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<SEC-DOCUMENT>0000893750-02-000389.txt : 20020702
<SEC-HEADER>0000893750-02-000389.hdr.sgml : 20020702
<ACCEPTANCE-DATETIME>20020701173116
ACCESSION NUMBER:		0000893750-02-000389
CONFORMED SUBMISSION TYPE:	20-F
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020701
DATE AS OF CHANGE:		20020701

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ANDINA BOTTLING CO INC
		CENTRAL INDEX KEY:			0000925261
		STANDARD INDUSTRIAL CLASSIFICATION:	BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		20-F
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13142
		FILM NUMBER:		02694382

	BUSINESS ADDRESS:	
		STREET 1:		CARLOS VALDOVINOS 560
		STREET 2:		LAS CONDES
		CITY:			SANTIAGO CHILE
		STATE:			F3
		ZIP:			00000
		BUSINESS PHONE:		5623380520
</SEC-HEADER>
<DOCUMENT>
<TYPE>20-F
<SEQUENCE>1
<FILENAME>form_20-f.txt
<DESCRIPTION>ANDINA BOTTLING COMPANY
<TEXT>

=============================================================================

                                 United States
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                                   FORM 20-F
(Mark One)

  [ ]     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                                      OR

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

                  For the fiscal year ended December 31, 2001

                                      OR

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

          For the transition period from ________________________ to
          ______________________

                        Commission file number 33-80138

                           Embotelladora Andina S.A.
            (Exact name of Registrant as specified in its charter)

                            Andina Bottling Company
               (Translation of the Registrant's name in English)

                             The Republic of Chile
                         (State or other jurisdiction
                       of incorporation or organization)

                      Avenida Andres Bello 2687, Piso 20
                                  Las Condes
                                Santiago, Chile
                                (562) 338-0520
         (Address and telephone number of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the
Act:

  Title of each class               Name of each exchange on which registered
  --------------------------------  -----------------------------------------
  Series A Shares, Series B shares         New York Stock Exchange
  of Registrant represented by
  American Depositary Shares,
  Debt Securities

Securities registered or to be registered pursuant to Section 12(g) of the
Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
                           ________________________

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

     Common Stock, with no par value: 12/31/01.
                           ________________________

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
                         [X]  Yes           [ ]  No

Indicate by check mark which financial statement item the registrant has
elected to follow.
                         [ ]  Item 17       [X]  Item 18
=============================================================================

<PAGE>

                                 INTRODUCTION

     Unless the context otherwise requires, as used in this annual report on
Form 20-F ("Annual Report"):

     o    the "Company" means Andina and its consolidated subsidiaries;

     o    "Andina" means Embotelladora Andina S.A.;

     o    "Refrescos" means the Company's subsidiary, Rio de Janeiro Refrescos
          Ltda. and its subsidiaries;

     o    "Edasa" means the Company's subsidiary, Embotelladora del Atlantico
          S.A.;

     o    "Vital" means the Company's subsidiary, Vital S.A.;

     o    "Multipack" means the Company's subsidiary, Envases Multipack S.A.;

     o    "Cipet" means the Company's subsidiary, Complejo Industrial Pet S.A.

     Likewise, unless the context otherwise requires, "The Coca-Cola Company"
means The Coca-Cola Company or any of its subsidiaries, including without
limitation Coca-Cola de Chile S.A. ("C-C Chile"), which operates in Chile,
Coca-Cola Industrias Ltda. ("C-C Brazil"), which operates in the Federative
Republic of Brazil ("Brazil") and Coca-Cola de Argentina S.A. ("C-C
Argentina"), which operates in the Republic of Argentina ("Argentina").

     In addition, as used in this Annual Report:

     o    the "Chilean territory" means the Metropolitan Region of Santiago,
          Chile and the neighboring provinces of Cachapoal, excluding the
          municipality of San Vicente, and San Antonio;

     o    the "Brazilian territory" means the municipality of Rio de Janeiro,
          Espirito Santo, the southern part of Minas Gerais, Brazil and
          portions of the neighboring areas of Itaguai, Mangaratiba, Duque de
          Caxias and Sao Joao de Meriti, Niteroi, Itambi, Campos, Gobernador,
          Valadares y Cariacica; and,

     o    the "Argentine territory" means the provinces of Cordoba, Mendoza,
          San Juan, San Luis, Entre Rios, Buenos Aires (San Nicolas and
          Ramallo) and most of Santa Fe, Argentina. In January 1998, the
          Company acquired an ongoing Coca-Cola Soft Drinks distributor in the
          city of Gualeguaychu in the province of Entre Rios and thereby
          became the sole distributor of Coca-Cola Soft Drinks in the province
          of Entre Rios.

            PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

         Unless otherwise specified, references herein to "dollars", "U.S.
dollars" or "US$" are to United States dollars; references to "pesos",
"Chilean pesos" or "Ch$" are to Chilean pesos; references to "UF" are to
Unidades de Fomento, a daily indexed Chilean peso-denominated monetary unit
that takes into account the effect of the Chilean inflation rate of the
previous month; and references to "real" or

<PAGE>

"reals" or "R$" are to Brazilian reals. Certain percentages and amounts
contained herein have been rounded for ease of presentation.

     Included elsewhere in this Annual Report are the Company's audited
consolidated balance sheets at December 31, 2000 and 2001 and the related
audited consolidated statements of income and of cash flows for the three
years in the period ended December 31, 2001 (collectively, the "Consolidated
Financial Statements"), which have been prepared in accordance with generally
accepted accounting principles in Chile as in effect from time to time
("Chilean GAAP"). The consolidated financial results of the Company include
the results of subsidiaries of the Company located outside Chile, principally
in Brazil and Argentina, which in the aggregate accounted for 49% of the
Company's total assets, 60% of the Company's net sales and 30% of the
Company's operating income at and for the year ended December 31, 2001. The
Company's subsidiaries outside Chile prepare their financial statements in
accordance with Chilean GAAP and, for purposes of local taxation, in
accordance with the generally accepted accounting principles in their country
of incorporation. The Consolidated Financial Statements reflect the Chilean
GAAP results of the Company's subsidiaries outside Chile translated into
Chilean pesos. On January 1, 1998, the results of the Company's non-Chilean
subsidiaries once again began stating their results in U.S. dollars prior to
their translation into Chilean pesos at the year-end exchange rate. Chilean
GAAP requires monetary assets and liabilities to be translated at year-end
rates of exchange, non-monetary assets and liabilities to be translated at
historical rates of exchange as of the date of acquisition or incurrence, as
the case may be, and income and expense accounts to be translated at the
average monthly exchange rate for the month in which recognized. Unless
otherwise specified, financial data regarding the Company is presented herein
in constant Chilean pesos (which factors in the purchasing power of the
Chilean peso) as of December 31, 2001. See Notes 1(b) and 25(I)(b) of the
Notes to the Consolidated Financial Statements.

     For the convenience of the reader, this Annual Report contains
translations of certain Chilean peso amounts into U.S. dollars at specified
rates. Unless otherwise indicated, U.S. dollar equivalent information for
amounts in Chilean pesos is based on the Observed Exchange Rate (as defined
under "Item 3. Key Information--Exchange Rates") reported by the Banco Central
de Chile (the "Central Bank") for December 31, 2001, which was Ch$
654.79=US$1.00. The Federal Reserve Bank of New York does not report a noon
buying rate in New York City for Chilean pesos. No representation is made that
the peso or U.S. dollar amounts shown in this Annual Report could have been or
could be converted into U.S. dollars or pesos, as the case may be, at any
particular rate or at all.

                           ________________________

     As used in this Annual Report:

o    "unit case" or "UC" means 192 ounces of finished beverage (24 eight-ounce
     servings) or, when applied to concentrate and post-mix syrup, means the
     volume of concentrate or post-mix syrup which is required to produce 192
     ounces of finished soft drink beverage;

o    one kilogram = 2.2 pounds, one ton (metric ton) = 2,204.6 pounds,

o    one hectare = 2.47 acres, one kilometer = 0.6214 miles; and

o    one meter = 1.0936 yards.

                                     -2-
<PAGE>

     The term "Coca-Cola Soft Drinks":

o    when used in connection with the Company's Chilean operations, refers to
     products bearing the labels

     >>   Coca-Cola,
     >>   Coca-Cola Light,
     >>   Fanta Naranja,
     >>   Fanta Durazno,
     >>   Fanta Pina,
     >>   Fanta Light,
     >>   Sprite,
     >>   Sprite Light,
     >>   Quatro,
     >>   NordicMist Ginger Ale
     >>   NordicMist Tonica
     >>   Tai and
     >>   Lift

o    when used in connection with the Company's Brazilian operations, refers
     to products bearing the labels

     >>   Coca-Cola,
     >>   Coca-Cola Light,
     >>   Fanta Laranja,
     >>   Diet Fanta Laranja,
     >>   Fanta Uva,
     >>   Sprite,
     >>   Diet Sprite,
     >>   Guarana Tai,
     >>   Guarana Kuat,
     >>   Guarana Kuat Light
     >>   Schweppes Tonica and
     >>   Schweppes Citrus;

o    when used in connection with the Company's Argentine operations, refers
     to products bearing the labels

     >>   Coca-Cola,
     >>   Coca-Cola Light,
     >>   Fanta Naranja,
     >>   Fanta Tonica,
     >>   Fanta Limon,
     >>   Fanta Manzana,
     >>   Fanta Pomelo,
     >>   Sprite,
     >>   Diet Sprite,
     >>   Quatro Pomelo,


                                     -3-
<PAGE>

     >>   Quatro Limonada,
     >>   Kin,
     >>   Schweppes Tonica,
     >>   Schweppes Citrus;
     >>   Schweppes Ginger Ale
     >>   Tai Lima-Limon,
     >>   Tai Naranja,
     >>   Crush Lima-Limon,
     >>   Crush Naranja,
     >>   Crush Pomelo Rosado,

         Information contained in this Annual Report regarding annual volume
and per capita growth rates and levels, and market share, product segment,
packaging and population data in bottling and distribution territories, has
been computed by the Company and is based upon statistics accumulated and
certain assumptions made by the Company. Additional data was obtained from
third parties. Sales information presented with respect to soft drinks and
beer is based on data supplied by A.C. Nielsen Company ("A.C. Nielsen") and is
believed to be accurate although no assurances to that effect can be given. To
the extent estimates are contained in this Annual Report, management of the
Company believes that such estimates are reliable to the best of its
knowledge.



                                     -4-
<PAGE>

                                    PART I

Item 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

         Not applicable.

Item 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

         Not applicable.

Item 3.  KEY INFORMATION

Selected Financial Data

     The following table presents selected consolidated and other financial
and operating information for the Company at the dates and for the periods
indicated. The selected financial information at December 31, 2000 and 2001
and for each of the three years in the period ended December 31, 2001, has
been derived from, should be read in conjunction with, and is qualified in its
entirety by reference to the Consolidated Financial Statements and the Notes
thereto, included elsewhere in this Annual Report, which were audited by
PricewaterhouseCoopers, independent accountants. The consolidated financial
statements of the Company are prepared in accordance with Chilean GAAP, which
differ in certain significant respects from U.S. GAAP. Note 25 of the Notes to
the Consolidated Financial Statements provides a description of the principal
differences between Chilean GAAP and U.S. GAAP as they relate to the Company
and a reconciliation to U.S. GAAP of net income and total shareholders' equity
for the periods and as of the dates covered thereby.

     The consolidated financial results of the Company include the results of
subsidiaries of the Company located outside Chile, principally in Brazil and
Argentina, which, in the aggregate accounted for 49% of the Company's total
assets, 60% of the Company's net sales and 30% of the Company's operating
income at and for the year ended December 31, 2001. The Company's subsidiaries
outside Chile prepare their financial statements in accordance with Chilean
GAAP as well as, for purposes of local taxation, in accordance with the
generally accepted accounting principles in their country of incorporation.
The Consolidated Financial Statements reflect the results of the Company's
subsidiaries outside Chile translated into Chilean pesos and presented in
Chilean GAAP. Since January 1, 1998, the Company's subsidiaries outside Chile
have been stating their results in U.S. dollars prior to translation into
Chilean pesos at period-end. Chilean GAAP requires monetary assets and
liabilities to be translated at year-end rates of exchange, non-monetary
assets and liabilities and shareholders' equity to be translated at historical
rates of exchange as of the date of acquisition or incurrence, as the case may
be, and income and expense accounts to be translated at the average monthly
exchange rate for the month in which recognized. As required by Chilean GAAP,
the Company's financial statements are adjusted to reflect changes in
purchasing power of the Chilean peso resulting from inflation. These changes
are based on the consumer price index measured from December 1 to November 30
of each year. Unless otherwise specified, financial data regarding the Company
is presented herein in constant Chilean pesos (which takes into consideration
purchasing power of the Chilean peso) of December 31, 2001. See Notes 1(b) and
25(I)(b) of the Notes to the Consolidated Financial Statements.

     The Company experienced an increase in net sales of 5% in 2001 compared
to 2000. See "Item 5. Operating and Financial Review and Prospects--Factors
Affecting Comparability."

                                     -5-
<PAGE>

<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                 ------------------------------------------------------------------------------------------------
                                     1997            1998             1999             2000            2001            2001(1)
                                     ----            ----             ----             ----            ----            -------
                                                   (in millions of constant Ch$ of December 31, 2000 and US$)(2)
<S>                               <C>             <C>              <C>              <C>             <C>               <C>
Income Statement Data:
Chilean GAAP:
   Net sales................      Ch$449,596      Ch$456,639       Ch$416,063       Ch$458,843      Ch$ 481,927          US$ 736
   Cost of sales............        (261,333)       (268,288)        (259,214)        (277,683)       (301,613)             (461)
   Administrative and selling
       expenses.............        (117,766)       (131,017)        (116,992)        (124,619)       (124,488)             (190)
                                  ----------      ----------       ----------       ----------      ----------         ---------
   Operating income.........       Ch$70,498       Ch$57,334        Ch$39,857        Ch$56,541      Ch$ 55,826           US$  85

   Non-operating income
       (expense), net.......         Ch$(633)       Ch$8,638         Ch$(5556)      Ch$(15,818)     Ch$ (4,814)          US$  (7)
   Taxes and minority interest        (9,699)        (12,485)          (5,431)          (1,945)         (7,232)              (11)
   Amortization of goodwill.          (9,306)         (4,149)          (4,516)          (6,301)        (10,713)              (16)
                                  ----------      ----------       ----------       ----------      ----------         ---------
   Net income...............       Ch$50,860       Ch$49,337        Ch$29,355        Ch$32,477       Ch$33,067           US$  51
                                  ==========      ==========       ==========       ==========      ===========        =========

U.S. GAAP:
   Net income...............       Ch$46,555       Ch$47,930        Ch$27,980        Ch$34,984       Ch$10,219         US$16,000

Balance Sheet Data:
Chilean GAAP:
   Total assets.............      Ch$670,742      Ch$712,076       Ch$745,663       Ch$676,549      Ch$689,715          US$1,053
   Short-term debt(2).......          12,260           8,772           15,029           19,178          22,423                34
   Long-term debt...........         178,807         186,741          202,818          162,693         202,321               309
   Total shareholders' equity        352,198         386,901          423,051          390,924         372,092               568

U.S. GAAP:
   Total shareholders' equity     Ch$332,021      Ch$368,291       Ch$403,469       Ch$374,085      Ch$356,624          US$5,045

Other Financial Information:
Chilean GAAP:
   Depreciation.............       Ch$34,537       Ch$36,869        Ch$42,457        Ch$41,779       Ch$40,707             US$62
   Capital expenditures.....          52,321          53,374           34,830           22,251          21,550                33
   Ratio of total debt to total
       capitalization(3)....            0.34            0.33             0.33             0.32            0.38
   EBITDA(4)................      Ch$105,035       Ch$94,204        Ch$82,314        Ch$98,320       Ch$96,533            US$147
   Ratio of EBITDA to financial
       expenses(5)..........           12.5             5.8              4.5              4.7             3.3
   Per share to net income..           66.90           64.89            38.61            42.71           43.49              0.07
   Per ADS to net income....          401.38          389.37           231.67           256.31          260.96              0.40

Other Operating Data:
   Sales volume of Coca-Cola
       Soft Drinks(6).......          239.6           243.8            243.7            284.1           311.1
   Sales volume of Other
       Beverages(6)(7)......           26.4            25.8             24.4             25.8            27.9
- ---------------
                                                                                                        (footnotes on next page)


                                     -6-
<PAGE>

(1)  Chilean peso amounts have been translated into U.S. dollars at the rate
     of Ch$ 654.79 per US$1.00, the Observed Exchange Rate on December 31,
     2001. See "Item 3. Key Information--Exchange Rates".
(2)  Includes short-term bank liabilities and the portion of long-term bank
     liabilities and bonds currently payable.
(3)  Total debt is calculated as the sum of Short-term and Long-term debt.
     Total capitalization is calculated as the sum of total debt, minority
     interest and total shareholders' equity. Shareholders' equity under U.S.
     GAAP differs from Chilean GAAP primarily in the treatment of the shares
     repurchased by Andina pursuant to the statutory withdrawal rights, the
     valuation of the Common Stock purchased by The Coca-Cola Company in
     December 1996, the accounting for deferred income taxes, revaluation and
     depreciation of certain property, plant and equipment on the basis of
     technical appraisal, different goodwill amounts and differences in
     amortization periods, difference in accounting for accumulated
     translation adjustment of foreign investments, difference in joint
     venture accounting and the treatment of payment of minimum dividends. See
     Note 25(n) and Note 9(c) of the Notes to the Consolidated Financial
     Statements.
(4) EBITDA is calculated by adding depreciation to operating
     income. Since amortization is not an operating expense under Chilean
     GAAP, it has not been added back to Operating income for purposes of this
     calculation. EBITDA is presented because it is a widely accepted
     indicator of funds available to service debt, although it is not a
     Chilean GAAP-based measure of liquidity or performance. The Company
     believes that EBITDA, while providing useful information, should not be
     considered in isolation or as a substitute for net income as an indicator
     of operating performance, or as an alternative to cash flow as a measure
     of liquidity.
(5)  Financial expenses include amortization of bond discounts and issue
     costs.
(6)  UCs in millions.
(7)  Includes juices and mineral water (in Chile) and beer and mineral water
     (in Brazil).

</TABLE>

Exchange Rates

     Prior to 1989, Chilean law permitted the purchase and sale of foreign
currencies only in those cases explicitly authorized by the Central Bank. With
the enactment of the Central Bank Act in 1989 the rules that govern the
purchase and sale of foreign currencies were liberalized. The Central Bank Act
empowers the Central Bank to determine that certain purchases and sales of
foreign currencies specified by law must be carried out in the Formal Exchange
Market. The Formal Exchange Market is comprised of the banks and other
entities so authorized by the Central Bank. The conversion from pesos to U.S.
dollars of all payments and distributions by the Company with respect to the
ADSs described herein must be transacted at the spot market rate in the Formal
Exchange Market.

     For purposes of the operation of the Formal Exchange Market, the Central
Bank sets a reference exchange rate (dolar acuerdo, the "Reference Exchange
Rate"). The Reference Exchange Rate is reset monthly by the Central Bank,
taking internal and external inflation into account, and is adjusted daily to
reflect variations in parities between the peso and each of the U.S. dollar,
Euro and the Japanese yen. The daily observed exchange rate for a given date
(the "Observed Exchange Rate") is the average exchange rate of the
transactions conducted in the Formal Exchange Market on the immediately
preceding banking day, as certified by the Central Bank.

     Until September 1999, authorized transactions by banks were generally
transacted within a certain band above or below the Reference Exchange Rate.
In order to maintain the average exchange

                                     -7-
<PAGE>

rate within such limits, the Central Bank intervened by selling and buying
foreign currencies on the Formal Exchange Market.

     On September 2, 1999, the Central Bank resolved to eliminate the exchange
rate band as an instrument of exchange rate policy, introducing more
flexibility to the exchange market. For this measure, the monetary authority
considered the international financial scenario, the domestic inflation rate,
the level of the external accounts, and the market development of hedge
exchange financial instruments. At the same time, the Central Bank announced
that an intervention in the exchange market would take place only in special
and qualified cases.

     Purchases and sales of foreign currencies which may be effected outside
the Formal Exchange Market can be carried out in the Mercado Cambiario
Informal (the "Informal Exchange Market"). The Informal Exchange Market and
its predecessor, the "Unofficial Market", reflect the supply and demand for
foreign currencies. There are no limits imposed on the extent to which the
rate of exchange in the Informal Exchange Market can fluctuate above or below
the Observed Exchange Rate. On December 31, 2001, the average exchange rate in
the Informal Exchange Market was 0.8% higher than the published Observed
Exchange Rate of Ch$ 654.79 per U.S. dollar.

