can be no assurance that prior restrictions
will not be reimposed in the future.

TAXATION

Introduction

     The following discussion summarizes the principal U.S. Federal income tax
consequences of acquiring, holding and disposing of the Company's Class A Common
Stock. The following discussion is not intended to be exhaustive and does not
consider the specific circumstances of any owner of Class A Common Stock.

     The discussion is based on currently existing provisions of the United
States Internal Revenue Code of 1986, as amended (the "Code"), existing and
proposed Treasury Regulations thereunder, and current administrative rulings and
court decisions, all of which are subject to change (which change could be
retroactive). The discussion is limited to United States Federal income tax
matters and does not address other U.S. Federal taxes (such as estate taxes) or
the state, local or foreign tax aspects of acquiring, holding and disposing of
Class A Common Stock.

     The discussion is limited to holders of Class A Common Stock that do not
currently own and have not owned any stock in the Company (or any of its
subsidiaries) other than Class A Common Stock and that hold such shares as a
capital asset (within the meaning of Section 1221 of the Code).

     There is no reciprocal tax treaty between Panama and the United States
regarding withholding taxes.

Certain U.S. Federal Income Tax Consequences to U.S. Holders

     The following discussion applies to a holder of Class A Common Stock who is
an individual citizen or resident of the United States, a corporation created or
organized in the United States or any other person subject to U.S. Federal
income taxation on its worldwide income and gain ("U.S. Holders").

     Distributions by the Company. Distributions by the Company with respect to
Class A Common Stock will be taxable to U.S. Holders as ordinary dividend income
to the extent of the Company's current and accumulated earnings and profits.
Distributions, if any, in excess of the Company's current and accumulated
earnings and profits will constitute a nontaxable return of capital to a U.S.
Holder to the extent of the U.S. Holder's adjusted tax basis in the Class A
Common Stock and will be applied against and reduce the U.S. Holder's tax basis
in such Class A Common Stock. To the extent that such distributions are in
excess of the U.S. Holder's tax basis in its Class A Common Stock, the
distributions will constitute capital gain. Distributions with respect to Class
A Common Stock generally will not be eligible for the dividends-received
deduction.

     Foreign Personal Holding Company. The Company and several of its
subsidiaries may be "foreign personal holding companies" ("FPHC"). A foreign
corporation is classified as an FPHC for a taxable year during which at least
60% of its gross income for the taxable year is "FPHC income" and more than 50%
of the voting power or value of all stock in such corporation is owned, directly
or indirectly (including shares owned through attribution), by five or fewer
individuals who are United States persons. FPHC income generally includes
royalties, annuities, proceeds from the sale of stock or securities, gains from
futures transactions in any commodities, rents, income from personal services,
dividends and interest (other than certain dividends and interest paid by a
qualifying related company that is incorporated in the same country as the
recipient corporation). After its initial year as an FPHC, a corporation may
remain an FPHC even if only 50% of its gross income is FPHC income.

                                      18


<PAGE>


     All United States Holders that are shareholders of an FPHC are required
to include in their taxable income a deemed dividend equal to their share of
the corporation's "undistributed FPHC income." In general, a corporation's
undistributed FPHC income is the corporation's total taxable income (which is
gross income minus allowable deductions such as ordinary and necessary
business expenses), with certain adjustments, less dividends paid by the
corporation. Such a deemed dividend is recognized by all U.S. Holders that are
shareholders of an FPHC with undistributed FPHC income, regardless of their
percentage ownership in the corporation, and regardless of whether they
actually receive a dividend from the FPHC.

     Because the Company intends to distribute sufficient dividends and to
cause each of its FPHC subsidiaries to distribute sufficient dividends so that
no FPHC will have undistributed FPHC income, it is not expected that U.S.
Holders will receive deemed dividend income as a result of the FPHC rules.
Nevertheless, if the Company or certain of its FPHC subsidiaries have
undistributed FPHC income, U.S. Holders will recognize deemed dividend income
regardless of whether they receive cash distributions from the Company.

     Controlled Foreign Corporation. Panamco and its subsidiaries may be
"controlled foreign corporations" ("CFC"). A corporation is a CFC if more than
50% of the shares of the corporation, by vote or value, are owned, directly or
indirectly (including shares owned through attribution, which requires
treating warrants and securities convertible into shares actually or
constructively owned by a U.S. Holder as exercised or converted), by "10% CFC
Shareholders." The term CFC Shareholder means a U.S. person (including
citizens and residents of the United States, corporations, partnerships,
associations, trusts, and estates created or organized in the United States)
who owns, or is considered as owning through attribution, 10% or more of the
total combined voting power of all classes of stock entitled to vote of such
foreign corporation. Each 10% CFC Shareholder in a CFC is required to include
in its gross income for a taxable year its pro rata share of the CFC's
earnings and profits for that year attributable to certain types of income or
investments. Income recognized by a 10% CFC Shareholder under the CFC rules
would not also be recognized as undistributed FPHC income.

     A U.S. Holder will not be a "10% CFC Shareholder" and will not be subject
to the CFC rules unless in the case of the Company the U.S. Holder owns 10% of
the Class B Common Stock or in the case of any CFC Subsidiary of the Company,
at least 10% of the value of the Company's outstanding shares or at least 10%
of the voting stock in one or more of the Company's CFC subsidiaries), in each
case directly or indirectly (including shares owned through attribution).

     Passive Foreign Investment Company. A "passive foreign investment
company" ("PFIC") is defined as any foreign corporation at least 75% of whose
consolidated gross income for the taxable year is passive income, or at least
50% of the value of whose consolidated assets is attributable to assets that
produce or are held for the production of passive income. For this purpose,
passive income generally includes dividends, interest, royalties, rents,
annuities and the excess of gains over losses from the disposition of assets
which produce passive income. However, a corporation that is a CFC will not
be treated as a PFIC with respect to a shareholder who is a 10% CFC
shareholder.

     Neither Panamco nor any of its subsidiaries has been or is a PFIC,
and the Company intends to conduct its affairs so as to avoid the
classification of the Company and its subsidiaries as PFICs. However, if ever
applied to the Company, the PFIC rules could produce significant adverse tax
consequences for a U.S. Holder, including the imposition of the highest tax
rate on income or gains allocated to prior PFIC years and an interest charge
on U.S. Federal income taxes deemed to have been deferred.

     Foreign Tax Credits. Dividends received from the Company generally will
be characterized as passive income, and any U.S. tax imposed on these
dividends cannot be offset by excess foreign tax credits that a U.S. Holder
may have from foreign-source income not qualifying as passive income.

     Dispositions of Stock. In general, any gain or loss on the sale or
exchange of Class A Common Stock by a U.S. Holder will be capital gain or loss
and will be long-term capital gain or loss if the U.S. Holder has held the
Class A Common Stock for more than 12 months. For noncorporate U.S. Holders,
long-term capital gain generally will be subject to U.S. Federal income tax at
a maximum rate of 20% if the underlying Class A Common Stock has been held

                                      19


<PAGE>


for more than 12 months. There are limits on the deductibility of capital
losses.

     Information Reporting and Backup Withholding Requirements with Respect to
U.S. Holders. United States information reporting requirements may apply with
respect to the payment of dividends on the Class A Common Stock. Under current
Regulations, effective as of January 1, 2001, noncorporate U.S. Holders may be
subject to backup withholding at the rate of 31% on dividend payments made
after December 31, 2000 and prior to July 1, 2001 and 30.5% on payments made
after June 30, 2001 when a U.S. Holder (i) fails to furnish or certify a
correct taxpayer identification number to the payor in the manner required,
(ii) is notified by the IRS that it has failed to report payments of interest
or dividends properly or (iii) fails, under certain circumstances, to certify
that it has not been notified by the Internal Revenue Service that it is
subject to backup withholding for failure to report interest and dividend
payments.

     Form 5471 Reporting Requirements. U.S. Holders may be required to file
IRS Form 5471 under certain circumstances. A United States person required to
file a Form 5471 to report its ownership of Class A Common Stock may also be
required to file one or more Forms 5471 for various subsidiaries of the
Company. As long as the reporting requirements above have been met, no U.S.
Income Withholding Tax is required on dividends paid.

     Failure to provide the information required by Form 5471 may result in
substantial civil and criminal penalties. Each prospective shareholder should
consult its own tax advisor with respect to the specific requirements for
filing Forms 5471.

Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders

     The following discussion summarizes the U.S. Federal income tax
consequences of acquiring, holding and disposing of Class A Common Stock by a
holder of Class A Common Stock that is not a U.S. Holder (a "Foreign Holder"),
is not engaged in the conduct of a trade or business in the United States and
is not present in the United States for 183 days or more during the taxable
year.

     Distributions. Distributions by the Company to a Foreign Holder would be
subject to withholding of U.S. Federal income tax only if 25% or more of the
gross income of the Company (from all sources for the three-year period ending
with the close of the taxable year preceding the declaration of the dividend)
was effectively connected with the conduct of a trade or business in the
United States by the Company. The Company anticipates that it will recognize
income that is effectively connected with the conduct of a trade or business
in the United States. However, if the Company is subject to a branch profits
tax on the income effectively connected with the conduct of a trade or
business in the United States, dividends paid by the Company would not be
subject to a second-level withholding of U.S. Federal income tax as mentioned
above. As a Panamanian corporation not entitled to treaty benefits, the
Company would be subject to the branch profits tax. Therefore, there should be
no withholding on distributions to foreign shareholders.

     Dispositions of Shares. A Foreign Holder generally will not be subject to
United States Federal income or withholding tax with respect to a gain
recognized on the disposition of Class A Common Stock.

     Information Reporting and Backup Withholding Requirements with Respect to
Foreign Holders. Foreign Holders may be required to comply with certification
and identification procedures to prove their exemption from information
reporting and backup withholding requirements. Any amounts withheld under the
backup withholding rules from a payment to a Foreign Holder will be allowed as
a refund or a credit against such Foreign Holder's United States Federal
income tax, provided that the required information is furnished to the IRS. As
long as the reporting requirements above have been met, no U.S. Income
Withholding Tax is required on dividends paid.

Certain Panamanian Taxation Matters

     The principal Panamanian tax consequences of ownership of Shares are as
follows:

                                      20


<PAGE>

     General. Panama's income tax is exclusively territorial. Only income
actually earned from sources within Panama is subject to taxation. Income earned
by Panamanian corporations from offshore operations is not taxable in Panama.
The territorial principle of taxation has been in force throughout the history
of the country and is supported by legislation, administrative regulations and
court decisions.

     The Company is not subject to taxes in Panama because almost all of its
income arises from the activities of its subsidiaries, which are conducted
entirely offshore from Panama. This is the case even though the Company
maintains its registered office and permanently employs administrative personnel
in Panama.

     Taxation of Capital Gains. There are no taxes on capital gains realized by
an individual or corporation regardless of its nationality or residency on the
sale or other disposition of Shares on the basis of the already mentioned
principles of territorial taxation, inasmuch as the value of such Shares is
ultimately determined upon assets and activities which are held or conducted
almost entirely outside of Panama.

     Taxation of Distributions. Dividends and similar distributions paid by the
Company with respect to Shares are also exempted from dividend taxes, otherwise
payable by withholding at source on such income, under the aforementioned
territorial principles of taxation since Panamanian dividend taxes do not arise
on dividends and similar distributions of non-Panamanian source income or on
income which is exempt from Panama's income tax.

     The preceding summary of certain Panamanian tax matters is based upon the
tax laws of Panama and regulations thereunder currently in effect and is subject
to any subsequent change in Panamanian laws and regulations which may come into
effect.


ITEM 6. SELECTED FINANCIAL DATA

                   SELECTED CONSOLIDATED FINANCIAL DATA (1)
             (Table stated in thousands, except per share amounts)

     The following table sets forth selected consolidated financial and
operating data for the Company. The selected financial data have been derived
from the consolidated financial statements of the Company. The audited
consolidated financial statements of the Company for the three years ended
December 31, 2001, are included elsewhere herein and have been audited by Arthur
Andersen LLP, independent certified public accountants, whose audit report is
also included herein. All of the consolidated financial statements referred to
above have been prepared in accordance with U.S. generally accepted accounting
principles ("GAAP") and are stated in U.S. dollars. The selected consolidated
financial and operating data should be read in conjunction with "Item 7. --
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and notes thereto included
elsewhere herein.

<TABLE>
<CAPTION>
                                                                             Year Ended December 31, (1)
                                                 -------------------------------------------------------------------------------
                                                        2001            2000            1999           1998 (8)        1997 (7)
                                                        ----            ----            ----           -------         -------
<S>                                                <C>             <C>              <C>             <C>             <C>
STATEMENT OF OPERATIONS DATA:
 Net sales..................................       $ 2,650,872     $ 2,599,411      $ 2,415,817     $ 2,773,276     $ 2,510,210
 Cost of sales, excluding depreciation and
   amortization.............................         1,296,307       1,243,485        1,191,883       1,425,246       1,327,443
                                                   -----------     -----------      -----------     -----------     -----------
      Gross profit..........................         1,354,565       1,355,926        1,223,934       1,348,030       1,182,767
 Operating expenses:
   Selling and distribution.................           629,387         636,739          572,038         657,138         563,917
   General and administrative...............           204,897         244,551          251,450         222,327         193,437
   Depreciation and amortization (2)(4).....           210,667         274,046          214,539         253,112         159,371
   Amortization of goodwill.................            26,416          35,819           36,284          35,739          20,121
   Facilities reorganization charges (9)....                 -         503,659           35,172               -               -
                                                   -----------     -----------      -----------       ---------       ---------
      Total operating expenses..............         1,071,367       1,694,814        1,109,483       1,168,316         936,846
                                                   -----------     -----------      -----------       ---------       ---------
 Operating income (loss)....................           283,198        (338,888)         114,451         179,714         245,921
</TABLE>

                                                                 21
<PAGE>


<TABLE>
<CAPTION>


                                                                             YEAR ENDED DECEMBER 31, (1)
                                                    -----------------------------------------------------------------------------
                                                        2001            2000            1999           1998 (8)        1997 (7)
                                                        ----            ----            ----           -------         -------

 <S>                                                  <C>             <C>              <C>              <C>             <C>
 Interest income ...........................            21,341          31,933           28,962          12,817          22,006
 Interest expense...........................          (119,390)       (142,299)        (129,072)        (98,152)        (60,889)
 Other income (expense), net (3)............           (10,891)        (31,662)         (39,296)         22,136          44,033
 Nonrecurring income, net (4)...............                 -               -                -          60,486               -
                                                    ----------      -----------      -----------     ----------    -------------
 Income (loss) before income taxes..........           174,258        (480,916)         (24,955)        177,001         251,071
 Provision for income taxes (4).............            50,369          21,800           31,254          51,374          57,302
                                                    ----------      -----------      -----------     ----------    -------------
 Income (loss) before minority interest.....           123,889        (502,716)         (56,209)        125,627         193,769
 Minority interest in earnings of subsidiaries           5,865           1,944            3,695           5,305          19,934
                                                    ----------      -----------      -----------     ----------    -------------
      Net income (loss).....................        $  118,024      $ (504,660)      $  (59,905)     $  120,322      $  173,835
                                                    ==========      ===========      ===========     ==========      ===========
 Basic earnings (loss) per share (5)........        $    0.94       $   (3.92)       $   (0.46)      $    0.93       $    1.44
                                                    ==========      ===========      ===========     ==========      ===========
 Diluted earnings (loss) per share (5)......        $    0.93       $   (3.92)       $   (0.46)      $    0.92       $    1.43
                                                    ==========      ===========      ===========     ==========      ===========

 OTHER DATA:
 Total product unit case volume.............         1,242,200       1,222,500        1,163,117       1,174,035       1,010,960
 Dividends per share (5)....................        $     0.24       $    0.24        $    0.24       $    0.24       $    0.21
 Weighted average shares outstanding (basic) (5)       125,559         128,833          129,683         129,538         120,841
 Weighted average shares outstanding (diluted)
   (5)......................................           126,655         128,833          129,683         130,792         121,969
 Capital expenditures (6)...................        $   83,121      $  123,897       $  163,203      $  302,215      $  208,669
 Cash operating profit (10).................        $  518,266      $  386,064       $  385,544      $  468,565      $  425,413

                                                                                 AT DECEMBER 31, (1)
                                                    -----------------------------------------------------------------------------
                                                        2001            2000            1999           1998 (8)        1997 (7)
                                                        ----            ----            ----           --------        --------
 BALANCE SHEET DATA (END OF PERIOD):
 Cash and equivalents.......................        $  133,666      $  191,773       $  152,648      $  131,152      $  332,995
 Property, plant and equipment, net ........         1,043,870       1,125,719        1,218,383       1,307,590       1,119,515
 Total assets ..............................         2,693,026       3,026,321        3,613,122       3,647,690       3,587,069
 Total long-term liabilities................         1,022,375       1,192,981        1,437,834         964,525         897,056
 Minority interest..........................            28,541          27,805           27,974          26,243          26,783
 Shareholders' equity.......................         1,072,445       1,167,311        1,751,896       1,978,234       1,937,770

   -------------------

(1)  The results of the Colombian and Venezuelan subsidiaries for all periods, the Mexican subsidiaries for 1997 and 1998 and
     the Brazilian subsidiaries for 1997, have been remeasured in U.S. dollars, the reporting and functional currency, in
     accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation," as it applies to highly
     inflationary economies such as those in which the subsidiaries operate. See Note 1 of "Notes to Consolidated Financial
     Statements."

(2)  Includes breakage of bottles and cases and amortization expense related to new introductions. See Note 1 of "Notes to
     Consolidated Financial Statements."

(3)  See Note 20 of "Notes to Consolidated Financial Statements."

(4)  During 1998, Panamco Brazil conducted a study to evaluate the expected future utilization of returnable product
     presentations in the Brazilian market, having observed accelerated demand for, and utilization of, nonreturnable
     presentations in the marketplace. The results of this study show that the use of nonreturnable presentations will continue
     to increase in the Brazilian market. Therefore, the Company has adjusted the carrying value of bottles and cases to reflect
     their estimated use in the marketplace by charging $36.5 million to the 1998 operating results, increasing total
     depreciation and amortization expense, and reducing the 1998 tax provision by $12.1 million.

     Panamco Brazil reversed a contingency allowance recorded in prior years for excise tax credits taken on purchases of
     concentrate between February 1991 and February 1994. The Company had previously accrued this allowance in the full amount of
     such credits. Panamco Brazil reversed this allowance in 1998 because during 1998 the Brazilian Supreme Court resolved similar
     claims of other bottlers in favor of the bottlers.

     The reversal of the excise tax allowance amounted to $60.5 million and was credited to nonrecurring income, in the
     statement of operations. Income tax credits recorded in this allowance, amounting to $20.0 million, were also reversed and
     charged directly to income in the provision for income taxes in 1998.

(5)  Dividends per share reflect the amounts declared and paid during the applicable period. Earnings per share, dividends per
     share and shares outstanding for all periods have been adjusted to give effect to the two-for-one stock split effected on
     March 31, 1997.

(6)  Does not include purchases of bottles and cases.

(7)  Includes eight months of net sales and net income of $349.5 million and $49.5 million, respectively, from Panamco
     Venezuela, and five months of net sales and net income of $18.6 million and $0.7 million, respectively, from Panamco
     Nicaragua.

(8)  Includes nine months of net sales and net income of $45.1 million and $2.1 million, respectively, from Panamco Guatemala,
     and four months of net sales and net income of $4.2 million and $0.9 million, respectively, from R.O.S.A.

(9)  Facilities reorganization charges in 2000 are related to goodwill impairment of $350.0 million in Venezuela, write-off of
     obsolete property, plant, equipment, bottles and cases, charges related to plant closings and disposal of property, plant
     and equipment, job terminations and severance payments, and nonrecurring charges related to legal contingencies. Facilities
     reorganization charges in 1999 are related to job terminations and severance payments and write-off of obsolete property,
     plant, and equipment. See Note 2 of "Notes to Consolidated Financial Statements."

(10) Cash operating profit ("COP") means operating income plus depreciation, amortization, including amortization of goodwill,
     and noncash facilities reorganization charges.
</TABLE>

                                      22
<PAGE>


ITEM 7. 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 Panamco and its consolidated subsidiaries. This discussion
should be read in conjunction with our audited consolidated financial
statements, including the notes to the consolidated financial statements (the
"Financial Statements"), as of December 31, 2001 and 2000 and for each of the
three years in the period ended December 31, 2001 and the notes thereto
included elsewhere herein.

     In 1998, the "Panamco Central America" group was created, 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, the North Latin
American Division ("NOLAD") was created, which consists of Panamco Mexico and
Panamco Central America. The results of operations of Panamco Mexico and
Panamco Central America are reported together as Panamco NOLAD.

     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, including amortization of goodwill, and noncash facilities
reorganization charges.


CRITICAL ACCOUNTING POLICIES

     We have identified the following critical accounting policies that
underlie the Financial Statements. These critical accounting policies and how
we have applied them in the preparation of the Financial Statements are
discussed in Note 1 of "Notes to Consolidated Financial Statements."


    ACCOUNTING POLICY
    -------------------------------------------------------------

    Basis for Translation
    Property, Plant and Equipment
    Bottles and Cases
    Impairment
    Franchisor Incentives
    Derivative Instruments


INFLATION

EFFECT OF INFLATION ON FINANCIAL INFORMATION

     Our net sales, and almost all operating costs, in each of Mexico, Brazil,
Colombia, Venezuela, Costa Rica, Nicaragua and Guatemala, are denominated in
the currency of such country. In accordance with Statement of Financial
Accounting Standards No. 52, "Foreign Currency Translation" ("SFAS 52"), the
financial statements of our subsidiaries are remeasured or translated into
U.S. dollars for purposes of the preparation of the consolidated financial
statements. See Note 1 of "Notes to Consolidated Financial Statements."
Borrowings and purchases of machinery and equipment are often made in U.S.
dollars. During any period when the rate of inflation in a particular country
exceeds the rate of devaluation of the local currency against the U.S. dollar,
all amounts recorded in the statement of operations tend to be higher when
translated into U.S. dollars than would be the case in the absence of such an
excess. Conversely, if devaluation exceeds inflation, amounts recorded in the
statement of operations tend to be lower when translated into U.S. dollars.

                                      23


<PAGE>


     The following table compares the rate of inflation, as measured by
certain national consumer price indices in the seven countries, with the rate
of devaluation (revaluation) for the periods shown:

                                                     Year Ended December 31, (1)
                                                   -----------------------------
                                                      2001      2000      1999
                                                   --------   -------   --------
   Mexico
     Inflation.....................................      4%        9%      12%
     Currency devaluation (revaluation) ...........     (5%)       1%      (4%)

   Brazil
     Inflation.....................................     10%       10%       8%
     Currency devaluation..........................     19%        9%      48%

   Colombia
     Inflation.....................................      8%        9%      10%
     Currency devaluation..........................      3%       19%      22%

   Venezuela
     Inflation.....................................     12%       12%      20%
     Currency devaluation..........................      8%        9%      15%

   Costa Rica
     Inflation.....................................     11%       10%      10%
     Currency devaluation..........................      7%        7%      10%

   Nicaragua
     Inflation.....................................      5%       10%       7%
     Currency devaluation..........................      6%        6%      10%

   Guatemala
     Inflation.....................................      9%        5%       5%
     Currency devaluation..........................      4%       (1%)     15%
   ___________________

(1)  Inflation figures are based on the applicable Consumer Price Index
     obtained from official local sources from each respective country and
     currency devaluation (revaluation) figures are based on official U.S.
     dollar exchange rates at year-end.

     The level of inflation has a direct impact on the method used to
translate the financial statements from the local currency to the reporting
currency. SFAS 52 provides that, in a highly inflationary economy (defined as
having cumulative inflation for the three-year period preceding the balance
sheet date of approximately 100% or more), the effect of exchange rate
fluctuations on the translation is included in the determination of net income
for the period and is reflected as gains or losses in the related statement of
operations accounts. Such gains and losses do not affect the statement of
operations of companies operating in economies, which are not considered highly
inflationary but are instead included as part of accumulated other
comprehensive income (loss), a component of shareholders' equity.

     Mexico, Brazil, Costa Rica, Nicaragua and Guatemala are not classified as
highly inflationary economies and the functional currencies for financial
reporting purposes under accounting principles generally accepted in the
United States are the Mexican peso, Brazilian real, Costa Rican colon,
Nicaraguan cordoba and Guatemalan quetzal, respectively.

     Colombia and Venezuela were classified as highly inflationary economies
and accordingly their financial statements have been remeasured into U.S.
dollars in accordance with SFAS 52.

     Effective December 31, 2001, we discontinued classifying Colombia as a
highly inflationary economy, and, accordingly, the functional currency of our
Colombian operations was changed from the U.S. dollar to the Colombian peso.
The effect of the change represented a decrease in both the deferred income
tax balance and shareholders' equity of $30.1 million in 2001. As a result of
this change and going forward, the financial statements of our Colombian
subsidiary will be translated from the Colombian peso to the U.S. dollar,
whereby translation adjustments (gains or losses) will not be reported in the
statement of operations but will be reported separately and included in

                                      24


<PAGE>


accumulated other comprehensive income (loss), which is a component of
shareholders' equity.

EFFECT OF INFLATION AND CHANGING PRICES ON OPERATIONS

     In addition to high inflation, our operations are carried out in
countries which in the past experienced, and may in the future experience,
government price controls. While price controls have been a limiting factor,
we have been generally effective in the recent past in increasing prices in
local currency terms at least at the rate of inflation. All of our costs are
affected by inflation rates in the countries in which we operate. In general,
transactions in these countries are effectively tied to inflation either
through pricing, contract indexing, statute or informal practice.

     Although currently there are no formal price controls on soft drinks in
our franchise territories, price and wage controls remain in effect in Mexico
and Brazil for certain other products and services, and price increases for
soft drinks in Mexico and Colombia are subject to the informal approval of the
respective governments.

     Our sales also have been, and may in the future be, adversely affected
when wages rise more slowly than the rate of inflation, resulting in a loss of
consumer purchasing power. This has been the case in Brazil, Venezuela and
Colombia recently.

     In Mexico, Brazil, Colombia, Venezuela, Costa Rica and Nicaragua, income
taxes are indexed to reflect the effects of inflation; however, the effects of
inflation are calculated differently for purposes of local taxation and
financial reporting.


SEASONALITY

     All product sales are generally higher during the December holidays and
during the hottest and driest periods (with rainfall varying from year to
year). For this reason, we typically experience our best results of operations
in the second and fourth quarters. However, the seasonality effect is tempered
in our case because of the difference in the timing of the summer months in
the countries in which we operate. In Brazil, summer occurs during November,
December and January, while summer occurs in Mexico, Colombia, Venezuela,
Costa Rica, Guatemala and Nicaragua during the months of June, July and
August.


FORWARD-LOOKING STATEMENTS

     The nature of our operations and the environment in which we operate
subject us to changing economic, competitive, regulatory and technological
conditions, risks and uncertainties. In connection with the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, we note
the following facts that, among others, could cause future results to differ
materially from the forward-looking statements, expectations and assumptions
expressed or implied in this document:

     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

                                      25


<PAGE>


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 and excise taxes), market demand for
new and existing products, raw material prices and devaluation of local
currencies against the U.S. dollar. A discussion of certain of the factors
that could cause actual results to differ is set forth in our Registration
Statement on Form S-8, dated July 23, 2001 (File no. 333-65652). These and
other factors are also discussed in this document, particularly in "Item 1. --
Business" and "Item 7. -- Management's Discussion and Analysis of Financial
Condition and Results of Operations." 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. We caution readers not to place
undue reliance on these forward-looking statements. These statements speak
only as of their dates, and we undertake no obligations to update or revise
any of them, whether as a result of new information, future events or
otherwise.


MINORITY INTERESTS IN RESULTS OF OPERATIONS

     We conduct our operations through tiers of subsidiaries in which, in some
cases, minority shareholders hold interests. See "Item 1. -- Business --
Corporate Structure -- Holding Company Structure" for further discussion on
ownership interest in our subsidiaries.

     Because 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 that period.


CERTAIN SUBSIDIARY FINANCIAL INFORMATION

     Income statement and balance sheet data for Panamco NOLAD (Panamco Mexico
and Panamco Central America, which consists of Costa Rica, Nicaragua and
Guatemala), Panamco Brazil, Panamco Colombia, and Panamco Venezuela, are
presented on the following pages. The data presented as of and for each of the
three years in the period ended December 31, 2001 have been derived from the
audited combined financial statements of Panamco Mexico and Panamco Central
America (Costa Rica, Nicaragua and Guatemala), the audited consolidated
financial statements of Panamco Colombia and Panamco Venezuela and the audited
combined financial statements of Panamco Brazil, as the case may be, which
financial statements are not included herein. As set forth in such income
statement and balance sheet data, minority interest in the Panamco Mexico
(part of Panamco NOLAD), Panamco Brazil and Panamco Colombia subsidiaries and
net income attributable to the Panamco Mexico, Panamco Brazil and Panamco
Colombia holding companies give effect to minority shareholdings below the
country holding company level. Minority interest in the Panamco Mexico,
Panamco Brazil and Panamco Colombia holding companies refers to the aggregate
minority interest in the net income of the respective country level holding
company. Net income attributable to Panamco gives effect to the deduction from
net income of the minority interests at both the country level holding company
and the subsidiary levels.

                                      26


<PAGE>


                                 PANAMCO NOLAD
                     (Stated in thousands of U.S. dollars)

<TABLE>
<CAPTION>

                                                                           YEAR ENDED DECEMBER 31,
                                                                 ---------------------------------------------
                                                                    2001              2000             1999
                                                                 ----------        ----------       ----------
<S>                                                              <C>               <C>              <C>
 STATEMENTS OF OPERATIONS DATA:
   Net sales                                                     $1,289,004        $1,200,350       $1,006,886
   Cost of sales, excluding depreciation and amortization           568,515           534,207          475,287
   Operating expenses, including depreciation
      and amortization of goodwill                                  493,517           486,403          371,379
   Facilities reorganization charges                                  1,144            37,052                -
                                                                 ----------        ----------       ----------
   Operating income                                                 225,828           142,688          160,220
   Interest expense, net                                            (12,165)          (13,090)         (13,692)
   Other income (expense), net                                         (694)           (1,628)           1,897
                                                                 ----------        ----------       ----------
   Income before provision for income taxes                         212,969           127,970          148,425
   Provision for income taxes                                        66,310            45,148           47,317
                                                                 ----------        ----------       ----------
   Income before minority interest                                  146,659            82,822          101,108
   Minority interest in Panamco Mexico subsidiaries                   4,605             2,528            3,288
                                                                 ----------        ----------       ----------
   Net income attributable to Panamco NOLAD                         142,054            80,294           97,820
   Minority interest in Panamco Mexico
      holding company                                                 2,139             1,202            1,556
                                                                 ----------        ----------       ----------
   Net income attributable to Panamco                            $  139,915        $   79,092       $   96,264
                                                                 ==========        ==========       ==========

 UNIT CASE SALES DATA (IN THOUSANDS):
   Soft drinks                                                      351,528           355,939          339,632
   Water                                                            170,994           166,897          140,069
   Other products                                                     5,046             3,277            2,842

 OTHER DATA:
   Depreciation and amortization                                 $   79,634        $   88,988       $   58,346
   Capital expenditures                                          $   59,044        $   74,659       $   79,058
   Cash operating profit                                         $  305,462        $  244,453       $  218,566


                                                                                AT DECEMBER 31,
                                                                 ---------------------------------------------
                                                                     2001              2000             1999
                                                                 ----------        ----------       ----------
 BALANCE SHEET DATA:
   Cash and equivalents                                          $   60,305        $   74,136       $   47,433
   Property, plant and equipment, net                               439,119           425,421          404,334
   Total assets                                                     881,118           809,909          753,614
   Total debt                                                       249,577           134,220          123,717
   Total liabilities                                                521,895           371,703          310,949
   Minority interest in Panamco Mexico subsidiaries                  11,519             6,682            5,217
   Shareholders' equity                                             347,704           431,524          437,448

</TABLE>

                                  (Continued)


                                      27

<PAGE>


                                 PANAMCO NOLAD
                     (STATED IN THOUSANDS OF U.S. DOLLARS)

                                  (CONTINUED)

<TABLE>
<CAPTION>

                                                                YEAR ENDED DECEMBER 31,
                                                      -------------------------------------------
                                                         2001             2000             1999
                                                      ----------        --------         --------
<S>                                                   <C>               <C>              <C>
  STATEMENTS OF OPERATIONS DATA:
   Net sales:
        Mexico                                        $1,054,074        $974,846         $794,812
        Central America                                  234,930         225,504          212,074

 UNIT CASE SALES DATA (IN THOUSANDS):
   Mexico:
        Soft drinks                                      280,091         285,771          269,967
        Water                                            167,656         164,187          136,450
        Other products                                     3,473           2,651            2,274

   Central America:
        Soft drinks                                       71,437          70,168           69,665
        Water                                              3,338           2,710            3,619
        Other products                                     1,573             626              568


</TABLE>

                                      28


<PAGE>


                                PANAMCO BRAZIL
                     (Stated in thousands of U.S. dollars)

<TABLE>
<CAPTION>

                                                                           YEAR ENDED DECEMBER 31,
                                                                 ---------------------------------------------
                                                                    2001              2000             1999
                                                                 ----------        ----------       ----------
<S>                                                              <C>               <C>              <C>
  STATEMENT OF OPERATIONS DATA:
   Net sales                                                     $ 419,926         $ 496,488        $ 500,683
   Cost of sales, excluding depreciation and amortization          273,877           305,967          305,935
   Operating expenses, including depreciation
      and amortization of goodwill                                 134,099           169,711          187,099
   Facilities reorganization charges                                                  23,651            5,142
                                                                 ----------        ---------        ----------
   Operating income (loss)                                          11,950            (2,841)           2,507
   Interest expense, net                                            (7,679)          (12,238)         (14,743)
   Other expense, net                                               (3,282)          (16,565)         (36,570)
                                                                 ----------        ---------        ----------
   Income (loss) before benefit for income taxes                       989           (31,644)         (48,806)
   Benefit from income taxes                                        (2,178)          (15,020)         (31,765)
                                                                 ----------        ---------        ----------
   Income (loss) before minority interest                            3,167           (16,624)         (17,041)
   Minority interest in Panamco Brazil holding company                  15              (202)            (299)
                                                                 ----------        ---------        ----------
   Net income (loss) attributable to Panamco                     $   3,152         $ (16,422)       $ (16,742)
                                                                 ==========        =========        ==========
 UNIT CASE SALES DATA (IN THOUSANDS):
   Soft drinks                                                     241,825           236,922          235,949
   Water                                                            17,353            14,535           12,706
   Beer                                                             72,058            67,499           63,278
   Other products                                                      451                 -                -

 OTHER DATA:
   Depreciation and amortization                                 $  19,913         $  30,246        $  32,763
   Capital expenditures                                          $   5,965         $   7,596        $  22,686
   Cash operating profit                                         $  31,863         $  42,243        $  35,270



                                                                                 AT DECEMBER 31,
                                                                 ---------------------------------------------
                                                                    2001              2000             1999
                                                                 ----------        ----------       ----------
  BALANCE SHEET DATA:
   Cash and equivalents                                          $  11,838         $   6,323        $   8,563
   Property, plant and equipment, net                              110,474           149,110          195,387
   Total assets                                                    352,598           424,806          487,374
   Total debt                                                        2,249            58,586           79,279
   Total liabilities                                                99,467           178,547          188,663
   Minority interest in Panamco Brazil subsidiaries                  2,300             2,711            3,167
   Shareholders' equity                                            250,831           243,548          295,544
</TABLE>

                                      29


<PAGE>


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

<TABLE>
<CAPTION>

                                                                           YEAR ENDED DECEMBER 31,
                                                                 ----------------------------------------------
                                                                    2001              2000             1999
                                                                 -----------        ----------       ----------
<S>                                                              <C>                <C>              <C>
  STATEMENT OF OPERATIONS DATA:
   Net sales                                                     $  384,668         $ 386,720        $ 397,014
   Cost of sales, excluding depreciation and amortization           180,638           166,110          175,522
   Operating expenses, including depreciation
      and amortization of goodwill                                  180,192           201,040          207,032
   Facilities reorganization charges (benefit)                       (1,000)           40,114            1,370
                                                                 -----------        ----------       ----------
   Operating income (loss)                                           24,838           (20,544)          13,090
   Interest expense, net                                            (10,797)           (4,486)          (6,753)
   Other income (expense), net                                        1,410           (10,852)           2,824
                                                                 -----------       -----------       ----------
   Income (loss) before provision (benefit) for income taxes         15,451           (35,882)           9,161
   Provision (benefit) for income taxes                               4,776            (8,277)             966
                                                                 -----------       -----------       ----------
   Income (loss) before minority interest                            10,675           (27,605)           8,195

   Minority interest in Panamco Colombia
      subsidiaries holding company                                      183               187              107
                                                                 -----------       -----------       ----------
   Net income (loss) attributable to Panamco
      Colombia holding company                                       10,492           (27,792)           8,088
   Minority interest in Panamco Colombia                                205              (764)             223
                                                                 -----------       -----------       ----------
   Net income (loss) attributable to Panamco                     $   10,287         $ (27,028)        $  7,865
                                                                 ===========       ===========       ==========

 UNIT CASE SALES DATA (IN THOUSANDS):
   Soft drinks                                                      156,217           155,688          153,928
   Water                                                             35,167            34,455           37,238
   Other                                                                576                 -                -

 OTHER DATA:
   Depreciation and amortization                                 $   56,404          $ 64,597         $ 60,548
   Capital expenditures                                          $    8,274          $  9,104         $ 28,276
   Cash operating profit                                         $   81,242          $ 56,688         $ 73,638

                                                                                 AT DECEMBER 31,
                                                                 ---------------------------------------------
                                                                    2001              2000             1999
                                                                 ----------         ---------        ---------
  BALANCE SHEET DATA:
   Cash and equivalents                                          $   7,207          $ 42,456         $  7,396
   Property, plant and equipment, net                              237,050           259,889          292,915
   Total assets                                                    484,326           459,409          516,327
   Total debt                                                       80,416            53,816           87,145
   Total liabilities                                               186,534           135,249          154,852
   Minority interest in Panamco Colombia subsidiaries                1,731             1,668            1,568
   Shareholders' equity                                            296,061           322,492          359,907


</TABLE>

                                      30


<PAGE>


                               PANAMCO VENEZUELA
                     (Stated in thousands of U.S. dollars)
<TABLE>
<CAPTION>


                                                                           YEAR ENDED DECEMBER 31,
                                                                 ----------------------------------------------
                                                                    2001              2000             1999
                                                                 -----------       -----------      -----------
<S>                                                              <C>               <C>              <C>
  STATEMENT OF OPERATIONS DATA:
   Net sales                                                     $  557,274        $  515,853       $  512,292
   Cost of sales, excluding depreciation and amortization           277,746           240,204          236,197
   Operating expenses, including depreciation
      and amortization of goodwill                                  246,772           292,239          267,691

   Facilities reorganization charges (benefit)                       (4,515)           49,483           28,660
                                                                 -----------       ----------       ----------

   Operating income (loss)                                           37,271           (66,073)         (20,256)
   Interest expense, net                                            (17,426)          (24,816)         (18,028)

   Other income (expense), net                                        6,317             1,002           (3,337)
                                                                 -----------       ----------       ----------
   Income (loss) before provision (benefit) for income taxes         26,162           (89,887)         (41,621)
   Provision (benefit) for income taxes                             (21,384)           (8,173)           8,353
                                                                 -----------       ----------       ----------
   Net income (loss) attributable to Panamco                     $   47,546        $  (81,714)      $  (49,974)
                                                                 ===========       ==========       ==========

 UNIT CASES SALES DATA (IN MILLIONS):
   Soft drinks                                                      156,001           156,540          151,706
   Water                                                             24,258            22,559           18,442
   Beer                                                               4,035             1,914              499
   Other products                                                     6,691             6,275            6,833

 OTHER DATA:
   Depreciation and amortization                                 $   61,184        $   96,804       $   71,156
   Capital expenditures                                          $    9,808        $   30,408       $   33,183
   Cash operating profit                                         $   96,440        $   53,568       $   69,800


                                                                                 AT DECEMBER 31,
                                                                 ----------------------------------------------
                                                                    2001              2000             1999
                                                                 ----------        ----------       -----------
 BALANCE SHEET DATA:
   Cash and equivalents                                          $   27,657        $   21,575       $   35,872
   Property, plant and equipment, net                               266,444           305,017          339,417
   Total assets                                                     428,717           469,278          566,371
   Total debt                                                        58,000           182,137          188,000
   Total liabilities                                                266,020           354,129          364,259
   Shareholders' equity                                             162,697           115,149          202,112

</TABLE>

                                      31


<PAGE>


2001 COMPARED TO 2000

CONSOLIDATED RESULTS OF OPERATIONS

     Net sales increased 2.0% to $2.65 billion in 2001 from $2.60 billion in
2000. Net sales growth was driven by an increase of 1.6% in consolidated unit
case sales volume, to 1,242.2 million unit cases from 1,222.5 million unit
cases in the year 2000, and a 0.4% increase in average dollar prices, to $2.13
per unit case. Soft drink sales volume for the year increased by 0.1%,
reflecting increases of 2.1% in Brazil and 0.3% in Colombia, offset by
decreases of 1.2% in the NOLAD region and 0.3% in Venezuela. Unit case sales
volume of bottled water increased 3.9% to 247.8 million, and beer, sold in
Brazil and Venezuela, increased 9.6% to 76.1 million unit cases. Volume and
net sales growth during the year were positively impacted by Panamco's
continued effort in introducing new products. During the year, we introduced
twelve new products including flavored waters, juice based products and energy
drinks. These products have had the effect of broadening our portfolio to
better meet consumer needs. We have also been active in introducing new
presentations at both ends of the size spectrum. The smaller presentations are
designed to capture consumers for whom the product would otherwise not be
affordable while the larger presentations provide a more attractive
alternative for in-home consumption.

     The cost of sales as a percentage of net sales increased to 48.9% in
2001, from 47.8% in 2000, mainly due to an increase in the cost of raw
materials and packaging throughout most operations as well as a change in
product mix towards non-returnables. During the fourth quarter of 2001, the
price of sugar in Mexico increased approximately 12%.

     The following comparison of Panamco's 2001 and 2000 consolidated results of
operations, excludes the effect of facilities reorganization charges, asset
write-downs presented as part of depreciation and amortization, and
nonoperating charges during 2000 totaling $494.2 million, net of the related
tax benefit of $46.5 million. See "2000 Compared to 1999 -- Facilities
reorganization charges" for further discussion on Panamco's facilities
reorganization charges.

     Operating expenses as a percentage of net sales decreased to 40.4% in
2001 from 44.6% in 2000, mainly as a result of a 5.3% decrease in selling,
general and administrative expenses, the result of the benefits associated
with our reorganization programs, and a 15.0% decrease in depreciation and
amortization, mainly the result of lower property and equipment balances and a
lower goodwill cost basis. See "2000 Compared to 1999 -- Facilities
reorganization charges" for further discussion on Panamco's facilities
reorganization charges.

     The two facilities reorganization programs announced in 2000 have
resulted in estimated combined savings of $145 million to date, of which
approximately $100 million was achieved during 2001. Approximately 7,700
employees have been terminated by Panamco as of December 31, 2001 under
these programs. During the fourth quarter of 2001, we reevaluated our original
estimated headcount reduction of approximately 10,000 employees and determined
that the headcount reduction would now approximate 8,200 employees. In the
fourth quarter of 2001, we made the following additional adjustments to the
reorganization programs: (i) we reversed into income $5.5 million of charges
related to the sale of property in Venezuela that we have decided not to sell;
and (ii) we increased the restructuring allowance by $5.5 million related to job
terminations and severance payments primarily at our corporate headquarters in
Miami, Florida.

     Operating income increased 44.6% to $283.2 million from $195.9 million in
2000, primarily as a result of the benefits of the reorganization programs
initiated in 2000 and 1999. Cash operating profit increased 9.6% to $520.3
million in 2001 from $474.6 million in 2000. Venezuela and the NOLAD region
reported the highest rate of COP improvement compared to 2000, to 17.1% and
14.1%, respectively. In February 2002, the Venezuelan government abandoned the
trading band for its currency, the Venezuelan bolivar, which had the effect of
quickly depreciating the currency. From January 1, 2002 to March 15, 2002, the
bolivar devalued 22% relative to the U.S. dollar. The devaluaton of the
bolivar is expected to increase the relative price of dollar-denominated raw
materials of Panamco Venezuela and to decrease its U.S. dollar-reported net
sales (and other financial statement accounts, including net income). Unit
case volumes may be adversely affected to the extent of a slowdown in the
Venezuelan economy. Additional effects of the devaluation in Venezuela will
depend on, among other things, the rate of inflation in Venezuela in
comparison to the rate of devaluation. See "Item 1. Business -- Currency
Devaluation and Fluctuations."

     Net interest expense decreased to $98.0 million in 2001 from $110.4
million in 2000, due primarily to a 22.6% gross debt reduction to $970.2
million at the end of the year, from $1,253.8 million at the end of 2000.
Total net debt (gross debt minus cash and equivalents) decreased 21.2% to
$836.6 million at December 31, 2001, from $1,062.0 million at December 31,
2000.

     Other expense, net decreased 57.6% to $10.9 million in 2001 from $25.7
million in 2000, primarily caused by a $7.9 million decrease in the provision
for contingencies, a $5.7 million increase in gains on sale of property and
equipment and investments, a $1.7 million increase in equity earnings of
unconsolidated companies, and a $0.8 million increase in capital expenditure
incentives from Coca-Cola, offset by a $1.1 million increase in foreign
exchange losses primarily in Brazil due to a 18.7% devaluation of the
Brazilian real during 2001. The decrease in the remaining other expense, net
was primarily offset by a $12.2 million charge, derived from the
reclassification of unrealized losses related to a floating-to-fixed interest
rate swap, from accumulated other comprehensive income to other expense, net.
See Note 11 of "Notes to Consolidated Financial Statements."

     The consolidated effective income tax rate decreased to 28.9% from 114.2%
in 2000. The lower effective income tax rate of 28.9% in 2001 was largely
impacted by a benefit for income taxes of $21.4 million in our

                                      32

<PAGE>


Venezuelan operations, the result of a $28.7 million reversal of valuation
allowance against tax loss carryforwards. The effective income tax rate of
114.2% in the 2000 period is considered unusual and resulted from the relative
low income during 2000 and non-deductibility of significant expenses such as
amortization of goodwill.

     As a result of the foregoing, Panamco recorded net income in 2001 of
$118.0 million, or $0.94 per basic share ($0.93 on a diluted basis), compared
to a net loss of $10.5 million, or $0.08 per share (basic and diluted), during
2000.


2000 COMPARED TO 1999

CONSOLIDATED RESULTS OF OPERATIONS

     Net sales increased 7.6% to $2.6 billion in 2000 from $2.4 billion in
1999, mainly due to an increase of 5.1% in consolidated unit case sales
volume. Total unit cases sales increased to 1,222.5 million cases from 1,163.1
million unit cases in the 1999. Soft drink sales volume for the period
increased by 2.7%, reflecting increases of 5.9% in Mexico, 3.2% in Venezuela,
0.7% in the Central American Region, 1.1% in Colombia and 0.4% in Brazil. Unit
case sales volume of bottled water increased 14.4% to 238.4 million, and beer,
sold in Brazil and Venezuela, increased 8.8% to 69.4 million unit cases.

     The cost of sales as a percentage of net sales decreased to 47.8% in
2000, from 49.3% in 1999. This decrease resulted primarily from cost savings
in raw materials and packaging in several countries due to improved
procurement contracts.

     The following discussion reflects the consolidated results of operations
excluding the recording of facilities reorganization charges, asset
write-downs presented as part of depreciation, and nonoperating charges
totaling $494.2 million ($27.7 million in 1999), net of the related tax
benefit of $46.5 million ($11.9 million in 1999).

     Operating expenses as a percentage of net sales increased slightly to
44.6% in 2000 from 44.5% in 1999, mainly as a result of the corporate office
move to Miami and a charge of $4.0 million related to senior management
changes.

     Operating income increased 30.9% to $195.9 million from $149.6 million in
1999, primarily as a result of the initial benefits of the reorganization
program. Cash operating profit increased 18.5% to $474.6 million in 2000 from
$400.4 million in 1999.

     Net interest expense increased to $110.4 million in 2000 from $100.1
million in 1999, due primarily to an increase in the average variable London
Inter-Bank Offered Rate ("LIBOR") interest rate. Total net debt decreased to
$1,062.0 million at December 31, 2000 from $1,195.5 million at December 31,
1999.

     Other expense, net decreased to $25.7 million in 2000 from $34.9 million
in 1999, primarily caused by a $22.5 decrease in foreign exchange losses in
Brazil due to a 48.0% devaluation of the Brazilian real during 1999,

                                      33


<PAGE>


partially offset by a loss in sale of investments of $4.8 million, a $4.7
million decrease in operating income from non-bottling subsidiaries, and a
$3.2 million decrease in capital expenditure incentives from Coca-Cola.

     The consolidated effective income tax rate decreased to 114.2% in 2000
from 295.2% in 1999, as a result of the effect of the asset tax (minimum tax)
in Venezuela and our decision to establish a valuation allowance on benefits
of tax loss carry-forwards from prior years in Venezuela because of the
uncertainty that we would have sufficient taxable income in the near term to
offset against such benefits in 1999.

     As a result of the foregoing, Panamco had a net loss in 2000 of $10.5
million, or $0.08 per share (basic and diluted), compared to a net loss of
$32.2 million, or $0.25 per share (basic and diluted), during 1999.

Facilities reorganization charges

During the first quarter of 2000, Panamco began a company-wide reorganization
program designed to improve productivity and strengthen the Company's
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 the Company.

During the fourth quarter of 2000, Panamco performed an analysis of the
Company's growth opportunities, cost structure and asset valuation. This
resulted in several new steps to further position the Company 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 and
equipment, bottles and cases, and asset write-downs related to coolers.

During the year ended December 31, 2000, Panamco 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 totaling $111.5 million consist of:

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

     (2)  Asset write-offs totaling $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 totaling $8.6 million related to legal
          contingencies mostly pertaining to tax matters.

II. Asset write-downs totaling $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.

                                      34


<PAGE>


III. Nonoperating asset charges totaling $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, Panamco's income for the year 2000 was impacted
by facilities reorganization charges, asset write-downs and nonoperating
charges totaling $494.2 million, net of the related tax benefit of
approximately $46.5 million, compared to facilities reorganization charges
totaling $27.7 million, net of the related tax benefit of $11.9 million in
1999.

     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:



<TABLE>
<CAPTION>

                                                                                 2000                         1999
                                                               ------------------------------------------ --------------
                                                                                 FOURTH        FIRST
                                                                   TOTAL         QUARTER       QUARTER        TOTAL
                                                               ------------------------------------------ --------------

<S>                                                            <C>              <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         14,902
     Noncash                                                       415,087       375,555        39,532         20,270
                                                                  --------      --------      --------       --------
                                                                   503,659       423,781        79,878         35,172
                                                                  --------      --------      --------       --------
Other income (expense), net:
     Nonoperating charges                                            5,976           590         5,386          4,391
                                                                  --------      --------      --------       --------
Gross charges                                                      540,714       455,450        85,264         39,563
Tax benefit                                                        (46,516)      (23,111)      (23,405)       (11,869)
                                                                  --------      --------      --------       --------
Net charges                                                       $494,198      $432,339      $ 61,859       $ 27,694
                                                                  ========      ========      ========       ========

</TABLE>


CAPITAL EXPENDITURES

     Total capital expenditures were $83.1 million, $123.9 million and $163.2
million in 2001, 2000 and 1999, respectively. During 2001, approximately 71%,
7%, 10% and 12% of such expenditures were made by Panamco NOLAD, Panamco
Brazil, Panamco Colombia and Panamco Venezuela, respectively. Total purchases
for bottles and cases were $47.8 million, $73.7 million and $74.6 million in
2001, 2000 and 1999, respectively. During 2001, approximately 42%, 0%, 34% and
24% of such expenditures were made by Panamco NOLAD, Panamco Brazil, Panamco
Colombia and Panamco Venezuela, respectively.

     Our Board of Directors has established various criteria for the
allocation of capital resources. The factors that management reviews in
proposing three-year capital budgets include anticipated internal rates of
return, pay-back periods and EVA(R) ("Economic Value Added") analysis from
various investments, corresponding plans of Coca-Cola and anticipated levels
of earnings and debt in the country in which such expenditures are proposed to
be made. During 2002, we estimate that we will have aggregate capital
expenditures of approximately $98.2 million. Estimates of capital expenditures
are based on our current expectations and are subject to change. Actual costs
may exceed estimates or we may reallocate or alter our capital budget. We
intend to fund our capital expenditure program with cash on hand, consolidated
cash flow from operations and borrowings at the holding and subsidiary level.

     Coca-Cola from time to time provides incentives for its bottlers to make
particular types of capital expenditures. During 2001, 2000 and 1999, such
incentives consisted of grants, which are included as other income in "Other
income (expense)" in the consolidated financial statements, and loans included
in the indebtedness referred to above. During the second quarter of 1999,
Coca-Cola changed its cold equipment capital participation program to ensure
that any funds received by us during 1999 and future years will be recognized
as income in installments over a 60-month period. Our ability to include such
amounts as income will also depend on whether we meet certain conditions in
the future. Prior to the change, such amounts were included as income upon
receipt, as no future conditions were required to be met, without regard to
our earnings. See Note 20 of "Notes to Consolidated Financial

                                      35


<PAGE>

Statements." Coca-Cola also provides cooperative advertising support to us.


LIQUIDITY AND CAPITAL RESOURCES

     Cash flow provided by operations amounted to $357.4 million in 2001, a
$60.0 million increase from 2000. Cash provided by investing activities amounted
to $26.5 million and 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 $34.5
million proceeds from the sale of property, plant and equipment. Cash generated
from operations and from investing activities was primarily used to pay down
$145.0 million of our syndicated loan, to prepay $100.0 million of the remaining
outstanding debt with Coca-Cola, to help reduce our Venezuelan and Brazilian
debt, and to repurchase $133.2 million of our shares. Other uses of cash
included capital expenditures, bottling and packaging expenditures and payment
of shareholder dividends. At December 31, 2001, we had consolidated cash and
cash equivalents of $133.7 million, a decrease of 30.3% compared to $191.8
million as of December 31, 2000. At December 31, 2001, we had negative working
capital of $168.9 million, a slight 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.

     As a holding company, our principal sources of cash are dividends from our
subsidiaries and sales of our securities. The amount of dividends payable by the
subsidiaries to us is subject to general limitations imposed by the corporate
laws of the respective jurisdictions of incorporation of such subsidiaries.
Dividends paid to us and other foreign shareholders by the subsidiaries are
subject to investment registration requirements and withholding taxes.
Withholding tax rates on dividends are 7% in Colombia and 15% in Costa Rica.
There are no withholding taxes on dividends paid by Panamco Brazil to the
Company out of income earned after December 31, 1995, and no withholding taxes
on dividends paid by Panamco Nicaragua and Panamco Guatemala. Effective January
1, 2001, Venezuela imposed a 34% withholding tax and Colombia imposes a 35%
withholding tax on dividends that arise from earnings that have not been subject
to the payment of income tax.

     Dividends from earnings generated until 1998 are not subject to income
taxes in Mexico, as long as they are paid from "net taxed income" ("UFIN").
Dividends not paid from UFIN are subject to a 35.0% income tax. If earnings
generated after 1998 for which no corporate tax has been paid are distributed,
the tax must be paid upon distribution of the dividends. Consequently, we must
keep a record of earnings subject to each tax rate.

     In the past, we have paid substantially all cash received as dividends from
our subsidiaries, net of holding company expenses, to our shareholders and have
not used such funds to make investments, primarily to avoid having undistributed
foreign personal holding company income, which would be includable in the income
of our shareholders who are United States persons. We may, therefore, be
substantially dependent in the future on sources of financing other than
dividends from subsidiaries, including external sources, to finance holding
company investments such as acquiring minority interests in our subsidiaries or
acquiring additional bottling enterprises.

     Total consolidated indebtedness decreased to $970.2 million at the end of
2001, from $1,253.8 million at the end of 2000, consisting of $580.0 million
at the holding company level and $390.2 million of subsidiary indebtedness. Of
the total debt, 88.6% is long-term. Our dollar-denominated debt decreased to
67.5% at the end of 2001 from 87.2% at the end of 2000. The $283.6 million
reduction in gross debt is mainly the result of a combination of a $145.0
million pay down of our syndicated loan, a $100.0 million prepayment of the
remaining outstanding debt with The Coca-Cola Financial Corporation (U.S.), a
$124.1 million reduction in the debt held by our Venezuelan subsidiary and a
$56.3 million reduction in the debt of our Brazilian subsidiary, offset by
issuance of $141.8 million of debt in our other subsidiaries. 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. Net debt decreased to $836.6
million at the end of 2001 from $1,062.0 million at the end of 2000.

     During December 2001, the Company entered into a debt agreement for 930.0
million Mexican pesos (US$ 102.0 million at December 31, 2001), maturing in
2003 with semiannual principal payments and bearing interest at the 28-day
TIIE (interbank equilibrium rate of Mexico) plus 0.75% (8.75% at December 31,
2001).

     During February 2001 and August 2001, the Company issued unsecured
marketable bonds denominated in Colombian pesos for a total of Col$80.0
billion (US$34.9 million at December 31, 2001), with five-year maturities and
annual interest rates ranging from DTF (the Colombian borrowing rate) plus
1.9% to DTF plus 2.7% (ranging from 10.7% to 11.5%, respectively, at December
31, 2001).

                                      36

<PAGE>


Our contractual obligations as of December 31, 2001 are as follows (See the
Financial Statements):

<TABLE>
<CAPTION>
                                                         PAYMENTS DUE BY PERIOD
                                              --------------- --------------- --------------- --------------- --------------
                                                                LESS THAN
                                                  Total           1 year        1 - 3 years      4 - 5 years   After 5 years
                                              --------------- --------------- --------------- --------------- --------------
<S>                                               <C>             <C>           <C>              <C>           <C>
Bank loans and long-term obligations              $ 970,242       $110,623      $  366,980       $ 177,690     $ 314,949
Capital lease obligations                             5,012          1,253           2,506           1,253             -
Operating leases                                     54,543         11,096          20,735          17,561         5,151
Other contractual obligations                        76,196         21,903          39,357          14,936             -
</TABLE>


     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 totaling $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. During 2001, we repurchased 7,283,685
shares amounting to $133.5 (including brokerage commissions). In March 2002, the
Board of Directors increased the Share Repurchase Program by $20 million. From
the Share Repurchase Program's inception on December 9, 1999 to December 31,
2001, we have repurchased 8,437,564 shares for a total amount of $154.8 million
(including brokerage commissions).

     On March 18, 2002, Molson, Inc. announced the acquisition of Kaiser, in
which the Company holds a 12.1% ownership interest. The transaction is valued at
$765 million. The Company expects that it will receive gross proceeds of
approximately $78 million from this transaction. A small portion of the proceeds
will be received in Molson shares, with the remaining amount to be received in
cash within the next 90 days. At the present time, we distribute Kaiser products
in our franchise area and the Molson, Inc. acquisition will not impact our
distribution agreement. See Note 23 of "Notes to Consolidated Financial
Statements."


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our business exposes us to many different market risks, such as
fluctuations in interest rates, currency exchange rates and commodity prices.
Consequently, we consider risk management as an essential activity in the
course of our business. We utilize hedging strategies to mitigate those risks.
Our hedging strategies may include the use of derivative instruments, such as
forwards, futures and options, generally with terms not exceeding one year.
While it is not the policy of Panamco to enter into derivative instruments for
speculative purposes, occasionally, Panamco may continue holding a derivative
instrument for speculative purposes if other business goals and strategies are
present at the time.

(1) INTEREST RATE RISK

     Our interest rate exposure generally relates to our debt obligations. We
manage our interest rate exposure by using a combination of fixed and floating
rate debt instruments. Therefore, our exposure to an increase in interest rates
results from our floating rate debt and our exposure to a decrease in interest
rates relates to the financing costs associated with our fixed rate debt.

     The following table shows our financial instruments that are sensitive to
changes in interest rates. In this table, the fair value of long-term debt shown
is based on the quoted market prices, or, when quoted market prices were not
available, the present value of future cash flows:

                                      37

<PAGE>
<TABLE>
<CAPTION>
                                                      EXPECTED MATURITY DATE                       2001                2000
                                       --------------------------------------------------  -----------------  ------------------
 <S>                                     <C>      <C>      <C>     <C>       <C>     <C>    <C>       <C>       <C>       <C>
                                                                                     There
                                         2002     2003     2004    2005      2006    after  Total     F.V. (3)  Total     F.V. (3)
                                         ----     ----     ----    ----      ----    -----  -----     --------  -----     --------
 INTEREST RATE RISK
 (Amounts in equivalent millions
    of U.S. dollars)

 Fixed Rate Debt (1)
 -------------------
   -  In U.S. dollars                    $  6.8   $150.3   $    -  $    -   $    -   $300.0  $ 457.1  $  483.6  $  512.4  $  513.9
      Weighted average interest rate       4.1%     8.1%        -       -        -     7.3%
   -  In Brazilian reals                 $  1.5   $  0.1        -       -        -        -  $   1.6  $    1.5  $    2.3  $    2.1
      Weighted average interest rate       9.0%    10.1%        -       -        -        -
   -  In Guatemalan quetzals             $  2.4   $  0.7   $  0.8  $  0.6        -        -  $   4.5  $    4.4  $    5.2  $    5.1
      Weighted average interest rate      15.6%    15.0%    15.0%   15.0%        -        -
   -  In Colombian pesos                 $ 17.1        -        -       -        -        -  $  17.1  $   17.1         -         -
      Weighted average interest rate      12.4%        -        -       -        -        -
   -  In Mexican UDIS                         -        -        -       -   $127.0        -  $ 127.0  $  136.3         -         -
      Weighted average interest rate          -        -        -       -     8.6%        -

 Floating Rate Debt (2)
----------------------
   -  In U.S. dollars (4)                $ 30.8   $ 75.4   $ 86.0  $  1.3        -        -  $ 193.5  $  193.5  $  581.8  $  583.7
      Weighted average interest rate       4.0%     4.7%     2.9%    5.4%        -        -
   -  In Colombian pesos (5)                  -        -        -  $ 28.7   $ 19.6   $ 14.9  $  63.2  $   63.2  $   29.1  $   29.1
      Weighted average interest rate          -        -        -   11.6%    10.7%    11.7%
   -  In Mexican pesos (5)               $ 51.0   $ 51.0        -       -        -        -  $ 102.0  $  102.0  $  115.2  $  115.2
      Weighted average interest rate       8.0%     8.0%        -       -        -        -
   -  In Brazilian reals (5)                  -        -        -       -        -        -        -         -  $    7.8  $    7.8
      Weighted average interest rate          -        -        -       -        -        -
   -  In Costa Rican colon (5)           $  1.0   $  1.2   $  1.5  $  0.5        -        -  $   4.2  $    4.2         -         -
      Weighted average interest rate      17.5%    17.5%    17.5%   17.5%        -        -

                                         ------   ------   ------  ------    -----   ------  -------  --------  --------  --------
        Total debt                       $110.6   $278.7   $ 88.3  $ 31.1   $146.6   $314.9  $ 970.2  $1,005.9  $1,253.8  $1,256.9
                                                                                             =======  ========  ========  ========
        Less bank loans                  $ 35.2
                                         ------
        Total 2002 long-term debt        $ 75.4
                                         ======
-------------------

(1)  Fixed interest rates are weighted averages as contracted by us.
(2)  Floating interest rates are based on market rates as of December 31,
     2001, plus the weighted-average spread for us.
(3)  F.V. = Fair Value
(4)  Market interest rates are based on the U.S. dollar LIBOR curve.
(5)  Market rates are based on the country benchmark or LIBOR and assume a
     flat yield curve.
</TABLE>

     Panamco had a floating-to-fixed interest rate swap (the "Swap"), expiring
in November 2002, with a total notional amount outstanding at December 31,
2001 of $250.0 million, which exchanges LIBOR for a fixed interest rate of
6.437%. Upon adoption of Statement of Financial Accounting Standards ("SFAS")
No. 133, Panamco designated the Swap as a cash flow hedge. During 2001,
Panamco determined that it was probable that the original forecasted
transaction would not continue through the expiration of the Swap. Therefore,
Panamco reclassified $12.2 million of unrealized losses related to the Swap
from accumulated other comprehensive income to other expense, net in Panamco's
statement of operations. The fair value of the Swap was $10.4 million as of
December 31, 2001.