     The following table sets forth the annual low, high, average and
period-end Observed Exchange Rate for U.S. dollars for each year beginning in
1996, as reported by the Central Bank.

<TABLE>
<CAPTION>
                                    Daily Observed Exchange Rate Ch$ per US$(1)
                          ------------------------------------------------------------------
Year                        Low(2)           High(2)         Average(3)        Period End
- ----                        ------           -------         ----------        ----------
<C>                       <C>              <C>               <C>               <C>
1996..................    Ch$ 402.25       Ch$  424.97       Ch$  412.27       Ch$  424.87
1997..................        411.85            439.81            419.31            439.18
1998..................        439.18            475.41            460.29            472.41
1999..................        468.69            550.93            508.78            530.07
2000..................        501.04            580.37            539.49            573.65
2001..................    Ch$ 557.13       Ch$  716.62       Ch$  630.12       Ch$  654.79

<CAPTION>
                                    Daily Observed Exchange Rate Ch$ per US$(1)
                          ------------------------------------------------------------------
Month                       Low(2)           High(2)         Average(3)        Period End
- -----                       ------           -------         ----------        ----------
<C>                       <C>              <C>               <C>               <C>
December 2001.........    Ch$ 660.16       Ch$  689.95       Ch$  669.14       Ch$  654.79
January 2002..........    Ch$ 650.28       Ch$  683.11       Ch$  667.28       Ch$  676.23
February 2002.........    Ch$ 671.86       Ch$  699.98       Ch$  678.84       Ch$  672.30
March 2002............    Ch$ 655.44       Ch$  670.67       Ch$  663.26       Ch$  655.90
April 2002............    Ch$ 644.29       Ch$  662.78       Ch$  650.82       Ch$  646.44
May 2002..............    Ch$ 650.31       Ch$  659.14       Ch$ 653.91        Ch$  655.09

- ------------------
Source: Central Bank.
(1)  Nominal Figures.
(2)  Exchange rates are the actual low and high, on a day-by-day basis for each period.
(3)  The average of monthly average rates during the year.
</TABLE>


The Observed Exchange Rate on May 31, 2002 was Ch$655.90= US$1.00.


                                     -8-
<PAGE>

RISK FACTORS

     Prospective investors should carefully consider, in light of their own
financial circumstances and investment objectives, all the information set
forth herein and, in particular, should evaluate the following risk factors.

Risks Relating to the Company

     We Rely Heavily on Our Relationship with the Coca-Cola Company

     Approximately 87% of our Company's net sales in 2001 were derived from
the distribution of Coca-Cola Soft Drinks. The Company produces, markets and
distributes Coca-Cola products through standard bottler agreements between the
Company's bottler subsidiaries, and, in each case, the local subsidiary of The
Coca-Cola Company. The Coca-Cola Company has the ability to exercise
substantial influence over the conduct of the Company's business through its
rights under the Bottler Agreements (as defined in "Item 7. Majority
Shareholders and Related Party Transactions--Related Party
Transactions--Bottler Agreements").

     Under the Bottler Agreements, The Coca-Cola Company unilaterally and at
its discretion sets the prices for Coca-Cola Soft Drink concentrates and
beverages (in the case of soft drinks pre-mixed by The Coca-Cola Company) sold
to the Company. The Coca-Cola Company also monitors pricing changes instituted
by the Company and has the right to review and approve the Company's
marketing, operational and advertising plans. The Company's marketing
campaigns for all Coca-Cola Soft Drinks are designed and controlled by The
Coca-Cola Company. Pursuant to the Bottler Agreements, the Company is required
to submit a business plan to The Coca-Cola Company for prior approval. In
accordance with the Bottler Agreements, The Coca-Cola Company may, among other
things, require that the Company demonstrate its financial ability to meet its
business plan and may terminate the Company's rights to produce, market and
distribute Coca-Cola Soft Drinks in territories with respect to which such
approval is withheld. Under the Bottler Agreements, the Company is prohibited
from producing, bottling, distributing or selling any products that could be
substituted for, confused with or be considered an imitation of Coca-Cola Soft
Drinks.

     The Company is dependent on The Coca-Cola Company to renew the Bottler
Agreements. The Chilean Bottler Agreements (as defined in "Item 7. Major
Shareholders and Related Party Transactions--Related Party
Transactions--Bottler Agreements") dated December 31, 1997 are due to expire
on December 31, 2002. In accordance with the Bottler Agreements, the Bottler
Agreements are subject to termination by The Coca-Cola Company in the event of
default by the Company or upon expiration in accordance with their respective
terms. No assurance can be given that the Bottler Agreements will be renewed
or extended upon their expiration, and even if they are renewed, there is no
assurance that renewal will be granted on the same terms as those currently in
force. Termination, non-extension or non-renewal of any of the Bottler
Agreements would have a material adverse effect on the Company's business,
financial condition and results of operation.

     In addition, any acquisition by the Company of bottlers of Coca-Cola
products in other countries may require, among other things, the consent of
The Coca-Cola Company under bottler agreements entered into with such other
bottlers. There can be no assurance that the Coca-Cola Company will provide
its consent to any future geographic expansion of the Company's Coca-Cola Soft
Drinks business. There can also be no assurance that the Company's
relationship with The Coca-Cola

                                     -9-
<PAGE>

Company will not undergo significant changes in the future. If such changes do
occur, the Company, its operations, and financial results and condition could
be materially affected.

     We are Engaged in a Highly Competitive Business

     The soft drink and non-alcoholic beverage businesses are highly
competitive in each of the Company's franchise territories. In each of its
franchise territories, the Company competes with, among others, bottlers of
PepsiCo, Inc. ("PepsiCo") as well as bottlers of regional brands. The
Company's beverage products also compete generally with, among others,
bottlers of other non-alcoholic beverages. Although the Company believes that
it is well positioned to meet its objective of increasing sales volume at
acceptable levels in the Chilean territory, competition can be expected to
continue, and no assurance can be given that such competition will not
intensify in the future which could materially and adversely affect the
Company's results of operations. See "Item 4. Information on the
Company--Business--Soft Drink--Business--Competition".

     The intense price competition that is characteristic of the Rio de
Janeiro beverage market has adversely affected the Company's results of
operations in the Brazilian territory in previous periods and could continue
to adversely affect such results of operations. While the Company engages in
extensive marketing to establish brand differentiation and loyalty, there can
be no assurance that such marketing efforts will be sufficient to maintain or
increase Refrescos' current sales volume or market share or that such effort
swill not be countered aggressively by the efforts of the Company's
competitors, resulting in a drop in either or both of the Company's sales or
market share in Brazil. See "Item 4. Information on the
Company--Business--Soft Drink Business--Competition".

     The Argentine soft drink territory is highly competitive, and brand
loyalty and consumer preferences, particularly in the Company's Argentine
territory, are less well defined. While the Company's Argentine subsidiaries
engage in extensive marketing to establish brand differentiation and loyalty,
there can be no assurances that the Company's competitors will not increase
the amount or effectiveness of their marketing, which would result in a drop
in either or both of the Company's sales or market share in Argentina. There
can be no assurance that price competition will not become more aggressive,
which could adversely affect margins and earnings levels. See "Item 4.
Information on the Company--Business--Soft Drink Business--Competition".
Currently, the Company has been implementing price increases to offset the
impact of the devaluation of the Argentine peso. There can be no assurances
given that the Company will be able to continue to raise prices (given factors
such as competitive pressures and consumer demand), which would adversely
affect the Company's financial results.

     Raw Materials Prices May be Subject to U.S. Dollar/Local Peso Currency
Risk

     Numerous raw materials, including, without limitation, sugar, resin, and
aluminum, are used in producing the Company's beverages and containers. The
Company has purchased its raw materials from both domestic and international
suppliers. See "Item 4. Information on the Company--Raw Materials". Because
the Company is often required to purchase raw materials in the international
markets using U.S. Dollars, the Company is subject to local currency risk in
each of its operations. If the Chilean peso, Brazilian real or Argentine peso
were to lose value against the U.S. Dollar, the cost of certain raw materials
could rise significantly, which, in turn, could adversely affect the Company's
net income. There can be no assurance that these currencies will not lose
value against the U.S. Dollar in the future.

                                     -10-
<PAGE>

     The Effect of Future Acquisitions is Uncertain

     In recent years, the Company has expanded by acquiring interests in
bottlers in Argentina and Brazil. The Company's business strategy includes
plans for future expansion within Latin America. Newly acquired bottlers,
however, may not ever operate profitably and may lack the resources to fund
appropriate levels of maintenance and improvements. Any acquisition of
Coca-Cola bottlers is subject to the availability of other Coca-Cola bottlers
for acquisition and to the approval of The Coca-Cola Company under the Bottler
Agreements with such bottlers. There can be no assurance that the Company will
be successful in acquiring other bottlers or that, if it successfully acquires
one or more such businesses, that the Company will be able to operate such
businesses profitably.

     Supply of utility services may be impaired

     In the countries in which the Company operates, the Company's operations
are highly dependant on a stable supply of utilities and fuel. Given recent
instability, especially in Argentina, there can be no assurances that
continued institutional instability will not impair the Company's ability to
procure required utility services or fuel in the future which could adversely
impact the Company's results or operations.

Risks Relating to Chile

     Our Business is Dependent on Economic Conditions in Chile

     Approximately 51% of the Company's assets and 40% of the Company's net
sales in 2001 were in Chile. Thus, the Company's financial condition and
results of operations depend significantly on economic conditions prevailing
from time to time in Chile. Although the Chilean economy grew every year
between 1984 and 1997, in 1998 this trend slowed significantly. According to
data published by the Central Bank, the Chilean economy grew at a rate of 3.4%
in 1998, contracted at a rate of 1.0 % in 1999, grew at a rate of 4.4% in 2000
and at a rate of 2.8% in 2001.

     Our financial condition and results of operations could also be adversely
affected by changes which we have no control over, including, without
limitation:

o    the economic or other policies of the Chilean government, which has a
     substantial influence over many aspects of the private sector;

o    other political or economic developments in or affecting Chile; and

o    regulatory changes or administrative practices of Chilean authorities.


     Inflation May Disrupt Our Business

     Although Chilean inflation has moderated in recent years, Chile has
experienced high levels of inflation in the past. High levels of inflation in
Chile could adversely affect the Chilean economy and have a material adverse
effect on our financial condition and results of operations. The annual rates
of inflation (as measured by changes in the CPI and as reported by the Chilean
National Institute of Statistics) in 1999, 2000 and 2001 were 2.3%, 4.5% and
2.6%, respectively. We cannot assure you that Chilean inflation will not
increase significantly.

                                     -11-
<PAGE>

     The Chilean Peso is Subject to Depreciation and Volatility

     The Chilean government's economic policies and any future changes in the
value of the peso against the U.S. dollar could adversely affect our
operations and financial results and the dollar value of an investor's return
on an investment in ADSs. The peso has been subject to large nominal
devaluations in the past and may be subject to significant fluctuations in the
future. In the period from December 31, 1996 to December 31, 2001, the value
of the peso relative to the U.S. dollar decreased approximately 35.1% in
nominal terms (without adjusting for inflation) and decreased 18.3% in real
terms (adjusting for inflation), based on the Observed Exchange Rates for U.S.
dollars on December 31, 1996 and December 31, 2001. See "Item 3. Key
Information--Exchange Rates".

     The Shares are traded in pesos on the Chilean Stock Exchanges. Cash
distributions with respect to the Shares will be received in pesos by the
depositary (currently the Bank of New York (as depositary for the Series A and
Series B Shares represented by the Series A and Series B ADSs), the
"Depositary") which will convert such pesos to U.S. dollars at the then
prevailing exchange rate to make U.S. dollar payments in respect of the ADSs.
If the value of the peso falls relative to the U.S. dollar, the value of the
ADSs and any distributions to be received from the Depositary would be
adversely affected. In addition, the Depositary will incur foreign currency
conversion costs (to be borne by the holders of the ADSs) in connection with
the foreign currency conversion and subsequent distribution of dividends or
other payments with respect to ADRs. See "Item 3. Key Information--Exchange
Rates".

     Exchange Controls and Withholding Taxes May Limit Repatriation of Your
     Investment

     Equity investments in Chile by persons who are not Chilean residents are
generally subject to various exchange control regulations that govern the
repatriation of the investments and earnings there. The ADSs are governed by
an Agreement among the Depositary, Andina, and the Central Bank (the "Foreign
Investment Agreement"). The Foreign Investment Agreement grants the Depositary
and the holders of the ADRs access to Chile's Mercado Cambiario Formal (the
"Formal Exchange Market"), permits the Depositary to remit dividends it
receives from the Company to the holders of ADSs and permits the holders of
ADSs to repatriate the proceeds of the sale of Shares withdrawn from the ADR
facility, thereby enabling them to acquire on more favorable terms currencies
necessary to repatriate investments in the Shares and earnings therefrom. See
"--Exchange Rates". Pursuant to current Chilean law, the Foreign Investment
Agreement may not be amended unilaterally by the Central Bank, and there are
judicial precedents (which are not binding with respect to future judicial
decisions) indicating that the Foreign Investment Agreement may not be voided
by future legislative changes.

     Dividends received by holders of ADSs will be paid net of foreign
currency exchange fees and expenses of the Depositary and will be subject to
Chilean withholding tax, currently imposed at a rate of 35% (subject to
credits in certain cases as described under "Taxation").

     On April 16, 2001, the Central Bank agreed that, effective April 19,
2001, (i) the prior foreign exchange restrictions would be eliminated and (ii)
a new Compendio de Normas de Cambios Internacionales ("Compendium of Foreign
Exchange Regulations") would be applied. The main objective of this change, as
declared by the Central Bank, was to facilitate capital movements from and
into Chile and thus, to encourage foreign investment. We cannot assure you
that additional Chilean restrictions applicable to the holders of ADRs, the
disposition of underlying Shares or the repatriation of the proceeds from such
disposition or the payment of dividends will not be imposed in the future, nor
can we advise as to the duration or impact of such restrictions if imposed. If
for any reason, including

                                     -12-
<PAGE>

changes in the Foreign Investment Agreement or Chilean law, the Depositary
were unable to convert Chilean pesos to U.S. dollars, investors would receive
dividends or other distributions, if any, in Chilean pesos.

Risks Relating to Brazil

     Our Business is Dependent on Economic Conditions in Brazil

     Approximately 26.6% of our assets and 29.2% of our net sales in 2001 were
from Brazil. Because demand for soft drinks and beverages products usually is
correlated to economic conditions prevailing in the relevant local market,
which in turn is dependent on the macroeconomic condition of the country in
which the market is located, the Company's financial condition and results of
operations to a considerable extent are dependent upon political and economic
conditions prevailing from time to time in Brazil.

     Historically, the Brazilian government has changed monetary, credit,
tariff, and other policies to influence the course of Brazil's economy. Such
government actions have included wage and price controls as well as other
measures such as freezing bank accounts, imposing exchange controls and
inhibiting imports and exports. Changes in policy and other political and
economic developments could adversely affect the Brazilian economy and have a
material adverse effect on the Company's business, financial condition and
results of operations. The Brazilian government has exercised and continues to
exercise substantial influence over many aspects of the private sector. For
example, the Brazilian government in the past has imposed certain domestic
price controls on certain products, including price controls on soft drinks
and beer. Actions of the Brazilian government in the future could have a
significant effect on economic conditions in Brazil, which could adversely
affect private sector companies such as Refrescos, and thus, could adversely
affect the Company.

     During 2002, Brazil will hold presidential elections, where the PT party
candidate, Luiz Ignacio "Lula" da Silva is, as of June 2002, leading in the
polls. This has generated concern and volatility in capital flows in Brazil,
which could adversely affect the Brazilian economy and thus consumption levels
for the Company's products in Brazil.

     Inflation May Disrupt Our Business

     Brazil has experienced high and generally unpredictable rates of
inflation for many years. As measured by the Indice National de Precos au
Consumidor (the "INPC"), inflation in Brazil was 8.9%, 6.0% and 7.7% in 1999,
2000 and 2001. Inflation, government efforts to control inflation, and public
speculation about future governmental actions have had, and can be expected to
continue to have significant impact on the economy of Brazil and on the
Company's operations in Brazil. High levels of inflation in the past have
resulted in reduced consumer purchasing power and lower sales volumes for
Refrescos.

     The Brazilian Real is Subject to Depreciation and Volatility

     Brazil's rate of inflation and the government's actions to combat
inflation have also affected the relationship of the value of Brazil's
currency to the value of the U.S. dollar. Historically, Brazil's currency was
frequently devalued in relation to the U.S. dollar. 32.4%, 8.5% and 15.7% in
1999, 2000 and 2001 There can be no assurance that the real will not again be
devalued relative to the U.S. dollar, or that the real will not fluctuate
significantly relative to the U.S. dollar. In the event of a devaluation of

                                     -13-
<PAGE>

the real, the financial condition and results of operations of the Company's
Brazilian subsidiaries could be adversely affected.

     The Brazilian Government Imposes Certain Restrictions on Currency
     Conversions and Remittances Abroad

     Brazilian law guarantees foreign shareholders of Brazilian companies the
right to repatriate their invested capital and to receive all dividends in
foreign currency provided that their investment is registered with the Banco
Central do Brazil (the "Central Bank of Brazil"). The Company registered its
investment in Refrescos with the Central Bank of Brazil on October 19, 1995.
Although dividend payments related to profits obtained subsequent to
January 1, 1996 are not subject to income tax, after the sum of repatriated
capital and invested capital exceeds the investment amount registered with the
Central Bank of Brazil, repatriated capital will be subject to a capital gains
tax of 15%. Under current Chilean tax law, the Company will realize a tax
credit in respect of all Brazilian taxes paid relating to Refrescos. There can
be no assurance that the Brazilian government will not impose additional
restrictions or modify existing regulations that would have an adverse effect
on an investor's ability to repatriate funds from Brazil nor can there be any
assurance of the timing or duration of such restrictions, if imposed in the
future.

Risks Relating to Argentina

     Our Business is Dependent on Economic Conditions in Argentina

     Approximately 22% of our assets and 31% of our net sales in 2001 were
from Argentina. Because demand for soft drinks and beverages products usually
is correlated to economic conditions prevailing in the relevant local market,
which in turn is dependent on the macroeconomic condition of the country in
which the market is located, the Company in Argentina in Argentina's financial
condition and results of operations to a considerable extent are dependent
upon political and economic conditions prevailing from time to time in
Argentina. During the past year, the Argentine economy has deteriorated
significantly, and there can be no assurance that economic conditions will
improve any time in the near future.

     In December 2001, the convertibility plan, which since 1991 had fixed the
Argentine peso /US dollar exchange rate at one peso to one U.S. Dollar), was
eliminated due to the accelerated fiscal deterioration in Argentina, lack of
international credit and support, the drain of deposits and international
reserves, and the growing social tension in Argentina.

     On December 3, 2001, restrictions on cash availability and circulation
and the transfer of foreign currency abroad were imposed. On December 21, 2001
foreign exchange trading was suspended. Subsequently, the government declared
default on external debt payments.

     On January 6, 2002, the Argentine Congress enacted the Ley de Emergencia
Publica y Regimen Cambiario, Law No. 25,561 (the Public Emergency and Currency
Regime Act) to eliminate the fixed Argentine peso/U.S. Dollar exchange rate.
On February 3, 2002 the government announced new economic measures that were
implemented through Decree 214 (Restructuring of the financial system) and
Decree 260 (Exchange rate Regime) dated February 8, 2002, that modified some
of the measures included on Law No. 25,561. These decrees are supplemented
with other regulations.

                                     -14-
<PAGE>

     Exchange Rate system

     On January 6, 2002 a dual currency system was instituted. Certain
transactions that qualify under the Government regulations (basically import
and export transactions) would be conducted at an official exchange (fixed)
rate of 1.4 pesos per US$ 1.00. All other transactions would be conducted at
the floating market exchange rate. On January 11, 2002, Banco Nacion Argentina
published its first free market rate at 1.6 pesos per US$ 1.00 (ask) and 1.4
pesos per US$ 1.00 (bid).

     On February 8, 2002 the government issued Decree 260 under which a single
free floating currency system was instituted beginning on February 11, 2002.

     In addition, the Argentine Central Bank is required to approve all
currency transfers abroad. Notwithstanding the above, some dispositions have
relaxed the approval standards for the payment of creditors abroad.

     Financial, private and sovereign debt in foreign currency

     Pursuant to Decree 214, debts denominated in U.S. dollars or other
foreign currencies in the financial system have been converted to pesos at a
one-to-one Argentine peso/U.S. Dollar exchange rate or its equivalent in such
other currency. To adjust for inflation and thus to avoid the dilution of
obligations by the future devaluation of the peso, Decree 214 announced the
use of a "reference coefficient" (Coefciente de Estabilizacion de Referencia).
The reference coefficient will adjust the obligations for inflation based on
changes to the Argentine consumer price index in the preceding month plus
interest. This reference coefficient will be determined and specified on a
daily basis by the Argentine Central Bank. The Argentine Central Bank has also
established maximum interest rates applying to financial credits.

     Agreements between private parties expressed in foreign currency follow
the same conversion scheme, although Decree 214 authorizes the parties to
stipulate an adjustment. Barring an agreement, the parties shall resolve their
differences in the courts.

     Contracts entered into after the effective date of Decree 214 will not be
adjusted by the reference coefficient but may be denominated in foreign
currency.

     Additionally, Decree 471 converted all dollar denominated sovereign debt
subject to Argentine law to pesos at an exchange rate of 1.4 pesos to U.S.
$1.00 .

     Financial Deposits

     Decree 214 converts all dollar denominated deposits to pesos at an
exchange rate of 1.4 pesos to U.S. $1.00. The deposits will be released to
depositors in accordance with the schedule announced by the government.

     Recently Decree 905 gives the option to depositors to exchange their
deposits for dollar denominated government bonds.

                                     -15-
<PAGE>

     Valuation of foreign currency receivables and liabilities

     In accordance with Resolution 1/02 of the Professional Council on
Economic Sciences of the City of Buenos Aires and (Resolution No. 392 of the
National Securities Commission) (Resolution 2/02 of the Superintendence of
Corporations), as of December 31, 2001, in the financial statements as of
December 31, 2002, of the Argentine companies, receivables and liabilities
denominated in foreign currencies shall be valued at the exchange rate of one
peso per U.S. $1.00 or its equivalent in any other foreign currency. The
corresponding section of the financial statements shall describe the
devaluation of the peso and the effects of the new economic measures. There
can be no assurance that the above-referenced laws and decrees will not be
modified or eliminated in the future nor can any assurances be given as to the
duration of any proposed changes to such laws and decrees, if implemented.
There can also be no assurances given as to what future steps the Argentine
government will take with respect to foreign exchange rate policies in the
future. There can also be no assurances given that the Argentine peso will not
continue to lose its value against the U.S. Dollar or any other foreign
currency. Any changes in Argentine economic policy or changes in the value of
the Argentine peso against foreign currencies may have a material impact on
the Company's financial results or operations.

     The Argentine government has exercised, and continues to exercise
significant influence over many aspects of the Argentine economy including the
soft drink sector on which it imposed excise taxes. Accordingly, Argentine
government actions could have a material adverse effect on the Argentine
economy and private sector economies, including the Company's Argentine
subsidiaries.

     Inflation May Disrupt Our Business

     Argentina has experienced high levels of inflation in recent decades,
resulting in large devaluations of its currency. Argentina's historically high
rates of inflation resulted mainly from its lack of control over fiscal policy
and the money supply. Since 1989, the Argentine government has followed a
program of reform to reduce the public sector's role in the economy and in
1991 enacted the Convertibility Law, which, among other things, prohibited
Argentina's money base from exceeding international reserves. By limiting the
Argentine government's ability to expand the money supply, the Convertibility
Law and related measures (the "CPI"), inflation was -1.8%, 0.7% and 1.5% in
1999, 2000 and 2001. Since the elimination of the Convertibility Law in
December of 2001, inflation has accelerated to 21% during the first four
months of 2002. The Company expects higher levels of inflation throughout
2002, and intends to increase its prices to consumers in line with CPI. No
assurance can be given that, under competitive pressure, the Company will be
able to realize said price increases, which could therefore adversely impact
the Company's financial results.

     The Argentine Peso is Subject to Depreciation and Volatility

     Since the elimination of the Convertibility Law, the Argentine peso has
lost 72% of its value, as of May 31, 2002, which has had a negative impact on
the Company's results:

     o    Lower sales volumes due to lack of consumer purchasing power,

     o    Lower revenues in US dollar terms and

     o    Increased US dollar linked costs, which represent approximately 30%
          of total costs for the Argentina operations.

                                     -16-
<PAGE>

Risk Factors Relating to the ADSs and the Shares

     Preemptive Rights May be Unavailable to ADS Holders

     According to the Ley de Sociedades Anonimas No. 18.046 and the Reglamento
de Sociedades Anonimas (collectively, the "Chilean Companies Law"), whenever
we issue new shares for cash, we are required to grant preemptive rights to
holders of our shares (including shares represented by ADSs), giving them the
right to purchase a sufficient number of shares to maintain their existing
ownership percentage. However, we may not be able to offer Shares to United
States holders of ADSs pursuant to preemptive rights granted to our
shareholders in connection with any future issuance of Shares unless a
registration statement under the Securities Act is effective with respect to
such rights and shares, or an exemption from the registration requirements of
the Securities Act is available. Under the procedure established by the
Central Bank, the foreign investment agreement of a Chilean company with an
existing ADR program will become subject to an amendment (which will also be
deemed to incorporate all laws and regulations applicable to international
offerings in effect as of the date of the amendment) that will extend the
benefits of such contract to new shares issued pursuant to a preemptive rights
offering to existing ADS owners and to other persons residing and domiciled
outside of Chile that exercise pre-emptive rights, upon request to the Central
Bank. We intend to evaluate at the time of any rights offering the costs and
potential liabilities associated with any such registration statement as well
as the indirect benefits to us of enabling United States holders of ADSs to
exercise preemptive rights and any other factors that we consider appropriate
at the time, and then make a decision as to whether to file such registration
statement.

     We cannot assure you that any registration statement would be filed. To
the extent holders of ADSs are unable to exercise such rights because a
registration statement has not been filed, the Depositary will attempt to sell
such holders' preemptive rights and distribute the net proceeds thereof if a
secondary market for such rights exists and a premium can be recognized over
the cost of any such sale. If such rights cannot be sold, they will expire and
holders of ADSs will not realize any value from the grant of such preemptive
rights. In any such case, such holder's equity interest in the Company would
be diluted proportionately.

     Shareholders' Rights Are Fewer and Less Well Defined

     Our corporate affairs are governed by the laws of Chile and our estatutos
(the "By-laws"), which function not only as our bylaws but also as our
articles of incorporation. Under such laws, the Company's shareholders may
have fewer or less well-defined rights than they might have as shareholders of
a corporation incorporated in a U.S. jurisdiction.

     Pursuant to Law No. 19,705, enacted in December 2000, the controlling
shareholders of an open stock corporation can only sell their controlling
shares via a tender offer issued to all shareholders in which the bidder would
have to buy all the offered shares up to the percentage determined by it, when
the price paid is substantially higher than the market price (that is, when
the price paid was higher than the average market price of a period starting
90 days before the proposed transaction and ending 30 days before such
proposed transaction, plus 10%). Transitory Article 10 of Law No. 19,705
established a term of three years during which the controlling shareholders of
an open stock corporation would be authorized to sell directly their
controlling shares to a third party without requiring the buyer to issue a
tender offer to all shareholders, provided that such authorization was granted
by a General Shareholders' Meeting held within a six month period after the
enactment of said Law. In an extraordinary

                                     -17-
<PAGE>

shareholders' meeting held on April 17, 2001, shareholders voted in favor of
applying Transitory Article 10 to the Company's controlling shareholders which
could adversely affect the interests of shareholders other than controlling
shareholders who may not receive the same price paid to controlling
shareholders in the event that the controlling shareholders decide to sell
their shares to a third party. There can be no assurance that controlling
shareholders will not decide to dispose of their shares while Transitory
Article 10 applies to them. Additionally, if controlling shareholders decide
to sell their shares while Transitory Article 10 applies to them, there can be
no assurance that shareholders other than controlling shareholders would
receive the same price paid to controlling shareholders for their shares.

     The Market for our Shares May be Volatile and Illiquid

     The Chilean securities markets are substantially smaller, less liquid and
more volatile than major securities markets in the United States. The Santiago
Stock Exchange, which is Chile's principal exchange, had a market
capitalization of approximately US$56,734 million at December 31, 2001 and an
average monthly trading volume of approximately US$346 million for year 2001.
The ten largest companies in terms of market capitalization represented, at
December 31, 2001, approximately 42% of the Santiago Stock Exchange's market
capitalization. We estimate that during 2001, fewer than 11% of the companies
listed on the Santiago Stock Exchange had their shares traded on an average of
90% or more of the Exchange's trading days.

Item 4.  INFORMATION ON THE COMPANY

     The Company is the largest producer of soft drinks in Chile and one of
the largest soft drink producers in Brazil and Argentina. The Company's
principal business is the production and distribution of Coca-Cola Soft
Drinks, which accounted for 87.0% of the Company's net sales in 2001. The
Company, through Andina, is the sole producer and distributor of Coca-Cola
Soft Drinks in the Chilean territory; through Refrescos, is the exclusive
producer and distributor of Coca-Cola Soft Drinks in the Brazilian territory;
and through Edasa, the sole producer of Coca-Cola Soft Drinks in the Argentine
territory. In 2001, the Company reported consolidated net sales of Ch$ 481,927
million and total sales volume of 311.1 million UCs. In 2001, the Company
accounted for 67.6% of total soft drink volume sales in the Chilean territory,
52.8% in the Brazilian territory and 50.8% in the Argentine territory.

     In addition to its Coca-Cola Soft Drinks business, the Company, through
Vital, produces and distributes fruit juices, other fruit-flavored beverages
and mineral water in Chile under trademarks owned by The Coca-Cola Company.
See "-- Other Beverages -- Juices and Mineral Water in Chile". The Company
also manufactures polyethylene perephtalate ("Pet") bottles primarily for its
own use in the packaging of Coca-Cola Soft Drinks in each of Chile, Brazil and
Argentina. " -- Pet Packaging Business". In Brazil, the Company also
distributes Kaiser brand beers. See " -- Other Beverages -- Beer and Mineral
Water Businesses in Brazil".

     As of December 31, 2001, the Company had total installed annual
production capacity of 486 million UCs. The Company's primarily facilities
include:

o    one production facility with eight production lines in the Chilean
     territory and installed annual capacity of 156 million UCs (32% of the
     Company's total installed annual capacity);

o    two production facilities with nine production lines in the Brazilian
     territory and installed annual capacity of 173 million UCs (36% of
     total); and

                                     -18-
<PAGE>

o    three production facilities with ten production lines in total in the
     Argentine territory and installed annual capacity of 157 million UCs (32%
     of total).

     Although the mix varies significantly among the franchise territories,
the Company's distribution network generally relies on a combination of
Company-owned trucks and independent distributors in each territory. The
Company delivers its products to approximately 38,900 customers in the Chilean
territory, approximately 42,000 customers in the Brazilian territory and
approximately 65,338 customers in the Argentine territory. See "-- Soft Drink
Business -- Customers and Distribution".

     As of December 31, 2001, Andina's principal shareholders, Inversiones
Freire Limitada and Inversiones Freire Dos Limitada, two affiliated Chilean
limited liability partnerships (together, "Freire"), owned approximately
52.61% of the Company's outstanding Series A Shares, several entities
affiliated with Freire owned approximately 45.66% of the Company's outstanding
Series B Shares, and The Coca-Cola Company indirectly owned 11.04% of the
Company's outstanding Series A and Series B Shares. See "Item 7. Major
Shareholders and Related Party Transactions--Major Shareholders". Bank of New
York (the "Depositary"), acting as depositary for the Company's American
Depositary Receipt ("ADR") program, owned 17.06% of the Company's outstanding
Series A Shares and 21.82%of outstanding Series B Shares at such date. The
Company's shares are listed on the Santiago Stock Exchange, the Valparaiso
Stock Exchange, the Electronic Stock Exchange and Series A and Series B ADSs
representing Series A and Series B shares, respectively, are listed on the New
York Stock Exchange under the symbols "AKO-A" and "AKO-B", respectively. See
"Item 9. The Offer and Listing".

     The Company produces, markets and distributes Coca-Cola Soft Drinks in
the franchise territories through standard bottler agreements between its
bottler subsidiaries and the local subsidiary of The Coca-Cola Company
(collectively, the "Bottler Agreements").

     The Company considers the enhancement of its relationship with The
Coca-Cola Company an integral part of its business strategy. In December 1998,
the Company repurchased from The Coca-Cola Company its 49% stake in Vital at a
purchase price of US$25.5 million. At the same time, Vital sold to The
Coca-Cola Company its mineral water springs located at Chanqueahue, 80 miles
south of Santiago for US$10.7 million. The transaction replaced the Vital
bottler agreement with a juice bottler agreement with The Coca-Cola Company's
fruit juice subsidiary, Minute Maid International Inc. ("MMII"), as well as a
new mineral water bottling agreement directly with The Coca-Cola Company. The
Vital transaction terminated the 1995 shareholders' agreement between the
Company and The Coca-Cola Company regarding ownership of Vital, and in
consideration thereof, The Coca-Cola Company paid to the Company US$22.6
million. These transactions generated a one-time net consolidated profit for
the Company, before taxes and goodwill amortization, of approximately US$25.8
million. The reorganization of the juice and mineral water business in Chile
enhanced the Company's ability to focus on the production of soft drinks,
juices and mineral water. See "-- History -- Events of 1998 through 2001".

     The Company seeks to enhance its business throughout the franchise
territories by developing its existing markets, penetrating other soft drink,
juices and mineral water markets, forming strategic alliances with retailers
to increase consumer demand for the Company's products and increasing
productivity, and by further internationalizing its operations.

                                     -19-
<PAGE>

     The Company's principal executive offices are located at Avenida Andres
Bello 2687, Piso 20, Las Condes, Santiago, Chile. Its telephone number is
56-2-338-0520.

History

     In 1941, The Coca-Cola Company licensed a private Chilean company to
produce cola soft drinks in Chile, and production began in 1943. In 1946, the
original licensee withdrew from the license arrangement, and a group of U.S.
and Chilean investors formed Andina, which became The Coca-Cola Company's sole
licensee in Chile. Between 1946 and the early 1980s, Andina developed the
Chilean market for Coca-Cola Soft Drinks with a system of production and
distribution facilities covering the central and southern regions of Chile. In
the early 1980s, Andina sold its Coca-Cola licenses for most areas outside the
Santiago metropolitan region and concentrated on the development of its soft
drink business in the Santiago area. Although no longer the sole Coca-Cola
bottler in Chile, Andina has been the principal producer of Coca-Cola Soft
Drinks in Chile for an uninterrupted period of over 50 years.

     In 1985, a majority of Andina's shares was acquired by Freire and certain
related persons. On December 31, 2001, Freire and entities controlled by
Freire owned approximately 52.6% of the Company's outstanding Series A Shares,
which have preferred voting rights and thereby controlled the Company. See
"Item 7. Majority Shareholders and Related Party Transactions--Majority
Shareholders".

     Refrescos began production and distribution of Coca-Cola Soft Drinks in
Rio de Janeiro in 1942. In June 1994, the Company acquired 100% of the capital
stock of Refrescos for approximately US$120 million and contributed an
additional US$31 million to Refrescos' capital immediately after the
acquisition to repay certain indebtedness of Refrescos.

     Production of Coca-Cola Soft Drinks in the Argentine territory began in
1943 with the start-up of operations in the province of Cordoba, Argentina. In
July 1995, the Company acquired a 59% interest in Edasa, the parent company of
Rosario Refrescos S.A. ("Rosario Refrescos") and Mendoza Refrescos S.A.
("Mendoza Refrescos"), which were subsequently merged to create Rosario
Mendoza Refrescos S.A. ("Romesa") the Coca-Cola bottler for the states of
Rosario and Mendoza in Argentina for approximately US$45 million. During 1997,
the operations of Romesa were merged into Inti S.A.I.C..

     In December 1998, the Company repurchased from The Coca-Cola Company its
49% stake in Vital at a purchase price of US$25.5 million. Concurrently with
that transaction, The Coca-Cola Company purchased Vital's mineral water
springs located at Chanqueahue, 80 miles south of Santiago for US$10.7
million. As part of the transaction, the Vital bottler agreement was replaced
with a fruit juice bottler agreement with MMII, as well as a new mineral water
bottling agreement with The Coca-Cola Company. In addition, the 1995
shareholders's agreement between the Company and The Coca-Cola Company
regarding ownership of Vital was terminated. The Coca-Cola Company paid
US$22.6 million to the Company in consideration for that termination. These
transactions generated a one-time net consolidated profit for the Company of
approximately US$25.8 million for 1998, before taxes and goodwill. The
restructuring of the juice and mineral water business in Chile enhanced the
Company to focus on the production of soft drinks, juices and mineral water
its core strength.

     Other Acquisitions. In September 1996, the Company acquired 35.9% of
Edasa for US$39.0 million thereby increasing its ownership to 94.87%. In
addition, in December 1996, the Company acquired a 15.2% interest in CICAN, an
Argentine beverage canning facility, for approximately US$1.5 million.

                                     -20-
<PAGE>

     In March 2000, the Company, through its subsidiary, Refrescos, purchased
from the Coffin Group a Coca-Cola franchise license for a territory in Brazil
comprising the State of Espirito Santo and part of the States of Rio de
Janeiro and Minas Gerais (Nitvitgov Refrigerantes S.A., hereinafter, "NVG"),
for US$74.5 million. This territory was serviced by the Coffin Group through
Perma Industria de Bebidas S.A. ("Perma").

     NVG was merged into Refrescos in 2000, and its operations were integrated
in 2001.

     This newly acquired territory has a total population of approximately 8.8
million inhabitants and represents an increase of 70% in the volume of
operations of the Company in Brazil.

     Divestiture. In September 1996, the Company sold 100% of the fixed assets
and a portion of the current assets of Isasa Agroindustrial S.A., the
Company's agroindustrial subsidiary ("Isasa"), to Corpora Aconcagua S.A., a
Chilean agroindustrial company, for approximately US$25.7 million.

     PET Joint Venture. In April 1996, the Company, through Multipack,
established Solucao Pet Ltda. ("Solucao Pet"), a joint venture with
Continental Pet Technologies, Inc. ("Continental"), to produce non-returnable
Pet containers in the Brazilian territory. On March 12, 1997, the Company and
Continental entered into a joint venture, which anticipated the possibility of
establishing similar arrangements in other markets in South America. Due to
subsequent changes in the Brazilian market, the Company and Continental agreed
to terminate the Solucao Pet joint venture and to spin-off its assets. On
May 31, 2000, the Company and Continental executed a termination agreement and
other accessory obligations therefore.

     Cristalerias Joint Venture. Through their respective subsidiaries,
Envases Multipack S.A. and Crowpla Reicolite S.A., the Company and
Cristalerias de Chile S.A. executed a letter of intent on May 29, 2001 to
develop a Pet production facility in Chile.

     On June 29, 2001, Embotelladora Andina S.A. and Cristalerias de Chile
S.A. signed a series of contracts forming the joint venture through the
formation of Envases CMF S.A.. Crowpla Recolite acquired the necessary assets
from Multipack to further the joint venture. Andina Inversiones Societarias
S.A. holds a 50% stake in the joint venture while Crowpla-Recolite retains the
other 50% interest.

     Reclassification of Capital Stock. In September 1996, at an extraordinary
shareholders' meeting, the Company's shareholders approved the
reclassification (the "Reclassification") of Andina's Common Stock into two
new series of shares. Pursuant to the Reclassification, each outstanding share
of Andina's Common Stock was replaced by one newly issued Series A share and
one newly issued Series B share (respectively, the "Series A shares" and the
"Series B shares"). The new Series A and Series B shares, which are the only
outstanding shares of capital stock of Andina, are principally differentiated
by their voting and economic rights: the holders of the Series A Shares have
full voting power and are entitled to elect six of seven regular and alternate
members of the Board of Directors, and the holders of the Series B Shares have
no voting rights but for the right to elect one regular and one alternate
member of the Board of Directors. In addition, holders of Series B Shares are
entitled to a preferred dividend 10% greater than any dividend on Series A
Shares. The Reclassification was consummated on April 7, 1997.

     During the three years following the Reclassification, the Board of
Directors was authorized to identify up to four sixty-day periods during which
each Series A Share would be convertible, at the

                                     -21-
<PAGE>

option of the holder, into one Series B Share. The first sixty-day share
conversion date was May 2, 2000 and was available through July 1, 2000.

     On December 23, 1996, the Superintendency of Pension Fund Managers
(Superintendencia de Administradores de Fondos de Pensiones) indicated that
Chilean pension funds would not be permitted to acquire Series B Shares due to
their limited voting rights.