(2) Foreign Exchange Risk

     Our currency exchange risk is generally related to the potential
devaluation of the U.S. dollar against the Latin American currencies used in the
countries in which we have operations. In each country where we operate, our
sales are in local currencies, while our debt is mostly in U.S. dollars.
Therefore, foreign currency exchange exposure relates primarily to our debt
obligations in U.S. dollars, which are shown in the previous interest rate risk
table.

     To mitigate the impact of currency exchange rates fluctuations, we may
enter into foreign exchange forward contracts with financial institutions in
order to lock in the exchange rates for anticipated transactions. On
December 28, 2001, Panamco entered into foreign currency forward purchase
contracts, expiring in 2002, with total notional amounts of approximately
$23.5 million, which exchange Brazilian reales for U.S. dollars. As of
December 31, 2001, the fair value of these foreign currency forward purchase
contracts was zero.

                                      38
<PAGE>


(3) Commodity Price Risk

     Our largest exposure to commodity price fluctuations is for sugar. As a
risk management practice, we may utilize both futures and options contracts to
hedge against an increase in the price of sugar. As of December 31, 2001,
although we did not hold a material hedging position for sugar, Panamco had
call options outstanding to purchase 4,000 metric tons of sugar for a total
cost of $18 thousand. The fair value of these options was $30 thousand as of
December 31, 2001. Because inventories of sugar are of a short-term nature,
they are not included in this market risk disclosure. See Note 11 of "Notes to
Consolidated Financial Statements."


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Attached hereto beginning at page F-1 and filed as a part of this Form
10-K are the financial statements required by Regulation S-X and the
supplementary data required by Regulation S-K.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     No disagreements with accountants on any matter of accounting principles
or practices or financial statement disclosure have been reported on a Form
8-K within the twenty-four months prior to the date of the most recent
financial statement.


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Our Board of Directors presently consists of 12 members, whose terms are
divided into three classes as set forth below. Coca-Cola currently has the
contractual right to designate three nominees for election to the Board and
currently designates Messrs. Fayard and Schimberg to the Board. Venbottling
presently has contractual rights to designate Gustavo A. Cisneros and Oswaldo
J. Cisneros for election to the Board. All directors are elected for
three-year terms.

     The following table sets forth at March 15, 2002, the names and country
of citizenship of the members of our Board, their tenure as directors and the
year in which their next term will expire:

                                             Country of      Director     Term
Name                                         Citizenship      Since      Expires
----                                         -----------     --------    -------
Gustavo A. Cisneros......................   Venezuela          1997       2003
Oswaldo J. Cisneros......................   Venezuela          1997       2003
William G. Cooling.......................   Canada             1994       2004
Gary P. Fayard...........................   U.S.A.             2001       2002
Luiz Fernando Furlan.....................   Brazil             1994       2003
Craig D. Jung............................   U.S.A.             2002       2004
Wade T. Mitchell.........................   U.S.A.             1986       2004
James J. Postl...........................   Canada             2000       2002
Henry A. Schimberg.......................   U.S.A.             2000       2002
Houston Staton...........................   Colombia           1997       2002
Stuart A. Staton.........................   U.S.A.             1997       2004
Woods W. Staton Welten...................   Colombia           1982       2003

                                      39


<PAGE>


     The following table sets forth the names, ages and tenures of our
executive officers:


<TABLE>
<CAPTION>

                                                                                                             Years with
Name                                   Age                         Position                        Since       Panamco
----                                   ---                         --------                        -----     ----------
<S>                                    <C>    <C>                                                  <C>       <C>
William G. Cooling................      57    Chairman of the Board and Chief Executive Officer    2000          8
Henry A. Schimberg................      69    Vice Chairman of the Board                           2000          2
Craig D. Jung.....................      47    President and Chief Operating Officer                2002          1
Mario Gonzalez Padilla............      43    Vice President, Chief Financial Officer,             2002          1
                                              Treasurer and Assistant Secretary

Annette Franqui...................      40    Vice President--Corporate Finance**                  2001          1
Carlos Hernandez-Artigas..........      38    Vice President--Legal and Secretary                  1994          8
Ruben Pietropaolo.................      51    Vice President--North Latin American Division        2002          3
                                              (Mexico and Central America, known as NOLAD),
                                              (President of Panamco Mexico and Panamco Central
                                              America)*
Moises Morales....................      42    Vice President--Venezuelan Operations (President     1999          6
                                              of Panamco Venezuela)
Roberto Ortiz.....................      46    Vice President--Colombian Operations (President of   1998          8
                                              Panamco Colombia)

Paulo Sacchi......................      55    Vice President--Brazilian Operations (President of   2002          6
                                              Panamco Brazil)
____________________
*    The North Latin American Division (NOLAD), created in February 1999, incorporates Mexico, Guatemala, Nicaragua
     and Costa Rica operations.
**   Not an officer for purposes of Panamanian law.

</TABLE>

Officers are elected by our Board of Directors annually, and serve at the
pleasure of the Board of Directors.

     The backgrounds of the directors and the executive officers and such
other members of management of the Company are described below:

     Mr. Gustavo A. Cisneros was elected a director of the Company in June
1997. Mr. Cisneros is Chairman and Chief Executive Officer of the Cisneros
Group of Companies, an organization that includes more than 50 companies in
Latin America, Europe and the United States. Mr. Cisneros is a founding member
of the International Advisory Board of the Council on Foreign Relations in New
York, a former director of the International Advisory Committee of The Chase
Manhattan Bank and a director of the Chairman's Council of the Americas
Society as well as a member of the International Advisory Council of the
United States Information Agency, the Board of Overseers of the International
Center for Economic Growth, the International Advisory Board of Power
Corporation of Canada and the International Advisory Board of Gulfstream
Aerospace Corporation. Mr. Cisneros sits on the Board of Directors of
Georgetown University, the International Advisory Board of Columbia
University, America Online Latin America, Evenflo Co., Inc., Univision
Communications, Inc., and is a Trustee of The Rockefeller University in New
York. Mr. Cisneros is the cousin of Oswaldo J. Cisneros.

     Mr. Oswaldo J. Cisneros was elected a director of the Company in June
1997. Until late 2000, he was President of Telcel Cellular, C.A., the largest
private cellular communications company in Venezuela, a company that he
founded in partnership with Bellsouth International. He was the Chairman of
Panamco Venezuela until May 1997. Mr. Cisneros is President and owner of
Central Azucarero Portuguesa, a modern and productive sugar mill, President of
Puerto Viejo Marina & Yacht Club and Director of Produvisa (Glass
Manufacturing Co.). Mr. Cisneros is the cousin of Gustavo A. Cisneros.

                                      40


<PAGE>


     Mr. William G. Cooling was elected Chairman of the Board and Chief
Executive Officer in October 2000. Mr. Cooling was first elected as a director
of the Company in January 1994. He was Senior Executive Vice President of The
Colgate-Palmolive Company and Chief of Operations, Specialty Marketing and
International Business Development, from 1992 to 1996. For five years prior to
1992, Mr. Cooling served as Executive Vice President and Chief Technological
Officer of The Colgate-Palmolive Company. Mr. Cooling is a partner in Atlantic
Capital Partners LLC, a venture capital company.

     Mr. Gary P. Fayard was elected a director of the Company in February 2001
in replacement of Mr. Timothy J. Haas who resigned in January 2001. Mr. Fayard
is Senior Vice President and Chief Financial Officer of The Coca-Cola Company.
Mr. Fayard joined The Coca-Cola Company in April 1994 as Deputy Controller and
was elected Vice President and Controller in July 1994. He was elected to his
current position in December 1999. Prior to joining The Coca-Cola Company, Mr.
Fayard served 19 years with Ernst & Young LLP, concluding his service there as
a partner. Mr. Fayard is a member of the Board of Directors of Coca-Cola
Enterprises, Inc.

     Mr. Luiz Fernando Furlan was elected a director of the Company in May
1994. Mr. Furlan has been Chairman of Sadia S.A., the largest Brazilian food
processing conglomerate, since 1993. For more than five years prior to 1993,
Mr. Furlan served as Executive Vice President, director and secretary of the
board of directors of Sadia S.A. He is also the President of the ABEF
Brazilian Chicken Producers and Exporters Association Companies and Vice
President and head of the foreign trade department of the Federation of
Industries in the State of Sao Paulo.

     Mr. Craig D. Jung was elected a director and President and Chief
Operating Officer of the Company in March 2002. From October 2000 to joining
the Company, Mr. Jung was the Chief Executive Officer of eOriginal, Inc., an
e-commerce company. From July 1997 to October 1999, he served as the Chief
Operating Officer of the Pepsi Bottling Group. From October 1996 to June 1997,
Mr. Jung was the General Manager of South America and the Caribbean for the
Pepsi-Cola Company. Mr. Jung also serves on the Board of Directors of J.M.
Huber Corporation.

     Mr. Wade T. Mitchell was first elected a director of the Company in June
1986. Mr. Mitchell is retired. Prior to January 1994, he was an Executive Vice
President of SunTrust Bank, Atlanta, Georgia, for more than five years.

     Mr. James J. Postl was elected a director of the Company in July 2000.
Mr. Postl is President and Chief Executive Officer of Pennzoil-Quaker State
Company. Mr. Postl joined Pennzoil-Quaker State Company in October 1998 as
President and Chief Operating Officer. He was elected to his current position
in May 2000. Prior to joining Pennzoil-Quaker State Company, Mr. Postl served
as President of Nabisco Biscuit Company from 1996 to 1998. Prior to joining
Nabisco Mr. Postl held a variety management positions with PepsiCo, Inc. over
a 19-year period.

     Mr. Henry A. Schimberg was elected a director of the Company in May 2000.
Until the end of 1999, Mr. Schimberg served as President and Chief Executive
Officer of Coca-Cola Enterprises Inc. Mr. Schimberg served as President and a
director of Coca-Cola Enterprises Inc. since December 1991. He served as Chief
Operating Officer from December 1991 until April 1998, when he became Chief
Executive Officer. Mr. Schimberg has served on the board of Coca-Cola
Enterprises as well as the boards of numerous state soft drink associations
and the Canada-United States Fulbright program. Mr. Schimberg serves on the
board of directors of Coca-Cola Amatil Limited and Coca-Cola HBC S.A.

     Mr. Houston Staton was elected a director of the Company in 1997. For
more than four years prior to April 1997, he served on the Advisory Board of
Panamco. He has been a director of 3 Points Technology, Inc. since May 1996.
From 1992 through September 1995, Mr. Staton was an owner-operator of
McDonald's in Caracas, Venezuela. He is the brother of Woods W. Staton Welten
and the cousin of Stuart A. Staton.

     Mr. Stuart A. Staton was elected a director of the Company in 1997. He
has previously served as Vice President-Investor Relations and Executive
Assistant to the President of the Company. For more than three years prior to
June 1990, Mr. Staton served as Executive Assistant to the President of
Panamco Brazil, and, from 1980 to 1986, he served in various capacities in
Panamco Mexico. He is the cousin of Houston Staton and Woods W. Staton Welten.

                                      41


<PAGE>


     Mr. Woods W. Staton Welten was first elected a director of the Company in
1982. Mr. Staton Welten was the Vice President of Marketing for Panamco
Colombia from 1980 to 1982 and has been the President of Arcos Dorados S.A.,
the Argentinean joint venture of McDonald's Corporation, since 1984. He is the
brother of Houston Staton and the cousin of Stuart A. Staton.

     Mr. Paulo J. Sacchi has been with Panamco for over ten years. He was
appointed Vice President - Brazilian Operations and President of Panamco
Brazil in March 2002. From 1998 to March 2002, he was Panamco's Chief
Financial Officer. He previously served as Vice-President-Operations of
Panamco Brazil, and prior to that as Vice President - Strategic Planning and
Vice President-Operations.

     Mr. Mario Gonzalez Padilla was elected Vice President, Chief Financial
Officer and Treasurer in March 2002. From 1998 to 2002, Mr. Gonzalez was Chief
Financial Officer of Transportation Ferroviaria Mexicana, a railroad and
logistics company. From 1995 to 1997, he was corporate comptroller of Grupo
TMM, a maritime and ground transportation company. From 1983 to 1992, he
served in a number of finance positions with Dow Chemical Company.

     Ms. Annette Franqui joined the Company as Vice President-Corporate
Finance in March 2001. Prior to joining the Company, Ms. Franqui was the
Co-Founder and President of Obsidiana, an online destination for Spanish and
Portuguese speaking women. From 1994 to 2000 and from 1986 to 1989, Ms.
Franqui served in a number of positions with J.P. Morgan, including Managing
Director in charge of the Latin American Equities Research Group. From 1989 to
1994, Ms. Franqui was a vice-president with Goldman Sachs.

     Mr. Carlos Hernandez-Artigas was elected Secretary of the Company in
November 1993 and Vice President-Legal in January 1994. From 1992 to October
1993, he was an associate at the law firm Fried, Frank, Harris, Shriver &
Jacobson in New York City.

     Mr. Ruben Pietropaolo was elected Vice President - NOLAD Operations and
President of Panamco NOLAD in February 2002. From March 1998 to January 2001,
Mr. Pietropaolo served as a division head with Citibank in corporate banking
Latin America and then in Global Consumer Banking in Central Asia Pacific.
From May 1995 to February 1998, Mr. Pietropaolo was an executive officer of
Panamco where he was promoted from the President of Panamco Colombia to
President of Panamco's Andean division. Mr. Pietropaolo also has 15 years
experience in a number of officer's positions with PepsiCo International.

     Mr. Moises Morales was appointed Vice President-Venezuela Operations and
President of Panamco Venezuela in January 1999. From December 1996 to
September 1998 he was President of Panamco Costa Rica and from September 1998
to January 1999 he was President of Panamco Central America and Vice
President-Central America Operations. He has over 15 years' experience in the
Coca-Cola system in Mexico. He also served as regional manager in the Panamco
Colombia operations.

     Mr. Roberto Ortiz was elected Vice President-Colombian Operations and
President of Panamco Colombia in September 1998. From September 1993 until May
1997, he served as Vice President-Operations of Panamco Colombia. Before
joining Panamco Colombia, he served in Coca-Cola de Colombia as Marketing
Operations Manager and Director for more than 15 years.

DIRECTORS FEES

     Directors of the Company other than the Chief Operating Officer receive
annual directors' fees of $35,000 and $1,000 per diem for attendance at Board
of Directors and committee meetings. Committee chairmen also receive $3,000
per year.

COMPLIANCE WITH SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING

     The Securities Exchange Act of 1934 requires the Company's directors,
executive officers and any person owning more than 10% of the Company's Class
A common stock to file reports with the Securities and Exchange

                                      42


<PAGE>


Commission regarding their ownership of the Company's stock and any changes in
such ownership. Based on our review of the copies of these reports and
certifications given to us, we believe that the Company's executive officers,
directors and 10% shareholders complied with their filing requirements for 2001,
with the exception that Mr. Fayard's initial report on Form 3 was not filed on a
timely basis.


ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

     The following table summarizes for the fiscal years ended December 31,
2001, 2000 and 1999, all compensation awarded to, earned by, or paid to (i) the
Chief Executive Officer and (ii) the four most highly compensated executive
officers other than the Chief Executive Officer of the Company who were serving
in executive officer capacities at the end of December 2001.

<TABLE>
                                              SUMMARY COMPENSATION TABLE
<CAPTION>
                                                          ANNUAL COMPENSATION                    LONG-TERM COMPENSATION
                                                 -------------------------------------- -------------------------------------
                                                                            OTHER                     SECURITIES
                                                                            ANNUAL         RESTRICTED  UNDERLYING  ALL OTHER
                                                                            COMPEN-          STOCK    OPTIONS/SAR  COMPEN-
NAME AND PRINCIPAL POSITION               YEAR     SALARY ($)   BONUS ($)   SATION ($)     AWARDS ($)   AWARDS     SATION ($)
--------------------------------------------------------------------------------------- -------------------------------------
<S>                                       <C>      <C>          <C>        <C>             <C>       <C>           <C>
William G. Cooling                        2001     $   -        $   -      $     -         $   -             -     $      -
   Chairman of the Board and              2000         -            -            -            (3)    350,000(4)           -
   Chief Executive Officer

Henry A. Schimberg                        2001         -            -            -             -             -            -
   Vice Chairman of the Board             2000         -            -            -            (3)    250,000(4)           -

Paulo J. Sacchi                           2001      343,957      208,800    229,135(1)         -      65,000        17,475(2)
   Senior Vice President,                 2000      325,000       27,600    224,600            -      64,320        18,135(2)
   Chief Financial Officer and            1999      325,000       76,500         -             -      74,400        21,654(2)
   Treasurer

Carlos Hernandez-Artigas                  2001      256,800      139,200    202,298            -      35,000        11,967(2)
   Vice President - Legal and Secretary   2000      228,000       13,600    226,033            -      25,900        12,358(2)
                                          1999      228,000       51,700         -             -      25,000        11,762(2)

Annette Franqui                           2001      208,095      199,500         -             -      80,000               -
   Vice President - Corporate Finance
------------------

(1)  Other Annual Compensation for Mr. Sacchi includes housing allowance of $59,401 in 2001.
(2)  All Other Compensation includes a matching pension contribution by the Company to the Company's non-qualified pension plan.
(3)  On November 10, 2000, when the closing price of the Class A Common Stock on the New York Stock Exchange was $14.25 per
     share, the Company granted 400,000 and 300,000 shares of nonvested stock to the Chairman and Chief Executive Officer and
     the Vice Chairman, respectively. By the terms of the restricted stock, one-third of the shares vested in July 2001 as a
     result of the share price exceeding the grant date share price by $5.00 for the required period of time. Pursuant to the
     restricted stock agreement, as amended, an additional one-third of the shares will vest if the share price exceeds the
     grant date share price by $10.00 or more on or before the fifth anniversary of the grant date, and the remaining one-third
     will vest in the event that the share price equals or exceeds the grant date share price by $15.00 or more on or before the
     sixth anniversary of the grant date. The holders are entitled to dividends on the entire amount of the restricted stock.
     Non-vested shares shall be forfeited to the extent that they do not vest by the applicable expiration date. In connection
     with the July 2001 vesting of the restricted stock, the Company loaned $776,756 and $801,335 to Mr. Cooling and Mr.
     Schimberg, respectively, which is the amount of their tax withholding triggered by the restricted stock vesting. Such loans
     bear an annual interest rate of five percent and mature on the earlier of June 2006 or 30 days following termination of
     employment.
(4)  On November 10, 2000, when the closing price of the Class A Common Stock on the New York Stock Exchange was $14.25 per
     share, the Company granted 350,000 and 250,000 options, respectively, to the Chairman and CEO and the Vice Chairman at an
     exercise price of $14.25 per share. These options vested 50% upon issuance and 50% one year thereafter.
</TABLE>

                                      43


<PAGE>


OPTION GRANTS


     The table below sets forth information concerning stock options granted
to the executive officers named in the "Summary Compensation Table" during the
year ended December 31, 2001:


<TABLE>


                                               OPTION/SAR GRANTS IN 2001
<CAPTION>

                               NUMBER OF SECURITIES       % OF TOTAL
                                    UNDERLYING         OPTIONS/SARS GRANTED     EXERCISE OR                           GRANT DATE
                               OPTIONS/SARS GRANTED       TO EMPLOYEES IN       BASE PRICE                          PRESENT VALUE
NAME                                    (#)                 FISCAL YEAR       ($/SHARE)        EXPIRATION DATE         ($)(2)
--------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                    <C>              <C>              <C>

William G. Cooling                       3,619(1)                  0.4%           $ 16.09         11/08/11            $ 23,379
Henry A. Schimberg                       3,619(1)                  0.4%             16.09         11/08/11              23,379
Paulo J. Sacchi                         65,000(1)                  6.5%             16.09         11/08/11             419,900
Carlos Hernandez-Artigas                35,000(1)                  3.5%             16.09         11/08/11             226,100
Annette Franqui                         40,000(1)                  4.0%             16.09         11/08/11             258,400
Annette Franqui                         40,000(1)                  4.0%             17.84         04/09/11             299,200
</TABLE>

-------------------

(1)  These options were made pursuant to the "Employee Stock Option Plan"
     under which the options vest over a three-year period. Options expire ten
     years from the date of issuance.

(2)  The present value of the options is based on the Black-Scholes option
     valuation model, whereby the weighted-average fair value at date of grant
     for options with an exercise price of $16.09 was $6.46 and the options
     with an exercise price of $17.84 was $7.48. The weighted-average
     assumptions for stock options granted during 2001 using the Black-Scholes
     option valuation model were: (i) risk-free interest rate of 3.90%, (ii)
     dividend yield of 1.40%, (iii) expected volatility of 40.5%, and (iv)
     expected option term life of 6.4 years.


                                      44


<PAGE>


OPTION EXERCISES AND YEAR-END VALUES

     The table below sets forth information concerning the exercise of
stock options by the executive officers named in the "Summary Compensation
Table" during the year ended December 31, 2001 and the value of unexercised
options as of December 31, 2001:

<TABLE>
<CAPTION>

                                         AGGREGATE OPTION/SAR EXERCISES IN 2001
                                              AND FY-END OPTION/SAR VALUES

                                                                                                  VALUE OF UNEXERCISED
                                                                NUMBER OF SECURITIES         IN-THE-MONEY OPTIONS/SARS AT
                                  SHARES                       UNDERLYING UNEXERCISED        FY-END ($) (BASED ON $14.86
                                ACQUIRED ON      VALUE        OPTIONS/SARS AT FY-END (#)       PER SHARE) EXERCISABLE/
NAME                            EXERCISE (#)   REALIZED ($)  EXERCISABLE / UNEXERCISABLE             UNEXERCISABLE
---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>           <C>                             <C>
William G. Cooling                     0             0             355,549 / 4,893                 $213,608 / $217
Henry A. Schimberg                     0             0             250,636 / 4,893                   152,608 / 217
Paulo J. Sacchi                        0             0           155,240 / 109,880                  18,525 / 7,718
Carlos Hernandez-Artigas               0             0            113,899 / 60,599                   6,355 / 2,970
Annette Franqui                        0             0                  0 / 80,000                       0 / 0

</TABLE>


INTERNATIONAL PENSION PLAN

     The following table sets forth the annual retirement benefits that may be
paid to a total of 24 executives of the Company (including two of the named
executives officers listed in the Summary Compensation Table) that are
participants in the Company's International Pension Plan, a non-qualified
plan. To vest, the executive must have 10 years of service with the Company
and retire after age 55. Benefits are payable at age 65 based on an
executive's average annual salary and bonus for the 3 years preceding
retirement. The Company, at its option, may make a lump sum distribution to an
employee at retirement in lieu of annual benefits described in this table.
Reduced benefits are applicable for early retirement starting at age 55. The
years of credited service for Mr. Sacchi are 16.5 years and for Mr.
Hernandez-Artigas are 8 years.

                                      45


<PAGE>


<TABLE>
<CAPTION>
                                           PENSION PLAN TABLE

                                 YEARS OF CREDITED SERVICE WITH THE COMPANY
                      ----------------------------------------------------------------
     REMUNERATION       15 YEARS     20 YEARS     25 YEARS     30 YEARS     35 YEARS
     ---------------- ------------ ------------ ------------ ------------ ------------
<S>                   <C>          <C>          <C>          <C>          <C>

           $100,000     $ 12,000     $ 16,000     $ 20,000     $ 24,000     $ 28,000
            200,000       24,000       32,000       40,000       48,000       56,000
            300,000       36,000       48,000       60,000       72,000       84,000
            400,000       48,000       64,000       80,000       96,000      112,000
            500,000       60,000       80,000      100,000      120,000      140,000
            600,000       72,000       96,000      120,000      144,000      168,000
            700,000       84,000      112,000      140,000      168,000      196,000
</TABLE>


     Cash Bonus Plan. We have adopted a short-term incentive plan (the "Bonus
Plan"), pursuant to which key executives of the Company and subsidiaries may
receive bonus compensation based on Company performance, as determined by the
Compensation Committee of the Board of Directors (the "Committee"). Under the
amended Bonus Plan, effective as of January 1, 2002, each participant is
assigned a target award expressed as a percentage of base salary in varying
amounts (which do not exceed 60% of base salary). The actual award will be based
on Company performance, and will vary from 0% to 300% of the target award, on
the basis of the relationship between actual performance of the participant's
"Economic Unit" (that is, the Company or Panamco Mexico, Panamco Colombia,
Panamco Brazil, Panamco Venezuela, Panamco Costa Rica, Panamco Nicaragua and
Panamco Guatemala) and projected performance. For purposes of evaluating
Economic Unit performance, the Committee will compare actual revenues, cash
operating profit, net income and free cash flow to projected amounts. The target
award for Ms. Franqui and Messrs. Sacchi and Hernandez is 35%, 50% and 40%
respectively. Messrs. Coolilng and Schimberg do not participate in the Bonus
Plan.

     The Committee has the authority to select participants and to establish
target awards and performance measures. The Committee may amend, suspend or
terminate the Bonus Plan at any time.

     Equity Incentive Plan. We have an Equity Incentive Plan (the "Equity
Incentive Plan"), the purpose of which is to further the growth, development and
financial success of the Company by providing incentives to selected employees.
Pursuant to the Equity Incentive Plan, options (including incentive stock
options) to purchase shares of Class A Common Stock and restricted stock awards
with respect to Class A Common Stock may be granted. A total of 14,200,000
shares of Class A Common Stock (subject to adjustment upon certain events) is
available for grant although no individual may receive options to purchase more
than 200,000 shares of Class A Common Stock within any calendar year. The Equity
Incentive Plan is administered by the Committee. The Committee determines the
terms and conditions of all grants, subject to certain limitations set forth in
the plan. In 2001, we granted options to purchase 1,004,738 shares of Class A
Common Stock under the Equity Incentive Plan and 1,029 shares of restricted
stock.

     Stock Option Plan for Nonemployee Directors. We have a Stock Option Plan
for Nonemployee Directors (the "Stock Option Plan for Nonemployee Directors"),
the purpose of which is to attract and retain the services of experienced and
knowledgeable nonemployee directors. The Stock Option Plan for Nonemployee
Directors provides each nonemployee director with an option to purchase a
specified number of shares of Class A Common Stock. A total of 190,000 shares of
Class A Common Stock is available for grant. The Stock Option Plan for
Nonemployee Directors is administered by the Board of Directors or a
subcommittee thereof. The Board of Directors has the discretion to amend,
terminate or suspend the Stock Option Plan for Nonemployee Directors at any
time. All options granted under the Stock Option Plan for Nonemployee Directors
expire 10 years from the date of issuance. In 2001, we granted each nonemployee
director options to purchase 3,619 shares of Class A Common Stock of an exercise
price of $16.09.

     As of December 31, 2001, the total number of shares of Class A Common Stock
underlying outstanding options granted under the Equity Incentive Plan and under
the Stock Option Plan for Nonemployee Directors (after giving effect to

                                      46

<PAGE>


the two-for-one stock split effected on March 31, 1997) was 7,354,002 shares.


EMPLOYMENT AGREEMENTS

     The Company has compensation arrangements or employment agreements with
certain of the executive officers named in the "Summary Compensation Table."

     Messrs. Cooling and Schimberg. In November 2000, we entered into
employment agreements with Messrs. Cooling and Schimberg that provide for a
one-year term with automatic renewals for additional six-month terms. Pursuant
to the employment agreements, we granted Messrs. Cooling and Schimberg the
equity awards described in the "Summary Compensation Table" and "Options/SAR
Grants in 2001" table. Commencing in 2002, Messrs. Cooling and Schimberg will
be entitled to receive a cash bonus of up to $1,000,000 and $400,000,
respectively, if certain performance targets are attained.

     Mr. Sacchi. In connection with Mr. Sacchi's appointment as the President
of Panamco Brazil and the Company's Vice President--Brazilian operations in
February 2002, we entered into a employment agreement with Mr. Sacchi and
terminated his previous employment agreement with the Company. The new
agreement provides for an annual base salary of $400,000 and expires on
December 31, 2002. If Mr. Sacchi's employment is terminated upon a "change in
control" or "without cause" (as defined in the employment agreement), he will
be entitled to his base salary and bonus through the end of the term of the
employment agreement.

     Mr. Hernandez-Artigas. In October 1999, we entered into an employment
agreement with Mr. Hernandez-Artigas that provides for a three-year term with
an automatic one-year renewal. The agreement provides for a minimum annual
salary of $228,000 and participation in any pension, profit-sharing, vacation,
insurance, hospitalization, medical health, disability and other employee
benefit or welfare plan, program or policy that the Company may adopt, subject
to eligibility and participation provisions set forth in the plan or program.
The agreement contains provisions for severance payments and benefits if the
Company terminates the executive's employment for reasons other than cause (as
defined in the agreement), or if the executive terminates his employment for
"good reason" (as defined in the agreement). The agreement also contains
provisions for severance payments and benefits if, after a change in control
of the Company, the executive's employment is terminated other than for cause
or if the executive terminates his employment for good reason. The agreement
has a clause which prohibits the executive, for two years following the
termination of employment other than by the Company without cause or by the
executive for good reason, from competing directly or indirectly with the
Company or disclosing proprietary or confidential information.

OTHER COMPENSATION MATTERS

     In connection with Mr. Alejandro Jimenez' December 2001 retirement as
President, Chief Executive Officer and director of the Company, we paid Mr.
Jimenez certain amounts pursuant to his employment agreement and an Employment
Termination and General Release, dated December 28, 2001, including (i) a lump
sum equivalent to two and one-half times his base salary and two and one-half
times his target bonus for the year 2001; and (ii) a pro rata portion of Mr.
Jimenez' incentive compensation for the year 2001. We will continue to provide
the individual benefit programs described in the employment agreement for a
period of 18 months following the end of Mr. Jimenez' employment with the
Company. All stock options granted during the term of Mr. Jimenez' employment
became fully vested. Mr. Jimenez has agreed that, for a two-year period, he
will not directly or indirectly compete with the Company or disclose
proprietary or confidential information.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The members of the Compensation Committee during 2001 were Mr. Wade T.
Mitchell, Mr. Woods W. Staton Welten, Mr. James Postl, Mr. Gustavo A.
Cisneros, and Mr. Henry Schimberg. There were no relationships with respect to
Compensation Committee interlocks and insider participation in compensation
decisions during 2001.

                                      47


<PAGE>
ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

GENERAL

     We are not directly or indirectly owned or controlled by another
corporation or by any foreign government.

     We have two classes of Common Stock and one series of Preferred Stock: the
Class A Common Stock, which currently has no voting rights, the Class B Common
Stock, which is entitled to one vote per share and the Series C Preferred Stock,
par value $0.01 per share (the "Series C Preferred Stock"), which currently has
certain rights as described in detail below. The holders of Class B Common Stock
have the exclusive power to elect the Board of Directors and to determine the
outcome of all matters to be decided by a vote of the shareholders. Class A
Common Stock will not have voting rights unless certain events occur which will
cause all outstanding shares of Class B Common Stock to be converted into shares
of Class A Common Stock, at which point each share of Class A Common Stock will
carry one vote. Such events, which may never occur, are specified in our
Articles of Incorporation. Coca-Cola is the sole holder of the Series C
Preferred Stock.

     Members of the Board of Directors and the executive officers of the Company
beneficially own 8,113,949 shares of Class B Common Stock or approximately 93.6%
of the outstanding shares of such class as of March 15, 2002, of which 5,155,052
shares are subject to the Voting Trust (as defined below).

     The following table sets forth beneficial ownership of the Class B Common
Stock as of March 15, 2001 with respect to each person known by the Company to
own beneficially more than 5% of the outstanding shares of Class B Common Stock:

<TABLE>
<CAPTION>
                                                              SHARES OF CLASS B
     OWNER                                                       COMMON STOCK        PERCENT OF CLASS
     -----                                                    -------------------    ----------------
     <S>                                                      <C>                    <C>

     Lt. Gen. Donald Colin Mackenzie, Mr. James M. Gwynn,
     Mr. Woods W. Staton Welten and Mr. Stuart A. Staton
     in the capacities as Voting Trustees under the Voting
     Trust Agreement (1)                                           5,155,052                59.4%

     Coca-Cola                                                     2,180,053                25.1%

     Venbottling Holdings, Inc.                                      778,844                 9.0%
-----------------------

(1)  Except as otherwise indicated above, each of the persons named in the table has sole voting and investment power with
     respect to the shares beneficially owned as set forth opposite such person's name. The address of the voting trustees is
     c/o The Bank of Butterfield Executor & Trustee Co. Ltd., P.O. Box HM 195, Hamilton HM GX, Bermuda. For additional
     information, see the section entitled "Voting Trust" below.

     The following table shows the number of shares of the Company Class A and
Class B Common Stock beneficially owned on March 15, 2002, by the directors,
the individuals named in the "Summary Compensation Table" and all directors
and current executive officers as a group:
</TABLE>

<TABLE>
<CAPTION>
                                              STOCK OWNERSHIP TABLE
-------------------------------------------------------------------------------------------------------------
                                                                                        PERCENT OF SHARES
NAME OF BENEFICIAL OWNER                          SHARES BENEFICIALLY OWNED (1)            OUTSTANDING
----------------------------------------------  -----------------------------------  ------------------------
<S>                                             <C>                                  <C>
Gustavo A. Cisneros........................                     3,866,500                       3.2%
Oswaldo J. Cisneros........................                     3,774,414                       3.1%
William G. Cooling.........................                       592,311                          *
Gary Fayard................................                             -                          *
Luiz Fernando Furlan.......................                        32,216                          *
Craig D. Jung..............................                             -                          *
Wade T. Mitchell...........................                       174,495                          *
James J. Postl.............................                         2,470                          *
Henry A. Schimberg.........................                       353,278                          *
Houston Staton.............................                     4,039,416                       3.3%
Stuart A. Staton...........................                       228,497                          *
</TABLE>

                                      48
<PAGE>
<TABLE>
<CAPTION>
<S>                                             <C>                                  <C>
Woods W. Staton Welten.....................                     4,273,796                       3.5%
Paulo J. Sacchi............................                       155,250                          *
Carlos Hernandez-Artigas...................                       114,199                          *
Annette Franqui............................                        13,333                          *
Directors and Executive Officers
   as a Group (19 persons).................                    17,901,337                      14.7%
----------------------

*    Less than 1% of the outstanding shares of Class A and Class B Common
     Stock.
(1)  The shares shown include the following shares directors and the named executive officers have the right to acquire within
     60 days through the exercise of vested stock options: Gustavo Cisneros, 2,893; Oswaldo Cisneros, 2,893; William Cooling,
     355,549; Luis Fernando Furlan, 4,913; Wade T. Mitchell, 4,913; James J. Postl, 636; Henry Schimberg, 250,636; Houston
     Staton, 5,549; Stuart A. Staton, 5,549; Woods W. Staton Welten, 4,913; Paulo J. Sacchi, 155,240; Carlos Hernandez-Artigas,
     113,899; Annette Franqui, 13,333; and for all Directors and Officers as a Group, 1,224,062.
</TABLE>


SERIES C PREFERRED STOCK

     The holder of the Series C Preferred Stock (the "Holder") is not entitled
to receive any dividends with respect to the Series C Preferred Stock and is
entitled to a preference on the liquidation, dissolution or winding-up of the
Company of $1.00. Pursuant to the Certificate of Designation for the Series C
Preferred Stock, we have agreed not to take certain actions without the approval
of the Holder, including, but not limited to: (i) certain consolidations,
mergers and sales of substantially all of our assets; (ii) any acquisition or
sale of a business (or an equity interest therein) if the purchase price or
sales price thereof, as the case may be, exceeds a material amount (as defined
therein); (iii) entry into any new significant line of business or termination
of any existing significant line of business; (iv) certain capital expenditures
and acquisitions and dispositions of property and equipment; (v) certain
transactions with affiliates (as defined); (vi) certain changes in our policy
with respect to dividends or distributions to shareholders; and (vii) certain
changes to our Articles of Incorporation or By-laws. These rights are subject to
certain exceptions and qualifications and may be suspended or terminated in
certain circumstances.

     The Holder has no voting rights except as provided for above and except for
any voting rights provided by law. The Holder is entitled to designate for
election to the Board of Directors a certain number of designees depending on
the percentage of the outstanding capital stock beneficially owned by it.

     The Holder of the Series C Preferred Stock has certain rights to purchase
additional shares of common stock issued by the Company to maintain its
proportionate interest, subject to certain exceptions and limitations.

     The Series C Preferred Stock may not be transferred to any person other
than Coca-Cola or a corporation 100% of the capital stock of which (other than
directors' qualifying shares or shares held by persons to comply with local law)
is owned, directly or indirectly, by Coca-Cola. Upon any transfer in violation
of such restrictions, the Series C Preferred Stock will convert automatically to
a share of Class A Common Stock.

     Pursuant to the investment agreement (the "Investment Agreement") dated
November 1, 1995, between us and Coca-Cola Export Corporation ("Export"), a
wholly owned subsidiary of Coca-Cola, for so long as Export is entitled to
delegate one or more individuals for election to our Board of Directors, in the
event of certain subsequent new issues of Common Stock, Coca-Cola will have the
right to purchase shares of Common Stock from us (on the terms of such new
issue) in order to maintain its economic and voting interest in Panamco. Under
certain circumstances (but not currently), Export has the right to request that
we file a registration statement so as to permit or facilitate the sale or
distribution of shares of Class A Common Stock beneficially owned by Coca-Cola.
In addition, in certain instances (but not currently), when we propose to
register under the Securities Act of 1933 shares of our Common Stock in
connection with an underwritten offer for our own account, we must offer Export
the opportunity to include in such registration statement shares of Common Stock
beneficially owned by Coca-Cola.

VOTING TRUST

     The beneficial owners of 5,155,052 shares of Class B Common Stock, who are
no longer the holders of record of such shares, representing approximately 59.4%
of the shares of such class, have entered into a Voting Trust

                                  49
<PAGE>


Agreement amended and restated as of April 20, 1993, as amended (the "Voting
Trust"), among such beneficial owners and Lt. Gen. Donald Colin Mackenzie, Mr.
James M. Gwynn, Mr. Woods W. Staton Welten and Mr. Stuart A. Staton, as the
voting trustees (the "Voting Trustees"). The Voting Trust will expire on
January 11, 2013. The Voting Trust may be amended at any time by the holders
of voting trust certificates representing 70% of the shares subject to the
Voting Trust. Under the terms of the Voting Trust, the Voting Trustees may
vote as they, in their sole discretion, deem to be in the best interests of
the holders of the voting trust certificates. However, the Voting Trustees are
not permitted to vote on any proposal for a merger, consolidation or certain
other significant transactions involving the Company, except as directed by
the individual holders of the voting trust certificates (or, if no such
direction is received, in accordance with the recommendation of our Board of
Directors). The Voting Trustees also agreed with Coca-Cola and Export (i) to
vote for Coca-Cola's designees for election to our Board of Directors and (ii)
not to take any action or cause us to take any action the effect of which
would circumvent or adversely affect or be inconsistent with any of the terms
of the Series C Preferred Stock. The Voting Trustees have also agreed with
Venbottling to vote for Venbottling's designees for election to our Board of
Directors. Certain of the Voting Trustees are directors of the Company. See
"Item 10.-- Directors and Officers of the Registrants."

     The Voting Trustees will serve for five-year terms, unless earlier
removed by the holders of voting trust certificates representing 70% of the
shares subject to the Voting Trust. The Voting Trustees are not permitted to
transfer the shares of Class B Common Stock or any other voting securities
which may be held in the Voting Trust. The Voting Trust is on file at our
registered office, Dresdner Bank, Seventh Floor, 50th Street, City of Panama,
Republic of Panama, and is available on request of the Secretary.

SHAREHOLDER AGREEMENT WITH VENBOTTLING HOLDINGS, INC.

     Pursuant to a Shareholder Agreement (the "Shareholder Agreement"), dated
May 9, 1997, entered by us and Venbottling Holdings, Inc. ("Venbottling")
Gustavo A. Cisneros and Oswaldo J. Cisneros have the right to be appointed to
our board of directors. If Venbottling ownership of the total outstanding
Common Stock of the Company decreases below 7.5%, Venbottling shall cause one
of its representatives to resign from the board of directors and if its
ownership decreases below 5% of the total outstanding Common Stock of the
Company, Venbottling shall cause its representatives to resign from the board
of directors. Venbottling has the right to request that we file a registration
statement so as to permit or facilitate the sale or distribution of shares
beneficially owned by it. Also, in certain circumstances when we propose to
register under the Securities Act of 1933 shares of our Common Stock in
connection with an underwritten offer for our own account we must offer
Venbottling the opportunity to include in such registration statement shares
of Common Stock beneficially owned by it.


ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CISNEROS FAMILY

     Many of the raw materials and supplies used in Venezuela are purchased
from companies owned by or affiliated with members of the Cisneros family, the
former owners of Panamco Venezuela, as follows:

<TABLE>

                          Entity                  Material Supplied         Amount Paid in 2001*
                         -------                  -----------------         --------------------
    <S>                                           <C>                       <C>

     Productos de Vidrio, S.A.                           Bottles                 $ 11,935
     Central Azucarero Portuguesa, C.A.                   Sugar                    49,622
     Proyectos PET C.A.                                    PET                     16,031
     Gaveras Plasticas Venezolanas, C.A.              Plastic cases                   608
     C.A. Cerverceria Regional                             Beer                    14,355

     *  Stated in thousands of U.S. dollars
</TABLE>

We believe the terms of such arrangements are no less favorable to us
than those that could be obtained from independent third parties.

                                      50


<PAGE>


FRANCHISE ARRANGEMENTS

     Coca-Cola (or its subsidiaries) has entered into exclusive Bottling
Agreements with each of our Bottlers. The Bottling Agreements expire on
various dates. In 1995, we and Coca-Cola agreed that all bottling agreements
of our Mexican subsidiaries will have a uniform term ending in 2005, renewable
for additional ten-year terms. In general, the Brazilian, Venezuelan,
Nicaraguan, Costa Rican, Guatemalan and Colombian agreements are for five-year
terms, renewable for additional five-year terms.

     The Bottling Agreements regulate the preparation, bottling and
distribution of beverages in the applicable franchise territory. The Bottling
Agreements authorize the Bottlers to use the concentrates purchased from
Coca-Cola to bottle, distribute and sell a variety of beverages under certain
brand names and in certain approved presentations and to utilize the
trademarks of Coca-Cola to promote such products.

     Coca-Cola reserves the right to market independently or license post-mix
products, although we believe that Coca-Cola will not exercise these rights as
long as we aggressively pursue the marketing of their products in our
territories. The Bottlers must purchase the concentrate from Coca-Cola and
follow Coca-Cola's exact mixing instructions. Each Bottler may purchase only
the quantities of concentrates required in connection with its business and
must use them exclusively for preparation of the beverages and for no other
purpose. The Bottlers may not sell concentrate to third parties without
Coca-Cola's consent.

     In the event of a problem with the quality of a beverage, Coca-Cola may
require the Bottler to take all necessary measures to withdraw the beverage
from the market. Coca-Cola must also approve the types of container used in
bottling and controls the design and decoration of the bottles, boxes,
cartons, stamps and other materials used in production. The agreements grant
Coca-Cola the right to inspect the products.

     The prices that Coca-Cola may charge us for concentrates are fixed by
Coca-Cola from time to time at its discretion. Coca-Cola currently charges us
a percentage of the weighted average wholesale price (net of taxes) of each
case sold to retailers within each of our franchise territories. At present,
we make payments to Coca-Cola in U.S. dollars for purchases of concentrates by
Panamco Venezuela, Panamco Nicaragua, Panamco Colombia and Panamco Guatemala.
Purchases by Panamco Mexico, Panamco Brazil and Panamco Costa Rica are
generally made in local currency. We pay no additional compensation to
Coca-Cola under the licenses for the use of the associated trade names and
trademarks. Subject to local law, Coca-Cola has the right to limit the
wholesale prices of its products.

     As it has in the past, Coca-Cola may, in its discretion, contribute to
our advertising and marketing expenditures as well as undertake independent
advertising and market activities. Coca-Cola has routinely established annual
budgets with us for cooperative advertising and promotion programs. In 2001,
Coca-Cola provided us with $36.5 million in marketing support. See Note 8 to
the "Notes to Consolidated Financial Statements."

     The Bottling Agreements require the Bottlers to maintain adequate
production and distribution facilities, quality control standards and sound
financial capacity and to meet certain reporting requirements. The Bottling
Agreements also prohibit the Bottlers from distributing Coca-Cola's products
outside their territories and from producing any other cola beverages. The
Bottling Agreements require us to obtain Coca-Cola's approval before we can
produce or distribute other nonalcoholic beverages.

     The Bottlers may not assign, transfer or pledge their Bottling
Agreements, or any interest therein, whether voluntarily, involuntarily or by
operation of law, without the prior consent of Coca-Cola. Moreover, the
Bottlers may not enter into any contract or other arrangement to manage or
participate in the management of any other bottler without the prior consent
of Coca-Cola. We may not sell or otherwise transfer ownership of any of the
Bottlers.

     Either party may terminate a Bottling Agreement in the event of a breach
by the other party, which remains uncured after 60 days. If a Bottler fails to
comply with its obligations, Coca-Cola may prohibit the production of
Coca-Cola's products until such noncompliance is corrected.

                                      51


<PAGE>

                                    PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


(a)(1), (2)   The Financial Statements and Schedule II--Valuation and
              Qualifying Accounts listed on the index on Page F-1 following
              are included herein by reference. All other schedules are
              omitted, either because they are not applicable or because the
              required information is shown in the financial statements or the
              notes thereto.

(a)(3)   Exhibits:

            Exhibit No.     Description of Exhibit
<TABLE>
<CAPTION>
                 <S>        <C>

                   3.1      Restatement of Articles of Incorporation of the Company. (incorporated herein by reference to
                            Exhibit 3.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2000, File
                            No. 1-12290).

                   3.2      Amended and Restated By-laws of the Company. (incorporated herein by reference to Exhibit 3.2 of the
                            Company's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-12290).

                   4.1      Indenture, dated as of July 11, 1997, by and between the Company and The Chase Manhattan Bank, as
                            Trustee (incorporated herein by reference to Exhibit 4.1 of the Company's Registration Statement on
                            Form F-4, File No. 333-7918).

                   4.2      Registration Rights Agreement, dated as of July 11, 1997, by and between the Company and Lazard
                            Freres & Co. LLC (incorporated herein by reference to Exhibit 4.2 of the Company's Registration
                            Statement on Form F-4, File No. 333-7918).

                   9.1      Voting Trust Agreement as amended and restated as of July 15, 1993 (incorporated herein by reference
                            to Exhibit 9.1 of the Company's Registration Statement on Form F-1, File No. 33-67978).

                  10.1      Purchase Agreement, dated July 8, 1997, between the Company and Lazard Freres & Co. LLC
                            (incorporated herein by reference to Exhibit 10.1 of the Company's Registration Statement on Form
                            F-4, File No. 333-7918).

                  10.2      Exchange Agreement, dated as of May 9, 1997, by and among the Company, Venbottling Holdings, Inc.,
                            Atlantic Industries and Embotelladora Coca-Cola y Hit de Venezuela, S.A. (incorporated herein by
                            reference to Exhibit 10.2 of the Company's Registration Statement on Form F-4, File No. 333-7918).

                  10.3      Shareholder Agreement, dated as of May 9, 1997, by and among the Company and Venbottling Holdings,
                            Inc. (incorporated herein by reference to Exhibit 10.4 of the Company's Registration Statement on
                            Form F-4, File No. 333-7918).

                  10.4      Voting Agreement, dated as of May 9, 1997, by and among Venbottling Holdings, Inc., Lt. Gen. Donald
                            Colin Mackenzie, James M. Gwynn and Woods W. Staton II, in their capacity as voting trustees, and
                            the Voting Trust created pursuant to the Voting Trust Agreement (incorporated herein by reference to
                            Exhibit 10.5 of the Company's Registration Statement on Form F-4, File No. 333-7918).

                  10.5      Voting Agreement, dated August 10, 1993, among The Coca-Cola Company and Lt. Gen. Donald Colin
                            Mackenzie, James M. Gwynn and Woods W. Staton Welton, in their capacity as voting trustees
                            (incorporated herein by reference to the Company's Registration Statement on Form F-1, File No.
                            33-67978).

                  10.6      Supplement No. 1, dated as of May 9, 1997, by and among the Company, The Coca-Cola Company and The
                            Coca-Cola Export Corporation in respect of the Amended and Restated Investment Agreement, dated as
                            of November 1, 1995, by and among the Company, The Coca-Cola Company and The Coca-Cola Export
                            Corporation (incorporated herein by reference to Exhibit 10.7 of the Company's Registration
                            Statement on Form F-4, File No. 333-7918).

                  10.7      Amended and Restated Investment Agreement, dated as of November 1, 1995, by and among the Company,
                            The Coca-Cola Company and The Coca-Cola Export Corporation (incorporated herein by reference to
                            Exhibit 10.8 of the Company's Registration Statement on Form F-4, File No. 333-7918).

                  10.8      Investment Agreement, dated August 10, 1993, among the Company, The Coca-Cola Company and The
                            Coca-Cola Export Corporation (incorporated herein by reference to Exhibit 10.7 to the Company's
                            Registration Statement on Form F-1, File No. 33-67978).


</TABLE>


                                      52

<PAGE>

<TABLE>
<CAPTION>
                 <S>        <C>

                  10.9      Stock Subscription Agreement, dated August 10, 1993, between the Company and The Coca-Cola Export
                            Corporation (incorporated herein by reference to Exhibit 10.6 of the Company's Registration
                            Statement on Form F-1, File No. 33-67978).

                 10.10      Stock Purchase Agreement, dated June 8, 1993, among the Company and the several shareholders
                            described therein (incorporated herein by reference to the Company's Registration Statement on Form
                            F-1, File No. 33-67978).

                 10.11      Letter Agreement, dated May 9, 1997, among Atlantic Industries, Venbottling Holdings, Inc. and the
                            Company (incorporated herein by reference to Exhibit 10.12 of the Company's Registration Statement
                            on Form F-4, File No. 333-7918).

                 10.12      Letter Agreement, dated May 9, 1997, between The Coca-Cola Company and the Company (incorporated
                            herein by reference to Exhibit 10.13 of the Company's Registration Statement on Form F-4, File No.
                            333-7918).

                 10.13      Letter Agreement, dated May 9, 1997, among Oswaldo Cisneros Fajardo, Gustavo Cisneros Rendiles,
                            Ricardo Cisneros Rendiles, the Company and The Coca-Cola Company (incorporated herein by reference
                            to Exhibit 10.14 of the Company's Registration Statement on Form F-4, File No. 333-7918).

                 10.14      Letter Agreement, dated May 9, 1997, between The Coca-Cola Company and Embotelladora Coca-Cola y Hit
                            de Venezuela, S.A. (incorporated herein by reference to Exhibit 10.15 of the Company's Registration
                            Statement on Form F-4, File No. 333-7918).

                 10.15      Letter Agreement, dated May 9, 1997, among Oswaldo Cisneros Fajardo, Gustavo Cisneros Rendiles,
                            Ricardo Cisneros Rendiles and the Company (incorporated herein by reference to Exhibit 10.16 of the
                            Company's Registration Statement on Form F-4, File No. 333-7918).

                 10.16      Indenture, dated as of March 1, 1996, between the Company and Chemical Bank, as Trustee, in respect
                            of the Company's 8.125% Senior Notes due 2003 (incorporated herein by reference to Exhibit 10.17 of
                            the Company's Registration Statement on Form F-4, File No. 333-7918).

                 10.17      Supplemental Indenture, dated as of March 27, 1996, between the Company and Chemical Bank, as
                            Trustee, in respect of the Company's 8.125% Senior Notes due 2003 (incorporated herein by reference
                            to Exhibit 10.18 of the Company's Registration Statement on Form F-4, File No. 333-7918).

                 10.18      Stock Purchase and Sale Agreement, dated August 14, 1997 among Maria Rosario Lacayo Gil de Graziano,
                            Maria Gabriela Cardenal Lacayo, Manuel Ignacio Lacayo Gil and the Company (incorporated herein by
                            reference to Exhibit 10.19 of the Company's Registration Statement on Form F-4, File No. 333-7918).

                 10.19      Stock Purchase Agreement, dated March 25, 1998, among Interamerican Financial Corporation, the
                            Company, Charver Incorporated and Carlos Humberto Gonzalez (incorporated herein by reference to
                            Exhibit 10.21 of the Company's Registration Statement on Form F-4, File No. 333-7918).

                 10.20      Stock Purchase Agreement for Shares, dated as of September 15, 1998, among Diecity, S.A., Dixer
                            Distribuidora de Bebidas, S.A. and Refrigerantes Do Oeste, S.A. (incorporated herein by reference to
                            Exhibit 10.1 of the Company's Form 20-F, File No. 1-12290).

                 10.21      Escrow Agreement, dated as of September 30, 1998, by and among Dixer Distribuidora de Bebidas, S.A.,
                            Yetready S.A. and Discount Bank and Trust Company (incorporated herein by reference to Exhibit 10.3
                            of the Company's Form 20-F, File No. 1-12290).

                 10.22      Credit Agreement,, dated July 18, 2000, among Panamco de Venezuela, S.A., Panamerican Beverages,
                            Inc. and Inarco International Bank, N.V. (incorporated herein by reference to Exhibit 10.28 of the
                            Company's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-12290).

                 10.23      Stock Purchase Agreement, dated December 15, 2000, between Panamerican Beverages, Inc. and Panamco
                            Mexico S.A. de C.V. (incorporated herein by reference to Exhibit 10.33 of the Company's Annual
                            Report on Form 10-K for the year ended December 31, 2000, File No. 1-12290).

                 10.24      Customer's Outsourcing Agreement, dated December 1, 2000, between Administracion S.A. de C.V. and
                            E.D.S. de Mexico S.A. de C.V. (incorporated herein by reference to Exhibit 10.34 of the Company's
                            Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-12290).

                 10.25      Customer's Outsourcing Agreement, dated December 1, 2000, between Spal Industria Brazilera de
                            Bebidas, S.A. and Electronic Data Systems do Brazil Ltda. (incorporated herein by reference to
                            Exhibit 10.35 of the Company's Annual Report on Form 10-K for the year ended December 31, 2000, File
                            No. 1-12290).

                 10.26      Customer's Outsourcing Agreement, dated December 1, 2000 between Panamco Colombia, S.A. and
                            Electronic Data Systems Colombia S.A. (incorporated herein by reference to Exhibit 10.36 of the
                            Company's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-12290).
</TABLE>


                                      53

<PAGE>

<TABLE>
<CAPTION>
                 <S>        <C>

                 10.27      Customer's Outsourcing Agreement, dated December 1, 2000, between Panamco de Venezuela, S.A. and
                            Electronic Data Systems de Venezuela "EDS" C.A. (incorporated herein by reference to Exhibit 10.37
                            of the Company's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-12290).

                 10.28      Customer's Outsourcing Agreement, dated December 1, 2000, between Embotelladora Panamco Tica, S.A.
                            and Electronic Data Systems (EDS) de Costa Rica S.A. (incorporated herein by reference to Exhibit
                            10.38 of the Company's Annual Report on Form 10-K for the year ended December 31, 2000, File No.
                            1-12290).

                 10.29      Customer's Outsourcing Agreement, dated December 1, 2000, between Panamco de Nicaragua, S.A. and
                            Electronic Data Systems (EDS) de Nicaragua y Cia. Ltda. (incorporated herein by reference to Exhibit
                            10.39 of the Company's Annual Report on Form 10-K for the year ended December 31, 2000, File No.
                            1-12290).

                 10.30      Customer's Outsourcing Agreement, dated December 1, 2000, between Embotelladora Central, S.A. and
                            Electronic Data Systems (EDS) de Guatemala S.A. (incorporated herein by reference to Exhibit 10.40
                            of the Company's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-12290).

                 10.31      Customer's Outsourcing Agreement, dated December 1, 2000, between Panamco L.L.C. Electronic Data
                            Systems Corporation. (incorporated herein by reference to Exhibit 10.41 of the Company's Annual
                            Report on Form 10-K for the year ended December 31, 2000, File No. 1-12290).

                 10.32      Employment Agreement between the Company and Carlos Hernandez-Artigas. (incorporated herein by
                            reference to Exhibit 10.43 of the Company's Annual Report on Form 10-K for the year ended December
                            31, 2000, File No. 1-12290).*

                 10.33      Employment Agreement between the Company and William G. Cooling (incorporated herein by reference to
                            Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
                            File No. 1-12290 ).*

                 10.34      Employment Agreement between the Company and Henry A. Schimberg (incorporated herein by reference to
                            Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
                            File No. 1-12290).*

                 10.35      Amendment and Waiver No. 2 to the Credit Agreement, dated as of June 4, 2001, by and among Panamco
                            de Venezuela, S.A., as borrower, Inarco International Bank, N.A., as lender and the Company as
                            guarantor (incorporated herein by reference to Exhibit 10.3 of the Company's Quarterly Report on
                            Form 10-Q for the quarter ended June 30, 2001, File No. 1-12290).

                 10.36      Guaranteed Promissory Note, dated as of June 5, 2001, by and among Panamco de Venezuela S.A., as
                            borrower, Banco Santander Hispano, S.A., as lender, and the Company, as guarantor (incorporated
                            herein by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter
                            ended June 30, 2001, File No. 1-12290).

                 10.37      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 (incorporated herein by
                            reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended
                            September 30, 2001, File No. 1-12290).

                 10.38      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 (incorporated herein by reference
                            to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
                            2001, File No. 1-12290).

                 10.39      Credit Agreement by and among the Company as Borrower, ING Bank (Mexico) Institucion de Banca
                            Multiple, ING Baring Grupo Financiero (Mexico) S.A. de C.V. as the Bank, and Panamco Mexico, S.A. de
                            C.V. and Panamco Golfo, S.A. de C.V. as the Guarantors, dated as of December 18, 2001.

                 10.40      Debt Acknowledgement and Obligor Substitution Agreement by the Company as Original Obligor, Panamco
                            Mexico, S.A de C.V. as Substitute Obligor, Panamco Golfo S.A. de C.V. as Joint Obligor and Guarantor
                            and ING Bank (Mexico) Institucion de Banca Multiple, ING Baring Grupo Financiero (Mexico) S.A. de
                            C.V. as the Bank, dated as of December 18, 2001.

                 10.41      Debt Acknowledgement and Obligor Substitution Agreement by Panamco Mexico, S.A de C.V. as Original
                            Obligor, Panamco Golfo S.A. de C.V. as Substitute Obligor and ING Bank (Mexico) Institucion de Banca
                            Multiple, ING Baring Grupo Financiero (Mexico) S.A. de C.V. as the Bank, dated as of December 18,
                            2001.

                 10.42      Credit Agreement by and among the Company as Borrower, BBVA Bancomer S.A. Institucion de Banca
                            Multiple, Grupo Financiero BBVA Bancomer S.A. as the Bank, and Panamco Mexico, S.A. de C.V. and
                            Panamco Golfo, S.A. de C.V. as the Guarantors, dated as of December 18, 2001.
</TABLE>

                                      54

<PAGE>

<TABLE>
<CAPTION>
                 <S>        <C>
                 10.43      Debt Acknowledgement and Obligor Substitution Agreement by the Company as Original Obligor, Panamco
                            Mexico, S.A de C.V. as Substitute Obligor, Panamco Golfo S.A. de C.V. as Joint Obligor and Guarantor
                            and BBVA Bancomer S.A. Institucion de Banca Multiple, Grupo Financiero BBVA Bancomer S.A. as the
                            Bank, dated as of December 18, 2001.

                 10.44      Debt Acknowledgement and Obligor Substitution Agreement by Panamco Mexico, S.A de C.V. as Original
                            Obligor, Panamco Golfo S.A. de C.V. as Substitute Obligor and BBVA Bancomer S.A. Institucion de
                            Banca Multiple, Grupo Financiero BBVA Bancomer S.A. as Bank, dated as of December 18, 2001.

                 10.45      US$ 130 Million Second Amended and Restated Credit Agreement entered by and among the Company as
                            Borrower, the financial institutions listed therein as Lenders, ING (US) Capital L.L.C. as
                            Administrative Agent and The Chase Manhattan Bank, as the Syndication Agent, dated as of October 29,
                            2001.

                 10.46      Stock Purchase Agreement entered by and among the Company as Seller and Panamco Mexico S.A. de C.V.
                            as Purchaser, dated as of February 23, 2001.

                 10.47      Stock Purchase Agreement entered by and among the Company as Seller and Panamco Mexico S.A. de C.V.
                            as Purchaser, dated as of March 29, 2001.

                 10.48      Stock Purchase Agreement entered by and among the Company as Seller and Embotelladora Panamco Tica,
                            S.A. as Purchaser, dated as of January 4, 2001.

                 10.49      Stock Purchase Agreement entered by and among the Company as Seller and Embotelladora Panamco Tica,
                            S.A. as the Purchaser, dated as of April 4, 2001.

                 10.50      Stock Purchase Agreement entered by and among the Company as Seller and Embotelladora Panamco Tica,
                            S.A. as Purchaser, dated as of May 30, 2001.

                 10.51      Stock Purchase Agreement entered by and among the Company as Seller and Embotelladora Panamco Tica,
                            S.A. as Purchaser, dated as of May 14, 2001.

                 10.52      Stock Purchase Agreement entered by and among the Company as Seller and Embotelladora Panamco Tica,
                            S.A. as Purchaser, dated as of September 28, 2001.