     As a result of the Reclassification, statutory withdrawal rights under
Chilean law were triggered entitling shareholders to withdraw from an issue by
returning their shares to the issuer upon the creation of preferred shares
such as the Series A Shares (preferred voting rights) or the Series B Shares
(preferred dividend rights). If exercised, such withdrawal right is set at a
price equal to the weighted average trading price over the two-month period
prior to the date of the shareholders' meeting approving the issuance of
preferred shares. In November 1996, withdrawal rights were exercised as to
15,458,517 Common Shares for which Andina paid Ch$42,309 million (US$89.8
million). As required under Chilean law, the Company held the repurchased
shares of Common Stock (subsequently reclassified as Series A Shares and
Series B Shares) as treasury stock with neither voting nor economic rights for
12 months. During 1997, the Company canceled such shares and reduced
shareholders' equity accordingly.

     From 1997 to 2001 the Company underwent a significant corporate
restructuring targeted at achieving certain administrative efficiencies.
During 1997 and 1998, the Company created Andina Inversiones Societarias
("AIS") in Chile to hold the Company's minority interests in each of Easa
Chile S.A., Multipack, Transportes Andina Refrescos Ltda., Servicios
Multivending Ltda. and Inversiones del Atlantico S.A. ("IASA"); in Argentina,
Romesa was merged into Inti and in Brazil, the Company dissolved EBL Lanches
Ltda. a subsidiary of Refrescos.

     From 1999 and 2001, Andina's corporate restructuring, included:

o    the merger of Embotelladoras del Atlantico S.A. into IASA, which in turn
     was merged into Inti and the simultaneous change in corporate name to
     Embotelladora del Atlantico S.A. ("EDASA")

o    the assignment to EASA Chile S.A. (whose corporate name has been changed
     to Andina Bottling Investments S.A., "Abisa") of all of Andina's
     interests in its subsidiaries and related companies in Argentina and
     Uruguay,

o    the liquidation of certain related companies which were no longer
     required. In Brazil, Copa was merged into Refrescos.

o    the formation of Andina Bottling Investments Dos S.A. on November 22,
     2001, which subsequently consolidated all of Andina's interests in
     related companies in Brazil.


Soft Drink Business

     In 2001, the Company's soft drink business accounted for net sales of Ch$
419,089 million and operating income of Ch$ 48,995 million representing 87.0%
and 87.8% of the Company's consolidated net sales and operating income,
respectively. The Company's Chilean soft drink operations accounted for net
sales in 2001 of Ch$ 153,201 million; the Brazilian soft drink operations
accounted for net sales

                                     -22-
<PAGE>

of Ch$ 132,150 million; and the Argentine soft drink operations accounted for
net sales of Ch$ 133,738 million.

     Overview

     The soft drink businesses in the franchise territories are characterized
by different attributes, which have resulted in varying levels of per capita
soft drink consumption. Generally, soft drink consumption in a territory is
positively related to growth in per capita gross domestic product ("GDP") and
increases in disposable income and negatively related to increases in real
prices and sales tax or value added tax. As a result, a separate analysis of
each of the franchise territories is critical to an understanding of the
Company's overall business. See "Item 5. Operating and Financial Review and
Prospects." The following table sets forth, for each of the periods indicated,
the estimated per capita consumption of Coca-Cola Soft Drinks for each
franchise territory and expresses such consumption as a percentage of overall
per capita soft drink consumption:

      Estimated Annual Per Capita Consumption of Coca-Cola Soft Drinks(1)

<TABLE>
<CAPTION>
                                                                                                                   Estimated
                                                                                                                   Population
                                                             Year Ended December 31,                            at December 31,
                                 -----------------------------------------------------------------------------------------------
                                    1999          % (2)        2000          % (2)        2001          % (2)         2001
                                    ----          ----         ----          ----         ----          ----    ----------------
                                                                                                                 (in millions)
<S>                                 <C>           <C>          <C>           <C>          <C>           <C>     <C>
Chile.......................         288           72           289           70           285           66            15.4
Chilean territory...........         335           71           343           70           344           68             6.9
Brazil......................         137           48           145           50           143           50             173
Brazilian territory.........         279           53           196           52           196           53            16.0
Argentina...................         219           57           217           53           231           54            37.5
Argentine territory.........         190           53           182           50           198           51             9.9

- ---------------
(1)  Per capita consumption data for each franchise territory is calculated by
     dividing management's estimate of applicable aggregate consumption of
     Coca-Cola Soft Drinks by the estimated population within the territory,
     and is expressed on the basis of the number of eight-ounce servings of
     Coca-Cola Soft Drinks consumed annually per capita.
(2)  Percentages reflect consumption of Coca-Cola Soft Drinks as a percentage
     of total estimated per capita soft drink consumption (i.e. Coca-Cola Soft
     Drinks plus competing soft drinks). Source: A.C. Nielsen
</TABLE>

     The Chilean territory is characterized by relatively high population
density and comparatively high per capita income. The Brazilian territory,
although also characterized by a high population density and comparatively
high per capita income, is differentiated by a higher number of competitors,
lower per capita soft drink consumption and higher levels of product
discounting. The Argentine territory covers a large geographic area of low
population density, and is characterized by low per capita soft drink
consumption and greater mark-up of soft drink products by retailers.

     Due to its presence in three different countries, the Company's
operations are subject to oversight by three different operating divisions of
The Coca-Cola Company, each of which may have varying policies regarding
aspects of the soft drink business. As a result, the Company may be required
to adapt its business practices in each franchise territory to the
requirements of each of these divisions of The Coca-Cola Company.

                                     -23-
<PAGE>

     Sales

     Chilean Territory. The Company estimates that its share of the soft drink
market in the Chilean territory (with a population of approximately 6.9
million), was 71 % in 1999, 70 % in 2000 and 68% in 2001. In Chile, the
Company produces and distributes thirteen Coca-Cola brand soft drinks in a
variety of can, glass and Pet bottle formats. The following table sets forth,
for the periods indicated, the Company's net sales and volume of Coca-Cola
Soft Drinks sold in the Chilean territory:

                 Soft Drink Sales by Net Sales and Volume (1)

<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                      -------------------------------------------------------------------------------------
                                                  1999                         2000                          2001
                                      --------------------------    --------------------------    -------------------------
                                                                     (millions of Ch$ and UCs)
<S>                                    <C>            <C>           <C>             <C>            <C>          <C>
Coca-Cola...........................   Ch$ 101,584       65.8UCs    Ch$  97,188      68.1UCs       Ch$94,129      70.3UCs.
Coca-Cola Light.....................        14,059        7.5            11,132        7.8             13,665       8.5
                                                                                                                     --
Fanta (Naranja, Durazno, Pina)......        16,420       10.3            16,695       11.1             13,126       9.5
Fanta Light (4)                                                                                         0,257       0.2
Sprite..............................        11,658        7.1            11,663        8.0             10,488       7.8
Sprite Light(2).....................           275        0.2             1,458        1.0              1,496       1.0
Diet Sprite.........................         1,078        0.5                --       --
                                                                                                           --        --
Quatro..............................         3,102        1.7             1,794        1.1              1,111       0.8
NordicMist Ginger Ale...............           725        0.3               496        0.3              0,426       0.2
NordicMist Tonica...................           338        0.1               248        0.1              0,227       0.1
Tai (4)                                                                                                 0,173       0.2
Lift(3).............................            --         --               221        0.1              0,186       0.1
                                       -----------     --------     -----------      --------      ----------     -------
   Total............................   Ch$ 149,239     93.6UCs      Ch$ 140,895      97.6 UCs      Ch$135,284     98.7UCs
                                       ===========     =======      ===========      ========      ==========     =======

- -------------------
(1)  For purposes of this table, sales include sales of liquid (not including
     packaging and distribution) less any discounts.
(2)  Introduced in October 1999
(3)  Introduced in December 2000.
(4)  Introduced in September 2001.
</TABLE>


     In Chile, Coca-Cola Soft Drinks are distributed in returnable glass and
plastic (Pet) bottles of various sizes and in non-returnable Pet bottles and
aluminum cans. Post-mix syrup, which is mixed with carbonated water in a
dispenser at the point of sale, is also distributed in stainless steel and
bag-in-box containers. The following table sets forth, for the Chilean
territory, for the periods indicated sales volume of Coca-Cola Soft Drinks by
type of packaging as a percentage of total sales by volume:

                                     -24-
<PAGE>


               Percentage Soft Drink Sales by Packaging Type (1)
<TABLE>
<CAPTION>
                                                         Year ended December 31,
                                                ------------------------------------------
                                                   1999            2000            2001
                                                ----------     -----------    ------------
<S>                                              <C>             <C>              <C>
Returnable Formats:
Glass 350 cc. ...........................            5.5%            4.7%             4.2%
Glass 1000 cc. ..........................            7.9            11.8             12.9
Pet 1.5 lt. .............................            6.1             5.8              5.7
Pet 2.0 lt. .............................           51.5            47.1             43.8
                                                 -------         -------          -------
     Subtotal............................           71.0            69.4             66.6

Non-Returnable Formats:
Glass 237 cc.............................            0.6             1.7              1.9
Glass 266 cc. ...........................            0.1             0.1              0.1
Pet plastic shielded glass-296 cc. ......            --              --               --
Pet 0.250 lt. (2)                                                    0.7              1.3
Pet 0.5 lt. .............................            1.7             1.9              2.3
Pet 1.5 lt. .............................            5.0             5.3              5.9
Pet 2.0 lt. .............................            1.0             1.0              1.0
Pet 2.25 lt. ............................            --              --               --
Pet 2.5 lt. .............................            8.3             8.7              7.6
Pet 3.0 lt. (3)                                                      0.2              3.8
Aluminum cans-350 cc.....................            6.6             5.8              4.5
                                                 -------         -------          -------
     Subtotal............................           23.3            25.4             28.4

Post-Mix.................................            5.7             5.2              5.0
                                                 -------         -------          -------
     Total...............................          100.0%          100.0%           100.0%
                                                 =======         =======          =======
- -------------------
(1)  Percentages calculated on the basis of total volume of UCs sold in each
     format.
(2)  Introduced in March 2000.
(3)  Introduced in December 2000.
</TABLE>

     The Chilean market is characterized by the predominance of sales in
returnable formats, particularly the larger returnable Pet bottles, and by the
rapid growth of aluminum cans, a non-returnable format. Aluminum cans were
introduced in 1995 and in 2001, accounted for 4.5% of the Company's total
Chilean soft drink sales by volume.

     Brazilian Territory. The Company estimates that its share of the soft
drink market in the Brazilian territory (with a population of approximately 16
million) was 53% in 1999, and on a comparable basis after taking into account
the addition of the territory acquired from Perma in March 2000, the Company's
market share was 52% in 2000 and 53% in 2001. In Brazil, the Company produces
and distributes twelve Coca-Cola brand soft drinks in a variety of can, glass
and Pet bottle formats. The following table sets forth, for the periods
indicated, the Company's net sales and volume of Coca-Cola Soft Drinks sold in
the Brazilian territory:


                                     -25-
<PAGE>


                   Soft Drink Sales by Net Sales and Volume
<TABLE>
<CAPTION>
                                                                       Year ended December 31,
                                        -------------------------------------------------------------------------------------
                                                   1999                         2000                          2001
                                        -----------------------      --------------------------    --------------------------
                                                                      (millions of Ch$ and UCs)
<S>                                     <C>            <C>           <C>            <C>            <C>            <C>
Coca-Cola...........................    Ch$  53,052     53.9UCs      Ch$   84,749      81.5UCs     Ch$  89,752       90.7UCs
Coca-Cola Light.....................          5,952      6.1               12,211       9.8             11,248       11.4
Fanta Laranja.......................          5,170      5.3                8,885       8.3             11,238       11.4
Diet Fanta Laranja..................            188      0.2                  770       0.8              1,270        1.3
Fanta Uva...........................          1,874      1.9                3,556       3.3              4,828        4.9
Sprite..............................          1,587      1.6                3,027       2.4              3,040        3.1
Diet Sprite.........................            282      0.3                  436       0.4              0,530        0.5
Guarana Tai.........................            654      0.6                  495       0.9              0,070        0.1
Guarana Kuat........................          3,035      3.1                6,247       5.6              8,108        8.2
Guarana Kuat light..................             82      0.1                1,318       1.0              1,578        1.6
Diet Guarana Tai....................            202      0.2                   32       0.1                 --         --
Schwepes(1).........................             --       --                  786       0.3              0,487        0.5
Cherry Coke.........................            105      0.1                   --        --                 --         --
Tonica Kinley.......................             85      0.1                   47       0.1                 --         --
                                        -----------   ---------       -----------   -----------    -----------   ------------
   Total............................    Ch$  72,268     73.5UCs       Ch$ 122,559     114.5UCs     Ch$ 132,150      133.6Ucs
                                        ===========   =========       ===========   ===========    ===========   ============

- ---------------
(1)  Includes Schwepes Tonica and Schwepes Citrus.
</TABLE>

     In Brazil, Coca-Cola Soft Drinks are distributed in returnable and
non-returnable glass and in Pet bottles of various sizes, and in aluminum
cans. The Company also produces and distributes Coca-Cola Soft Drinks as
post-mix syrup. The following table sets forth, for the Brazilian territory,
estimates of sales volume of Coca-Cola Soft Drinks by type of packaging as a
percentage of total sales by volume:


                                     -26-
<PAGE>


                 Percentage Soft Drink Sales by Packaging Type
<TABLE>
<CAPTION>
                                                            Year ended December 31,
                                                 --------------------------------------------
                                                    1999             2000              2001
                                                 ---------        ---------        ----------
<S>                                               <C>              <C>               <C>
Returnable Bottles:
Pet-1.5 liter.............................           0.0%             0.0%              0.0%
Glass-1.0 liter...........................           5.0              3.6               3.2
Glass-290 cc .............................          11.2              8.6               7.2
                                                  ------           ------            ------
   Subtotal...............................          16.2             12.2              10.4
                                                  ------           ------            ------

Non-Returnable Bottles:
Pet 1.0 liter.............................           2.0              0.8               0.5
Pet 1.5 liter.............................           0.1             --                 0.1
Pet-2.0 liter and 2.25 liter..............          49.3             56.8              59.8
Pet-2.5 liter.............................           3.9              2.7               1.5
Pet-600 cc................................           3.9              0.1               5.5
Pet-245 cc(1)                                                         5.3               0.1
Aluminum cans 350 cc .....................          21.1             19.0              18.2
                                                  ------           ------            ------
   Subtotal...............................          80.3             84.7              85.7
                                                  ------           ------            ------

Post-Mix..................................           3.5              3.1               3.8
   Total..................................         100.0%           100.0%            100.0%
                                                  ======           ======            ======
- ---------------
(1)  Format introduced during 2000.
</TABLE>


     In Brazil, 85.7% of the Company's sales by volume of UCs during 2001 was
in non-returnable formats.

                                     -27-
<PAGE>

     Argentine Territory. The Company estimates that its share of the soft
drink market in the Argentine territory (with a population of approximately
9.9 million) was 53% in 1999, 50% in 2000 and 51% in 2001. The Company
produces and distributes twelve soft drinks in the Argentine territory. The
following table sets forth, for the periods indicated, the Company's net sales
and volume of Coca-Cola Soft Drinks sold in the Argentine territory:

                 Soft Drink Sales by Net Sales and Volume (1)
<TABLE>
<CAPTION>
                                                                       Year ended December 31,
                                        ------------------------------------------------------------------------------------
                                                   1999                          2000                          2001
                                        ------------------------      -------------------------     ------------------------
                                                                      (millions of Ch$ and UCs)
<S>                                     <C>             <C>           <C>              <C>          <C>            <C>
Coca-Cola.........................      Ch$87,867        52.3UCs      Ch$84,685         48.5UCs     Ch$88,429        49.3UCs
Coca-Cola Light...................            3,806       1.7               4,306        1.9              5,072       2.2
Fanta Naranja.....................           11,494       7.4              12,800        9.1             10,899       7.3
Other Fanta Flavors(2) ...........            2,708       1.9               2,570        2.0              3,074       2.4
Sprite............................           15,493       8.6              14,774        7.9             15,278       8.1
Diet Sprite.......................            1,730       0.8               1,802        0.8              1,918       0.8
Quatro Flavors (3)................            1,938       1.0               2,234        1.3              2,809       1.9
Kin...............................            2,203       2.9                  --         --              1,221       1.2
Other brands......................               --        --               2,517        2.7              5,038       5.7
                                        -----------     --------      -----------      --------     -----------     --------
   Total..........................       Ch$127,239      76.5UCs       Ch$125,688       74.2UCs      Ch$133,738      78.9UCs
                                        ===========     ========      ===========      --------     ===========     --------
- -------------------
(1)  For purposes of this table, sales include sales of liquid (not including
     packaging and distribution) less any discounts.
(2)  Other Fanta flavors include "Fanta Tonica" and "Fanta Limon".
(3)  Quatro Flavors include "Quatro Pomelo" and "Quatro Limonada".
(4)  Other brands include Tai, Schweppes, Crush, Kin and Hi-C.
</TABLE>

     Edasa produces and distributes Coca-Cola Soft Drinks in returnable and
non-returnable glass and Pet bottles of various sizes, in aluminum cans, and
as post-mix syrup. Edasa has experienced a significant shift in consumer
preference away from returnable formats in favor of larger non-returnable
formats, which represented approximately 80.8% of Edasa volume sales during
2001. The following table sets forth for the Argentine territory, estimates of
sales volume of Coca-Cola Soft Drinks by type of packaging as a percentage of
total sales by volume:


                                     -28-
<PAGE>

                 Percentage Soft Drink Sales by Packaging Type
<TABLE>
<CAPTION>
                                                               Year ended December 31,
                                                     --------------------------------------------
                                                       1999             2000              2001
                                                     ---------        --------        -----------
<S>                                                  <C>              <C>               <C>
Returnable Formats:
Glass 350 cc. and 330 cc. ........................       2.7%              2.2%             1.57%
Glass 1.0, 1.25 lt. and 1.5 lt. ..................       7.1               4.5              2.8
Pet 1.5 and 2.0 lt. ..............................      15.4              15.3             14.0
   Subtotal.......................................      25.2              22.0             18.4
                                                     -------          --------          -------

Non-Returnable Formats:
Glass 237 cc                                                               0.8              1.1
Pet 0.5 lt., Pet 0.2 lt. and Pouch 0.190 lt. .....       2.0               2.0              2.6
Pet 1.0 lt. and Pet 1.25 lt.......................       3.3               4.2              3.8
Pet 1.5 lt. ......................................      15.5              13.4             17.3
Pet 2.0 lt. ......................................      28.6              31.8             25.7
Pet 2.25 lt. and Pet 3.0 lt.......................      19.2              20.4             27.2
Aluminum cans 350 cc. ............................       5.0               4.3              3.1
                                                     -------          --------          -------
   Subtotal.......................................      73.6              76.9             80.8

Post-Mix..........................................       1.2               1.1              0.8
                                                     -------          --------          -------
   Total..........................................     100.0%            100.0%           100.0%
                                                     =======          ========          =======
</TABLE>

     In Argentina, consumers pay retailers a one-time deposit that represents
a portion of the cost of a returnable bottle, which consumers may exchange for
their original deposit in cash or use to purchase another soft drink without
paying a new deposit.

     Marketing

     The Coca-Cola Company and the Company jointly and severally promote and
market Coca-Cola Soft Drinks in the Company's franchise territories, in
accordance with the terms of the Bottler Agreements. During 2001, the Company
paid approximately 50% of the advertising and promotion expenses incurred by
The Coca-Cola Company in the Company's franchise territories. Nearly all media
advertising and promotion materials for Coca-Cola Soft Drinks are produced and
distributed by The Coca-Cola Company. See "Item 7. Majority Shareholders and
Related Party Transactions--Related Party Transactions--Bottler Agreements".

     Customers and Distribution

     Chilean Territory. In Chile, as of December 31, 2001, the Company sold
its products through an exclusive distribution network to approximately 38,900
customers. The following table sets forth, for the periods indicated, the
Company's sales of Coca-Cola Soft Drinks in Chile by type of customer,
measured as a percentage of total sales volume:


                                     -29-
<PAGE>

                     Percentage Sales by Type of Customer
<TABLE>
<CAPTION>
                                                                           Year ended December 31,
                                                                ----------------------------------------------
                                                                   1999             2000              2001
                                                                   ----             ----              ----
<S>                                                                <C>              <C>               <C>
Small- and medium-sized retail establishments for takeout            38%              40%               41%
Wholesale distributors                                               21               18                17
Supermarkets                                                         21               23                23
Restaurants, hotels and bars                                          4                4                 4
Fast food outlets                                                     3                3                 3
Convenience stores                                                    4                5                 6
Other                                                                 9                7                 6
                                                                  -----            -----             -----
Total                                                               100%             100%              100%
                                                                  =====            =====             =====
</TABLE>


     Andina's ten largest customers together accounted for approximately
18.0%, 18.0% and 18.7% of total sales of soft drinks by volume in 1999, 2000
and 2001, respectively.