                 10.53      Stock Purchase Agreement entered by and among the Company as Seller and Embotelladora Panamco Tica,
                            S.A. as Purchaser, dated as of December 20, 2001.

                 10.54      Restricted Stock Agreement, dated as of November 10, 2000, between the Company and William Cooling.*

                 10.55      Restricted Stock Agreement, dated as of November 10, 2000, between the Company and Henry Schimberg.*

                 10.56      Stock Option Agreement, dated as of November 10, 2000, between the Company and William Cooling.*

                 10.57      Stock Option Agreement, dated as of November 10, 2000, between the Company and Henry Schimberg.*

                 10.58      Promissory Note, dated as of June 21, 2001, from William Cooling to the Company.*

                 10.59      Promissory Note, dated as of June 21, 2001, from Henry A. Schimberg to the Company.*

                 10.60      Promissory Note, dated as of August 14, 2001, from Henry A. Schimberg to the Company.*

                 10.61      Employment Termination Agreement and General Release, dated as of December 28, 2001, between the
                            Company and Alejando Jimenez.*

                 10.62      Employment Agreement, dated as of February 15, 2002, between the Company and Mario Gonzalez
                            Padilla.*

                 10.63      Employment Agreement, dated as of February 27, 2002, between the Company and Craig Jung.*

                  21.1      Subsidiaries of the Registrant

                  23.1      Consent of Independent Certified Public Accountants

                  99.1      Letter, dated March 28, 2002, from the Company to the Securities and Exchange Commission pursuant to
                            Temporary Note 3T to Article 3 of Regulation S-X.


</TABLE>

* Management contracts and compensatory plans or arrangements required to be
filed as exhibits to this form pursuant to Item 14(c).

(a) During the fourth quarter of 2001, the Company did not file any Current
Reports on Form 8-K.

                                      55

<PAGE>


                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


                                   PANAMERICAN BEVERAGES, INC.




Dated: March 28, 2002              By:   /s/ Mario Gonzalez Padilla
                                        ---------------------------------------
                                        Mario Gonzalez Padilla, Vice President,
                                        Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.




Dated: March 28, 2002              By:   /s/ William G. Cooling
                                        ---------------------------------------
                                        William G. Cooling, Director, Chairman
                                        of the Board and Chief Executive Officer




Dated: March 28, 2002              By:   /s/ Henry A. Schimberg
                                        ---------------------------------------
                                        Henry A. Schimberg, Director,
                                        Vice Chairman of the Board




Dated: March 28, 2002              By:   /s/ Craig D. Jung
                                        ---------------------------------------
                                        Craig D. Jung, Director, President
                                        and Chief Operating Officer




Dated: March 28, 2002              By:   /s/ Gustavo A. Cisneros
                                        ---------------------------------------
                                        Gustavo A. Cisneros, Director




Dated:                             By:
                                        ---------------------------------------
                                        Oswaldo J. Cisneros, Director




Dated: March 28, 2002              By:   /s/ Gary P. Fayard
                                        ---------------------------------------
                                        Gary P. Fayard, Director


                                      56


<PAGE>


Dated: March 28, 2002              By:   /s/ Luis Fernando Furlan
                                        ---------------------------------------
                                        Luis Fernando Furlan, Director




Dated:                             By:
                                        ---------------------------------------
                                        Wade T. Mitchell, Director




Dated: March 28, 2002              By:   /s/ James J. Postl
                                        ---------------------------------------
                                        James J. Postl, Director




Dated:                             By:
                                        ---------------------------------------
                                        Houston Staton, Director




Dated: March 28, 2002              By:   /s/ Stuart A. Staton
                                        ---------------------------------------
                                        Stuart A. Staton, Director




Dated: March 28, 2002              By:   /s/ Woods W. Staton Welten
                                        ---------------------------------------
                                        Woods W. Staton Welten, Director

                                      57


<PAGE>


                INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                  Page



     Report of Independent Certified Public Accountants..................    F-2
     Consolidated Balance Sheets at December 31, 2001 and 2000...........    F-3
     Consolidated Statements of Operations for the Years.
        Ended December 31, 2001, 2000 and 1999...........................    F-5
     Consolidated Statements of Shareholders' Equity and Comprehensive
        Income for the Years Ended December 31, 2001, 2000 and 1999.......   F-6
     Consolidated Statements of Cash Flows for the Years
        Ended December 31, 2001, 2000 and 1999............................   F-8
     Notes to Consolidated Financial Statements...........................  F-10
     Report of Independent Certified Public Accountants on Schedule.......  F-45
    Schedule II - Valuation and Qualifying Accounts.......................  F-46


                                     F-1


<PAGE>


              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To Panamerican Beverages, Inc.:

     We have audited the accompanying consolidated balance sheets of
Panamerican Beverages, Inc. (a Panamanian corporation) and subsidiaries as of
December 31, 2001 and 2000 and the related consolidated statements of
operations, shareholders' equity and comprehensive income and cash flows for
each of the three years in the period ended December 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Panamerican
Beverages, Inc. and subsidiaries as of December 31, 2001 and 2000, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.


Arthur Andersen LLP


Miami, Florida,
  February 5, 2002 (except with respect to
    the matters discussed in Note 23,
    as to which the date is March 18, 2002).

                                     F-2


<PAGE>


<TABLE>

                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
      (STATED IN THOUSANDS OF UNITED STATES OF AMERICA ("U.S.") DOLLARS,
                          EXCEPT PER SHARE AMOUNTS)

<CAPTION>

                                                                       DECEMBER 31,
                                                       --------------------------------------------
                                                             2001                         2000
                                                       ----------------              --------------
<S>                                                    <C>                           <C>

               ASSETS
 Current assets:
     Cash and equivalents                                $    133,666                $   191,773
     Accounts receivable, net                                 136,614                    138,473
     Inventories, net                                         103,040                    105,439
     Other current assets                                      27,466                     30,268
                                                         ------------                -----------

         Total current assets                                 400,786                    465,953

 Investments                                                   28,522                    158,006
 Long-term receivables                                          5,521                      7,204
 Property, plant and equipment, net                         1,043,870                  1,125,719
 Bottles and cases, net                                       213,908                    236,527
 Deferred income taxes                                         94,592                     99,165
 Cost in excess of net assets acquired, net                   869,056                    903,683
 Other assets                                                  36,771                     30,064
                                                          -----------                -----------

         Total assets                                     $ 2,693,026                $ 3,026,321
                                                          ===========                ===========

               LIABILITIES
 Current liabilities:
     Accounts payable                                         274,164                    171,239
     Current portion of long-term obligations                  75,439                    184,889
     Bank loans                                                35,184                     40,295
     Income taxes payable                                      28,973                     40,760
     Deferred income taxes                                     28,043                     19,258
     Sales and other taxes payable                             45,881                     58,007
     Current portion of employee severance payments             3,081                     12,335
     Employee profit sharing                                   21,016                     16,405
     Accrued facility reorganization charges                    6,575                     47,875
     Other accrued liabilities                                 51,309                     47,161
                                                          -----------                -----------

         Total current liabilities                            569,665                    638,224
                                                          -----------                -----------

 Long-term liabilities:
     Long-term obligations, net of current portion            859,619                  1,028,575
     Pensions and employee severance payments                  30,882                     17,144
     Deferred income taxes                                     87,291                     92,706
     Other liabilities                                         44,583                     54,556
                                                          -----------                -----------

         Total long-term liabilities                        1,022,375                  1,192,981
                                                          -----------                -----------

         Total liabilities                                  1,592,040                  1,831,205
                                                          -----------                -----------
</TABLE>
                                  (Continued)

                                     F-3


<PAGE>



                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
        (STATED IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

                                  (Continued)
<TABLE>
<CAPTION>


                                                                       DECEMBER 31,
                                                       --------------------------------------------
                                                             2001                        2000
                                                       ---------------------  ---------------------
<S>                                                    <C>                           <C>

 Commitments and contingencies (Notes 15, 16 and 17)

 Minority interest in consolidated subsidiaries                28,541                     27,805
                                                          -----------                -----------

              SHAREHOLDERS' EQUITY

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

     Class A common stock, $0.01 par value;
     500,000,000 authorized; 136,952,780
     and 136,745,820 shares issued and
     113,237,031 and 119,742,584 shares
     outstanding at December 31, 2001
     and 2000, respectively                                     1,369                      1,367

     Class B common stock, $0.01 par value;
     50,000,000 authorized; 11,059,082
     and 11,266,042 shares issued and
     8,681,245 and 8,888,435 shares
     outstanding at December 31, 2001
     and 2000, respectively                                       111                        113

     Capital in excess of par value                         1,591,827                  1,585,498
     Retained earnings                                        138,433                     50,632
     Accumulated other comprehensive loss                    (458,341)                  (399,541)
                                                          ------------               ------------

                                                            1,273,399                  1,238,069
     Less 26,093,586 and 19,380,843 treasury
     shares held at December 31, 2001 and 2000,
     respectively, at cost                                   (200,954)                   (70,758)
                                                          ------------               ------------

         Total shareholders' equity                         1,072,445                   1,167,311
                                                          -----------                ------------


 Total liabilities and shareholders' equity               $ 2,693,026                 $ 3,026,321
                                                          ===========                ============
</TABLE>

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

                                     F-4


<PAGE>



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

<TABLE>
<CAPTION>

                                                                        YEAR ENDED DECEMBER 31,
                                                          -----------------------------------------------
                                                               2001            2000            1999
                                                          --------------- --------------- -------------

<S>                                                          <C>             <C>

    Net sales                                               $ 2,650,872     $ 2,599,411     $ 2,415,817
    Cost of sales, excluding depreciation
        and amortization                                      1,296,307       1,243,485       1,191,883
                                                            -----------     -----------     -----------

           Gross profit                                       1,354,565       1,355,926       1,223,934
                                                            -----------     -----------     -----------

    Operating expenses:
        Selling and distribution                                629,387         636,739         572,038
        General and administrative                              204,897         244,551         251,450
        Depreciation and amortization                           210,667         274,046         214,539
        Amortization of goodwill                                 26,416          35,819          36,284
        Facilities reorganization charges                             -         503,659          35,172
                                                            -----------     -----------     -----------

                                                              1,071,367       1,694,814       1,109,483
                                                            -----------     -----------     -----------

           Operating income (loss)                              283,198        (338,888)        114,451
                                                            -----------     -----------     -----------

    Other income (expense):
        Interest income                                          21,341          31,933          28,962
        Interest expense                                       (119,390)       (142,299)       (129,072)
        Other expense, net                                      (10,891)        (31,662)        (39,296)
                                                            -----------     -----------     -----------

                                                               (108,940)       (142,028)       (139,406)
                                                            -----------     -----------     -----------

           Income (loss) before provision for income taxes      174,258        (480,916)        (24,955)
    Provision for income taxes                                   50,369          21,800          31,254
                                                            -----------     -----------     -----------

           Income (loss) before minority interest               123,889        (502,716)        (56,209)
    Minority interest in earnings of consolidated
     subsidiaries                                                 5,865           1,944           3,695
                                                            -----------     -----------     -----------

           Net income (loss)                                 $  118,024     $  (504,660)    $   (59,904)
                                                            ===========     ===========     ===========

    Basic earnings (loss) per share                           $    0.94     $     (3.92)    $     (0.46)
                                                            ===========     ===========     ===========
    Basic weighted average shares outstanding                   125,559         128,833         129,683
                                                            ===========     ===========     ===========
    Diluted earnings (loss) per share                         $    0.93     $     (3.92)    $     (0.46)
                                                            ===========     ===========     ===========
    Diluted weighted average shares outstanding                 126,655         128,833         129,683
                                                            ===========     ===========     ===========
</TABLE>

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

                                     F-5


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                           AND COMPREHENSIVE INCOME
        (Stated in thousands of U.S. dollars, except per share amounts)

<TABLE>
<CAPTION>

                                             Shares                                       Amounts
                                   ------------------------  -------------------------------------------------------------------
                                                                                               Accumu-
                                                                                                lated
                                                              Common                            Other                 Total
                                                               Stock,   Capital in              Compre-   Treasury    Share-
                                                   Held in     $0.01    Excess of   Retained    hensive   Shares,    holders'
                                       Issued     Treasury   Par Value  Par Value   Earnings     Loss     At Cost    Equity
                                   ------------------------  -------------------------------------------------------------------
<S>                                  <C>         <C>         <C>       <C>          <C>       <C>         <C>       <C>

 Balance, December 31, 1998          148,011,864 18,366,623   $  1,480 $ 1,583,759  $677,229  $(234,290)  $(49,944) $1,978,234
  Comprehensive loss:
     Net loss                                  -          -          -           -   (59,904)         -          -     (59,904)
     Initial effect on deferred
       taxes
       relating to the change in
       functional currency in the
       Mexican subsidiaries                    -          -          -           -         -     (4,937)         -      (4,937)
     Translation adjustments
       (including $7,005 from taxes)                                 -          -          -   (125,566)         -    (125,566)

     Pension plan                              -          -          -           -         -      1,524          -       1,524
                                                                                                                    ----------
     Total comprehensive loss                                                                                         (188,883)
                                                                                                                    ----------
  Share repurchase                             -    368,584          -           -         -          -     (7,568)     (7,568)
  Stock options exercised                      -    (76,500)         -       1,029         -          -        213       1,242
  Dividends declared
     ($0.24 per share)                         -          -          -           -   (31,129)         -          -     (31,129)
                                     ----------- ----------  --------- -----------  --------  ---------  ---------  ----------

 Balance, December 31, 1999          148,011,864 18,658,707      1,480   1,584,788   586,196   (363,269)   (57,299)  1,751,896
  Comprehensive loss:
     Net loss                                  -          -          -           -  (504,660)         -          -    (504,660)
     Translation adjustments
       (including $1,972 from taxes)           -          -          -           -         -    (35,895)         -     (35,895)

     Pension plan                              -          -          -           -         -       (377)         -        (377)
                                                                                                                    ----------
     Total comprehensive loss                                                                                         (540,932)
                                                                                                                    ----------
  Share repurchase                             -    785,295          -           -         -          -    (13,675)    (13,675)
  Stock options exercised                      -    (25,000)         -         326         -          -         79         405
  Directors' compensation                      -    (38,159)         -         384         -          -        137         521
  Dividends declared
     ($0.24 per share)                         -          -          -           -   (30,904)         -          -     (30,904)
                                     ----------- ----------  --------- -----------  --------  ---------  ---------  ----------

 Balance, December 31, 2000          148,011,864 19,380,843   $  1,480 $ 1,585,498  $ 50,632  $(399,541) $ (70,758) $1,167,311
</TABLE>

                                  (Continued)

                                     F-6


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                           AND COMPREHENSIVE INCOME
        (Stated in thousands of U.S. dollars, except per share amounts)

                                  (Continued)


<TABLE>
<CAPTION>

                                             Shares                                       Amounts
                                   ------------------------  -------------------------------------------------------------------
                                                                                               Accumu-
                                                                                                lated
                                                              Common                            Other                 Total
                                                               Stock,   Capital in              Compre-   Treasury    Share-
                                                   Held in     $0.01    Excess of   Retained    hensive   Shares,    holders'
                                       Issued     Treasury   Par Value  Par Value   Earnings     Loss     At Cost    Equity
                                   ------------------------  -------------------------------------------------------------------
<S>                                  <C>         <C>         <C>       <C>          <C>       <C>        <C>        <C>
 Balance, December 31, 2000          148,011,864 19,380,843  $   1,480 $ 1,585,498  $ 50,632  $(399,541)  $(70,758) $1,167,311
  Comprehensive income:
     Net income                                -          -          -           -   118,024           -         -     118,024
     Initial effect on deferred
       taxes
       relating to the change in
       functional currency in the
       Colombian subsidiaries                  -          -          -           -         -    (30,057)         -     (30,057)
     Translation adjustments
       (including $(17,308) from
        taxes)                                 -          -          -           -         -    (25,997)         -     (25,997)

     Pension plan                              -          -          -           -         -     (2,746)         -      (2,746)
                                                                                                                      --------
     Total comprehensive income                                                                                         59,224
                                                                                                                      --------
  Share repurchase                             -  7,283,685          -           -         -          -   (133,198)   (133,198)
  Stock options exercised                      -   (336,580)         -       3,025         -          -      1,764       4,789
  Restricted stock issued                      -   (234,362)         -       3,304         -          -      1,238       4,542
  Dividends declared
     ($0.24 per share)                         -          -          -           -   (30,223)         -          -     (30,223)
                                     ----------- ----------  --------- -----------  --------  ---------  ---------  ----------
 Balance, December 31, 2001          148,011,864 26,093,586  $   1,480 $ 1,591,827  $138,433  $(458,341) $(200,954) $1,072,445
                                     =========== ==========  ========= ===========  ========  =========  =========  ==========

</TABLE>

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

                                     F-7


<PAGE>



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

<TABLE>
<CAPTION>

                                                                              YEAR ENDED DECEMBER 31,
                                                                      -------------------------------------
                                                                         2001          2000          1999
<S>                                                                   <C>           <C>           <C>
 Cash flows from operating activities:
     Net income (loss)                                                $  118,024    $ (504,660)   $ (59,904)
                                                                      ----------    ----------    ---------
     Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
        Depreciation and amortization                                    237,083       309,865      250,823
        Gain on foreign currency translation                              (5,541)      (11,664)     (14,785)
        Minority interest in earnings of
          consolidated subsidiaries                                        5,865         1,944        3,695
        Deferred income tax benefit and change in
          valuation allowance                                            (40,145)      (75,681)     (39,401)
        Provision for (benefit from) legal contingencies                     137         5,166        2,295
        Pensions and other employees benefits                             17,945         6,890        5,760
        Loss (gain) on property, plant and equipment
          and investment disposals                                        (2,047)        3,642       (2,760)
        Equity in losses (gains) of unconsolidated companies,
          net of cash dividends received                                    (516)        1,189        4,371
        Noncash facilities reorganization charges (benefits)              (2,015)      415,088       20,270
        Nonoperating charges                                                 874         5,977        4,391
        Other                                                              6,867         5,433        9,558
        Changes in operating assets and liabilities:
          Accounts receivable                                            (10,857)      (14,393)      55,441
          Inventories                                                        278        15,025       24,135
          Other current assets                                               999         6,506       11,283
          Long-term receivables                                            1,006         4,562       (1,370)
          Accounts payable and accrued expenses                           98,030        64,133      (26,848)
          Employee severance payments                                    (13,103)       (2,835)      (3,962)
          Other assets and liabilities                                   (55,489)       61,252      (16,846)
                                                                      ----------    ----------    ---------
     Total adjustments                                                   239,371       802,099      286,050
                                                                      ----------    ----------    ---------
 Net cash provided by operating activities                               357,395       297,439      226,146
                                                                      ----------    ----------    ---------
 Cash flows from investing activities:
     Capital expenditures                                                (83,121)     (123,897)    (163,203)
     Purchases of bottles and cases                                      (47,826)      (73,746)     (74,591)
     Purchases of investments                                             (1,463)       (4,982)    (190,409)
     Proceeds from sale of investments                                   127,718        54,959            -
     Proceeds from sale of property, plant and equipment                  34,465        18,164        2,760
     Acquisition of minority interest in consolidated subsidiaries            -           (965)           -
     Other                                                                (3,306)            -       (1,739)
                                                                      ----------    ----------    ---------
 Net cash provided by (used in) investing activities                      26,467      (130,467)    (427,182)
                                                                      ----------    ----------    ---------
</TABLE>

                                  (Continued)

                                     F-8


<PAGE>


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

                                  (Continued)

<TABLE>
<CAPTION>

                                                                              YEAR ENDED DECEMBER 31,
                                                                      -------------------------------------
                                                                         2001          2000          1999
<S>                                                                   <C>           <C>           <C>
 Cash flows from financing activities:
     Payment of bank loans and other                                  $ (529,145)   $ (302,596)    (395,836)
     Proceeds from bank loans and other long-term obligations            241,807       223,109      633,706
     Issuance of capital and treasury stock                                9,331           926        1,242
     Share repurchase                                                   (133,198)      (13,675)      (7,568)
     Payment of dividends to minority interest                            (3,201)         (980)        (499)
     Payment of dividends to shareholders                                (30,223)      (30,904)     (31,129)
     Other                                                                     -             -       (1,657)
                                                                      ----------    ----------    ---------
 Net cash (used in) provided by financing activities                    (444,629)     (124,120)     198,259
                                                                      ----------    ----------    ---------

 Effect of exchange rate changes on cash and cash equivalents              2,660        (3,727)      24,273
                                                                      ----------    ----------    ---------
 Net (decrease) increase in cash and equivalents                         (58,107)       39,125       21,496
 Cash and equivalents at beginning of year                               191,773       152,648      131,152
                                                                      ----------    ----------    ---------
 Cash and equivalents at end of year                                  $  133,666    $  191,773    $ 152,648
                                                                      ==========    ==========    =========
 SUPPLEMENTAL CASH FLOW DISCLOSURES:
     Cash paid during the year for:
       Interest (net of capitalized interest)                         $  109,078    $  126,566    $ 109,371
                                                                      ==========    ==========    =========

       Income taxes                                                   $   83,602    $   69,200    $  36,880
                                                                      ==========    ==========    =========

 NONCASH ACTIVITIES:
     Write-off of property, plant and equipment against
       accrued facilities reorganization charges                      $   (2,015)   $   54,451    $  20,270
                                                                      ==========    ==========    =========
     Write-off of costs in excess of net assets acquired against
       accrued facilities reorganization charges                      $        -    $  350,000    $       -
                                                                      ==========    ==========    =========

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


</TABLE>

                                     F-9


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(1)  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Description of Operations

     The primary activity of Panamerican Beverages, Inc., a Panamanian
     corporation, and subsidiaries (collectively, the "Company"), is the
     production and sale of The Coca-Cola Company ("Coca-Cola") products and
     other beverages. The Company operates in Mexico, Brazil, Colombia,
     Venezuela and Central America (Costa Rica, Nicaragua and Guatemala). In
     1998, "Panamco Central America" group was created, 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,
     North Latin American Division ("NOLAD") was created, which consists of
     Panamco Mexico and Panamco Central America. The results of operations of
     Panamco Mexico and Panamco Central America are reported together in the
     financial statements entitled Panamco NOLAD.

     Approximately 87% of the Company's 2001 net sales were derived from the
     distribution of Coca-Cola products. Coca-Cola may be able to exercise
     influence over the conduct of the Company's business through rights
     maintained under bottler agreements with the Company and otherwise.

     On November 1, 1995, Coca-Cola, the Coca-Cola Export Corporation
     ("Export"), a wholly owned subsidiary of Coca-Cola, and the Company
     entered into an Amended and Restated Investment Agreement (the
     "Agreement") pursuant to which Coca-Cola designated the Company as an
     anchor bottler and agreed to increase its equity interest in the Company.
     Coca-Cola also acquired the right to approve certain major corporate
     actions taken by the Company. Subject to satisfaction of certain
     conditions, the Agreement calls for Coca-Cola to purchase Company capital
     stock in amounts equal to the purchase price of bottling acquisitions to
     be made by the Company from time to time, up to a maximum voting interest
     of 25%. The price per share in any such acquisition of additional capital
     stock will be the average closing price on the New York Stock Exchange
     during a period preceding the announcement of the related bottling
     acquisition. The Agreement does not obligate the Company to finance an
     acquisition by selling stock to Export.

     The designation of the Company as an anchor bottler means that the
     Company is one of Coca-Cola's strategic partners in the worldwide
     Coca-Cola bottling system. Although the designation does not guarantee
     that the Company will be able to acquire any particular franchise or
     renew existing bottler agreements, the Company believes it is looked upon
     favorably and that Coca-Cola will provide the Company with favorable
     treatment relating to these opportunities.

     As of December 31, 2001 and 2000, Coca-Cola beneficially owned 30,625,692
     shares representing approximately 25% and 24%, respectively, of the
     Company's outstanding shares.

     The significant accounting policies of the Company and its subsidiaries
     are as follows:

     Basis of Consolidation

     The consolidated financial statements include the accounts and operations
     of the Company and its subsidiaries in Mexico, Brazil, Colombia,
     Venezuela and Central America. All material intercompany accounts and
     transactions have been eliminated in consolidation. Minority interest in
     majority-owned subsidiaries has been recorded in the Company's
     consolidated financial statements representing the minority interests
     owners' share of subsidiary earnings.

                                     F-10


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(1)  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Basis for Translation

     The accounts of the Company are maintained in United States of America
     ("U.S.") dollars. The accounts of the subsidiaries are maintained in the
     currencies of the respective countries.

     The financial statements of the Colombian and Venezuelan subsidiaries for
     all periods have been remeasured into U.S. dollars.  The Company's
     reporting and functional currency, in accordance with the Financial
     Accounting Standards Board ("FASB") Statement of Financial Accounting
     Standards ("SFAS") No. 52, "Foreign Currency Translation," applicable to
     highly inflationary economies, such as those in which the subsidiaries
     operate, is as follows:

     a.   Quoted year-end rates of exchange are used to remeasure monetary
          assets and liabilities.

     b.   All other consolidated balance sheet items are remeasured at the
          rates of exchange in effect at the time the items were originally
          recorded.

     c.   Revenues and expenses are remeasured on a monthly basis at the
          average rates of exchange in effect during the period, except for
          depreciation, amortization and materials consumed from inventories,
          which are translated at the rates of exchange in effect when the
          respective assets were acquired.

     d.   Translation gains and losses arising from the remeasurement are
          included in the determination of net income (loss) in the period
          such gains and losses arise and have been recorded in the related
          statement of operations accounts.

     Foreign currency translation gains (losses) on monetary assets and
     liabilities for Colombia and Venezuela have been included in the
     statement of operations accounts to which such items relate as shown
     below:

                                                      YEAR ENDED DECEMBER 31,
                                           -------------------------------------
                                              2001         2000         1999
                                           ------------ ------------ -----------
 Net sales                                   $    403     $    (92)    $   (313)
 Cost of sales and operating expenses           2,517        7,959       12,152
 Interest and other income (expense)            2,666        2,406        1,446
 Provision (benefit) for income taxes             (45)       1,391        1,500
                                             --------     --------     --------
 Net translation gain                        $  5,541     $ 11,664     $ 14,785
                                             ========     ========     ========

     The translation gains (losses) allocated to net sales attributable to
     translation gains (losses) on accounts receivable. The translation gains
     (losses) allocated to cost of sales and operating expenses are
     attributable to translation gains (losses) on accounts payable and
     certain accrued liabilities. The translation gains (losses) allocated to
     interest and other income (expense) are attributable primarily to accrued
     excise taxes and certain other accrued liabilities.

     As of December 31, 2001, the Company discontinued classifying Colombia as
     a highly inflationary economy, and, acordingly, the functional currency
     of the Colombian operations was changed from the U.S. dollar to the
     Colombian peso. The effect of the change represented a decrease in both
     the deferred income tax balance and shareholders' equity of $30.1 million
     in 2001. Beginning in 1999, the Company discontinued classifying Mexico
     as a highly inflationary economy, and, accordingly, the functional
     currency of the Mexican operations was changed from the U.S. dolar to the
     Mexican peso. The effect of the change represented a decrease in both the
     deferred income tax balance and shareholders' equity of $4.9 million in
     1999.

                                     F-11


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(1)  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     The current rate translation method is used for the Mexican, Brazilian,
     Costa Rican, Nicaraguan and Guatemalan subsidiaries, where the functional
     currency is the Mexican peso, the Brazilian real, the Costa Rican colon,
     the Nicaraguan cordoba and the Guatemalan quetzal, respectively. Under
     this method all assets and liabilities (except minority interests) are
     translated on a monthly basis using the quoted month-end exchange rate,
     and all revenues and expenses are translated on a monthly basis at the
     average rate of exchange in effect during the period. The resulting
     translation adjustments are included in accumulated other comprehensive
     loss, which is a component of shareholders' equity. Foreign currency
     gains and losses resulting from transactions denominated in foreign
     currencies, including intercompany transactions, except for intercompany
     loans of a long-term investment nature, are included in results of
     operations.

     Latin America

     The Latin American markets in which the Company operates are
     characterized by volatile and frequently unfavorable economic, political
     and social conditions. High inflation and high interest rates are common.
     The governments in the countries where the Company operates have
     responded in the past to high inflation by imposing price and wage
     controls or similar measures, although formal soft drink price controls
     in each country have been lifted or phased out. Certain countries in
     Latin America have also experienced significant currency fluctuations.
     Since the Company's consolidated cash flows from operations are generated
     exclusively in the currencies of the subsidiaries, the Company is subject
     to the effect of fluctuations in the value of those currencies.

     During January 1999, the Brazilian Government changed its local currency
     exchange policy in relation to the U.S. dollar, allowing the exchange
     rate to be determined by market conditions without the establishment of a
     trading band. During 2001 and 2000, the local currency decreased in value
     in relation to the U.S. dollar by 18.7% and 9.3%, respectively, and the
     related exchange loss amounted to $8.6 million and $5.4 million,
     respectively, which was recorded in other income (expense). As of
     December 31, 2001 and 2000, the Brazilian subsidiaries have liabilities
     denominated in U.S. dollars subject to translation exchange gains or
     losses in the amount of $5.5 million and $68.7 million, respectively, and
     assets subject to translation effect in the amount of $1.3 million and
     $1.8 million, respectively.

     Reclassifications

     Certain amounts in the prior year consolidated financial statements have
     been reclassified to conform to the current year presentation.

     Use of Estimates

     The preparation of consolidated financial statements in conformity with
     generally accepted accounting principles in the U.S. requires management
     to make estimates and assumptions that affect the reported amounts of
     assets and liabilities, the disclosure of contingent assets and
     liabilities at the date of the consolidated financial statements and the
     reported amounts of revenues and expenses during the reporting period.
     Actual results in subsequent periods could differ from those estimates.
     The most significant estimates with regard to these consolidated
     financial statements are related to the estimation of facilities
     reorganization charges, realization of accounts receivable and
     inventories, useful life of bottles and cases, estimated periods to be
     benefited from the cost in excess of net assets of acquired businesses
     and the settlement of taxes and pensions.

                                     F-12


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(1)  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Revenue Recognition

     Revenues from sales are recorded at the time products are delivered to
     trade customers. Net sales reflect units delivered at selling list prices
     reduced by promotion allowances.

     Adjustments to Conform with Generally Accepted Accounting Principles in
     the U.S.

     Certain accounting policies applied by the subsidiaries in their accounts
     (and in their financial statements prepared for use in their respective
     countries) conform with generally accepted accounting principles in their
     respective countries but do not conform with generally accepted
     accounting principles in the U.S. The accompanying consolidated financial
     statements have been prepared for use primarily in the U.S. and reflect
     certain adjustments required to conform to generally accepted accounting
     principles in the U.S.

     Other Comprehensive Income

     Comprehensive income (loss) consists of net income, foreign currency
     translation adjustments and pension liability adjustments, and is
     presented in the accompanying Consolidated Statements of Shareholders'
     Equity and Comprehensive Income.

     Cash and Equivalents

     Cash and equivalents include cash on hand and in banks and certificates
     of deposit stated at cost plus income accrued up to the balance sheet
     date. Cash and equivalents have an original maturity of three months or
     less at the date of acquisition.

     Inventories

     Inventories are stated at the lower of average cost, determined using the
     first-in, first-out ("FIFO") method, or market. Components of inventory
     cost include bottled beverages, raw materials, and spare parts and
     supplies. Provision, when necessary, has been made to reduce obsolete and
     slow-moving inventories to net realizable value.

     Investments

     The Company uses the cost method to account for certain equity
     investments in which it has a minority interest and does not exercise
     significant influence.

     Investments in other companies in which the Company holds at least 20% of
     the outstanding shares, but less than 50%, are accounted for using the
     equity method, wherein the Company's participation in the earnings of
     those subsidiaries are recorded in income as earned, and dividends
     received in cash are applied to reduce the related investment.

     The Company's equity in earnings and the changes in the Company's equity
     of subsidiaries that are acquired or sold during the period are included
     in the consolidated financial statements from or until the date of the
     transaction.

                                     F-13


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(1)  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Property, Plant and Equipment

     Property, plant and equipment includes the cost of land, buildings,
     equipment and significant improvements to existing property. Additions,
     improvements and expenditures for repairs and maintenance that
     significantly add to the productive capacity or extend the life of an
     asset are capitalized; other expenditures for repairs and maintenance are
     charged to operating results as incurred. Leasehold improvements are
     amortized over the shorter of the asset's life or the remaining
     contractual lease term.

     Interest incurred with respect to long-term capital projects is
     capitalized and reflected as a reduction of interest expense. No interest
     was capitalized during 2001 and 2000. Capitalized interest amounted to
     $0.1 million in 1999.


     When an asset is sold or retired, the cost and related accumulated
     depreciation are removed from the respective accounts and any gain or
     loss is included in results of operations for that year. Depreciation
     expense is calculated under the straight-line method for all subsidiaries
     over the estimated remaining useful lives of the assets. Included in
     depreciation expense is a provision to cover losses related to coolers
     that are placed with customers under rent-free agreements. This provision
     is adjusted, as necessary, to account for the physical loss of coolers.

     Bottles and Cases

     The Company utilizes the lower of the first-in, first-out ("FIFO") cost
     or market method for valuing bottles and cases on hand. Breakage of
     bottles and cases on hand is included in depreciation expense. For the
     years ended December 31, 2001, 2000 and 1999, breakage expense amounted
     to $37.7 million, $60.9 million and $37.4 million, respectively.

     Bottles and cases, include the cost of bottles and cases on hand and the
     unamortized portion of the capitalized cost of new introductions, net of
     any amounts collected for bottles and cases. The cost of new
     introductions is amortized over estimated useful lives ranging from three
     to six years for bottles and six to ten years for cases, and amortization
     expense of $40.3 million, $58.5 million and $57.2 million was recorded in
     2001, 2000 and 1999, respectively, and is included within depreciation
     and amortization expense in the consolidated statements of operations.
     Accumulated amortization at December 31, 2001 and 2000 amounted to $207.9
     million and $243.3 million, respectively.

     A certain number of bottles and cases are always in circulation in the
     marketplace. The Company's practice is to accept returnable bottles and
     cases in lieu of deposits on new sales. In practice, the Company's
     customers generally do not return bottles and cases for refunds.
     Accordingly, funds received by the Company from customers for bottles and
     cases are netted against the Company's cost of acquiring bottles and
     cases.

     Cost in Excess of Net Assets of Acquired Businesses

     The cost in excess of net assets of acquired businesses ("goodwill")
     represents the residual purchase price after allocation to all
     identifiable net assets. The Company recognizes that substantially all
     the goodwill recorded relates to franchise intangible assets for
     distribution rights of the products of Coca-Cola. Franchise agreements
     contain performance requirements and convey to the franchisee the right
     to distribute and sell products of the franchisor within specified
     territories. The Company's franchise agreements with Coca-Cola are
     renewed regularly, reflecting a long and ongoing relationship with
     Coca-Cola. The Company believes these agreements will continue to be
     renewed at each expiration date and, therefore, are essentially
     perpetual.

     Goodwill is being amortized on a straight-line basis over the estimated
     periods to be benefited, not to exceed 40 years. Accumulated amortization
     at December 31, 2001 and 2000 amounted to $164.3 million and $137.9
     million, respectively.

                                     F-14


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(1)  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Impairment

     The Company accounts for possible impairments of long-lived assets in
     accordance with SFAS No. 121, "Accounting for Impairment of Long-Lived
     Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121
     requires that long-lived assets to be held and used by the Company be
     reviewed for possible impairment whenever events or changes in
     circumstances indicate that the carrying amount of an asset may not be
     recoverable. If changes in circumstances indicate that the carrying
     amount of an asset that an entity expects to hold and use may not be
     recoverable, future cash flows expected to result from the use of the
     asset and its disposition must be estimated. If the undiscounted value of
     the future cash flows is less than the carrying amount of the asset, an
     impairment will be recognized.

     The Company conducts assessments of the carrying amount of goodwill on a
     regular basis. The Company uses an estimate of undiscounted cash flows
     without interest charges to determine if any impairment has occurred. If
     the goodwill is determined to be impaired, such assets are reduced to
     management's estimate of fair value.

     Accounting for Internal Use Software

     The Company follows the guidance provided in Statement of Position
     ("SOP") No. 98-1, "Accounting for the Costs of Computer Software
     Developed or Obtained for Internal Use," which specifies software costs
     that are required to be capitalized.

     Marketing and Advertising Expense

     The Company expenses broadcast advertising costs when invoiced, which
     generally coincides with the broadcast of the related advertisement.
     Other marketing and advertising costs are expensed as incurred. Marketing
     expense, net of Coca-Cola reimbursements in 2001, 2000 and 1999 was $52.8
     million, $60.9 million and $90.2 million, respectively, and is included
     within selling and distribution expense in the consolidated statements of
     operations. The Company's practice is to reduce marketing expenses by the
     amount of reimbursements received from Coca-Cola that relate to marketing
     support at the date such amounts are received in cash.

     Franchisor Incentives

     Coca-Cola, at its sole discretion, provides the Company with various
     benefits and incentives, including capital expenditure incentives,
     promotional programs and advertising support. In 1999, Coca-Cola modified
     the terms and conditions of its franchisor incentive arrangements. As a
     result, reimbursements are now based on meeting certain conditions as
     stipulated in the Capabilities and Performance Program ("CAPRS")
     agreement. Until 1998, there were no conditions required for franchisor
     incentives.

     Prior to 1999, capital expenditure incentives were recorded as other
     income when Coca-Cola confirmed its commitment to the related incentive.
     Beginning in 1999, capital expenditure incentives have been recorded as
     liabilities when received and have been amortized to other income on a
     straight-line basis over 60 months beginning the next month after
     Coca-Cola confirms its commitment to the related incentive (see Note 20).
     Incentive payments that are related to the increase in volume of
     Coca-Cola products that result from such expenditures and are viewed by
     the Company as an offset against the costs of concentrates paid by the
     Company to Coca-Cola. As described above, advertising and promotional
     incentives are treated as reductions of marketing expense.

                                     F-15


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(1)  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Pensions and Other Employee Benefits

     Pension plan assets, liabilities and provisions, and related disclosures
     are presented in accordance with SFAS No. 87, "Employers' Accounting for
     Pensions" determined under the projected unit credit method. All of the
     Company's subsidiaries, including the Company's servicing company, namely
     Panamco LLC, but excluding the Company's Venezuelan subsidiary, have
     pension plans, which cover all their employees except for the Mexican
     plan, which covers only nonunion employees.

     The Mexican, Brazilian and Costa Rican pension plans are funded and the
     contributions are based on actuarial valuations. In 2001, 2000 and 1999
     the contributions amounted to $3.3 million, $3.2 million and $0.6
     million, respectively. The Colombian plan is unfunded and shared with a
     government agency. The Nicaraguan and Guatemalan plans are unfunded.

     The labor laws in each of the countries in which the Company operates
     require severance payments upon involuntary termination. The Company
     accrues for such costs when the amounts can be estimated.

     The Company has no material post-retirement or post-employment benefits,
     which would require adjustment under SFAS No. 106, "Employers' Accounting
     for Post-retirement Benefits Other Than Pensions," or SFAS No. 112,
     "Employers' Accounting for Post-employment Benefits - an Amendment of
     FASB Statements No. 5 and 43."

     Income Taxes

     Deferred tax assets and liabilities are determined based on differences
     between financial reporting and tax bases of assets and liabilities and
     are measured using the enacted tax rates and laws that are expected to be
     in effect when the differences are expected to reverse. Deferred income
     tax provisions and benefits are based on the changes to the asset or
     liability from period to period. A valuation allowance is recognized to
     reduce net deferred tax assets to amounts that management believes are
     more likely than not to be realized.

     At December 31, 2001, accumulated undistributed retained earnings subject
     to withholding taxes of foreign subsidiaries in Mexico, Colombia and
     Costa Rica, amounted to approximately $61.3 million, $28.0 million and
     $45.3 million, respectively. No provision for withholding tax is made on
     foreign earnings because they are considered by management to be
     permanently invested in those subsidiaries and, under current tax laws,
     are not subject to such taxes until distributed as dividends. If the
     earnings were not considered permanently invested, approximately $4.7
     million, $2.0 million and $6.8 million of deferred taxes would have been
     provided for subsidiaries in Mexico, Colombia and Costa Rica,
     respectively, at December 31, 2001. The tax amounts were calculated using
     the current withholding tax rate of 7.6925% for Mexico, 7% for Colombia
     and 15% for Costa Rica. Dividends paid for distribution of earnings in
     Mexico were not subject to withholding taxes until December 31, 1998.
     Effective January 1, 2002, dividends are subject to withholding taxes in
     Venezuela. No withholding taxes are generally paid for distribution of
     earnings in Nicaragua, Guatemala or Venezuela (until December 31, 2001).

                                     F-16


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(1)  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Effective since 1997, the Brazilian subsidiaries elected to replace
     partially, or in total, the payment of dividends for paying returns to
     shareholders with the payment of interest on shareholders' equity.
     According to Brazilian legislation, companies may pay to their
     shareholders a calculated interest amount based on the companies'
     shareholders' equity and the Brazilian long-term interest rate. This
     interest is limited to half of the companies' net income for the year or
     half of the companies' retained earnings, whichever is higher. The
     payment of such amounts allows companies the benefit of interest
     deductibility in the calculation of Brazilian income taxes. The tax
     benefits due to the deductibility of this interest for purposes of the
     computation of the income taxes, amounting to $1.0 million, were credited
     to income taxes, in the consolidated statements of operations in 1999.
     There were no amounts credited for the year ended December 31, 2001 and
     2000.

     Financial Instruments

     The Company's financial instrument counterparties are high quality
     investment or commercial banks with significant experience with such
     instruments. The Company manages exposure to counterparty credit risk
     through specific minimum credit standards and diversification of
     counterparties. The Company has procedures to monitor the credit exposure
     amounts.

     The fair value of a financial instrument represents the amount at which
     the instrument could be exchanged in a current transaction between
     willing parties, other than in a forced sale or liquidation. Fair value
     estimates are made at a specific point in time, based on relevant market
     information about the financial instrument. These estimates are
     subjective in nature and involve uncertainties and matters of significant
     judgment, and therefore cannot be determined with precision. The
     assumptions used have a significant effect on the estimated amounts
     reported. Due to the short-term nature of these accounts (i.e. usually
     less than 3 months), the carrying amount of cash and equivalents,
     accounts receivable, accounts payable and bank loans approximate fair
     value as of December 31, 2001, and 2000.

     The Company has considered the disclosure provisions of SFAS No. 107,
     "Disclosures about Fair Value of Financial Instruments," as amended.

     The carrying amounts and fair values of the Company's financial
     instruments as of December 31, 2001 and 2000 are summarized as follows:

<TABLE>
<CAPTION>

                                                       2001                           2000
                                             ------------------------------------------------------------
                                              Carrying                      Carrying
                                               Amount       Fair Value       Amount        Fair Value
                                               ------       ----------       ------        ----------
<S>                                           <C>           <C>             <C>            <C>
      Long-term bank investments and
          marketable bonds                    $   3,133      $    3,058      $ 129,823      $  130,904
                                              =========      ==========     ==========      ==========
      Bank loans and long-term obligations
          (including current portion)         $ 970,242      $1,005,878     $1,253,759      $1,256,977
                                              =========      ==========     ==========      ==========

</TABLE>

     The fair values of long-term bank investments are estimated based on
     quoted market prices. For investments for which there are no quoted
     market prices, fair values are derived from estimated yields for
     investments of similar characteristics. The fair values of bank loans and
     long-term obligations are based on quoted market prices or, where quoted
     market prices are not available, on the present value of future cash
     flows discounted at estimated yields on instruments with similar
     characteristics.

                                     F-17


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(1)  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     The long-term investments listed on the consolidated balance sheets
     include cost and equity investments not included in the fair value
     calculation.

     Derivative Instruments

     The Company enters into derivative transactions to mitigate the risk
     associated with interest rates, foreign currency exchange rates, price
     fluctuations of goods used in the normal course of business and other
     similar hedging strategies. Derivative instruments are recorded on the
     balance sheet at fair value. Depending on the accounting treatment for
     which the Company qualifies, the changes in fair value are recorded in
     the statement of operations or, if the derivative instrument is
     designated as a cash flow hedge, the effective portion of the hedging
     relationship is recorded in accumulated other comprehensive income and
     the ineffective portion of the hedging relationship is recorded in the
     statement of operations. The policy of the Company is to classify any
     gains or losses, realized or unrealized, in the same account caption in
     the consolidated statements of operations as the item being hedged. While
     it is not the policy of the Company to enter into derivatives for
     speculative purposes, occasionally, the Company may continue holding a
     derivative instrument for speculative purposes if other business goals
     and strategies are present at the time.

     Earnings 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.

     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:

<TABLE>
<CAPTION>

                                                                            December 31,
                                                              ----------------------------------------
                                                                   2001          2000         1999
<S>                                                             <C>          <C>           <C>
     Numerator:
       Net income (loss)                                        $ 118,024    $ (504,660)   $ (59,904)
                                                                =========    ==========    =========
     Denominator (in thousands):
       Denominator for basic earnings (loss) per share            125,559       128,833      129,683
       Effect of dilutive securities:


         Options to purchase common stock                           1,096             -            -
                                                                ---------    ----------    ---------
       Denominator for diluted earnings (loss) per share          126,655       128,833      129,683
                                                                =========    ==========    =========
     Earnings (loss) per share:
       Basic                                                     $   0.94      $  (3.92)    $  (0.46)
                                                                =========    ==========    =========
       Diluted                                                   $   0.93      $  (3.92)    $  (0.46)
                                                                =========    ==========    =========
     Anti-dilutive securities not included in the diluted
       earnings (loss) per share calculation:
         Options to purchase common stock
             (in thousands)                                         2,115         7,003        5,463
         Nonvested stock (in thousands)                                 -           700            -
         Exercise prices:                                        $  17.84      $  13.75     $  13.75
                                                                     to            to           to
                                                                 $  29.94      $  29.94     $  29.94

</TABLE>

                                     F-18


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(1)  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     New Pronouncements

     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 No. 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.

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
     Retirement Obligations." SFAS No. 143 addresses financial accounting and
     reporting for obligations associated with the retirement of tangible
     long-lived assets and the associated asset retirement costs. SFAS No. 143
     applies to legal obligations associated with the retirement of long-lived
     assets that result from the acquisition, construction, development, or
     normal use of the asset. As used in SFAS No. 143, a legal obligation
     results from existing law, statute, ordinance, written or oral contract,
     or by legal construction of a contract under the doctrine of promissory
     estoppel. SFAS No. 143 is effective for fiscal years beginning after June
     15, 2002. The Company does not believe that the adoption of SFAS No. 143
     will have a material impact on its consolidated results of operations.

     In June 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 Company will
     adopt SFAS No. 142 in the first quarter of 2002, and currently estimates
     the impact to the Company's results of operations of discontinuing the
     amortization of goodwill to be approximately $26.0 million on an
     annualized basis. The Company is currently evaluating what additional
     impact these new accounting standards may have on the Company's financial
     position or results of operations.

     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 buy-downs. 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 fiscal year 2001 results, this would
     have resulted in a $20.1 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.

                                     F-19


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(2)  REORGANIZATION PROGRAMS

     During the quarter ended December 31, 2000, the Company continued its
     reorganization programs, which were implemented originally 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 the 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 7,700 employees had been terminated by the
     Company as of December 31, 2001 relating to the restructuring effected
     during 2000. During the fourth quarter of 2001, the Company reevaluated
     its original estimated headcount reduction of approximately 10,000
     employees, and determined that the headcount reduction will now
     approximate 8,200 employees throughout the company.

     During 1999, the Company recorded $35.2 million of charges primarily
     resulting from the write-off of non-cash items amounting to $20.3 million
     relating to physical assets in Venezuela and Colombia and $14.9 million
     cash items relating to severances in Brazil and Venezuela which have
     recorded as facilities reorganization charges.

     Nonoperating Charges - During the year ended December 31, 2000, the
     Company recorded $6.0 million of charges, of which $5.4 million was
     recorded in the first quarter and $0.6 were recorded in the fourth
     quarter, related to the disposal of nonoperating assets, including land
     from some of the operating plants, which are included in other expense,
     net. During the year ended December 31, 1999, the Company recorded $4.4
     million of charges, all of which were recorded in the fourth quarter,
     related to the disposal of nonoperating assets in Venezuela.

     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 facilities
     reorganization charges and nonoperating charges resulted in a tax benefit
     of $11.9 million for the year ended December 31, 1999.

     During the fourth quarter of 2001, the Company reversed into income $5.5
     million of charges initially recorded in 2000 related to the sale of
     property in the Company's Venezuelan operations and job termination and
     severance payments throughout some of its operations. At the time of the
     restructuring announcement in 2000, the Company determined it would sell
     off specific property located throughout most of its operations. During
     the fourth quarter of 2001, the Company reevaluated its restructuring
     plans related to the sale of property and determined that it would no
     longer sell off one of its properties located in the Company's Venezuelan
     operations and that approximately 1800 employees that had been identified
     for termination would not be terminated. As a result of these decisions,
     the Company reduced the liability and reversed into income $5.5 million
     of charges initially recorded in 2000.

     During the fourth quarter of 2001, the Company increased its
     restructuring allowance by $5.5 million related to job termination and
     severance payments throughout some of its operations and corporate
     offices. At the time of the restructuring announcement in 2000, the
     Company determined it would terminate employees across all levels and
     operating units of the Company. During the fourth quarter of 2001, the
     Company reevaluated its restructuring plans related to reduction in
     headcount and determined that it needed to adjust its calculation of the
     affected employees, thereby recording an additional $5.5 million charge
     related to job termination and severance payments. Specifically, at the
     Company's headquarters in Miami, employees identified for termination
     were not part of the 2000 facilities reorganization charges, because the
     requirements for accrual under EITF Issue No. 94-03, "Liability
     Recognition for Certain Employee Termination Benefits and Other Costs to
     Exit an Activity (Including Certain Costs Incurred in a Restructuring),"
     were not met until the fourth quarter of 2001.

                                     F-20


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(2)  REORGANIZATION PROGRAMS (CONTINUED)

     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 and 1999:


<TABLE>
<CAPTION>

                                                  CASH                  NONCASH                TOTAL
                                          ---------------------------------------------------------------------
                                              2000      1999        2000       1999        2000        1999
                                          ---------------------------------------------------------------------
<S>                                         <C>        <C>        <C>         <C>        <C>         <C>

    Restructuring charges                   $86,677    $14,902    $ 24,814    $     -    $111,491    $ 14,902
    Asset write-offs                          1,894          -     381,637     20,270     383,531      20,270
    Nonrecurring charges                          -          -       8,637          -       8,637           -
                                            -------    -------    --------    -------    --------    --------
    Facilities reorganization charges        88,571     14,902     415,088     20,270     503,659      35,172

    Nonoperating charges                          -          -       5,977      4,391       5,977       4,391
                                            -------    -------    --------    -------    --------    --------
    Gross charges                           $88,571    $14,902    $421,065    $24,661     509,636      39,563
                                            =======    =======    ========    =======
    Income tax benefit                                                                     46,516      11,869
                                                                                         --------    --------
    Net charges                                                                          $463,120    $ 27,694
                                                                                         ========    ========

     The following table shows the status of the balance of the reorganization accrual and asset write-down allowance at
     December 31, 2001 and 2000. Balances of $6.0 million and $7.8 million are reflected in other long-term liabilities in the
     consolidated balance sheets at December 31, 2001 and 2000:
</TABLE>

<TABLE>
<CAPTION>

                               BALANCE AT        SEVERANCE       PROPERTY /     ASSET                                 BALANCE AT
                              DECEMBER 31,       AND OTHER       EQUIPMENT   WRITE-OFFS/                            DECEMBER 31,
                                  2000         CASH PAYMENTS       SOLD      WRITE-DOWNS  REVERSALS   (ADDITIONS)       2001
                            -------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>               <C>         <C>          <C>         <C>           <C>
   Write-off of property          $      -          $      -        $    -     $ (2,015)    $ 2,015      $      -        $      -
      and equipment
   Job termination and
      severance payments            44,899            42,693             -            -       3,500        (5,515)          4,221
   Other                            10,732             2,427             -            -           -             -           8,305
                                  --------          --------        ------     --------     -------      --------        --------
   Facilities
   reorganization
      charges                     $ 55,631          $ 45,120        $    -     $ (2,015)    $ 5,515      $ (5,515)       $ 12,526
                                  ========          ========        ======     ========     =======      ========        ========
</TABLE>

<TABLE>
<CAPTION>

                                                  ==== CHARGES ====          ========= APPLICATIONS =========
                               BALANCE AT                                  SEVERANCE        PROPERTY /     ASSET      BALANCE AT
                              DECEMBER 31,                               AND OTHER CASH     EQUIPMENT   WRITE-OFFS/  DECEMBER 31,
                                  1999           CASH         NONCASH       PAYMENTS          SOLD      WRITE-DOWNS      2000
                            --------------------------------------------------------------------------------------------------
<S>                           <C>              <C>          <C>          <C>                <C>         <C>          <C>
   Write-off of property            $    -     $  2,770     $  54,451        $        -       $ 6,112    $ 51,109        $      -
      and equipment
   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
                                 ---------     --------     ---------        ----------       -------    --------        --------
   Facilities
   reorganization
      charges                       $    -     $ 88,571     $ 415,088        $   40,807       $ 6,112    $401,109        $ 55,631
                                 =========     ========     =========        ==========       =======    ========        ========
</TABLE>

                                     F-21


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(3)  ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>

      Current accounts receivable consist of:                      DECEMBER 31,
                                                          -------------------------------
                                                               2001              2000
                                                          -------------------------------
<S>                                                       <C>                 <C>
        Customers and distributors                          $  87,183         $  94,044
        Employees                                               5,929             4,514
        Subsidiaries of Coca-Cola and related companies        16,510             9,301
        Sales and income taxes receivable                       8,942             8,561
        Other                                                  26,487            31,927
                                                            ---------         ---------
                                                              145,051           148,347
        Less - Allowance for doubtful accounts                  8,437             9,874
                                                            ---------         ---------
                                                            $ 136,614         $ 138,473
                                                            =========         =========
</TABLE>


<TABLE>
<CAPTION>


      Long-term receivables consist of:                            DECEMBER 31,
                                                          -------------------------------
                                                               2001              2000
                                                          -------------------------------
<S>                                                       <C>                 <C>
        Notes from distributors                             $   1,158         $   1,136
        Employee housing loan fund                                592               610
        Other                                                   3,771             5,458
                                                            ---------         ---------
                                                            $   5,521         $   7,204
                                                            =========         =========

</TABLE>

     Notes from distributors relate to financing provided by the Company to
     distributors to acquire vehicles. Notes have maturities ranging from
     three to five years and bear interest at 15% as of December 31, 2001.


(4)  INVENTORIES

<TABLE>
<CAPTION>

Inventories consist of:                                            DECEMBER 31,
                                                           -----------------------------
                                                              2001              2000
                                                           -----------------------------
<S>                                                        <C>                <C>
        Bottled beverages                                   $  28,335         $  31,745
        Raw materials                                          51,837            41,675
        Spare parts and supplies                               29,637            35,473
                                                            ---------         ---------
                                                              109,809           108,893
        Less - Allowance for obsolete and slow moving items     6,769             3,454
                                                            ---------         ---------

                                                            $ 103,040         $ 105,439
                                                            =========         =========
</TABLE>

<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(5)  INVESTMENTS

     The principal components of investments and balances as of December 31,
     2001 and 2000 with respective ownership percentages at December 31, 2001
     are as follows:
<TABLE>
<CAPTION>


                                                                              December 31,
                                                                      ---------------------------
      Description                                         Ownership        2001          2000
     -------------------------------------------------- ------------- ------------- -------------
<S>                                                     <C>           <C>           <C>
        Cervejarias Kaiser, S.A. ("Kaiser")                 12.1%       $  13,276     $  15,773
        Ingenio San Carlos                                   8.0%           3,556         4,000
        Tapon Corona de Colombia, S.A.                      40.0%           2,794         2,211
        Comptec, S.A.                                       20.0%           1,633         1,727
        Industria Envasadora de Queretaro, S.A. de C.V.     14.9%           1,132         1,078
        Beta San Miguel                                      3.6%           1,030           981
        Marketable bonds                                        -           3,133         3,682
        Long-term bank investments                              -               -       126,141
        Other                                                   -           1,968         2,413
                                                                        ---------     ---------
                                                                        $  28,522     $ 158,006
                                                                        =========     =========
</TABLE>

     The Company holds an investment interest of 12.1% in Kaiser (see Note 23),
     a Brazilian brewery, which amounted to $13.3 million as of December 31,
     2001. This investment was accounted for under the equity method of
     accounting through June 30, 2000. Beginning July 1, 2000, this investment
     was accounted for under the cost method. The Company's ability to
     influence decision-making at Kaiser decreased significantly during 2000,
     resulting in a change in the method of accounting for this investment.


                                     F-22

<PAGE>



                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)



(6)  PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>

      Property, plant and equipment consist of:                            DECEMBER 31,
                                                           --------------------------------------------
                                                                                          ESTIMATED
                                                                2001         2000       USEFUL LIVES
<S>                                                          <C>          <C>          <C>
        Land                                                 $   86,040   $  103,345         -
        Buildings                                               309,355      296,713   20 to 40 years
        Leasehold improvements                                    7,563        7,467    3 to 25 years
        Machinery, equipment, furniture and fixtures          1,162,129    1,161,181    4 to 20 years
        Vehicles                                                357,178      363,876    4 to 10 years
        Construction in progress                                 51,829       64,238        -
                                                             ----------   ----------
                                                              1,974,094    1,996,820

        Less - Accumulated depreciation and amortization        930,224      871,101
                                                             ----------   ----------
                                                             $1,043,870   $1,125,719
                                                             ==========   ==========
</TABLE>

(7)  OTHER CURRENT ASSETS

      Other current assets consist of:               December 31,
                                             -----------------------------
                                                 2001            2000
                                             -----------------------------
         Prepaid expenses                       $  7,466       $  10,089
         Deferred income taxes                    13,059          11,268
         Other current assets                      6,941           8,911
                                               ---------       ---------
                                               $  27,466       $  30,268
                                               =========       =========


                                     F-23



<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(8)  Related Party Transactions

     The Company purchases raw materials from various suppliers, including
     related parties, subject to approval of Coca-Cola. Such transactions are
     in the ordinary course of business at negotiated prices comparable to
     those transactions with other customers and suppliers. The principal
     components of related party transactions were purchases of concentrates,
     syrups, sugars, returnable and non-returnable bottles, cans, and caps.

     Amounts due from or due to related parties as of December 31, 2001 and
     2000, respectively, are as follows:

                                                         December 31,
                                                 ------------------------------
                                                       2001             2000
        Accounts receivable:
             Subsidiaries of Coca-Cola              $ 14,025          $  6,769
             Subsidiaries of Kaiser                    2,485             2,532
                                                    --------          --------
                                                    $ 16,510          $  9,301
                                                    ========          ========
        Accounts payable:
             Subsidiaries of Coca-Cola              $ 21,842          $ 18,282
             Productos de Vidrio, S.A.                 2,912             1,137
             Central Azucarero Portuguesa, C.A.        1,950               339
             Tapon Corona de Colombia, S.A.            1,564               994
             Comptec, S.A.                               767               976
             Other                                         -               773
                                                    --------          --------
                                                    $ 29,035          $ 22,501
                                                    ========          ========

     The Company had the following significant transactions with related
     parties:

<TABLE>
<CAPTION>

                                                                         YEAR ENDED DECEMBER 31,
                                                                --------------------------------------
                                                                    2001         2000         1999
                                                                --------------------------------------
<S>                                                             <C>            <C>          <C>
        Income:
             Marketing expense support from Coca-Cola
                 (recorded net against marketing expenses)        $ 36,503     $ 18,017     $ 59,279
             Kaiser beer distribution fees                           3,650        4,840        5,658
             Other                                                   2,453            -            -
                                                                  --------     --------     --------
                                                                  $ 42,606     $ 22,857     $ 64,937
                                                                  ========     ========     ========
</TABLE>

<TABLE>
<CAPTION>

                                                                         YEAR ENDED DECEMBER 31,
                                                                --------------------------------------
                                                                    2001         2000         1999
                                                                --------------------------------------
<S>                                                              <C>           <C>          <C>
        Expenses:
             Purchases of concentrate from Coca-Cola              $361,052     $343,075     $266,215
             Purchases of beer                                      52,295       59,372       74,020
             Purchases of other inventories                        179,133       79,011      106,712
                                                                  --------     --------     --------
                                                                  $592,480     $481,458     $446,947
                                                                  ========     ========     ========
             Capital expenditure incentives
             received in cash                                     $    303     $    408     $  9,833
                                                                  ========     ========     ========
</TABLE>


                                     F-24


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(9)  INCOME TAXES

     The Company is exempt from income tax in Panama, but the operations of
     the subsidiaries are subject to income taxes at the applicable local
     rates in the countries where the subsidiaries operate. Income taxes are
     computed taking into consideration the taxable and deductible effects of
     inflation in each of the countries in which the Company operates. The
     provisions for income taxes have been determined on the basis of the
     taxable income of each individual company and not on a consolidated
     basis.

     At the end of 1998, certain Brazilian tax rules were changed as part of
     the federal government's reform of the tax system. For example, the
     "Cofins" tax, which is assessed on sales revenues, was increased from
     2.0% to 3.0%, beginning in February 1999. One third of the "Cofins" tax
     paid may be offset against the social contribution tax calculated for the
     year, which is reported with the provision for income tax. Amounts not
     offset during the year may not be carried forward to future periods. The
     change in tax rules reduces the ability of Brazilian companies to fully
     recover credits derived from social contribution tax loss carryforwards,
     as in the case of the Company's Brazilian subsidiaries. Accordingly, the
     Company recorded a valuation allowance on previously recorded deferred
     income tax assets amounting to $14.1 million by charging the provision
     for income taxes in the fourth quarter of 1998. As a result of tax
     legislative changes during 1999, "Cofins" can no longer be offset against
     the social contribution tax. The Company reversed the aforementioned
     valuation allowance of $14.1 million by recording a benefit of $9.5
     million, at the current exchange rate, against the provision for income
     tax resulting in a $4.6 million translation loss due to the devaluation
     of the Brazilian real as of December 31, 1998 and resumed recording
     assets corresponding to the social contribution tax loss carryforwards.