     As of December 31, 2001, Andina's sales force consisted of 146
salespeople who call on most customers on average 1.6 times per week. For
sales to major supermarkets, the Company employs approximately 258 on-site
supervisors who handle the Company's products, monitor displays and track the
pricing and marketing strategies of the Company's competitors. Account
executives are also assigned to major fast food outlets to work with the
customer to develop sales on a consistent basis.

     As of December 31, 2001, Andina's distribution system for its soft drink
products consisted of a group of 19 exclusive distributors, which are
independent businesses that collectively deploy approximately 225 trucks,
depending on seasonal demand. An additional 31 trucks are owned by the
Company. The 19 distributors collectively service all of the Company's
approximately 38,900 Chilean customers. In most cases, the distributor
collects payment from the customer in cash or check. Certain customers,
including supermarkets and fast food chains, maintain accounts with the
Company, which are settled on average every 42 days. Where applicable, the
driver also either collects empty returnable glass or plastic bottles of the
same type and quantity as the bottles being delivered, or collects cash
deposits for the net returnable bottles delivered. This task is particularly
significant in the Chilean territory where returnable containers accounted for
approximately 66.6% of total UCs of soft drinks sold in 2001.

     Brazilian Territory. In Brazil, as of December 31, 2001, the Company sold
soft drink products through its distribution network to approximately 42,000
customers including Rio de Janeiro Refrescos and NVG. The following table sets
forth, for the periods indicated, the Company's estimated sales of Coca-Cola
Soft Drinks in the Brazilian territory by type of customer, measured as a
percentage of total sales volume:


                                     -30-
<PAGE>

                   Percentage Sales by Type of Customer (1)
<TABLE>
<CAPTION>
                                                       Year ended December 31,
                                             ---------------------------------------------
                                               1999           2000 (4)          2001 (4)
                                             ---------       ----------      -------------
<S>                                          <C>             <C>             <C>
Self-service(2)...........................        34%              41%               43%
Food/drink establishments(3)..............        22               22                17
Wholesalers...............................        11               11                12
Distributors..............................        13               13                16
General Supply............................         9                7                 6
Entertainment establishments..............         2                1                 1
Transportation............................         1                1                 1
Educational establishments................         1                1                 1
Work place................................         1                1                 1
Other.....................................         6                2                 2
                                              ------           ------            ------
   Total..................................       100%             100%              100%
                                              ======           ======            ======
- -------------------
(1)  The categories presented in this table are not comparable to those used
     for the Chilean territory and the Argentine territory.
(2)  Category includes supermarkets and certain other food establishments.
(3)  Includes restaurants, bars and fast food establishments.
(4)  Includes Rio de Janeiro Refrescos plus NVG.
</TABLE>

     The Company estimates that in 2001, the supermarket chains, Sendas,
Carrefour, and Champion, its three largest customers in Brazil, accounted for
approximately 10.6% of its sales in the Brazilian territory measured by
volume. The Company estimates that Refrescos' (including NVG) ten largest soft
drink customers collectively accounted for approximately 26.2%, 24.7% and
19.4% of its total soft drink sales measured by volume in 1999, 2000 and 2001
respectively.

     Refrescos' sales force during 2001 consisted of an average of 245
salespeople, divided into three major groups responsible for: (i) sales to
post-mix customers (who purchase soft drinks both in post-mix dispensers and
in bottled form), (ii) sales to supermarkets (consisting almost exclusively of
bottle sales) and (iii) other bottle sales. Each of these three groups also
manages sales of the other beverages (beer and mineral water) distributed by
Refrescos.

     In Brazil, the Company distributes Coca-Cola Soft Drinks through a
distribution system that includes: (i) Company-owned trucks driven by Company
employees, (ii) trucks operated by independent distributors pursuant to
exclusive distribution arrangements with the Company and (iii) trucks operated
by independent transport companies on a non-exclusive basis. In 2001,
approximately 8.1% of Refrescos' sales by volume were distributed using its
own trucks and drivers, 15.1% were distributed by exclusive distributors, and
76.8% by other contract drivers. Distribution of Refrescos' beverages
(including soft drinks, beer and bottled water) takes place from distribution
centers and production facilities. High volume customers such as supermarkets
and post-mix customers are serviced exclusively from the distribution centers
located at Refrescos' production facilities. In 2001, approximately 23% of
Refrescos' soft drink sales were paid in cash at the time of delivery, 37%
were paid by check to be cashed between one and ten days after delivery and
40% were paid between 10 and 45 days after delivery by invoice. Payments by
both checks and invoices were charged with interests.

     Argentine Territory. In Argentina, as of December 31, 2001, the Company
sold Coca-Cola Soft Drinks to approximately 65,338 customers whom the Company
services through the operations of Edasa. The following table sets forth, for
the periods indicated, Edasa's sales volume of Coca-Cola Soft Drinks by type
of customer, measured as a percentage of total sales volume:

                                     -31-
<PAGE>

                     Percentage Sales by Type of Customer
<TABLE>
<CAPTION>
                                                                                       Year ended December 31,
                                                                            ---------------------------------------------
                                                                               1999             2000              2001
                                                                               ----             ----              ----
<S>                                                                           <C>             <C>               <C>
Small- and medium-sized retail establishments for takeout............            24%              27%               31%
Wholesale distributors...............................................            28               24                19
Supermarkets.........................................................            25               25                25
Restaurants, hotels and bars.........................................             4                3                 3
Fast food outlets....................................................             1                1                 1
Convenience stores...................................................            16               18                20
Other................................................................                              2                 1
                                                                              -----            -----             -----
   Total.............................................................           100%             100%              100%
                                                                              =====            =====             =====
</TABLE>

     As of December 31, 2001, Edasa's sale force in Argentina consisted of
approximately 524 salespeople, including approximately 408 salespeople who
call on most customers regularly. In 2001, Edasa's ten largest customers
accounted for approximately 18.6% of its total sales of Coca Cola Soft Drinks
by volume.

     In 2001, Edasa distributed Coca-Cola Soft Drinks with 85% by direct
distribution (trucking) and 15% by wholesale distribution. All of the direct
distribution is done by a group of truck drivers (with more than 3 trucks).

     In 2001, approximately 50% of Edasa's soft drink sales were paid for in
cash and 50% were credit sales. Approximately 7% of credit sales were paid by
short-term credit to be paid for within one to eight days after delivery, 25%
of credit sales were made by simple account (to be paid 40% within 9 to 30
days after delivery and 60% within 30 to 40 days after delivery); and 18% of
credit sales, were paid for by check to be cashed within 9 to 15 days after
delivery.

     Competition

     The Company faces intense competition throughout the franchise
territories principally from bottlers of competing soft drink brands. See
"Item 3. Risk Factors--Competition".

     Chilean Territory. The soft drink segment of the Chilean beverage
industry is highly competitive. The most important areas of competition are
product image, pricing, advertising, ability to deliver product in popular
bottle sizes, distribution capacity, and the amount of returnable bottles held
by retailers or by consumers. Returnable bottles can be exchanged at the time
of new purchases in lieu of paying a bottle deposit, thereby decreasing the
purchase price.

     During 1997, Compania Cervercerias Unidas ("CCU") assumed complete
control over ECUSA, a joint-venture between Buenos Aires Embotelladora S.A.
("Baesa") and CCU for soft drink production and distribution in the Chilean
territory. ECUSA produces Pepsi, Diet Pepsi, Pepsi Max, Mirinda Orange,
Mirinda Pina, Seven-Up, Diet Seven-Up, Orange Crush, and Diet Orange Crush,
Limon Soda, Ginger Ale and Tonica under the Canada Dry label, and three
fruit-flavored brands. The following table sets forth estimated market share
data in the Chilean territory for the Company and its principal competitors by
flavor (Coca-Cola products are shown in bold type) for the periods indicated.


                                     -32-
<PAGE>

                  Market Share by Flavor in Chilean Territory
<TABLE>
<CAPTION>
                                               Year ended December 31,
                                      --------------------------------------------
                                        1999             2000              2001
                                      ---------        ---------         ---------
<S>                                   <C>              <C>               <C>
All soft drinks:
Coca-Cola Soft Drinks...........          71.0%            69.5%             67.6%
CCU products....................          23.6             21.7              19.9
Pepsi products..................           3.6              4.1               4.7
Private brands..................           1.6              4.0               5.2
Others..........................           0.3              0.7               2.6
                                      --------         --------          --------
                                         100.0%           100.0%            100.0%
                                      ========         ========          ========
Cola:
Coca-Cola.......................          92.7%            90.2%             88.0%
Pepsi...........................           5.3              6.0               6.5
Cherry Coke.....................           --               --                --
Private brands..................           1.9              3.8               5.5
                                      --------         --------          --------
                                         100.0%           100.0%            100.0%
                                      ========         ========          ========
Diet soft drinks:
Diet Coke.......................           0.3%             --                --
Coca Cola Light.................          75.4             73.7              67.2
Diet Sprite.....................           9.3              --                --
Sprite Light....................                           10.5               8.6
Pepsi Max.......................           4.4              0.7               --
Fanta Naranja Light (3)                                                       0.9
Diet Orange Crush...............           5.9              3.9               --
Orange Crush Light                                          1.4               6.7
Diet Pepsi......................           3.0              --                --
Pepsi Light.....................                            6.7               8.8
Diet Seven Up...................           0.6              0.6               --
Seven Up Light                                                                2.1
Private brands..................                            2.4               5.7
Others..........................           0.8              0.1               0.0
                                      -------          --------          --------
                                         100.0%           100.0%            100.0%
                                      ========         ========          ========
Orange:
Fanta...........................          68.7%            67.7%             65.6%
Orange Crush....................          29.3             25.4              19.2

Tommy Naranja...................                            5.9               1.5
Other...........................           2.0              1.0              13.8
                                        --------         --------          --------
                                         100.0%           100.0%            100.0%
                                        ========         ========          ========
Lemon-Lime:
Sprite..........................          71.1%            69.0%             67.0%
Limon Soda......................          24.5             22.3              19.2
Seven Up........................           2.6              3.8               6.9
Others..........................           1.8              4.9               6.9
                                        --------         --------          --------
                                         100.0%           100.0%            100.0%
                                        ========         ========          ========
Artificial Fruit Flavor:
Bilz............................          38.0%            33.2%             29.2%
Pap.............................          27.7             25.5              22.5
Kem.............................          18.6             25.9              22.9
Show                                                                          3.0

Quatro(1).......................          12.1              6.8               3.7
Fanta Pina (1)..................           --               0.4               0.8
Fanta Durazno (1)...............           --               0.4               0.3
Lift (2)........................           --               0.2               1.4
Squirt..........................           2.1              0.1               0.0
Others..........................           1.5              7.5              16.1
                                        --------         --------          --------
                                         100.0%           100.0%            100.0%
                                        ========         ========          ========


                                     -33-
<PAGE>

<CAPTION>
                                               Year ended December 31,
                                      --------------------------------------------
                                        1999             2000              2001
                                      ---------        ---------         ---------
<S>                                   <C>              <C>               <C>
Mixers:
Schweppes Ginger Ale............          73.4%            73.4%             63.1%
Schweppes Tonic.................          10.6             11.6               8.0
Nordic Mist Ginger Ale(1).......           9.8              7.2               6.9
Nordic Mist Tonica(2)...........           4.9              4.2               3.4
Others..........................           1.3              3.6              18.7
                                        --------         --------          --------
                                         100.0%           100.0%            100.0%
                                        ========         ========          ========
- ---------------
(1)  Introduced in July 2000.
(2)  Introduced in December 2000.
(3)  Introduced in September 2001.
     Source: A.C. Nielsen
</TABLE>

     Brazilian Territory. The soft drink segment of the Brazilian beverage
industry is highly competitive. The most important areas of competition are
product image, pricing, advertising and distribution capacity (including the
number and location of sales outlets). According to A.C. Nielsen, the Company
has only 3 listed companies as its main soft drink competitors in the
Brazilian territory: (i) Companhia Cervejaria Brahma S.A. ("Brahma"), a soft
drink producer that is also the largest beer producer and distributor in
Brazil and which acquired Baesa's operations in Brazil in October 1997; (ii)
Industria de Bebidas Antarctica do Rio de Janeiro S.A. ("Antarctica"), the
second-largest beer producer and distributor in Brazil that also produces soft
drinks; and (iii) Coroa in the Niteroi territory. In 2000, Antarctica and
Brahma merged to create Ambev.

     The following table sets forth estimated market share data for the
periods indicated in the Brazilian territory for the Company and its principal
competitors by flavor (Coca-Cola products are shown in the bold type):

               Market Share by Flavor in the Brazilian Territory
<TABLE>
<CAPTION>
                                                       Year ended December 31,
                                              --------------------------------------------
                                                 1999           2000 (5)          2001 (5)
                                              ---------        ---------         ---------
<S>                                           <C>              <C>               <C>
All soft drinks:
Coca-Cola Soft Drinks.......................     53.1%            51.7%             52.8%
Pepsi products..............................      8.0              5.5               5.0
Brahma products.............................      7.7              5.3               5.0
Antarctica products.........................      9.3              8.3               8.1
Other.......................................     21.9             29.2              29.2
                                              -------          -------           -------
                                                100.0%           100.0%            100.0%
                                              =======          =======           =======
Cola:
Coca-Cola...................................     85.9%            85.5%             84.8%
Pepsi.......................................     12.8             10.7               9.7
Other(1)....................................      1.3              3.8               5.5
                                              -------          -------           -------
                                                100.0%           100.0%            100.0%
                                              =======          =======           =======
Diet:
Diet Coke and Coca-Cola Light...............     46.3%            46.5%             46.2%
Diet Antarctica Champagne Guarana...........     22.1             20.1              19.8
Diet Pepsi..................................     10.8              7.1               7.0
Kuat Light                                                                           6.3
Diet Fanta Laranja and Diet Sprite                3.1              5.6               5.0
Brahma Diet Guarana.........................      8.9              6.1               4.9
Other(2)....................................      8.8             14.6              10.9
                                              -------          -------           -------
                                                100.0%           100.0%            100.0%
                                              =======          =======           =======

                                     -34-
<PAGE>

<CAPTION>
                                                       Year ended December 31,
                                              --------------------------------------------
                                                 1999           2000 (5)          2001 (5)
                                              ---------        ---------         ---------
<S>                                           <C>              <C>               <C>
Orange:
Fanta Laranja...............................     39.6%            39.9%             40.3%
Sukita......................................     11.3              9.2              10.5
Mirinda.....................................      3.7              1.0
Crush.......................................      4.9              1.6
Pop Laranja.................................      0.9              0.5
Other.......................................     39.6             47.8              49.3
                                              -------          -------           -------
                                                100.0%           100.0%            100.0%
                                              =======          =======           =======

Lemon:
Sprite.......................................    26.8%            35.2%             31.5%
Limao Brahma.................................    17.3             10.4              10.8
Antarctica Soda Limonada.....................    13.1              7.7               7.0
Other(3).....................................    42.9             46.7              50.7
                                               -------          -------           -------
                                                100.0%           100.0%            100.0%
                                               =======          =======           =======

Grape:
Grapette and Other...........................    56.5%            63.4%             59.4%
Fanta Uva....................................    43.5             36.6              40.6
                                               -------          -------           -------
                                                100.0%           100.0%            100.0%
                                               =======          =======           =======

Guarana:
Guarana Brahma and Other(4)..................    67.6%            62.6%             66.4%
Antarctica Champagne Guarana.................    23.7             25.9              21.4
Guarana Tai and Simba Guarana................     8.7             11.5              12.2
                                               -------          -------           -------
                                                100.0%           100.0%            100.0%
                                               =======          =======           =======
- ---------------
(1)  Includes Mineirinho and Bare Cola.
(2)  Includes Tobi, Mantiqueira, Sport and Flecha.
(3)  Includes Crush, Skol, Flecha, Sport and Tobi.
(4)  Includes Guaranita, Mantiqueira, Sport, Flecha and Tobi.
(5)  Includes Rio de Janeiro Refrescos and NVG's
Source: A.C. Nielsen
</TABLE>

     Argentine Territory. The soft drink segment of the Argentine beverage
industry is highly competitive. The most important areas of competition are
product image, pricing, advertising, ability to produce bottles in popular
sizes and distribution capacity. Embotelladora de los Andes S.A., which is
controlled by the Hunicken Group, produces Pepsi products in the province of
Mendoza; Baesa produces Pepsi products in the provinces of Cordoba and Santa
Fe. Pritty S.A. produces and sells Pritty, Doble Cola, Saldan, Switty and
Rafting in the provinces of Cordoba, Santa Fe and Mendoza. In the province of
Santa Fe, Penaflor produces and sells Gini, and Baggio sells Mocoreta. In the
province of Mendoza, San Isidro Refrescos S.A. sells Beach, Royal Crown, Upper
10, Sao, Sunkist and Seagrams products, and Cahiza Hermanos sells Chyc.

     The following table sets forth, for the periods indicated, the estimated
market shares in the Argentine territory for the Company and its competitors
by flavor (Coca-Cola products are shown in bold type):


                                     -35-
<PAGE>

                 Market Share by Flavor in Argentine Territory
<TABLE>
<CAPTION>
                                                        Year-ended December 31,
                                              ---------------------------------------------
                                                1999              2000              2001
                                              --------          ---------        ----------
<S>                                           <C>               <C>               <C>
All soft drinks:
Coca-Cola Soft Drinks.......................      52.8%             49.5%             50.8%
Pepsi and 7 Up Products.....................      22.4              20.9              19.6
d Gini Products.............................       1.8               1.5               1.3
Pritty Products.............................       8.6               9.7               9.0
Chyc Products...............................       0.6               0.2               0.4
Other.......................................      13.8              18.2              18.9
                                              --------          --------          --------
                                                 100.0%            100.0%            100.0%
                                              ========          ========          ========
Cola:
Coca-Cola...................................      69.6%             67.2%             66.0%
Pepsi Cola..................................      14.3              12.8              12.1
Chyc Cola...................................       0.7               0.2               0.3
Doble Cola..................................       4.2               2.0               2.6
Gini Cola...................................       0.9               0.8               1.0
Other (1)...................................      10.3              17.0              18.0
                                              --------          --------          --------
                                                 100.0%            100.0%            100.0%
                                              ========          ========          ========
Diet:
Coca-Cola Light.............................      26.7%             35.3%             37.7%
7 Up Light .................................      16.5              20.8              21.8
Pepsi Max...................................      11.5              16.0              15.9
Sprite Diet ................................       8.4              13.2              12.6
7 Up Diet ..................................       0.0              --                --
Other ......................................      36.9              14.7              12.0
                                              --------          --------          --------
                                                 100.0%            100.0%            100.0%
                                              ========          ========          ========
Orange:
Fanta Naranja...............................      43.3%             38.4%             28.9%
Crush.......................................       4.5               3.2              16.7
Mirinda Naranja.............................      16.6              20.5              18.3
Chyc Naranja................................       1.2               0.3               0.6

Rafting Naranja.............................       4.1               1.0               0.1
Secco Naranja...............................       1.7               0.6               0.7
Other.......................................      28.8              36.0              34.7
                                              --------          --------          --------
                                                 100.0%            100.0%            100.0%
                                              ========          ========          ========
Lemon-Lime:
Seven Up....................................      46.7%             40.1%             33.9%
Sprite......................................      30.1              28.3              31.7
Saldan Lima Limon...........................       4.3               1.8               1.2
Other ......................................      18.9              29.8              33.2
                                              --------          --------          --------
                                                 100.0%            100.0%            100.0%
                                              ========          ========          ========
Lemon:
Fanta Limon.................................      33.4%             30.3%             31.4%
Pritty Limon................................      52.1              53.1              43.9
Mirinda Limon...............................       5.3               5.5               9.7
Gini Limon..................................       4.1               2.3               0.8
Chyc Limon..................................       1.5               0.3               0.4
Quatro Limonada.............................       0.1              --                --
Other.......................................       3.6               8.5              13.8
                                              --------          --------          --------
                                                 100.0%            100.0%            100.0%
                                              ========          ========          ========
Grapefruit:
Paso de los Toros Pomelo....................      27.2              16.0              15.2
Quatro Pomelo...............................      21.1              19.1              26.3
Chyc Pomelo.................................       1.1               0.4              --
Crush Pomelo................................       0.2               0.2               1.5

Other.......................................      50.4              64.3              57.0
                                              --------          --------          --------
                                                 100.0%            100.0%            100.0%
                                              ========          ========          ========


                                     -36-
<PAGE>

<CAPTION>
                                                        Year-ended December 31,
                                              ---------------------------------------------
                                                1999              2000              2001
                                              --------          ---------        ----------
<S>                                           <C>               <C>               <C>
Tonics:
Paso de los Toros...........................      81.4              81.5              74.8
Fanta Tonica................................      14.8              12.3              15.2
Other.......................................       3.8               6.2              10.0
                                              --------          --------          --------
                                                 100.0%            100.0%            100.0%
                                              ========          ========          ========
</TABLE>

Other Beverages

     In addition to Coca-Cola Soft Drinks, the Company produces and sells
juices and mineral water in Chile through Vital In Brazil, the Company
distributes beer under the "Kaiser" label and mineral water under the
"Caxambu" label. In Argentina, the Company distributes ready to drink juices
Kapo and Hi-C, which compete with other recognized brands such as Ades, Baggio
and Cepita. Besides, the Company produces and sells mineral water Kin (with
and without gas) and soda Kin, which compete with well-known brands like
Villavicencio, Eco de Los Andes and Glaciar.