     As of December 31, 2001, the Company had $94.9 million of net operating
     loss carryforwards, including investment tax credits, available from its
     subsidiaries to offset future taxable income. The Company has recorded a
     valuation allowance of $19.8 million against net operating loss
     carryforwards from its subsidiaries. The Company's net operating loss
     carryforwards, totaling $94.9 million, expire as follows:

<TABLE>
<CAPTION>


                      2002        2003       2004    2005 to 2010   Thereafter   No Expiration    Total
                 ----------------------------------------------------------------------------------------
     <S>            <C>         <C>        <C>         <C>           <C>            <C>          <C>
     NOLAD          $   107     $     6    $     4     $ 2,539       $ 2,395              -      $ 5,051
     Brazil               -           -          -           -             -        $60,961      $60,961
     Venezuela     $ 18,879     $ 6,196    $ 3,790           -             -              -      $28,865
                   --------     -------    -------     -------       -------        -------      -------
     Total         $ 18,986     $ 6,202    $ 3,794     $ 2,539       $ 2,395        $60,961      $94,877
                   ========     =======   ========     =======      ========       ========      =======


</TABLE>

     The Mexican and Venezuelan subsidiaries are subject to an asset tax, to
     the extent that such asset tax exceeds the income tax of the period, at
     an annual rate of 1.8% and 1.0%, respectively. Any required payment of
     asset taxes is refundable against the excess of income taxes over asset
     taxes for the following ten and three years in the case of Mexico and
     Venezuela, respectively.

     Income tax expense for the years ended December 31, 2001, 2000 and 1999
     consists of the following:


<TABLE>
<CAPTION>

                           Current         Deferred     Valuation Allowance        Total
                           Expense    Expense (Benefit) Increase (Decrease)  Expense (Benefit)
                          -------------------------------------------------------------------
       <S>                 <C>        <C>               <C>                  <C>
       2001:
          NOLAD             $ 79,258     $ (12,948)          $    -             $ 66,310
          Brazil               1,058        (3,236)               -               (2,178)
          Colombia             4,900          (124)               -                4,776
          Venezuela            2,453         4,836          (28,673)             (21,384)
          Corporate            2,845             -                -                2,845
                            --------     ---------        ---------             --------
            Total           $ 90,514     $ (11,472)       $ (28,673)            $ 50,369
                            ========     ==========       ==========            ========
</TABLE>

                                     F-25


<PAGE>
                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(9)  INCOME TAXES (CONTINUED)

<TABLE>
<CAPTION>
                           Current         Deferred     Valuation Allowance        Total
                           Expense    Expense (Benefit) Increase (Decrease)  Expense (Benefit)
                          -------------------------------------------------------------------
<S>                       <C>         <C>               <C>                  <C>
       2000:
          NOLAD             $ 78,609     $ (26,695)         $    -              $ 51,914
          Brazil               1,429       (16,449)              -               (15,020)
          Colombia            11,612       (19,212)              -                (7,600)
          Venezuela            5,366        (2,288)        (11,037)               (7,959)
          Corporate              465             -               -                   465
                            --------     ---------       ---------              --------
            Total           $ 97,481     $ (64,644)      $ (11,037)             $ 21,800
                            ========     ==========      ==========             ========
       1999:
          NOLAD             $ 47,529      $  5,418          $    -              $ 52,947
          Brazil               2,341       (24,158)         (9,507)              (31,324)
          Colombia            11,589       (10,311)              -                 1,278
          Venezuela            9,196       (15,892)         15,049                 8,353
          Corporate                -             -               -                     -
                            --------     ---------       ---------              --------
            Total           $ 70,655      $(44,943)       $  5,542              $ 31,254
                            ========     ==========      =========              ========
</TABLE>

     The provisions (benefits) for income taxes computed by applying the local
     statutory rates to income before taxes, as reconciled to the actual
     provisions (benefits), are as follows for the years ended December 31,
     2001, 2000 and 1999:

                                                  2001       2000      1999
                                                  -------------------------

        Tax expense (benefit) at local
          country statutory rate                    52%      (2%)       97%
        Add (deduct)--
           Tax inflation adjustments, net          (11%)     (2%)        6%
           Indexed tax depreciation                  1%       1%         2%
           Employee profit sharing                   4%       1%        13%
           Asset tax                                  -       1%        20%
           Tax credits relating to the
            deduction of interest on
            shareholders' equity and other          (2%)       -       (18%)
           Provision for valuation allowance          -       5%        60%
           Reversal of valuation allowance         (11%)       -       (18%)
           Other                                   ( 4%)      1%       (37%)
                                                   -----    -----      -----
         Tax at effective tax rate                  29%       5%       125%
                                                   =====    =====      =====

     The local country statutory rate has been determined on the basis of each
subsidiary and not on a consolidated basis. The local country statutory rate
for the Company and its subsidiaries as of December 31, 2001, 2000 and 1999
was as follows:

                         2001           2000           1999
                         ----           ----           ----

NOLAD                    35%            34%            34%
Brazil                   33%           (33%)          (33%)
Colombia                 35%           (35%)           35%
Venezuela                34%           (34%)          (34%)
Corporate                 -              -              -
                         ----          -----           ----
Total                    52%           ( 2%)           97%

     The components of the net deferred income tax liability (asset) as of
December 31, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                     ---------------------------
                                                                          2001        2000
                                                                     ---------------------------
<S>                                                                    <C>          <C>

               Current:
                 Inventories                                           $ 18,404      $ 10,928
                 Nondeductible provisions                                (1,995)      (10,653)
                 Tax loss carryforwards                                 (28,865)      (46,617)
                 Valuation allowance                                     19,800        48,473
                 Other                                                    7,640         5,859
                                                                       ---------     --------
                    Total current liability, net                          14,984        7,990
                                                                       ---------     --------

</TABLE>

                                     F-26


<PAGE>


                PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(9)  INCOME TAXES (CONTINUED)
<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                     ---------------------------
                                                                          2001        2000
                                                                     ---------------------------
<S>                                                                       <C>         <C>
  Long-Term:
    Bottles and cases                                                     24,619        36,970
    Property, plant and equipment                                         68,344        60,190
    Nondeductible provisions                                             (31,120)      (44,990)
    Tax loss carryforwards                                               (66,012)      (57,200)
    Other                                                                 (3,132)       (1,429)
                                                                          -------     ---------

       Total long-term asset, net                                         (7,301)       (6,459)
                                                                        ---------     ---------
       Total                                                            $  7,683      $  1,531
                                                                        =========     =========

</TABLE>

     As of December 31, 2001, the net deferred income tax liability of $7.7
     million was presented in the balance sheet, based on tax jurisdiction, as
     current deferred income tax assets of $13.0 million, non-current deferred
     income tax assets of $94.6 million, current deferred income tax
     liabilities of $28.0 million and non-current deferred income tax
     liabilities of $87.3 million. Similarly, at December 31, 2000, the net
     deferred income tax liability of $1.5 million was presented in the
     balance sheet, based on tax jurisdiction, as current deferred income tax
     assets of $11.3 million, non-current deferred income tax assets of $99.2
     million, current deferred income tax liabilities of $19.3 million and
     non-current deferred income tax liabilities of $92.7 million.


(10) BANK LOANS AND LONG-TERM OBLIGATIONS

     At December 31, 2001, the Company and its subsidiaries had $35.2 million
     in direct unsecured bank loans denominated in U.S. dollars, with
     maturities between one and twelve months. The weighted average annual
     fixed interest rate for $25.2 million of the loans as of December 31,
     2001 was 10.5%. The remaining $10.0 million in bank loans, as of December
     31, 2001, had an average annual interest rate of three-month LIBOR plus
     1.3% (2.6% as of December 31, 2001).

     Current and long-term obligations at December 31, 2001 and 2000 consisted
     of the following:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                     ---------------------------
                                                                          2001        2000
                                                                     ---------------------------
<S>                                                                      <C>         <C>


     Current obligations:
       Notes payable to banks, in various currencies,
        weighted average interest rates of 9.2% and
        9.5%, respectively                                             $  35,184     $  40,295
     Current maturities of long-term obligations                          75,439       184,889
                                                                       ---------     ---------
       Total current obligations                                         110,623       225,184
                                                                       ---------     ---------

     Long-term obligations:
          Senior notes, in U.S. dollars, weighted average interest
            rates of 7.5% and 7.5%, respectively, maturing
            from April 2003 to July 2009                               $ 450,000     $ 450,000

</TABLE>

                                     F-27
<PAGE>



                PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(10) BANK LOANS AND LONG-TERM OBLIGATIONS (CONTINUED)

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                     ---------------------------
                                                                          2001        2000
                                                                     ---------------------------
<S>                                                                       <C>         <C>
  Long-term obligations:
    Notes payable to banks, in U.S. dollars, weighted
       average interest rates of 3.6% and 9.0%, respectively,
       maturing from June 2003 to February 2005                          179,975       549,111
    Notes payable to banks, in Mexican pesos, weighted
       average interest rates of 8.0% and 0%, respectively,
       maturing in December 2003                                         101,960             -
    Notes payable to banks, in Brazilian reales, weighted
      average interest rates of 9.2% and 13.6%, respectively,
      maturing from April 2002 to March 2003                               1,558        10,125
    Notes payable to banks, in Venezuelan bolivares, weighted
      average interest rates of 0% and 29.5%, respectively,
      maturing in July 2001                                                    -        49,139
    Notes payable to banks, in Guatemalan quetzales, weighted
      average interest rates of 15.0% and 19.7%, respectively,
      maturing December 2002 to October 2005                               2,908         5,130
    Notes payable to banks, in Costa Rican colones, weighted
      average interest rates of 17.5% and 0%, respectively,
      maturing in May 2005                                                 4,224             -
    Unsecured promissory notes, in Mexican pesos, weighted
      average interest rates of 8.7% and 8.7%, respectively,
      maturing in November 2006                                          126,993       115,158
    Marketable bonds, in Colombian pesos, weighted average
      interest rates of 11.3% and 16.1%, respectively                     63,287        29,159
    Capital lease, in U.S. dollars, interest rates of
      5.4% and 5.9%, respectively                                          4,153         5,642
                                                                         -------     ---------
                                                                         935,058     1,213,464
    Less -current maturities                                              75,439       184,889
                                                                         -------     ---------
    Total long-term obligations, net of current maturities             $ 859,619   $ 1,028,575
                                                                         =======     =========
</TABLE>

     During the fourth quarter of 2001, the Company restructured $130.0
     million of a syndicated loan maturing in November 2004 with quarterly
     interest payments at an average annual interest rate of three-month LIBOR
     plus 0.75% to three-month LIBOR plus 1.25% (2.6% at December 31, 2001).

     On November 12, 1999, the Mexican subsidiaries issued unsecured
     promissory notes for 1.0 billion Mexican pesos equivalent to 380.0
     million UDI's (unit of real constant value, in Mexican pesos, whose value
     is calculated by Bank of Mexico), payable semiannually with a seven-year
     maturity and bearing an annual interest rate of 8.65% (including
     withholding). As of December 31, 2001 and 2000, the amount of this debt
     is $127.0 million and $115.2 million, respectively.

     During December 2001, the Company entered into a debt agreement for 930.0
     million Mexican pesos (US$ 102.0 million at December 31, 2001), maturing
     in 2003 with semiannual principal payments and bearing interest at the
     28-day TIIE (interbank equilibrium rate of Mexico) plus 0.75% (8.75% at
     December 31, 2001).

     During February 2001 and August 2001, the Company issued unsecured
     marketable bonds denominated in Colombian pesos for a total of Col$80.0
     billion (US$34.9 million at December 31, 2001), with five-year maturities
     and annual interest rates ranging from DTF (the Colombian borrowing rate)
     plus 1.9% to DTF plus 2.7% (ranging from 10.7% to 11.5%, respectively, at
     December 31, 2001).

     The Company's debt agreements establish, among other restrictions, an
     interest coverage ratio ranging from not less than 3.25 to 1 to not less
     than 4.0 to 1 and a debt-to-earnings before interest, taxes, depreciation
     and amortization ("EBITDA") ratio ranging from not more than 2.5 to 1 to
     not more than 2.25 to 1.

                                     F-28


<PAGE>



                PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(10) BANK LOANS AND LONG-TERM OBLIGATIONS (CONTINUED)

     Maturities of long-term obligations at December 31, 2001 are as follows:

               2002                                       $  75,439
               2003                                         278,707
               2004                                          88,273
               2005                                          31,056
               2006                                         146,634
               Thereafter                                   314,949
                                                          ---------
                                                          $ 935,058
                                                          =========


     As of December 31, 2001, the Company and its subsidiaries have complied
     with all the terms and conditions established in the loan agreements.


(11) DERIVATIVE INSTRUMENTS

     SFAS No. 133, "Accounting for Derivative Instruments and Hedging
     Activities," and SFAS No. 138, "Accounting for Certain Derivative
     Instruments and Certain Hedging Activities - an amendment of FASB
     Statement No. 133," became effective for the Company on January 1, 2001.
     Adoption of these statements as of January 1, 2001 did not have a
     material effect on the Company's financial statements.

     The Company had a floating-to-fixed interest rate swap (the "Swap"),
     expiring in November 2002, with a total notional amount outstanding at
     December 31, 2001 of $250.0 million, which exchanges LIBOR for a fixed
     interest rate of 6.437%. Upon adoption of SFAS No. 133, the Company
     designated the Swap as a cash flow hedge. During 2001, the Company
     determined that it was probable that the original forecasted transaction
     would not continue through the expiration of the Swap. Therefore, the
     Company reclassified $12.2 million of unrealized losses related to the
     Swap from accumulated other comprehensive income to other expense, net in
     the Company's statement of operations. The fair value of the Swap was
     $10.4 million as of December 31, 2001.

     The Company uses futures contracts and options on futures in the normal
     course of business to hedge anticipated purchases of certain raw
     materials used in its operations. As of December 31, 2001, the Company
     had call options outstanding to purchase 4,000 metric tons of sugar for a
     total cost of $18 thousand. The fair value of these options was $30
     thousand as of December 31, 2001.

     The Company uses currency swap arrangements to hedge exchange rate
     exposure arising from the Company's operations in its international
     subsidiaries. On December 28, 2001, the Company entered into foreign
     currency forward purchase contracts, expiring in 2002, with total
     notional amounts of approximately $23.5 million, which exchange Brazilian
     reales for U.S. dollars. As of December 31, 2001, the fair value of these
     foreign currency forward purchase contracts was zero.

                                     F-29

<PAGE>

                PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(12) ACCOUNTS PAYABLE

<TABLE>

     Accounts payable consists of:                                            December 31,
                                                                     ---------------------------
                                                                       2001             2000
                                                                     ---------------------------
<S>                                                                   <C>            <C>

         Trade and other payables                                      $ 245,129     $ 148,738
         Related party payables                                           29,035        22,501
                                                                       ---------     ---------
         Total                                                         $ 274,164     $ 171,239
                                                                       =========     =========
</TABLE>


(13) OTHER ACCRUED LIABILITIES

        Other accrued liabilities consist of:              December 31,
                                                    ---------------------------
                                                      2001             2000
                                                    ---------------------------


        Accrued salaries and benefits                 $  17,365     $   9,071
        Fair value of derivative instruments             10,433             -
        Interest payable                                  4,472        16,247
        Other accrued expenses                           19,039        21,843
                                                      ---------     ---------
        Total                                         $  51,309     $  47,161
                                                      =========     =========



(14) PENSIONS

     The status of the pension plans are presented in accordance with SFAS No.
     132, "Employers' Disclosures about Pensions and Other Post-retirement
     Benefits":


<TABLE>
<CAPTION>
                                                                              December 31,
                                                       ----------------------------------------------------
                                                               2001                       2000
                                                       ----------------------------------------------------
<S>                                                    <C>           <C>          <C>            <C>
                                                       Unfunded      Funded       Unfunded       Funded
                                                       --------      ------       --------       ------
             Change in benefit obligation
             Benefit obligation at beginning of year   $ 14,556     $ 29,049      $ 14,255      $ 28,759
             Service cost                                   610        2,410           668         2,626
             Interest cost, net                           1,886        2,508         2,110         3,760
             Effect of curtailment and settlements        3,733       (8,601)         (308)       (2,604)
             Actuarial (gain) loss                          252         (704)        2,357         4,407
             Benefit payments                               (78)      (2,304)       (4,748)       (6,288)
             Translation (gain) loss                     (1,976)       2,223           222        (1,611)
                                                       ---------    --------      --------      --------
             Benefit obligation at end of year         $ 18,983     $ 24,581      $ 14,556      $ 29,049
                                                       --------     --------      --------      --------
</TABLE>

                                     F-30

<PAGE>
               PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(14) PENSIONS (CONTINUED)
<TABLE>
                                                                     December 31,
                                                       ----------------------------------------------------
                                                               2001                       2000
                                                       ----------------------------------------------------
     <S>                                               <C>           <C>          <C>            <C>
                                                       Unfunded      Funded       Unfunded       Funded
                                                       --------      ------       --------       ------
     CHANGE IN PLAN ASSETS
     Fair value of plan assets at beginning of year    $      -     $ 12,964      $      -      $ 14,256
     Actual return on plan assets                             -          769             -          (294)
     Employer contributions                                   -        3,263             -         3,194
     Benefit payments                                         -       (3,543)            -        (3,316)
     Translation gain                                         -       (1,915)            -          (876)
                                                       --------     ---------     --------      ---------
     Fair value of plan assets at end of year          $      -     $ 11,538      $      -      $ 12,964
                                                       --------     --------      --------      --------
     FUNDED STATUS
     Benefit obligation in excess of
       fair value of plan assets                       $ 18,983     $ 13,043      $ 14,556      $ 16,085
     Unrecognized net actuarial (gain) loss               1,721       (2,584)       (2,528)          595
     Unrecognized prior service cost (benefit)             (102)      (6,747)           32       (11,635)
     Effect of curtailment and settlements               (3,733)         797           229             -
     Unrecognized net transition
       obligation (asset)                                    69         (700)         (207)         (821)
                                                       --------     --------      --------      --------
     Net obligation recognized                         $ 16,938     $  3,809      $ 12,082      $ (4,224)
                                                       ========     ========      ========      ========
</TABLE>
     The net periodic pension cost consists of the following:
<TABLE>
                                                               YEAR ENDED DECEMBER 31,
                                                       ------------------------------------
                                                         2001         2000         1999
                                                       ------------------------------------
     <S>                                               <C>          <C>           <C>
     Service cost                                      $  3,020     $  3,294      $  2,400
     Interest cost, net                                   4,394        5,870         5,464
     Expected return on plan assets                        (817)      (1,518)       (1,333)
     Amortization of prior service cost                     601          540           272
     Recognized net actuarial loss (gain)                   (14)         121             -
     Transition obligation                                  (80)         (32)            -
                                                       ---------    ---------     --------
     Net periodic pension costs                        $  7,104     $  8,275      $  6,803
                                                       =========    =========     ========
</TABLE>
     The actuarial assumptions in 2001, 2000 and 1999, net of inflation, which
     reflect the local economic conditions and particular circumstances of
     each of the subsidiaries, are as follows:
<TABLE>
                                                2001
                    ---------------------------------------------------------
                                      EXPECTED RETURN   RATE OF COMPENSATION
                     DISCOUNT RATE    ON PLAN ASSETS         INCREASE
                    ---------------------------------------------------------
      <S>               <C>                <C>                 <C>
      Mexico            12.0%              13.0%                9.0%
      Brazil            11.3%              11.3%                7.1%
      Colombia          19.0%                 *                13.0%
      Costa Rica        18.0%              20.0%               13.0%
      Nicaragua         14.0%                 *                10.0%
      Guatemala         15.0%                 *                10.0%
      Corporate          7.5%               8.0%                7.5%

                                                2000
                    ---------------------------------------------------------
                                      Expected return   Rate of compensation
                     Discount rate    on plan assets         increase
                    ---------------------------------------------------------
      Mexico             7.3%               9.0%                 3.3%
      Brazil             6.0%               6.0%                 2.0%
      Colombia          19.0%                 *                 13.0%
      Guatemala         15.0%                 *                 10.0%
</TABLE>
                                     F-31
<PAGE>


              PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(14) PENSIONS (CONTINUED)



<TABLE>

                                                1999
                    ---------------------------------------------------------
                                      Expected return   Rate of compensation
                     Discount rate    on plan assets         increase
                    ---------------------------------------------------------
<S>                   <C>                <C>                <C>

      Mexico             4.5%               6.0%                         1.0%
      Brazil             6.0%               6.0%                         2.0%
      Colombia           7.0%                 *                          1.0%
      Guatemala          8.0%                 *                          3.0%

     *Not applicable, as the benefits are not funded.

</TABLE>

(15) COMMITMENTS AND CONTINGENCIES

     Concentration of Credit Risk

     Financial instruments, which potentially subject the Company to credit
     risk, consist primarily of trade accounts receivable. The Company extends
     credit on an unsecured basis to some of its distributors and customers.
     Diversification of credit risk is difficult since the Company sells
     primarily in the beverage industry. The Company's management recognizes
     that extending credit and setting appropriate allowances for
     uncollectible accounts receivable is largely a subjective decision based
     on knowledge of the customer. The Company's management and their staff
     meet regularly to evaluate credit exposure in the aggregate, and by
     individual credit and maintains allowances for potential losses or
     adjustments. Management sets and maintains credit standards and ensures
     the overall quality of the credit portfolio.


     Litigation, Claims and Assessments

     From time to time, the Company and its subsidiaries are involved in
     litigation, claims and assessments incidental to the operation of the
     Company's business. As a general policy, the Company defends matters in
     which the Company or its subsidiaries are named defendants and, for
     insurable losses, maintains insurance to protect against adverse
     judgments, claims or assessments that may affect the Company. In the
     opinion of the Company, although the adequacy of existing insurance
     coverage or the outcome of any legal proceedings cannot be predicted with
     certainty, the ultimate liability associated with any claims or
     litigation in which the Company or its subsidiaries are currently
     involved will not materially affect the Company's financial condition but
     could be material to the results of operations or cash flows in any one
     accounting period.


     Self-insurance

     As of December 31, 2001, the Company's subsidiaries in Mexico, Colombia,
     and Venezuela are partly self-insured through a fully owned subsidiary,
     Panamco Insurance Company Limited ("Panamco Insurance"), for various
     property risks. The Company maintains insurance coverage for these
     subsidiaries for individual claims in excess of $0.3 million and up to
     $79.5 million in aggregate coverage. Expense related to claims covered by
     Panamco Insurance was approximately $0.5 million, $0.6 million and $0.8
     million in 2001, 2000 and 1999, respectively. While the ultimate amount
     of claims incurred is dependent on future developments, in management's
     opinion, recorded allowances are adequate to cover the future payment of
     claims. However, it is reasonably possible that recorded allowances may
     not be adequate to cover future payment of claims. Adjustments, if any,
     to estimates recorded resulting from ultimate claim payments will be
     reflected in operations in the periods in which such adjustments are
     known.




                                 F-32


<PAGE>


              PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(15) COMMITMENTS AND CONTINGENCIES (CONTINUED)


     Construction Commitments

     In the normal course of business, the Company occasionally enters into
     commitments for the construction of new production facilities. At
     December 31, 2001, the amounts outstanding under these construction
     commitments totaled approximately $10.2 million.

     EDS Contract

     On December 1, 2000, the Company entered into a five-year outsourcing
     contract with EDS to manage its information technology infrastructure
     throughout Latin America for approximately $97.6 million, which will end
     on November 30, 2005. During 2001, the Company incurred $17.9 million in
     expense related to this contract. The future minimum obligations under
     this contract are $21.9 million in 2002, $21.0 million in 2003, $18.4
     million in 2004 and $14.9 million in 2005.

     Vulnerability due to Concentration and Franchise Arrangements

     The Company's primary raw material supplier is Coca-Cola. Transactions
     with Coca-Cola are subject to maintenance provisions under existing
     bottler agreements. The Company's other raw materials are sourced from
     multiple vendors and the Company believes additional supply sources exist
     for all these raw materials.

     The Company has the right to sell Coca-Cola's products pursuant to
     bottling or other similar agreements described below, which may have a
     material effect on the Company's financial statements in the case of
     non-compliance by the Company or non-performance by Coca-Cola.

     In the event of a problem with the quality of a beverage, Coca-Cola may
     require the Company to take all necessary measures to withdraw the
     beverage from the market. Coca-Cola must also approve the types of
     container used in bottling and controls the design and decoration of the
     bottles, boxes, cartons, stamps and other materials used in production.
     The agreements grant Coca-Cola the right to inspect the products.

     Coca-Cola charges the Company a fixed price for concentrates, which may
     change from time to time at the discretion of Coca-Cola. Coca-Cola
     currently charges the Company a percentage of the weighted average
     wholesale price (net of taxes) of each case sold to retailers within each
     of the Company's franchise territories. The Company pays no additional
     compensation to Coca-Cola under the licenses for the use of the
     associated trade names and trademarks. Subject to local law, Coca-Cola
     has the right to limit the wholesale prices of its products.

     As it has in the past, Coca-Cola may, in its discretion, contribute to
     the Company's advertising and marketing expenditures as well as undertake
     independent advertising and marketing activities. Coca-Cola has routinely
     established annual budgets with the Company for cooperative advertising
     and promotion programs.

     Service Fees

     The Company is appealing a decision by the Brazilian tax authorities
     imposing income taxes, interest and fines in an amount equivalent to $3.0
     million and $3.5 million as of December 31, 2001 and 2000, respectively,
     relating primarily to the deductibility of certain inter-company service
     payments.

     Tax Credits

     The Brazilian subsidiaries are also being assessed by the Brazilian tax
     authorities for tax credits taken during 1995 and 1996, relating to
     overpayments of the value-added tax in previous years. Such overpayments
     related to value-added tax applied to samples, free products given to
     customers and to credit sales. These assessments amount to approximately
     $37.2 million and $35.9 million as of December 31, 2001 and 2000,
     respectively, and the Company has appealed the assessments at the
     administrative level. The Company and its outside legal advisors believe
     that in view of the legal basis adopted for the use of such credits, no
     significant liability should result from this issue and therefore no
     provision for this matter has been recorded in the accompanying
     consolidated financial statements.



                                     F-33
<PAGE>

              PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(15) COMMITMENTS AND CONTINGENCIES (CONTINUED)


     During May 2000, the Comision Federal de Competencia (the Mexican
     Antitrust Commission, the "Commission") pursuant to a compliant filed by
     PepsiCo, Inc. and certain of its bottlers in Mexico, initiated an
     investigation of the sales practices of Coca-Cola and its bottlers. In
     November 2000, in a preliminary decision and in February 2002, through a
     final resolution, the Mexican Antitrust Commission held that Coca-Cola
     and its bottlers engaged in monopolistic practices with respect to
     exclusivity arrangements with certain retailers. The Mexican Antitrust
     Commission did not impose any fines, but ordered Coca-Cola and its
     bottlers, including certain Mexican subsidiaries of Panamco, to abstain
     from entering into any exclusivity arrangement with retailers. Panamco
     plans to appeal this decision. Although no assurances can be given, we do
     not believe that the outcome of this matter, even if determined against
     us, will have a material adverse effect on our financial condition or
     results of operations.

     During August 2001, the Comision para Promover la Competencia (the "Costa
     Rican Antitrust Commission") pursuant to a similar complaint filed by
     PepsiCo, Inc. and its bottler in Costa Rica initiated an investigation on
     the sales practices of Coca-Cola and Panamco Costa Rica for alleged
     monopolistic practices in the retail distribution channel including the
     gain of share of sales through exclusivity arrangements. The Costa Rican
     Antitrust Commission is currently investigating the matter. We believe
     that the complaint is without merit and we intend to vigorously defend
     ourselves in this matter. Although no assurances can be given, we do not
     believe that the outcome of this matter, even if determined against us,
     will have a material adverse effect on our financial condition or results
     of operations.

     In connection with the Venezuela Acquisition, in 1999 we received notice
     of certain tax claims asserted by the Venezuelan taxing authorities,
     which mostly relate to fiscal periods prior to the Venezuela Acquisition.
     The claims are in preliminary stages and currently total to approximately
     $48.2 million. We have certain rights to indemnification from Venbottling
     (a company owned by the Cisneros family) and Coca-Cola for a substantial
     portion of such claims. Based on the information currently available, we
     do not believe that the ultimate disposition of these cases will have a
     material adverse affect on us.

     During 1999, a group of independent distributors of Panamco Venezuela
     commenced a proceeding to incorporate a union of distributors. As a
     result, these distributors may, among other things, individually demand
     certain labor and severance rights against Panamco Venezuela. Since the
     incorporation process began, Panamco Venezuela has vigorously opposed its
     formation through all available legal channels. In February 2000, Panamco
     Venezuela presented a nullity recourse against the union incorporation
     solicitation, as well as an injunction request before the Venezuelan
     Supreme Court. 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 and obtain from a
     court of law a determination that the members of such union are
     considered workers pursuant to Venezuelan labor laws, and thereafter
     claim against Panamco Venezuela the payment of such benefits and rights
     including retroactive payments.

                                     F-34


<PAGE>


                PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(15) COMMITMENTS AND CONTINGENCIES (CONTINUED)


     To our knowledge, neither the union nor any of its individual members
     have initiated any process with the objective of obtaining such a court
     decision, although certain members of the union have threatened such
     action. We intend to vigorously defend our rights should this action be
     filed. During February 2002, the union filed a petition before the
     Venezuelan administrative agency in charge of labor matters attempting to
     obligate Panamco Venezuela to negotiate a collective bargaining
     agreement. In response, Panamco Venezuela filed a nullity recourse before
     the competent tribunal (the "Court") along with an injunction requesting
     the Court to suspend the collective bargaining negotiations until the
     nullity recourse is resolved. The Court granted the injunction in favor
     of Panamco Venezuela and admitted the nullity recourse. This injunction
     and nullity recourse was extended to a subsequent request by the union to
     have the Venezuelan administrative agency mediate the matter. During
     March 2002, a subcommittee of the Venezuelan congress conducted a hearing
     with representatives of the union as well as representatives of Panamco
     Venezuela. The subcommittee is currently reviewing the matter and a final
     recommendation from this political body is pending. We strongly believe
     that this matter should be resolved by the court system in Venezuela and
     intend to vigorously defend any attempts to politicize the matter.

     Panamco Brazil is the subject of administrative proceedings in the
     Federal Revenue Office brought by Brazilian tax authorities seeking
     income taxes, interest with respect to credits taken in current periods
     and fines in an amount equivalent to $3.7 million as of December 31,
     2000. Issues raised by the tax authorities include the deductibility of
     certain investment losses. The Brazilian tax authorities prevailed at the
     initial administrative proceeding in 1991 and at the appellate
     administrative level in June 1993. Panamco Brazil has appealed the
     decision. In April 1998, the Brazilian Taxpayers' Council ruled
     unanimously in favor of Panamco Brazil. The amount in question represents
     approximately $1.8 million. This ruling is not subject to appeal. The
     Brazilian Taxpayers' Council, however, issued a ruling against a former
     subsidiary of Panamco Brazil. The amount in question represents
     approximately $1.9 million. Panamco Brazil has appealed this ruling.

     During 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) and
     Coca-Cola (and certain of its subsidiaries). In the complaint, the
     plaintiffs alleged that we 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. We have 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 second quarter of
     2002. We believe this lawsuit is without merit and intend to vigorously
     defend ourselves in this matter.

     Other legal proceedings are pending against or involve the Company and
     its subsidiaries, which are incidental to the conduct of their
     businesses. We believe that the ultimate disposition of such other
     proceedings will not have a material adverse effect on our consolidated
     financial condition.


                                     F-35

<PAGE>


                PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(16) LEASES

     The Company leases buildings, machinery and equipment, vehicles, and
     office equipment throughout its operations under both operating and
     capital leases that expire between 2002 and 2007. The following are the
     minimum lease payments for each of the years indicated applicable to
     capital and operating leases as of December 31, 2001:

                                        Capital       Operating
                                      -----------   -------------
          Fiscal year:
                 2002                   $ 1,253         $11,096
                 2003                     1,253          11,606
                 2004                     1,253           9,129
                 2005                     1,253          17,561
                 2006                         -           3,196
                 Thereafter                   -           1,955
                                         ------         -------
          Total minimum lease payments  $ 5,102         $54,543
                                                        =======
          Amount representing interest      859
                                        -------
          Present value of minimum
            lease payments              $ 4,153
                                        =======

     Rental expense for all operating leases charged against earnings amounted
     approximately to $9.7 million, $13.5 million, and $8.9 million in 2001,
     2000, and 1999, respectively, and is included within the general and
     administrative expense in the consolidated statements of operations.


(17) COMPENSATION PLANS

     Cash Bonus Plan

     The Company has adopted a short-term incentive plan (the "Bonus Plan"),
     pursuant to which key executives of the Company and subsidiaries may
     receive bonus compensation based on Company performance, as determined by
     the Compensation Committee of the Board of Directors (the "Committee").
     Under the amended Bonus Plan, effective as of January 1, 2002, each
     participant is assigned a target award expressed as a percentage of base
     salary in varying amounts (which do not exceed 60% of base salary). The
     actual award will be based on Company performance, and will vary from 0%
     to 300% of the target award, on the basis of the relationship between
     actual performance of the participant's "Economic Unit" (that is, the
     Company or Panamco Mexico, Panamco Colombia, Panamco Brazil, Panamco
     Venezuela, Panamco Costa Rica, Panamco Nicaragua and Panamco Guatemala)
     and projected performance. For purposes of evaluating Economic Unit
     performance, the Committee will compare actual revenues, cash operating
     profit, net income, and free cash flow to projected amounts.

     Employee Profit Sharing

     Mexican, Brazilian and Venezuelan laws require that the Company make
     payments to employees relating to profit sharing. Profit sharing payments
     are treated as compensation expense and are reflected in the appropriate
     captions in the accompanying statements of operations. The employee
     profit sharing expense was $36.5 million, $33.2 million and $27.1 million
     for the years ended December 31, 2001, 2000 and 1999, respectively.


                                     F-36

<PAGE>


                PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(17) COMPENSATION PLANS (CONTINUED)

     Stock Option Plans

     At December 31, 2001, the Company had two stock option plans. A Stock
     Option Plan for Employees (the "Employee Plan"), which has a maximum of
     14,200,000 shares of Class A Common Stock available for stock option
     grants of which 5,200,000 shares were authorized to be included in the
     Employee Plan by the Board of Directors and shareholders with voting
     rights in 2001. Under this plan, the options vest over a five-year period
     for the options granted through 1996 and over a three-year period for
     options granted beginning in 1997.

     The Company also has a Stock Option Plan for Nonemployee Directors (the
     "Directors Plan"), which was implemented to attract and retain the
     services of experienced and knowledgeable nonemployee directors and
     nonemployee members of the advisory board of the Company. The Directors
     Plan provides each nonemployee director and each nonemployee advisory
     board member with an option to purchase a specified number of shares of
     Class A Common Stock. A total of 190,000 shares of Class A Common Stock
     is available for grants under the Directors Plan of which 90,000 shares
     were authorized to be included in the Directors Plan by the Board of
     Directors in 2001, which is administered by the Board of Directors or a
     subcommittee thereof. The Board of Directors has the discretion to amend,
     terminate or suspend the Directors Plan at any time. Under the Directors
     Plan, the options vest over a four-year period for the options granted
     until 1996 and over a three-year period for the options granted beginning
     in 1997. As of December 31, 2001, no options have been exercised or
     cancelled under the Directors Plan.

     There were 6,856,716 shares of common stock reserved for future grants as
     of December 31, 2001 under all stock option plans.

     On November 10, 2000, when the closing price of the Class A Common Stock
     on the New York Stock Exchange was $14.25 per share, the Company granted
     600,000 options to certain executive officers, but not pursuant to the
     Employee Plan, at an exercise price of $14.25 per share. These options
     vested 50% upon issuance and 50% after one year. Since the grant of the
     stock options was at an exercise price equal to that of the quoted market
     price on the date of the grant, no compensation expense was recorded by
     the Company related to these options.

     Nonvested Stock Grant

     On November 10, 2000, when the closing price of the Class A Common Stock
     on the New York Stock Exchange was $14.25 per share, the Company granted
     700,000 shares of nonvested stock to certain executive officers. The
     terms of the restricted stock are as follows: one-third of the shares
     shall vest in the event that the share price equals or exceeds the grant
     date share price by $5.00 or more on or before the second anniversary of
     the grant date; two-thirds of the shares (reduced by one-third if shares
     already vested) shall vest if the share price exceeds the grant date
     share price by $10.00 or more on or before the third anniversary of the
     grant date; and all the unvested shares shall vest in the event that the
     share price equals or exceeds the grant date share price by $15.00 or
     more on or before the fourth anniversary of the grant date. The holders
     are entitled to dividends on the entire amount of the restricted stock.
     Non-vested shares shall be forfeited to the extent that they do not vest
     on or before the fourth anniversary of the grant date.

     During the second quarter of 2001, the Company issued 700,000 shares and
     retained possession of the shares subject to meeting the vesting
     requirements. During July 2001, one-third of the shares became vested and
     the Company delivered the vested shares to the executive officers and
     recognized compensation expense totaling $4.5 million associated with the
     vesting of one-third of the shares. Due to the uncertainty of the future
     market price of the stock, management cannot make a reasonable estimate
     as to what the compensation expense, associated with the vesting of
     two-thirds of the shares, may be or if the remaining restricted stock
     will vest.


                                 F-37

<PAGE>

                PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(17) COMPENSATION PLANS (CONTINUED)

     Stock Option Activity

     A summary of option transactions is presented below:

<TABLE>


                                              2001                             2000                              1999
                                 -------------------------------  --------------------------------  -------------------------------
                                     Options        Weighted          Options        Weighted          Options        Weighted
                                                    average                           average                          average
                                                    exercise                         exercise                         exercise
                                                     price                             price                            price
                                 -------------------------------  --------------------------------  -------------------------------
     <S>                                <C>             <C>           <C>                 <C>            <C>                 <C>

     Outstanding on                   7,003,224        $ 17.82         5,463,414         $ 19.00        4,129,314         $ 20.45
        January 1,
     Granted                          1,039,295          16.31         1,750,110           14.54        1,560,000           15.69
     Exercised                         (336,582)         14.23           (25,000)          16.20          (76,500)          16.33
     Forfeited                         (351,935)         19.26          (185,300)          21.89         (149,400)          25.87
                                   -------------                      -----------                      -----------
     Outstanding on
        December 31,                  7,354,002        $ 17.70         7,003,224         $ 17.82        5,463,414         $ 19.00
                                   ============                       ==========                       ==========
     Options exercisable
        at end of year                5,139,626        $ 18.59         4,041,840         $ 19.06        2,535,719         $ 19.37
                                   ============                       ==========                       ==========
     Nonvested stock
        at end of year                  466,667        $ 14.25           700,000         $ 14.25                -           $   -
                                   ============                       ==========                       ==========

</TABLE>


     The following table sets forth certain information relating to
     outstanding and exercisable stock options at December 31, 2001:
<TABLE>

                                                Options Outstanding                                  Options Exercisable
                           ---------------------------------------------------------------  ---------------------------------------
                                 Number                              Weighted average
                             outstanding at        Weighted             remaining                 Number             Weighted
                              December 31,          average          contractual life         outstanding at         average
                                  2001          exercise price          (in years)           December 31, 2001    exercise price
                           ---------------------------------------------------------------  ---------------------------------------
     <S>                           <C>                 <C>                  <C>                     <C>                <C>

     $13.75 to $15.00            2,380,310            $ 14.41                7.3                   1,659,437           $ 14.29
     $15.01 to $20.00            2,957,438              16.24                7.8                   1,472,935             16.39
     $20.01 to $25.00            1,509,310              21.66                6.6                   1,500,310             21.67
     $25.01 to $29.94              506,944              29.94                6.0                     506,944             29.94
                                 ---------                                                         ---------
                                 7,354,002            $ 17.70                7.2                   5,139,626           $ 18.59
                                 =========                                                         =========

</TABLE>


     The Company accounts for its stock option plans in accordance with the
     Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
     Issued to Employees" and related interpretations. Accordingly, no
     compensation cost has been recognized in the consolidated statements of
     operations with respect to stock option grants where the exercise price
     is equal to or greater than quoted market value at the date of grant. Had
     compensation costs for the Company's stock-based compensation plans been
     determined based on the fair value at the grant dates for awards under
     the stock option plans, consistent with the method preferred by SFAS No.
     123, the Company's pro forma net earnings (loss) and earnings (loss) per
     share would be as follows:



                                     F-38


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)




(17) COMPENSATION PLANS (CONTINUED)


                                                     December 31,
                                   -----------------------------------------
                                       2001          2000           1999
                                   ------------   ------------   -----------
     Net income (loss):
       As reported                  $  118,024    $ (504,660)    $ (59,904)
                                    ==========    ===========    ==========

       Pro forma                    $  107,984    $ (510,039)    $ (69,017)
                                    ==========    ===========    ==========

     Net income (loss) per share:
       As reported:
         Basic                      $     0.94    $    (3.92)    $   (0.46)
                                    ==========    ===========    ==========

         Diluted                    $     0.93    $    (3.92)    $   (0.46)
                                    ==========    ===========    ==========

       Pro forma:
         Basic                      $     0.86    $    (3.96)    $   (0.53)
                                    ==========    ===========    ==========

         Diluted                    $     0.85    $    (3.96)    $   (0.53)
                                    ==========    ===========    ==========

     SFAS No. 123 requires pro forma disclosure to include expense from grants
     beginning in 1995. As such, for 1999, the Company's pro forma information
     is not representative of the pro forma effect of the fair value
     provisions of SFAS No. 123 on the Company's net income because pro forma
     compensation expense related to grants made prior to 1995 was not taken
     into consideration.

     The weighted-average fair value at date of grant for stock options
     granted during 2001, 2000 and 1999 was $6.57, $6.69 and $6.60,
     respectively, and was estimated using the Black-Scholes option valuation
     model with the following weighted-average assumptions:


                                                     December 31,
                                   -----------------------------------------
                                       2001          2000           1999
                                   ------------   ------------   -----------
       Risk-free interest rate          3.90%          5.78%          5.82%
       Dividend yield                   1.40%          1.30%          1.11%
       Expected volatility              40.5%          42.0%         59.20%
       Expected option term lives   6.4 years      6.7 years        3 years

     The Black-Scholes option valuation model was developed for use in
     estimating the fair value of traded options, which have no vesting
     restrictions and are fully transferable. Option valuation models require
     the input of highly subjective assumptions, including expected stock
     price volatility. The Company's stock-based compensation arrangements
     have characteristics significantly different from those of traded
     options, and changes in the subjective input assumptions used in
     valuation models can materially affect the fair value estimate. As a
     result, the existing models may not necessarily provide a reliable
     measure of the fair value of its stock-based compensation.


                                     F-39


<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(18) CAPITAL AND OTHER TRANSACTIONS

     At the time of the signing of the Agreement (mentioned in Note 1), and in
     connection with the acquisition of the Costa Rican franchise, Export
     acquired additional shares of Class A and B Common Stock and 2 shares of
     a new Series C Preferred Stock of the Company. The holder of the Series C
     Shares (the "Holder") is not entitled to receive any dividends with
     respect to the Series C Stock and is only entitled to a preference on the
     liquidation, dissolution or winding up of the Company of $1.00 in total.
     Pursuant to the Certificate of Designation for the Series C Shares, the
     Company has agreed with the Holder not to take certain actions without
     the approval of the Holder, including, but not limited to: (i) certain
     consolidations, mergers and sales of substantially all of the Company's
     assets; (ii) any acquisition or sale of a business (or an equity interest
     therein) if the purchase price or sales price thereof, as the case may
     be, exceeds a material amount (as defined therein); (iii) entry into any
     new significant line of business or termination of any existing
     significant line of business; (iv) certain capital expenditures and
     acquisitions and dispositions of property and equipment; (v) certain
     transactions with affiliates (as defined); (vi) certain changes in the
     Company's policy with respect to dividends or distributions to
     shareholders and (vii) certain changes to the Company's Articles or
     By-laws. These rights are subject to certain exceptions and
     qualifications and may be suspended or terminated in certain
     circumstances.

     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 totaling $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. During 2001, the
     Company has repurchased 7,283,685 shares amounting to $133.5 million
     (including brokerage commissions) during 2001. From the Share Repurchase
     Program's inception on December 9, 1999 to December 31, 2001, the Company
     has repurchased 8,437,564 shares for a total amount of $154.8 million
     (including brokerage commissions).

     In general, with the exception of voting rights and certain conversion
     rights, the Class A Common Stock and the Class B Common Stock have the
     same rights and privileges. Each share of Class B Common Stock entitles
     the holder to one vote on all matters as to which the shareholders are
     entitled to vote. The Class A Common Stock is non-voting and does not
     entitle the holder thereof to vote on any matter.

     The Company declared cash dividends of $0.24 per share of common stock
     for each of the years ended December 31, 2001, 2000, and 1999.


(19) RETAINED EARNINGS

     Certain of the Company's subsidiaries are required by law to appropriate
     a portion of their annual net income to legal provisions until such
     allowances equal prescribed percentages of outstanding capital stock.
     These legal allowances, which aggregated $39.2 million and $38.4 million
     at December 31, 2001 and 2000, respectively, are generally not available
     for distribution to shareholders until the liquidation of the individual
     companies, except in the form of stock dividends in the Mexican
     subsidiaries.


                                     F-40


<PAGE>
                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(19) RETAINED EARNINGS (CONTINUED)

     The Brazilian companies' statutes require minimum dividend distributions
     representing 25% of net income (after deducting reserves provided by law
     or by the shareholders) for the year. This dividend requirement may be
     waived by the unanimous vote of shareholders at a meeting where a quorum
     (consisting of the holders of a majority of the shares) is present.

     At present, Colombia and Costa Rica impose withholding taxes of 7% and
     15%, respectively, on dividends paid by domestic subsidiaries to the
     Company. Brazil imposes a withholding tax of 15% on dividends paid by
     domestic subsidiaries to the Company that are derived from earnings
     generated prior to January 1, 1996.

     Dividends from earnings generated until 1998 are not subject to income
     taxes in Mexico, as long as they are paid from "net taxed income" (UFIN).
     Dividends not paid from UFIN are subject to a 35% income tax. During 2000
     and 2001, dividends paid to individuals or foreign residents were subject
     to income tax withholding of an effective tax rate of approximately 7.7%.
     In addition, if earnings generated after 1998 for which no corporate tax
     has been paid are distributed, the tax must be paid upon distribution of
     the dividends. Consequently, the Company must keep a record of earnings
     subject to each tax rate.

     Effective January 1, 2001, dividends declared and paid in Venezuela out
     of retained earnings that have not been subject to income taxes are
     subject to a withholding tax rate of 34%.

     As of December 31, 2001, dividends are not subject to withholding taxes
     in Nicaragua and Guatemala.

(20) OTHER INCOME (EXPENSE), NET

     Other income (expense), net for the three years ended December 31, 2001,
     2000 and 1999 is as follows:

<TABLE>

                                                                 December 31,
                                                  ------------------------------------------
                                                       2001          2000           1999
                                                  ------------   ------------   ------------
          <S>                                          <C>           <C>            <C>

          Provision for contingencies               $  (522)      $ (8,418)      $ (5,270)
          Exchange losses, net                       (9,272)        (8,217)       (32,701)
          Gain (loss) on sale of property and
              equipment and investments               2,047         (3,642)         2,760
           Equity in earnings (losses) of
             unconsolidated companies, net              516         (1,189)        (4,371)
           Capital expenditure incentives             2,637          1,886          5,115
           Operating income (loss) from
              non-bottling subsidiaries              (2,333)          (741)         3,950
          Nonoperating charges                         (874)        (5,977)        (4,391)
          Other, net                                 (3,090)        (5,364)        (4,388)
                                                    --------      ---------      ---------

          Other income (expense), net              $(10,891)      $(31,662)     $ (39,296)
                                                    ========      =========     ==========
</TABLE>

                                     F-41

<PAGE>
                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(21) SEGMENTS AND RELATED INFORMATION

     The Company operates in the bottling and distribution industries and in
     markets throughout Latin America. The basis for determining the Company's
     operating segments is the manner in which financial information is used
     by the Company in its operations. Management operates and organizes
     itself according to business units, which comprise the Company's products
     across geographic locations. The Company evaluates performance and
     allocates resources based on income or loss from operations. The
     accounting policies of the reportable segments are the same as those
     described in the summary of significant accounting policies. Long-lived
     assets constitute total assets less current assets less long-term
     deferred income taxes less long-term receivables from affiliated
     companies.

     Relevant information concerning the geographic areas in which the Company
     operates in accordance with SFAS No. 131, "Disclosures about Segments of
     an Enterprise and Related Information," is as follows:
<TABLE>
                                                                           2001
                                       ---------------------------------------------------------------------------------------
                                         NOLAD          Brazil        Colombia       Venezuela      Corporate        Total
                                       -----------    -----------    -----------    -----------    -----------    -------------
<S>                                    <C>            <C>            <C>            <C>            <C>            <C>
Net sales                              $ 1,289,004    $   419,926    $   384,668    $   557,274    $      --      $ 2,650,872
                                       ===========    ===========    ===========    ===========    ===========    ===========

Operating income (loss)                $   225,828    $    11,950    $    24,838    $    37,271    $   (16,689)   $   283,198
                                       ===========    ===========    ===========    ===========    ============   ===========

Interest income                        $     8,367    $     4,115    $     2,287    $       160    $     6,412    $    21,341
                                       ===========    ===========    ===========    ===========    ===========    ===========

Interest expense                       $   (20,532)   $   (11,794)   $   (13,084)   $   (17,586)   $   (56,394)   $  (119,390)
                                       ============   ============   ============   ============   ============   ============

Depreciation and amortization          $    79,634    $    19,913    $    56,404    $    61,184    $    19,948    $   237,083
                                       ===========    ===========    ===========    ===========    ===========    ===========

Capital expenditures                   $    59,044    $     5,965    $     8,274    $     9,808    $        30    $    83,121
                                       ===========    ===========    ===========    ===========    ===========    ===========

Long-lived assets                      $   690,155    $   189,279    $   327,059    $   339,512    $   651,643    $ 2,197,648
                                       ===========    ===========    ===========    ===========    ===========    ===========

Total assets                           $   853,458    $   352,883    $   383,188    $   419,935    $   683,562    $ 2,693,026
                                       ===========    ===========    ===========    ===========    ===========    ===========

                                                                           2000
                                       ---------------------------------------------------------------------------------------
                                         NOLAD          Brazil        Colombia       Venezuela      Corporate        Total
                                       -----------    -----------    -----------    -----------    -----------    -------------
Net sales                              $ 1,200,350    $   496,488    $   386,720    $   515,853    $      --      $ 2,599,411
                                       ===========    ===========    ===========    ===========    ===========    ===========

Operating income (loss)                $   142,688    $    (2,841)   $   (20,544)   $   (66,073)   $  (392,118)   $  (338,888)
                                       ===========    ============   ============   ============   ============   ============

Interest income                        $    11,394    $     1,572    $     3,135    $         3    $    15,829    $    31,933
                                       ===========    ===========    ===========    ===========    ===========    ===========

Interest expense                       $   (24,484)   $   (13,810)   $    (7,621)   $   (24,819)   $   (71,565)   $  (142,299)
                                       ============   ============   ============   ============   ============   ============

Depreciation and amortization          $    88,988    $    30,246    $    64,597    $    96,804    $    29,230    $   309,865
                                       ===========    ===========    ===========    ===========    ===========    ===========

Capital expenditures                   $    74,659    $     7,596    $     9,104    $    30,408    $     2,130    $   123,897
                                       ===========    ===========    ===========    ===========    ===========    ===========

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>
                                     F-42
<PAGE>
                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)

(21) SEGMENTS AND RELATED INFORMATION (CONTINUED)
<TABLE>
                                                                          1999
                                       ---------------------------------------------------------------------------------------
                                         NOLAD          Brazil        Colombia       Venezuela      Corporate        Total
                                       -----------    -----------    -----------    -----------    -----------    -------------
<S>                                    <C>            <C>            <C>            <C>            <C>           <C>
 Net sales                             $ 1,005,828    $   500,683    $   397,014    $   512,292    $      --      $ 2,415,817
                                       ===========    ===========    ===========    ===========    ===========    ===========

 Operating income (loss)               $   160,220    $     2,507    $    13,090    $   (20,256)   $   (41,110)   $   114,451
                                       ===========    ===========    ===========    ============   ===========    ===========

 Interest income                       $     3,923    $     2,933    $     6,143    $      --      $    15,963    $    28,962
                                       ===========    ===========    ===========    ===========    ===========    ===========

 Interest expense                      $   (17,615)   $   (17,676)   $   (12,896)   $   (18,028)   $   (62,857)   $  (129,072)
                                       ============   ============   ============   ============   ============   ============

 Depreciation and amortization         $    58,346    $    32,763    $    59,178    $    71,156    $    29,380    $   250,823
                                       ===========    ===========    ===========    ===========    ===========    ===========

 Capital expenditures                  $    79,058    $    22,686    $    28,275    $    33,184    $      --      $   163,203
                                       ===========    ===========    ===========    ===========    ===========    ===========

 Long-lived assets                     $   581,276    $   309,441    $   445,428    $   466,846    $ 1,293,878    $ 3,096,869
                                       ===========    ===========    ===========    ===========    ===========    ===========

 Total assets                          $   720,594    $   486,198    $   498,005    $   556,696    $ 1,351,629    $ 3,613,122
                                       ===========    ===========    ===========    ===========    ===========    ===========

(22) QUARTERLY INFORMATION (UNAUDITED)
                                                                   For the three months ended
                                -------------------------------------------------------------------------------------------------
                                      March 31,                 June 30,              September 30,            December 31,
                                         2001                     2001                    2001                     2001
                                -----------------------  -----------------------  ----------------------  -----------------------
 Net sales                             $ 648,029            $ 671,434                $ 638,642                $  692,767
                                       =========            =========                =========                ==========

 Gross profit                          $ 331,766            $ 353,234                $ 328,982                $  340,583
                                       =========            =========                =========                ==========

 Net income                            $  21,321            $  40,242                $  30,110                $   26,351
                                       =========            =========                =========                ==========

 Basic earnings per share
                                       $    0.17            $    0.32                $    0.24                $     0.22
                                       =========            =========                =========                ==========

 Diluted earnings per share
                                       $    0.16            $    0.31                $    0.24                $     0.21
                                       =========            =========                =========                ==========
                                                                   For the three months ended
                                -------------------------------------------------------------------------------------------------
                                      March 31,                 June 30,              September 30,            December 31,
                                         2000                     2000                    2000                     2000
                                -----------------------  -----------------------  ----------------------  -----------------------
  Net sales                            $ 608,181            $ 641,061                $ 648,180                $  701,989
                                       =========            =========                =========                ==========

  Gross profit                         $ 309,760            $ 340,548                $ 343,258                $  362,360
                                       =========            =========                =========                ==========

  Net income (loss)                    $ (71,502)           $  11,524                $     464                $ (445,146)
                                       ==========           =========                =========                ===========

  Basic earnings (loss) per share
                                       $   (0.55)           $    0.09                $    0.00                $    (3.46)
                                       ==========           =========                =========                ===========

  Diluted earnings (loss) per share
                                       $   (0.55)           $    0.09                $    0.00                $    (3.46)
                                       ==========           =========                =========                ===========
</TABLE>
                                     F-43
<PAGE>


                 PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Balances in the tables are stated in thousands of U.S. dollars)


(23) SUBSEQUENT EVENTS

     On March 18, 2002, Molson, Inc. announced the acquisition of Kaiser, in
     which the Company holds a 12.1% ownership interest. The transaction is
     valued at $765 million. The Company expects to receive gross proceeds of
     approximately $78 million from this transaction. A small portion of the
     proceeds will be received in Molson, Inc. shares, with the remaining
     amount to be received in cash within the next 90 days. At the present
     time, the Company distributes Kaiser products in its franchise area in
     Brazil and the Molson, Inc. acquisition will not impact this distribution
     agreement.


                                     F-44


<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE


To Panamerican Beverages, Inc.:

We have audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated financial statements
included in the Panamerican Beverages, Inc. (the "Company") annual report
to shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated February 5, 2002 (except with respect to
the matters discussed in Note 23, as to which the date is March 18,
2002). Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The Financial Statement Schedule II listed
in Item 14 is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated financial
statements. This financial statement schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation
to the basic consolidated financial statements taken as a whole.

Arthur Andersen LLP

Miami, Florida,
  February 5, 2002.


                                     F-45


<PAGE>



                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

     The following is an analysis of the valuation and qualifying accounts for
     the three years ended December 31, 2001, 2000 and 1999:

<TABLE>

                                                               Additions
                                                      ---------------------------
                                          Balance at    Charged to    Charged to
                                           beginning    costs and        other        Deductions-     Balance at
             Description                    of year      expenses      accounts      applications    end of year
             -----------                ------------   -------------  ------------   ------------    -----------
<S>                                         <C>          <C>           <C>           <C>             <C>

2001:
Allowance for doubtful accounts            $  9,874         718          (499)         1,656         $  8,437
Allowance for obsolete and
    slow-moving inventory                  $  3,454       7,011            --          3,696         $  6,769
Allowance for restructuring                $ 55,631          --            --         43,105         $ 12,526

2000:
Allowance for doubtful accounts            $ 11,534         585           861          3,106         $  9,874
Allowance for obsolete and
    slow-moving inventory                  $  4,064      (1,609)        1,250            251         $  3,454
Allowance for restructuring                $    --      503,659          --          448,028         $ 55,631

1999:
Allowance for doubtful accounts            $ 10,427       3,049           204          2,146         $ 11,534
Allowance for obsolete and
    slow-moving inventory                  $  1,486       2,664            --             86         $  4,064
Allowance for restructuring                $     --      35,172            --         35,172         $     --


</TABLE>


                                     F-46

<PAGE>


                                                                   EXHIBIT 21.1

                        SUBSIDIARIES OF THE REGISTRANT

PANAMERICAN BEVERAGES INC.
--------------------------

     Interamerican Financial Corporation (Incorporated in Panama)
     Panamco Insurance Company Ltd. (Incorporated in Bermuda)
     Alliance International Corp. (Incorporated in Panama)
     Panamco L.L.C. (Incorporated in Delaware)
     Pan Air Holding, Inc. (Incorporated in Panama)
     Panamco Aircraft L.L.C. (Incorporated in Delaware)
     Kristin Overseas (Incorporated in Panama)
     Panamco USA (Incorporated in Delaware)

MEXICO (Companies related to the operation of Panamco in Mexico).
-----------------------------------------------------------------

     Panamco Mexico SA de CV (98.14 % ownership)
     Panamco Bajio SA de CV (97.20% ownership)
     Panamco Golfo SA de CV
     Compania Inmobiliaria de Puebla SA de CV
     Compania Inmobiliaria de Apizaco SA de CV
     Inmobiliaria Impulsa SA de CV
     Compania Inmobiliaria de Coatepec SA de CV
     Administracion SA de CV (99.83% ownership)
     Arrendadora del Bajio SA de CV Prosein SA de CV
     Proyectos y Construcciones Azteca SA de CV
     Arrendadora Azteca SA de CV
     Industrial Metalica de Leon SA de CV (60.17% ownership)
     Plastehsa SA de CV
     Maseri de Leon SA de CV (90% ownership)
     Impulsora Azteca SA de CV
     Compania Inmobiliaria de Leon SA de CV (97.95% ownership)
     Compania Inmobiliaria de Irapuato SA de CV (98.18% ownership)
     Inmuebles Urbanos de Apatzingan
     Compania Inmobiliaria de Celaya SA de CV (98.03% ownership)
     Compania Inmobiliaria de Morelia SA de CV (87.11% ownership)
     Impulsora de Michoacan SA de CV
     Compania Inmobiliaria de Zamora SA de CV (87.02% ownership)
     Compania Inmobiliaria de Apatzingan SA de CV (85.82% ownership)
     Industria Envasadora de Queretaro SA de CV (14.9% ownership)
     Pan-Air SA de CV

BRAZIL (Companies related to the operation of Panamco in Brazil).
-----------------------------------------------------------------

     Dixer Distribuidora de Bebidas SA
     Juratuba SA Industria & Comercio
     Refrescos Do Brazil SA (98.86% ownership)
     Spal Industria Brazilera de Bebidas SA
     KSP Participaciones Limitada SA (38.73% ownership)
     Refigerantes Do Oeste SA
     Supripack Ind. Com. De Embalagens Ltda


<PAGE>


     Distribuidora de Bebidas No Lar Ltda.
     Distribuidora Capuava de Bebidas Ltda
     Sabara Compania Administradora Ltda
     American Participacoes Ltda.

COLOMBIA (Companies related to the operation in Colombia).
----------------------------------------------------------

     Panamco Indega SA (97.24% ownership)
     Embotelladoras de Santander SA
     Embotelladora del Huila SA (65% ownership)
     Embotelladora Roman SA
     Tapon Corona de Colombia SA (40% ownership)
     Friomix del Cauca SA
     Comptec SA (20% ownership)

VENENZUELA (Companies related to the operation in Venezuela).
-------------------------------------------------------------

The following companies are incorporated in Panama:

     Embotelladora Coca-Cola y Hit de Venezuela SA
     Wape Investments Inc.

The following Companies are incorporated in Venezuela:

     Coca-Cola Refrescos Holdings SA
     Coca-Cola Refrescos SA
     Panamco de Venezuela SA
     Distribuidora CCC SA
     Valores Nirgua SA
     Comercial Vendosa SA

COSTA RICA (Company related to the operation in Costa Rica).
------------------------------------------------------------

     Embotelladora Panamco Tica SA

NICARAGUA (Company related to the operation in Nicaragua).
----------------------------------------------------------

The following Company is incorporated in Panama:

     Centroamericana Investments SA

The following Company is incorporated in Nicaragua:

     Panamco de Nicaragua SA

GUATEMALA (Companies related to the operation in Guatemala)
-----------------------------------------------------------

     Embotelladora Central SA
     Bodegas de Distribucion SA
     Apoyos Industriales y Comerciales Integrados, SA




<PAGE>

                                                                   EXHIBIT 23.1



              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


          As independent certified public accountants, we hereby consent to
the incorporation of our reports included in this Form 10-K, into the
Company's previously filed Registration Statement File No. 333-9012.

Arthur Andersen LLP

Miami, Florida,
  March 28, 2002.



<PAGE>


                                                                   Exhibit 99.1





                                   March 28, 2002


U.S. Securities and Exchange Commission
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

Pursuant to Temporary Note 3T to Article 3 of Regulation S-X, Panamerican
Beverages, Inc. (the "Company") hereby certifies to the Securities and
Exchange Commission that it has met with representatives of Arthur Andersen
LLP ("Arthur Andersen") and has received from Arthur Andersen the following
written representations as of the date hereof:

     1.   Arthur Andersen's audit of the consolidated financial statements of
          the Company and its subsidiaries as of December 31, 2001 and for the
          year then ended was subject to Arthur Andersen's quality control
          system for the United States of America accounting and auditing
          practice to provide reasonable assurance that the engagement was
          conducted in compliance with professional standards;

     2.   There was appropriate continuity of Arthur Andersen personnel
          working on this audit;

     3.   For this audit, Arthur Andersen's national office was available for
          consultation; and

     4.   Personnel at foreign affiliates of Arthur Andersen were available to
          conduct the relevant portions of this audit.


                                   Sincerely,


                                   /s/ Mario Gonzalez Padilla
                                   ------------------------------
                                   Mario Gonzalez Padilla
                                   Vice President, Chief Financial Officer
                                   and Treasurer