     Juices and Mineral Water in Chile

     The Company, through Vital, competes in the fruit juice, nectar and
mineral water segments of the beverage market in Chile. Vital sells non-soft
drink beverage products under four different brand names: Andifrut (natural
fruit juices), Nectar Andina (fruit nectars), Kapo (artificially flavored
fruit drinks) and Vital (mineral water).

     Sales. In 2001, net sales of juices and mineral water in Chile
represented 6% of the Company's consolidated net sales. On a consolidated
basis, sales of juices and mineral water in Chile were Ch$ 28,894 million,
reflecting additional revenue received by Andina from Vital's sales to third
parties. During 2001, the juice industry was subject to strong competition
forcing market participants to develop changes in packaging and formats, and
preventing them from raising prices. Volume sales of juices and nectars dropped
3.3% compared to 2000 sales. Volume sales of Nectar Andina and Kapo decreased
19.7% and 23.7% respectively as compared to 2000 sales. This decrease was
somewhat offset by a 6.5% increase in volume sales of Andrifrut, over 2000
sales. Volume sales of mineral water during 2001 improved as a result of the
greater acceptance of one-way, non-returnable formats introduced for this
product. The following table sets forth, for the periods indicated, Vital's
net sales and sales by volume of UCs of juices and mineral water:


                                     -37-
<PAGE>

           Juices and Mineral Water Sales by Net Sales and Volume(1)
<TABLE>
<CAPTION>
                                                                  Year-ended December 31,
                               ------------------------------------------------------------------------------------
                                            1999                           2000                       2001
                               ------------------------------  --------------------------  ------------------------
                                                               (in millions of Ch$ and UCs)
<S>                             <C>                 <C>          <C>              <C>         <C>             <C>
Andifrut....................     Ch$7,981           4.5UCs       Ch$6,129        3.7UCs       Ch$6,393       4.1UCs
Nectar Andina...............        6,552           3.9             5,939        3.4             4,838       2.8
Kapo........................        9,441           7.3             7,317        5.4             7,329       5.1
Vital (mineral water).......        7,767           7.2             8,238        7.9             8,781       8.5
                               ----------          -------     ----------       -------     ----------      -------
Total(2)....................    Ch$31,741          22.9UCs      Ch$27,623       20.4UCs      Ch$27,341      20.5UCs
                               ==========          =======     ==========       =======     ==========      =======
- ---------------
(1)  For purposes of this table, sales include sales of liquid (not including
     packaging and distribution) less any discounts.
(2)  Includes sales to related companies which is eliminated upon
     consolidation.
</TABLE>

     Marketing. Marketing and promotion programs, including television, radio
and print advertising, point of sale advertising, sales promotions and
entertainment are developed by The Coca-Cola Company for all Vital products.

     Customers and Distribution. Vital juices and mineral water throughout
Chile are distributed by means of distribution agreements with Andina and two
other Coca-Cola bottlers. In 2001, Andina distributed approximately 51% of
Vital's products, and the other two Coca-Cola bottlers in Chile distributed an
aggregate of 46% and 3%, respectively, and the remainder was exported to
Edasa. Each Coca-Cola bottler in Chile distributes Vital products in its
respective franchise territory. Under Vital's distribution arrangements, each
bottler has the exclusive right to distribute juices and mineral water in its
territory and each agrees not to distribute competing products.

     The Company believes that its distribution arrangements for juices and
mineral water provide an effective means of distributing those products
throughout Chile using the extensive distribution system of the Coca-Cola
bottlers. The Company has a good working relationship with the Coca-Cola
bottlers that distribute juices and mineral water. If any Coca-Cola bottler
were to cease distribution, the Company believes (but cannot assure that) it
could arrange alternative distribution arrangements, but the transition to the
new arrangements could involve significant delays in distributing products and
would involve additional costs and an initial reduction in sales.

     Competition. Vital's principal competitors are CCU (Cachantun-Mineral
Water and Watt's juices), Corpora Tres Montes (Yuz) and four of the leading
dairy producers in Chile: Soprole S.A. ("Soprole"), Loncoleche S.A.
("Loncoleche"), Nestle Chile S.A. and Parmalat., Watt's, and Loncoleche are
both subsidiaries of Santa Carolina S.A. (Santa Carolina).

     The following table sets forth, for the periods indicated, the Company's
estimates of the market shares for Vital and its principal competitors.
Vital's products are shown in bold. This information corresponds to market
share measured at the end of each year.


                                     -38-
<PAGE>


                        Vital's Market Share by Product

                                                 Year ended December 31,
                                         -------------------------------------
                                            1999          2000          2001
                                         -----------   -----------  ----------
Mineral water:
Cachantun (CCU)........................      65%           61%           61%
Vital..................................      32            34            30
Porvenir (CCU).........................       3             1             2
Other..................................      --             4             7
                                           -----         -----         -----
                                           100.0%        100.0%        100.0%
                                           =====         =====         =====

Fruit Juices and Nectars:
Kapo...................................      19%           21%           18%
Nectar Andina..........................      20            13            10
Andifrut...............................      14            10            11
Watt's.................................      18            27            25
Corpora Tres Montes (Yuz)..............       6            12            13
Soprole................................      13             8             9
Others.................................      10             9            14
                                           -----         -----         -----
                                           100.0%        100.0%        100.0%
                                           =====         =====         =====

     The Chilean market for fruit flavored beverages also includes low-cost,
lower-quality fruit juice concentrates and artificially flavored powdered
beverage mixes. The Company does not consider these products to compete with
its juice and mineral water business because the Company believes that these
products are of lower quality and value.

     Beer and Mineral Water Businesses in Brazil

     Refrescos uses its distribution system to distribute Kaiser brand beers
in the Brazilian territory. As of December 31, 2001, Refrescos indirectly
owned a 3.8% interest in Cervejarias Kaiser S.A. ("Kaiser"). Refrescos started
distributing beer in the 1980s as a result of the acquisition of Kaiser by the
Coca-Cola bottlers in Brazil. In addition, Refrescos distributes bottled
mineral water under the Caxambu label. In September 2000, Refrescos began
distributing Bonaqua brand water, a product of the Coca Cola Company.
Refrescos buys beer from Kaiser at a price determined by Kaiser and resells it
at a fixed margin. In the case of certain discount sales that have been
approved by Kaiser, Kaiser shares 50% of the cost of such discounts. In 2001,
Refrescos' net sales of beer were Ch$5,423 million, of which Kaiser brand beer
accounted for 60% and Santa Cerva for 40% of net sales.

     Competition. In the beer sector, Refrescos' main competitors are Brahma
and Antarctic. The Company estimates that in 2001, beer sold by Kaiser, Brahma
and Antarctica accounted for 3%, 68% and 12%, respectively, of the total sales
of beer by volume in the Brazilian territory.

     The Distribution Agreements. Refrescos and Kaiser entered into an
agreement (the "Kaiser Distribution Agreement"), for the exclusive
distribution by Refrescos of Kaiser beer. The Kaiser Distribution Agreement
expired on December 28, 2000 but was extended to March 31, 2003 by mutual
agreement.

     Under the Kaiser Distribution Agreement, Refrescos has the right to
distribute bottled and draught beer under the Kaiser labels in the Brazilian
franchise territory that now includes most of Rio de Janeiro, the state of
Espirito Santo, and the territory of Minas. Refrescos is not allowed to
produce, bottle, sell, or obtain any interest in any bottled or tap beer under
any other label or in any bottle or

                                     -39-
<PAGE>

packaging that could be confused with brand beers, except pursuant to an
independent agreement between Refrescos and Kaiser.

     Under the terms of the Kaiser Distribution Agreement, Kaiser assumes all
responsibility for planning and managing publicity, marketing and promotional
activities related to Kaiser beer brands. Refrescos, however, is free to
undertake marketing or promotional activities that receive Kaiser's prior
approval. The parties have agreed to assume joint responsibility for the costs
of certain promotional activities (radio or television) and for certain
outdoor events which take place in the Rio de Janeiro region. Refrescos has
agreed to devote at least 3% of its gross sales of Kaiser products (net of
taxes) to such promotional activities or events.

     Refrescos is prohibited from assigning, transferring, or otherwise
encumbering the Kaiser Distribution Agreement or any interest therein for the
benefit of third parties without prior written consent from Kaiser. Kaiser may
terminate the Kaiser Distribution Agreement immediately in the event that (i)
Refrescos declares bankruptcy, is made a party to bankruptcy proceedings or is
placed under judicial administration, (ii) Refrescos is dissolved or
liquidated or its assets are nationalized, expropriated, attached or
intervened, (iii) Refrescos undergoes a change of business or of control, (iv)
Refrescos ceases to be a franchisee of The Coca-Cola Company or (v) there
exists serious non-compliance on the terms of the Kaiser Distribution
Agreement on the part of Refrescos. In addition, Kaiser may terminate the
Kaiser Distribution Agreement three months after delivery of notice that
Refrescos is not complying with any other terms thereof. Refrescos may
terminate the Kaiser Distribution Agreement in the event of material
non-compliance with the terms thereof by Kaiser.

Pet Packaging Business

     Overview and Background

     During 2001, the Company produced Pet packaging through Multipack in
Chile and Cipet in Argentina. Multipack was established in 1991 in cooperation
with The Coca-Cola Company as the sole manufacturer of returnable Pet bottles
for all Coca-Cola bottlers in Chile until its operations were merged into
Envases CMF S.A. in June of 2001. On June 29, 2001, the Company and
Cristalerias de Chile S.A. created a 50/50 joint venture to strengthen their
plastic packaging business through the formation Envases CMF S.A.. In order to
accomplish this joint venture, Crowpla-Recolite purchased assets from
Multipack necessary to further the joint venture. Andina maintains a 50%
interest in the joint venture while Crowpla-Recolite retains the remaining 50%
interest.

     Up until June 2001, Mulipack was the largest producer of Pet containers
in Chile, since then Envases CMF S.A. has become the most important producer
of envases Pet in the national market. Cipet was established in 1987 by the
Coca-Cola Company and Cia. Argentina Belga S.A., and was acquired by the
Company as part of the Coca-Cola Transactions in December 1996. In 2001, Cipet
was one of the largest producers of Pet products in Argentina. In Brazil, the
Company and Continental established Solucao Pet as a 50-50 joint venture with
total capital of US$34.5 million. This joint venture was terminated on March
31, 2000 by mutual agreement of Continental and the Company and the operation
of Solucao Pet were discontinued. See "History--General--PET Joint Venture".

     The Company produces both returnable and non-returnable Pet bottles. The
Coca-Cola Company acquired the exclusive right to use certain Pet technology
from Continental in 1991 and has sub-licensed that technology to certain
Pet-manufacturers that produce Coca-Cola Pet bottles, including Multipack in

                                     -40-
<PAGE>

Chile and Cipet in Argentina. As a returnable packaging material, Pet is
considered superior to glass because it is lightweight, difficult to break,
transparent and easily recyclable. In the markets where it has been
introduced, Pet packaging has almost entirely replaced glass for manufacturing
returnable bottles. On average, returnable Pet bottles can be used up to 12
times. Non-returnable Pet bottles also are produced in various sizes and are
used by a variety of soft drink producers and, in Chile, by producers of
edible oil products.

     Sales

     In 2001, Cipet had net sales of Ch$ 26,340 million with sales to
affiliates representing 43% of such sales. Cipet also sold Pet bottles to
third parties (other Coca-Cola bottlers in Argentina) accounting for
approximately Ch$ 15,037 million or 57% of Cipet's net sales. In 2001,
Multipack had sales through June 30, 2001 of Ch$8,579 million with sales to
affiliates representing 54% of net sales.

     The following table sets forth, for the periods indicated, the Company's
net sales in Chile, Argentina and Brazil of its Pet packaging products to
third parties:


                                     -41-
<PAGE>

             Net Sales of Pet Packaging Products to Third Parties
<TABLE>
<CAPTION>
                                                        Year ended December 31,
                                          ---------------------------------------------------
                                             1999                2000                2001
                                          ----------          -----------         -----------
                                                         (in millions of Ch$)
<S>                                       <C>                 <C>                 <C>
Chile:
Returnable Pet bottles..............      Ch$   4,105         Ch$   2,127         Ch$   1,025
Non-returnable Pet bottles..........            1,132               1,027               1,968
Other Pet products..................            1,226               3,033                 937
                                          -----------         -----------         -----------
   Total(1).........................      Ch$   6,463         Ch$   6,187         Ch$   3,930
                                          ===========         ===========         ===========

Argentina:
Returnable Pet bottles..............      Ch$   2,184         Ch$   1,611         Ch$     679
Non-returnable Pet bottles..........            2,324               1,183                 289
Other Pet products..................           12,909              11,935              14,069
                                          -----------         -----------         -----------
   Total(1).........................      Ch$  17,417         Ch$  14,729         Ch$  15,037
                                          ===========         ===========         ===========

Brazil:
Returnable Pet bottles..............               --                  --                  --
Non-returnable Pet bottles..........               --                  --                  --
Other Pet products..................      Ch$     353                  --                  --
                                          -----------         -----------         -----------
   Total(1).........................      Ch$     353                  --                  --
                                          -----------         -----------         -----------
- ---------------
(1)  Excludes sales to related companies, which are eliminated upon
     consolidation.
</TABLE>


Competition

     The Company is the sole supplier of returnable Pet bottles for Coca-Cola
bottlers in Argentina and Chile and, under terms of Pet contracts with such
bottlers, may produce returnable Pet bottles only for Coca-Cola bottlers. Due
to pre-existing agreements between The Coca-Cola Company and other Coca-Cola
bottlers throughout South America, the Company must obtain the consent and
assistance of The Coca-Cola Company to expand its sales of returnable Pet
bottles.

     In Chile, the Company has two principal competitors in the non-returnable
Pet bottles market: (i) Strong Chemicals Ltda., the principal Chilean
manufacturer of polyvinyl chloride (PVC) plastic bottles for edible oils, and
(ii) Plasco S.A., the exclusive supplier of Pet bottles for Pepsi.

     In Argentina, the Company competes principally with Schmalbac-Lubeca
(formerly Johnson's Control), Alpla S.A. and Alusud S.A. (Alcoa). Cipet is the
exclusive supplier of returnable Pet bottles to all Coca-Cola bottlers in
Argentina. In Brazil, Solucao Pet, which commenced operations in January 1997,
was the exclusive supplier of Pet bottle requirements of Refrescos until March
31, 2000 when its operation, were discontinued. In April 2000, Refrescos has
purchased all its Pet packaging from Braspet, a Brazilian Pet bottle
manufacturer.

     In addition, various bottle manufacturers produce returnable Pet bottles
in Chile and other South American countries for competitors of The Coca-Cola
Company, and numerous manufacturers in various countries produce
non-returnable Pet bottles for beverages and other products.

                                     -42-
<PAGE>

Raw Materials and Supplies

     The principal raw materials used in the production of Coca-Cola Soft
Drinks are concentrate, sweetener, water and carbon dioxide gas. Production
also requires glass and plastic bottles, bottle tops and labels. Each of the
Company's bottlers purchases raw materials from local sources. Water used in
soft drink production is treated for impurities and adjusted for taste
reasons. Water is subjected to continuous quality control.

     Chile

     Andina purchases concentrate at prices established by The Coca-Cola
Company. Andina purchases sugar primarily from Industria Azucarera Nacional
S.A. (the only producer of sugar in Chile) although it may purchase sugar on
the international market when prices are favorable, and it has done so on
occasion. Chilean sugar prices are subject to a price band established by the
Chilean government on an annual basis that has historically been consistent
with international prices. Andina obtains carbon dioxide gas from Liquid
Carbonic de Chile S.A. Andina's affiliate Multipack, produces returnable Pet
bottles and most of the non-returnable Pet bottles used by Andina. Andina
purchases glass bottles principally from Cristalerias de Chile S.A. and bottle
tops and labels from various suppliers.

     In 2001, principal raw materials (including packaging) accounted for
80.3% of the total cost of sales for Andina's Coca-Cola Soft Drinks in Chile.
As a percentage of total costs of raw materials, the cost of concentrate
accounted for 49.0%, sugar and artificial sweeteners for 18.8%, cans for
13.8%, one-way bottles account for 14.5%, bottle tops for 3.4%, and carbon
dioxide gas for 0.5%. Water did not constitute a significant raw material
cost.

     Brazil

     Refrescos purchases concentrate at prices established by The Coca-Cola
Company in the city of Manaus, which has been designated as a duty-free
development zone by the Brazilian government. Refrescos purchases sugar from
Brazilian suppliers, in particular from Copersucar Ltda., Acucareira Bortolo
Carolo S/A, USJ Acucar e Alcool S/A and Nardini Agroindustrial Ltda. Refrescos
purchases carbon dioxide gas from Companhia White Martins Gases S.A. and AGA
S.A. Refrescos purchases bottles from Braspet, Vidraria Rio Minas S.A. and
Cia. Ind. Sao Paulo e Rio (Cisper), plastic bottle caps from Alcoa Aluminio
S.A. and metal bottle caps from various Brazilian suppliers; and Refrescos
purchases water from the municipality of Rio de Janeiro.

     In 2001, principal raw materials (including packaging) accounted for
65.9% of total costs of sales for Refrescos soft drinks. As a percentage of
total Refrescos raw material costs, the cost of concentrate accounted for
approximately 26.0%, bottles for 29.0%, cans for 25.2%, sugar and artificial
sweeteners for 15.9%, bottle tops for 3.2%, and carbon dioxide gas for 0.7%.

     Argentina

     Edasa purchases concentrate at prices established by The Coca-Cola
Company. Edasa purchases sweeteners from Ledesma S.A., Ing. y Refineria San
Martin de Tabacal S.A., and Cia. Azucarera Concepcion S.A., and carbon dioxide
gas from Praxair S.A. and Air Liquide S.A. Edasa purchases non-returnable and
returnable Pet bottles from Cipet, and glass bottles from Cattorini Hermanos,
and bottle caps from Alusud S.A., Revisud S.A. and Crown Cork S.A. Edasa buys
water from Aguas Provincia de Santa Fe in the province of Santa Fe. In the
provinces of Cordoba and Mendoza, Edasa owns water wells

                                     -43-
<PAGE>

and extracts water for soft drink production. Edasa buys water from Aguas
Cordobesas S.A. and the Departamento General de Obras Sanitarias Mendoza, for
other purposes. Edasa also buys strech film from Plastiandino, Sanlufilmand
and Polymers; and cartoon from Zucamor an Cartocor.

     In 2001, principal raw materials accounted for 74.0% of total costs of
sales for Edasa soft drinks. As a percentage of total Edasa raw material
costs, the cost of concentrate accounted for approximately 46.6%, bottles for
21.7%, sugar and artificial sweeteners for 16.7% cans for 11.5%, bottle tops
for 2.9% and carbon dioxide gas for 0.6%.

     Other Beverages

     The principal raw materials used by Vital in the production of juices and
mineral water are sweetener, fruit pulps and juices, flavors and aromas, and
citric acid. Production of carbonated mineral water requires carbon dioxide
gas. In 2001, the cost of raw materials (including packaging) accounted for
81% of the total cost of sales for Vital juices and mineral water. As a
percentage of total Vital raw material costs, the cost of fruit pulp and
juices accounted for 7.1%, sugar and artificial sweeteners for 9.9%, flavors
aromas and citric acid for 40.3%, packing for 33.4%, packaging for 5.1%,
bottle tops for 4.0% and carbon dioxide gas for 0.2%.

     Pet Packaging

     The principal raw material required for production of Pet bottles is Pet
resin imported in the form of pellets from Mexico and Brazil. In 2001, Cipet's
cost of Pet resin accounted for 75% of the total variable cost of its sales of
Pet bottles.

Seasonality

     Each of the Company's lines of business is seasonal. Most of the
Company's beverage products have their highest sales levels in the South
American summer (October through March), with the exception of nectar
products, which have a higher sales volume in the South American winter (April
through September). Prices of packaging materials used in beverage production
are generally correlated to the seasonal cycles of beverages. The Company's
Chilean and Argentine operations experience higher levels of seasonal price
fluctuations than its Brazilian operations. The following table sets forth,
for the year ended December 31, 2001, the Company's quarterly sales by
principal lines of business:

                                     -44-
<PAGE>


                  Seasonality of the Company's Sales in 2001
<TABLE>
<CAPTION>
                                          Soft Drinks                   Other Beverages(1)
                                 ----------------------------      ----------------------------
                                  Production       % of total       Production       % of total
                                 (millions of        annual        (millions of        annual
                                     Ucs)          production          UCs)          production
                                 ------------      ----------      ------------      -----------
<S>                              <C>               <C>             <C>               <C>
Chile:
1st Quarter....................       25.7UCs            26.0%          5.6UCs            29%
2nd Quarter....................       21.0               21.2           4.3               20
3rd Quarter....................       21.4               21.7           4.1               20
4th Quarter....................       30.6               31.1           6.5               31
                                  -----------        --------       ----------        --------
     Total.....................       98.7UCs           100.0%         20.5UCs           100.0%
                                  ===========        ========       ==========        ========

Brazil:
1st Quarter....................       36.8UCs            27.5%          1.2UCs            24.7%
2nd Quarter....................       31.0               23.2           1.0               19.1
3rd Quarter....................       27.1               20.3           1.0               20.7
4th Quarter....................       38.7               29.0           1.8               35.6
                                  -----------        --------       ----------        --------
     Total.....................      133.6UCs           100.0%          5.0UCs           100.0%
                                  ===========        ========       ==========        ========

Argentina:
1st Quarter....................       22.9UCs            29.0%          0.7UCs            24.4%
2nd Quarter....................       16.3               20.6           0.6               19.8
3rd Quarter....................       17.6               22.3           0.7               24.0
4th Quarter....................       22.1               28.1           0.9               31.8
                                  -----------        --------       ----------        --------
     Total.....................       78.9UCs           100.0%          2.9UCs           100.0%
                                  ===========        ========       ==========        ========
- ---------------
(1)  In Chile and Argentina, "Other Beverages" includes fruit juices and
     mineral water. In Brazil, it includes beer and mineral water.
</TABLE>

Regulation

     General

     The Company is subject to the full range of government regulations
generally applicable to companies engaged in business in its franchise
territories, including but not limited to labor, social security, public
health, consumer protection, environmental, sanitation, employee safety,
securities, and anti-trust laws. Currently, there are no material legal or
administrative proceedings pending against the Company with respect to any
regulatory matter in any of its franchise territories except those listed as
such in "Item 8. Financial Information--Legal Proceedings". The Company
believes, to the best of its knowledge, that it is in compliance in all
material respects with applicable statutory and administrative regulations
relating to its business.

     Chile. There are no special licenses or permits required to manufacture
and distribute soft drinks in the Chilean territory. Food and beverage
producers in Chile, however, must obtain authorization from (and their
activities are subject to) supervision by the Chilean Environmental Protection
Services ("Servicio Sanitario Metropolitano del Ambiente, the "Environmental
Protection Authority"), which inspects plants and takes liquid samples for
analysis on a regular basis. The Company's permit from the Environmental
Protection Authority was obtained on January 8, 1992 and is in effect
indefinitely. In addition, production and distribution of mineral water is
subject to special regulation such that mineral water may be drawn only from
sources designated for such purpose by presidential decree. Certification of
compliance with such decree is provided by the National Health Service
("Servicio de Salud

                                     -45-
<PAGE>

Metropolitano del Ambiente" -SESMA-). The Company's mineral water production
facilities have received the required certification.

     Brazil. Labor laws, in addition to mandating employee benefits, include
regulations to ensure sanitary and safe working conditions in the Company's
production facilities located in Brazil. Food and beverage producers in Brazil
must register their products with and receive a ten-year permit from the
Ministry of Agriculture and Provisioning and the Ministry of Health, which
oversees diet products (together, the "Ministry"). The Company's permits from
the Ministry are valid and in force. Although no assurances can be given as to
their renewal, the Company has not experienced any material difficulties in
renewing its permits nor does it expect to experience any difficulties in the
future. The Ministry does not regularly inspect facilities but sends
inspectors to investigate any complaints it receives.

     Argentina. While most laws applicable to Edasa are enforced at the
federal level, some, such as sanitary and environmental regulations, are
primarily enforced by provincial and municipal governments. There are no
licenses or permits required for the manufacture or distribution of Coca-Cola
Soft Drinks in the Argentine territory. However, the Company's production
facilities are subject to registration with federal and provincial authorities
and to supervision by municipal health agencies, which certify compliance with
applicable laws.

     Environmental Matters

     It is the Company's policy to conduct environmentally sound operations on
a basis consistent with applicable laws and with criteria established by The
Coca-Cola Company. Although regulation of matters relating to protection of
the environment is not as well developed in the franchise territories as in
the United States, the Company expects that additional laws and regulations
may be enacted in the future with respect to environmental matters affecting
the Company that may impose additional or restrictions on the Company which
could materially or adversely affect our results of operation in the future.
There are no material legal or administrative proceedings pending against the
Company in any of the franchise territories with respect to environmental
matters, and the Company believes that to the best of its knowledge it is in
compliance in all material respects with all environmental regulations
applicable to the Company.

     Chile. The Chilean government has several regulations governing
environmental matters relating to the Company's operations. For instance, Law
3,133 regulates discharge of residual industrial waste, and the Sanitary Code
contains provisions relating to liquid and solid waste disposal, basic
environmental conditions in the workplace, and the protection of water for
human consumption. On February 23, 1993, the Chilean government published
regulations that updated the provisions of Law 3,133. These regulations place
limits on the disposal of harmful substances which may be hazardous to water
used in irrigation or water for consumption by people or animals without prior
authorization from the Ministry of Public Works and a favorable determination
from the Superintendency of Sanitary Services. The regulations also mandate
governmental approval of any systems to treat or discharge liquid industrial
waste. In December 1996, the Company completed a new liquid industrial waste
treatment plant to comply in advance with Chilean liquid waste emissions
standards, which have been in effect since August 1998.

     Law 19,300, passed in March 1994, addresses general environmental concerns
that may be applicable to the activities of the Company and which, if
applicable, would require the Company to hire

                                     -46-
<PAGE>

independent experts to conduct environmental impact studies or declarations of
any future projects or activities that could be impacted by the regulations of
Law 19,300. Law 19,300 creates the National Commission on the Environment,
which is supported by regional commissions to supervise environmental impact
studies and declarations for all new projects, and to enforce the regulations
of Law 19,300, and grants discretionary power to regulators. There can be no
assurance that future legislative regulatory developments will not impose
further restrictions that would be material to the Company's operations in
Chile.

     In 1997, the municipality of San Joaquin, that is part of the Santiago
Metropolitan region where the Company's Santiago production facilities are
located, presented to the Chilean housing and zoning authorities an
environmental impact study to assess whether certain manufacturing facilities
in the San Joaquin area, including the manufacturing facilities of the
Company, were properly zoned in an area for exclusive industrial use. The
study, carried out with the Company's cooperation, was commissioned as
required by a Santiago zoning act passed in November 1994. Although the
Company believes the relevant authorities will concur with the study's
assessment that the Company's plant is properly zoned, there can be no
assurance that the Chilean authorities will not overrule the study and require
the Company to relocate its production facility to another area of the
Santiago metropolitan region which could adversely impact the Company's
financial results or operations.

     In 2001, the Company made a series of presentations to the municipality
of San Joaquin to renew the permits required for construction of the Company's
facilities in San Joaquin.

     The Company believes to the best of its knowledge that it is in
compliance, in all material respects, with other Chilean environmental
standards.

     Brazil. The Company's Brazilian operations are subject to several
environmental laws, none of which currently impose substantial restrictions on
the Company. The federal constitution established the broad guidelines for the
new treatment afforded environmental concerns, dedicating an entire chapter
(Chapter VI, Article 225) to the protection of the environment, along with
several other articles related to the environmental law and urban law.
Environmental issues are regulated at the federal, state and municipal levels
and the Brazilian constitution empowers the public authorities to develop
regulations designed to preserve and restore the environment and to control
industrial processes that affect human life. Violations of these regulations
are subject to criminal, civil and administrative penalties.

     In addition, Law No. 6,938 of August 31, 1981, known as the Brazilian
Environmental Policy, introduced an entirely different environmental regime.
There is no longer any environmental damage that is exempt from coverage. The
legislation is based on the idea that even a polluting waste tolerated under
the established standards could cause environmental damage, and therefore
subject the party causing such damage to payment of an indemnity. Moreover, as
mentioned above, activities damaging to the environment lead to criminal and
administrative penalties, provided for in Law 9.605, of February 12, 1998
(Environmental Crimes Act).

     Numerous governmental bodies have jurisdiction over environmental
matters. At the federal level, the Ministerio do Meio Ambiente (the
environmental ministry) and the Conselho Nacional do Meio-Ambiente ("CONAMA")
dictate environmental policy, including without limitation initiating
environmental improvement projects, establishing a system of fines and
administrative penalties and reaching agreements on environmental matters with
offending industries. The Instituto Brasileiro do Meio Ambiente e dos Recursos
Naturais Renovaveis ("IBAMA") enforces environmental regulations set

                                     -47-
<PAGE>

by CONAMA. In addition, various federal authorities have jurisdiction over
specific industrial sectors, but none of these currently affect the Company.
Finally, various state and local authorities regulate environmental matters in
the Brazilian territory including the Fundacao Estadual de Engenharia do
Meio-Ambiente ("FEEMA"), the principal environmental authority in Rio de
Janeiro. FEEMA periodically inspects industrial sites and tests liquid waste
for contamination. The Company believes to the best of its knowledge that it
is materially in compliance with the standards established by all the
governmental authorities applicable to its operations. There can be no
assurances, however, that additional regulations will not be enacted in the
future, and that such restrictions would not have a material effect on the
Company's results or operations.

     Argentina. The Argentine Constitution, as amended in 1994, allows any
individual who believes a third party may be damaging the environment to
initiate an action against it. No such action has ever been instituted against
the Company, but no assurances can be given that an action will not be brought
in the future. Though provincial governments have primary regulatory authority
over environmental matters, municipal and federal authorities are also
competent to enact laws on environmental issues. Thus, municipalities are
competent on local environmental matters, such as waste management, while the
federal government regulates interprovincial environmental issues, such as
transport of hazardous waste or environmental matters covered by international
treaties.

     Provincial governments within the Argentine territory have enacted
framework laws concerning preservation of the environment (Law No. 7,343 in
Cordoba, Law No. 5,961 in Mendoza and Law No. 11.717 in Santa Fe). These laws
contain principles on environmental policy and management, as well as rules on
environmental impact assessment. They also give certain agencies competence in
environmental issues.

     Almost all provinces as well as many municipalities have enacted laws
regarding the use of water, the sewage system and the disposal of liquids into
underground flows of water or rivers. There are currently no claims pending
against the Company on this matter. The violation of these laws usually
results in fines.

Capital Expenditures

     The Company's total capital expenditures were Ch$34,831 million in 1999,
Ch$22,251 million in 2000 and Ch$21,550 in 2001 under Chilean GAAP. In 2001,
capital expenditures were principally related to:

o    Investments in bottling machinery and equipment in Chile and Brazil to
     increase production capacity, and

o    Investments required to improve the sugar treatment facilities by
     Refrescos.

o    Investments in software (SAP)

     In 2000 principal capital expenditures included:

o    Investments in bottling machinery and equipment in Chile and Argentina to
     increase production capacity, to improve sales and to bring the Cordoba
     plant online; and

                                     -48-
<PAGE>

o    Investments required to integrate the various production facilities of
     NVG in Jacarepagua and Vitoria with the facilities owned by Refrescos.

     The following table sets forth, under Chilean GAAP, for the years
indicated, the capital expenditures of the Company, excluding strategic
acquisitions, by line of business:


                                     -49-
<PAGE>

                   Capital Expenditures by Line of Business

                                        Year ended December 31,
                               -----------------------------------------
                                  1999           2000            2001
                               ----------     ----------      ----------
                                                   (millions of Ch$)
Soft Drinks:
   Chilean territory.........  Ch$ 12,775     Ch$  8,103      Ch$  9,462
   Brazilian territory.......       4,148          5,246           7,942
   Argentine territory.......      14,010          6,587           2,108

Other Beverages:
   Vital.....................         559            952            864

Pet Packaging:
   Multipack.................       1,557            895           1,086
   Cipet.....................       1,692            468              88
   Solucao Pet(1)............          90             --              --
                                       --             --              --
                               ----------     ----------      ----------
Total........................  Ch$ 34,831     Ch$ 22,251      Ch$ 21,550
                               ==========     ==========      ==========
- ---------------
(1)  This amount is not reflected as a capital expenditure under the
     Consolidated Financial Statements because under Chilean GAAP companies in
     start-up phases are not consolidated.


Property, Plant and Equipment

     The Company maintains production plants in each of the principal
population centers that comprise the franchise territories. In addition, the
Company maintains distribution centers and administrative offices in each of
the franchise territories. The following table sets forth the principal
properties and facilities of the Company in each of the franchise territories,
setting forth in square meters the combined size of offices, plants and
warehouses at each facility:

  Location                 Principal Use                           Size
  --------                 -------------                           ----
                                                                    (m2)
Chile:
Santiago                   Offices; Coca-Cola Soft Drinks
                             production/Warehouse                362,856
Rancagua                   Warehouse/Storage                      24,061
San Antonio                Warehouse/Storage                      19,842
Renca                      Offices; Juice production              40,000
Rengo                      Mineral water production               12,375


Brazil:
Itaoca                     Warehouse                              76,866
Bangu                      Warehouse                              44,614
Jacarepagua                Offices; Coca-Cola Soft Drinks
                             production/Warehouse                195,372
Caxias                     Warehouse                              18,300
Vitoria                    Warehouse; Coca-Cola Soft
                             Drinks production                    93,320
Itambi                     Warehouse                             131,420
Governador Valadares       Warehouse                              20,000
Cabo Frio                  Warehouse                               1,985
Campos                     Warehouse                              24,200

                                     -50-
<PAGE>

  Location                 Principal Use                           Size
  --------                 -------------                           ----
                                                                    (m2)
Argentina:
Mendoza                    Offices; Coca-Cola Soft Drinks
                             production/Warehouse                 41,579
San Juan                   Warehouse; Offices                     48,036
San Luis                   Warehouse; Offices                      6,069
Rosario (Santa Fe)         Offices; Coca-Cola Soft Drinks
                             production/Warehouse                 28,070
Santo Tome (Santa Fe)      Offices; Warehouse                     89,774
Cordoba                    Offices; Coca-Cola Soft Drinks
                             production/Warehouse                923,260

Rio IV                     Warehouse; Offices                      7,482
Buenos Aires               Offices; Pet bottle production         27,043


     The Company's properties are held in fee and are not subject to material
encumbrances.

     Capacity by Line of Business

     Set forth below is certain information concerning the installed capacity
and approximate average utilization of the Company's production facilities, by
line of business.

                       Capacity by Line of Business (1)
<TABLE>
<CAPTION>
                                                                         Year Ended December 31,
                                             ------------------------------------------------------------------------------
                                                              2000                                    2001
                                             --------------------------------------- -------------------------------------
                                             Annual Total    Average      Capacity   Annual Total    Average      Capacity
                                                             Capacity   Utilization                  Capacity   Utilization
                                               Installed   Utilization  During Peak    Installed   Utilization  During Peak
                                               Capacity        (%)       Month (%)     Capacity        (%)       Month (%)
                                             ------------  -----------  ------------  -----------  -----------  -----------
<S>                                           <C>          <C>          <C>           <C>          <C>          <C>
Coca-Cola Soft Drinks (millions of UCs):
   Chile.................................         156            66%          69%         145            61%          83%
   Brazil................................         173            61           70          179            71           88
   Argentina.............................         157            49           67          158            49           51
Other Beverages (millions of UCs)........          58            35           52           58            35           52
Pet packaging (millions of bottles)......         589            55           81          629            55           81

- ---------------
(1)  The Pet packaging figures include Multipack and Cipet. For 2000, figures
     do not include Solucao Pet since its operations were discontinued in March
     2000. For 2001, figures do include Multipack since its operations were
     discontinued in July 2001
</TABLE>

     Total installed capacity assumes production of the mix of products and
containers produced in 2001. In 2001, the Company continued to modernize and
renovate its manufacturing facilities in order to maximize efficiency and
productivity. At present, the Company estimates it has sufficient capacity in
each of the franchise territories to meet consumer demand for each product
format. Because bottling is a seasonal business with significantly higher
demand during the South American summer and because soft drinks are
perishable, it is necessary for bottlers to carry significant over-capacity in
order to meet the substantially greater seasonal demand. The Company maintains
quality control laboratories at each production facility where raw materials
are tested and soft drink samples are analyzed.

     Chilean territory. As of December 31, 2001, the Company owned one
production facility with eight production lines for Coca-Cola Soft Drinks at
its facility in the San Joaquin district of Santiago with total installed
annual capacity of 145 million UCs. For juices and mineral water, the Company

                                     -51-
<PAGE>

owned one production facility in the Renca district of Santiago, where Vital
operates four fruit juice production lines and nine Kapo production lines. The
Company owned another production facility in Rengo, where Vital operates four
additional production lines dedicated to production of mineral water. At
December 31, 2001, the Company owned three distribution centers in the Chilean
territory.

     Brazilian territory. In March 2000, Andina agreed to acquire NVG, which
owned three production facilities (Niteroi, Itambi, and Vitoria) in addition
to a 25% stake in Centralli, a manufacturing facility with one Pet bottle
production line and a production line for aluminum cans. Two plants in
Niteroi and Itambi were closed in March 2000 to optimize production at the
Jacarepagua facility. However, the facility in Vitoria remains in operation,
and in August 2000, production was expanded by adding a line for producing Pet
2.0 bottles.

     By November, 2000, the Jacarepagua facilities were expanded by adding a
production line for Pet 2.0 bottles, which was transferred from Itambi. In
total, Andina's industrial plant structure includes seven production lines in
Jacarepagua and two in Vitoria.

     Argentine territory. In the Argentine territory, as of December 31, 2001,
the Company had ten production lines and three production facilities with
total installed annual capacity of 158 million Ucs of Coca-Cola Soft Drinks.
At December 31, 2000, the Company owned ten distribution centers in the
Argentine territory, including the production facilities at Cordoba, Rosario
and Mendoza.

Item 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Basis of Presentation

     The following discussion should be read in conjunction with and is
qualified in its entirety by the Consolidated Financial Statements, including
the Notes thereto. The Company prepares its financial statements in accordance
with Chilean GAAP, which differs in certain important respects from U.S. GAAP.
Note 25 of the Notes to the Consolidated Financial Statements provides a
description of the principal differences between Chilean GAAP and U.S. GAAP as
they relate to the Company and a reconciliation to U.S. GAAP of net income and
total shareholders' equity.

     Chilean GAAP requires that financial statements recognize the effects of
inflation. Accordingly, all financial information regarding the Company,
unless otherwise indicated, has been restated to eliminate the distorting
effects of changes in the purchasing power of the Chilean peso on non-monetary
assets and liabilities and shareholders' equity, such that all such
information is presented in comparable monetary terms. The general price-level
gain or loss reflected in the income statement indicates the effect of
inflation on the Company's net holdings of monetary assets and liabilities
during a period of inflation. Assets and liabilities are considered "monetary"
for purposes of general price-level accounting if their amounts are fixed by
contract or otherwise in terms of number of currency units, regardless of
changes in specific prices or in the general price level. Examples of
"monetary" assets and liabilities include accounts receivable, accounts
payable and cash.

     Income reported on a U.S. GAAP basis differs from that reported in
accordance with Chilean GAAP principally due to basis differences in property,
plant and equipment, accounting for deferred income taxes, acquisition through
the issuance of shares, difference in accounting for investments in related
companies and different goodwill amounts, and difference in accounting
translation adjustment of foreign investments, difference in joint venture
accounting, and differences in amortization periods

                                     -52-
<PAGE>

for goodwill. The effect of inflation accounting under Chilean GAAP has not
been reversed in the reconciliation to U.S. GAAP. See Note 25 of the Notes to
the Consolidated Financial Statements.

Factors Affecting Comparability

     In March 2000, the Company, through its subsidiary, Refrescos, purchased
from the Coffin Group a Coca-Cola franchise license for a territory in Brazil
comprising the State of Espirito Santo and part of the States of Rio de
Janeiro and Minas Gerais (Nitvitgov Refrigerantes S.A., hereinafter, "NVG"),
for US$74.5 million. This territory was serviced by the Coffin Group through
Perma Industria de Bebidas S.A. ("Perma"). The operations of NVG and Refrescos
were integrated into Refrescos.

     In July 2001, as a result of the joint venture with Cristalerias forming
Envases CMF S.A., the Company deconsolidated the results of Multipack and only
recognizes the results of Multipack in its financial statements in the section
"Investments in Related Companies".

     Effective January 1, 2000, the Company began applying Technical Bulletin
No. 60 of the Chilean Institute of Accounts concerning deferred income taxes,
which requires the recognition of deferred income taxes for all temporary
differences, whether recurring or not, using an asset and liability approach.
This change resulted in a net credit to income of Ch$ 3,686 million during the
year ended December 31, 2000. The cumulative effect of this accounting change
for years prior to 2000 resulted in the recognition of a net deferred tax
asset and an offsetting liability of Ch$ 1,788 million at January 1, 2000. The
liability and the asset are being offset over the projected period of reversal
of the temporary differences without affecting net income. However, there will
be an effect on future results arising from the recognition of the reversal of
the temporary differences in the current income tax provisions for such
periods.

Critical Accounting Policies

Discussion of Critical Accounting Policies

     In the ordinary course of business, the Company has made a number of
estimates and assumptions relating to the reporting of results of operations
and its financial position in the preparation of its financial statements in
conformity with accounting principles generally accepted in Chile and the
United States of America (with respect to the reconciliation of net income and
shareholders' equity and additional disclosures required by US GAAP). There
can be no assurances that actual results will not differ from those estimates.
The Company believes, to the best of its knowledge, that the following
discussion addresses the Company's most critical accounting policies, which
are those that are most important to the portrayal of the Company's financial
condition and results of operations and require management's most difficult,
subjective and complex judgments, often as a result of the need to make
estimates and assumptions about the effect of matters that are inherently
uncertain. For a more detailed discussion of accounting policies significant
to the Company's operations, please see Note 1 to the Company's Consolidated
Financial Statements.

Allowance for Doubtful Accounts

     The Company evaluates the collectibility of its trade accounts receivable
based on a number of factors. In circumstances where we are aware of a
specific customer's inability to meet its financial obligations to the
Company, a specific reserve for bad debts is estimated and recorded which
reduces the recognized receivable to the estimated amount the Company believes
will ultimately be collected. In

                                     -53-
<PAGE>

addition to specific identification of potential bad customer debts, bad debt
charges are recorded based on, among other factors, the Company's recent past
loss history and an overall assessment of past due trade accounts receivable
amounts outstanding. Our accounts receivable balance was CH$57,949 million,
net of allowances for doubtful accounts of Ch$3,352 million as of December 31,
2001.

Property, Plant and Equipment

     Property, plant and equipment (excluding the technical reappraisal that
occurred in 1979 that was eliminated in the reconciliation to US GAAP) is
recorded at cost plus price-level restatements and is depreciated on a
straight-line basis over the estimated useful lives of such assets. Changes in
circumstances such as technological advances, changes to the Company's
business model or changes in the Company's capital strategy could result in
the actual useful lives differing from the Company's estimates. In those cases
where the Company determines that the useful life of property, plant and
equipment should be shortened, the Company would depreciate the net book value
in excess of the estimated salvage value over its revised remaining useful
life. Factors such as changes in the planned use of manufacturing equipment,
vending equipment, transportation equipment or software could result in
shortened useful lives. Long-lived assets are reviewed by the Company for
impairment whenever events or changes in circumstances indicate that the
carrying amount of any such asset may not be recoverable. The estimate of
future cash flow is based upon, among other things, certain assumptions about
expected future operating performance. The Company's estimates of undiscounted
cash flows may differ from actual cash flows due to, among other things,
technological changes, economic conditions, changes to its business model or
changes in its operating performance. If the sum of the projected undiscounted
cash flows (excluding interest) is less than the carrying value of the asset,
the asset will be written down to its estimated fair value.

Goodwill and Other Intangible Assets

     Goodwill and other intangible assets are stated on the basis of cost plus
price-level restatements and are amortized, principally on a straight-line
basis, over the estimated future periods benefited (not exceeding 20 years).
Intangible assets consist primarily of bottling and distribution rights in
specific territories. Goodwill and other intangible assets are periodically
reviewed for impairment whenever events or changes occur that indicate the
carrying value of the business or assets to which they relate may not be
recoverable. When such events or changes occur, management estimates the
future cash flows expected to result from the use and, if applicable, the
eventual disposition of the assets and related goodwill. The key variables
which management must estimate include sales volume, prices, marketing
spending and other economic factors. Significant management judgment is
involved in estimating these variables, and they include inherent
uncertainties; however, the assumptions used are consistent with our internal
planning. Therefore, management periodically evaluates and updates the
estimates based on the conditions that influence these variables. If such
assets are considered impaired, they are written down to fair value as
appropriate. In 2002, the Company will adopt the provisions of SFAS No. 142
for the purposes of US GAAP reporting. The Company anticipates the adoption of
SFAS No. 142 will reduce amortization expenses in 2002. During 2002, the
Company will perform the first of the annual impairment tests of its goodwill
and intangible assets with indefinite useful lives. The Company has not yet
performed a preliminary impairment test of its goodwill and intangible assets
with indefinite useful lives and, accordingly, cannot currently estimate the
impact of the adoption of this standard on the US GAAP results of operations
and financial condition of the Company in 2002.

                                     -54-
<PAGE>

Deferred Tax Assets

     The Company records a valuation allowance to reduce the carrying value of
its deferred tax assets to an amount that is more likely than not to be
realized. While the Company has considered future taxable income and prudent
and feasible tax planning strategies in assessing the need for the valuation
allowance, should the Company determine that it would not be able to realize
all or part of its net deferred tax assets in the future, an adjustment to the
carrying value of the deferred tax assets would be charged to income in the
period in which such determination was made.

Liability for deposits for bottles and cases

     The Company has a liability for deposits it receives for bottles and
cases that it provides to its customers and distributors. The liability
represents the deposit value that the Company may be required to remit upon
receipt of the bottles and cases, in good condition, along with the original
invoice. The liability is not subjected to price level restatements as per
current agreements with customers and distributors. The Company estimates the
liability based on an annual inventory of bottles sold to customers and
distributors, estimates of bottles in circulation and a weighted average
historical deposit value per bottle or case. Additionally, because the amount
of bottles and cases has generally increased over time the liability is
presented as a long-term liability. Significant management judgment is
involved in estimating the number of bottles in circulation, the deposit value
that could be subject to redemption and the timing of disbursements related to
this liability.

Differences of Operating Conditions

     Important differences exist on a macroeconomic level and in operating
conditions in the Company's franchise territories, which have an adverse
effect on the Company's operating margins.

     Pricing Environments. The prices of the Company's soft drinks are
significantly higher in the Chilean and Argentine territories than in the
Brazilian territory, where the competitive environment is affected by the
aggressive pricing practices of several large breweries and the effects of the
devaluation of the real.

     Moreover, the Brazilian market's preference for non-returnable formats
that generally have a higher cost of sales than returnable formats (assuming a
return of the container) which results in lower gross margins.

     Until 1998, Argentina had the highest prices in the Company's franchise
territories, but the end of increased price competition by local producers
reduced average prices in Argentina. In Chile, a well-developed consumer
preference for Coca-Cola Soft Drinks and the Company's established
distribution network and market presence permitted the Company to defend
against the recent entry of similar local soft drink producers but, the
Company's pricing policy seeks to maximize profitability while protecting
market share.

     Distribution. The Company's distribution structure in Chile is mature and
efficient, with a high percentage of direct sales and delivery to customers,
which allows the Company to better manage prices, inventories and
merchandising. In Argentina and Brazil, the Company acquired franchises with
substantially different distribution structures. In Argentina, wholesalers
have historically played an important role in distribution, which has led to
higher costs and less control over pricing, inventory management and
commercial variables.

                                     -55-
<PAGE>

Summary of Operations

     The Company engages primarily in the production and distribution of
Coca-Cola Soft Drinks in Chile, Brazil and Argentina. In Chile, the Company
also produces and distributes fruit juices, other fruit flavored beverages and
mineral water. In Brazil, the Company distributes beer and mineral water. In
addition, the Company produces Pet bottles primarily for its own use and for
sale to other Coca-Cola bottlers in Chile and Argentina.

     The following table sets forth, for the periods indicated, the net sales
and operating income for the Company's operations in Chile, Brazil and
Argentina, respectively, expressed in each case in millions of Chilean pesos
and as a percentage of the Company's consolidated net sales or operating
income, as the case may be:

<TABLE>
<CAPTION>
                                                                   Year ended December 31,
                                   ---------------------------------------------------------------------------------------
                                               1999                          2000                          2001
                                   ---------------------------    -------------------------    ---------------------------
                                                                      (millions of Ch$)
<S>                                <C>              <C>           <C>              <C>          <C>              <C>
Net sales:
Chile..........................    Ch$ 195,193         46.9%      Ch$ 193,638         42.2%     Ch$ 190,453         39.5%
Brazil.........................         76,216         18.3           129,511         28.3          140,809         29.2
Argentina......................        145,052         34.9           135,481         29.5          150,715         31.3
Intercountry eliminations......           (398)        (0.1)             (181)        (0.0)             (50)        (0.0)
                                   -----------      -------       -----------      -------      -----------      -------
   Total.......................    Ch$ 416,063        100.0%      Ch$ 458,449        100.0%     Ch$ 481,927        100.0%
                                   ===========      =======       ===========      =======      ===========      =======

Operating income:
Chile..........................    Ch$  39,403         98.9%      Ch$  43,035         76.1%     Ch$  39,296         70.4%
Brazil.........................         (1,556)        (3.9)            5,588          9.9            5,369          9.6
Argentina......................          2,010          5.0             7,918         14.0           11,161         20.0
                                   -----------      -------       -----------      -------      -----------      -------
   Total.......................    Ch$  39,857        100.0%      Ch$  56,541        100.0%     Ch$  55,826        100.0%
                                   ===========      =======       ===========      =======      ===========      =======
</TABLE>

                                     -56-
<PAGE>

     The following table sets forth, for the periods indicated, the net sales
and operating income contributed by each of the Company's business segments,
expressed in each case in millions of Chilean pesos and as a percentage of
consolidated net sales or operating income, as the case may be:

<TABLE>
<CAPTION>
                                                                   Year ended December 31,
                                   -------------------------------------------------------------------------------------
                                              1999                           2000                          2001
                                   --------------------------    -----------------------       -------------------------
                                                                      (millions of Ch$)
<S>                                <C>              <C>          <C>            <C>             <C>            <C>
Net sales:
Soft drinks...................     Ch$ 350,667       84.3%       Ch$ 400,939       87.5%        Ch$ 419,089       87.0%
Other beverages(1)............          41,162        9.9             36,792        8.0              43,922        9.1
Packaging.....................          24,234        5.8             20,718        4.5              18,916        3.9
Total.........................     Ch$ 416,063        0.0%       Ch$ 458,449      100.0%        Ch$ 481,927      100.0%
                                   ===========      =====        ===========      =====         ===========      =====

Operating income:
Soft drinks...................     Ch$  31,525         .1%       Ch$  50,949       90.1%        Ch$  48,995       87.8%
Other beverages(1)............           6,349         .9              6,042       10.7               6,444       11.5
Packaging.....................           2,101        5.3                492        0.9                 474        0.8
Eliminations and others(2)....            (118)      (0.3)              (942)      (1.7)                (87)      (0.1)
                                   -----------      -----        -----------      -----         -----------      -----
Total.........................     Ch$  39,857      100.0%       Ch$  56,541      100.0%        Ch$  55,826      100.0%
                                   ===========      =====        ===========      =====         ===========      =====
- ---------------
(1)  Other beverages includes, in Chile, juices and mineral water; in Brazil,
     beer, juices and mineral water; and in Argentina, juices and mineral
     water
(2)  Eliminations represent intercompany sales and unrealized profits.
</TABLE>

     The following table sets forth, for the periods indicated, certain
information derived from the income statement of the Company:

<TABLE>
<CAPTION>
                                                                   Year ended December 31,
                                   --------------------------------------------------------------------------------------
                                              1999                           2000                          2001
                                   -------------------------     --------------------------    --------------------------
                                                                      (millions of Ch$)
<S>                                <C>              <C>          <C>              <C>           <C>              <C>
Net sales.....................     Ch$ 416,063       100.0%      Ch$ 458,449        100.0%      Ch$ 481,927        100.0%
Cost of sales.................        (259,214)      (62.3)         (277,684)       (60.6)         (301,614)       (62.6)
                                   -----------      ------       -----------      -------       -----------      -------
Gross profit..................         156,849        37.7           180,765         39.4           180,314         37.4
Selling and administrative
   expenses...................        (116,992)       28.1          (124,224)        27.1          (124,488)        25.8
                                   -----------      ------       -----------      -------       -----------      -------
Operating income..............          39,857         9.6            56,541         12.3            55,826         11.6
Non-operating income (expenses),
   net........................          (5,071)       (1.2)           22,119         (4.8)          (15,527)        (3.2)
Income taxes, minority interest
   (net)......................          (5,431)       (1.3)            1,944         (1.8)           (7,232)        (1.5)
                                   -----------      ------       -----------      -------       -----------      -------
Net income....................     Ch$  29,355         7.1%      Ch$  32,478          7.1%      Ch$  33,067          6.9%
                                   ===========      ======       ===========      =======       ===========      =======
</TABLE>


Results of Operations for the Years Ended December 31, 2000 and 2001

<TABLE>
<CAPTION>
                              Chile                      Brazil                   Argentina                  Total(1)
                     ------------------------   ------------------------   -----------------------   -------------------------
                        2000          2001         2000         2001          2000         2001         2000          2001
                        ----          ----         ----         ----          ----         ----         ----          ----
                                                                (millions of Ch$)
<S>                  <C>           <C>          <C>          <C>           <C>          <C>          <C>           <C>
Revenues:
Net sales........    Ch$193,638    Ch$190,453   Ch$129,512   Ch$140,809    Ch$135,481   Ch$150,715   Ch$458,449    Ch$481,927
Cost sales.......      (109,188)     (108,148)     (81,236)     (97,000)      (87,441)     (96,515)    (277,683)     (301,614)
Gross profit.....        84,450        82,305       48,276       43,809        48,040       54,200      180,766       180,313
Administrative and
   selling expenses     (41,415)      (43,009)     (42,688)     (38,440)      (40,122)     (43,039)    (124,225)     (124,487)
                     ----------    ----------   ----------   ----------    ----------   ----------   ----------    ----------
Operating income.    Ch$ 43,035    Ch$ 39,296   Ch$  5,588   Ch$  5,369    Ch$  7,918   Ch$ 11,161   Ch$ 56,541    Ch$ 55,826
                     ==========    ==========   ==========   ==========    ==========   ==========   ==========    ==========

- ---------------
(1)  The total does not equal the sum of all the franchise territories due to
     intercountry eliminations.
</TABLE>

                                     -57-
<PAGE>

     Net Sales

     The Company's net sales in 2001 were Ch$ 481,927 million, representing a
5.0% increase compared to 2000. This increase was principally a result of the
additional revenue generated from the NVG business acquired in Brazil in March
2000 and increased net sales in Argentina. The Company's sales volume
increased 9.4% from its 2000 sales volume. Net sales of Coca-Cola Soft Drinks
increased 4.5% during 2001, sales of juices and bottled water increased 23.7%
and sales of Pet packaging decreased 8.7%.

     In Chile, net sales were Ch$ 190,453 million in 2001, representing a 1.8%
decrease from 2000. Net sales of Coca-Cola Soft Drinks in Chile in 2001 were
Ch$ 153,201 million, representing a 2.8% decrease compared to 2000. This
decrease was attributable primarily to a 1.3% increase in nominal sales
prices, which was below inflation of 3.1%, which offset the increase in sales
volume of 1.1%. Despite a decline in estimated market share, from 69.2% to
67.6%, the Company was able to increase sales volumes by one million UCs.

     Of the one million UCs net increase in sales volume of Coca-Cola Soft
Drinks in 2001, the Company believes that 3.3 million UCs were due to an
increase in sales volume attributable to an overall increase in demand for
soft drinks, which was partially offset by a decrease of 2.3 million UCs that
resulted from a decline in Andina's estimated market share for soft drinks in
the Chilean territory, from 69.2% to 67.6%.

     The Company's net sales to third parties of fruit juices and mineral
water in Chile were Ch$33,323 million in 2001, representing an 11.7% increase
compared to 2000. This increase in net sales resulted from a 0.4% increase in
sales volume to 20.5 million UCs, as a result of an 8.1% increase in water
sales volumes, but which was offset by a 4.4% decline in volume of juice
sales, as a result of a decrease in Andina's market share for juices in the
Chilean territory from 44% to 39%.

     Net sales of Pet packaging to third parties in Chile were Ch$ 3,930
million in 2001 compared to Ch$ 6,187 million in 2000, while sales of Pet
packaging to affiliates was Ch$ 4,649 million in 2001 compared to Ch$ 10,602
million in 2000. In July of 2001, the Company, through its Chilean packaging
subsidiary, Multipack, entered into a joint venture, with Cristalerias S.A.,
and as of that date Packaging operations in Chile are no longer consolidated
(See "Item 4. Information on the Company--History"), which principally
explains the decrease in net sales of Pet packaging accounted for during 2001.

     In Brazil, the Company's net sales in 2001 were Ch$ 140,809 million,
representing an 8.7% increase compared to 2000. This increase is principally a
result of the additional revenues generated from the NVG franchise territories
acquired in March 2000 and from an increase in sales volume for the existing
territories of 1.6%. Net sales of Coca-Cola Soft Drinks in Brazil were
Ch$132,150 million, representing a 7.8% increase compared to 2000. Sales
volume of Coca-Cola Soft Drinks increased 16.7% from 114.5 million UCs in 2000
to 133.6 million UCs in 2001. Of the 19.1 million UCs increase in sales volume
of Coca-Cola Soft Drinks, 17.8 million UCs are attributable to the additional
sales from the acquired NVG territory and 1.3 million UCs are attributable to
sales growth in the existing territories. This latter increase resulted
principally from an estimated increase of 1% in Refrescos' market share for
Coca-Cola Soft Drinks in the existing Brazilian territories. Average sales
prices of soft drinks, expressed in reals, increased 5.3%, which resulted
principally from an improved economic environment in Brazil.

                                     -58-
<PAGE>

     The Company's beer, juice and mineral water operations in Brazil
generated net sales in 2001 of Ch$ 8,659 million, representing a 24.3%
increase compared to 2000. Beer prices in reals decreased 2.4% in 2001 over
2000. During 2001, Refrescos sold 5.0 million UCs of beer, juice and mineral
water, which represents an increase of 61.2% compared to 2000. Of the 1.9
million UCs increase in volume, 1.3 million UCs are attributable to growth in
water sales as a result of the launching of Bonaqua brand water during 2001,
and 0.4 million UCs are attributable to juice products which were launched
during 2001.

     In Argentina, the Company's net sales in 2001 were Ch$ 150,715 million,
representing a 11.2% increase compared to 2000. Net sales of Coca-Cola Soft
Drinks were Ch$ 133,738 million in 2001, representing a 10.8% increase compared
to Ch$ 120,752 million in 2000. This increase is principally explained by a
9.6% increase in soft drink volume sales to 78.9 million UCs, partially offset
by a 7.9% decrease in soft drink prices in Argentine pesos.

     Net sales of Pet containers in Argentina were Ch$26,340 million in 2001
and Ch$ 24,644 million in 2000, representing a 6.9% increase compared to 2000.
Volume sales of Pet containers in 2001 was 22.2 million bottles, representing
a decrease of 61.0% and 469.6 million performs, representing an increase of
15.1% compared to sales volume in 2000.

     Cost of Sales

     Cost of sales were Ch$ 301,614 million in 2001, representing 62.6% of net
sales, compared to Ch$ 277,683 million, or 60.6% of net sales in 2000. The
increase as a percentage of net sales in 2001 was attributable mainly to
higher US dollar linked costs, resulting from currency devaluations in of the
Brazilian reals by 26.8% and the Chilean peso by 16.8% on average.

     For the Company's Chilean operations, cost of sales represented 56.8% of
net sales in 2001, compared to 56.4% of net sales in 2000. For the Company's
Brazilian operations, cost of sales represented 68.9% of net sales in 2001,
compared to 62.7 % in 2000. For the Argentine operations, cost of sales
represented 64.0% of net sales in 2001, compared to 64.5% in 2000.

     The increase in cost of sales as a percentage of net sales in Chile was
primarily attributable to lower revenues, as a result of weak soft drink
prices, together with higher US dollar linked costs. In Brazil, the increase
in cost of sales as a percentage of net sales was primarily attributable to
increased US dollar linked costs. The decrease in cost of sales as a
percentage of net sales in Argentina was principally attributable to increased
revenues together with the lower cost of certain raw materials.

     Gross Profit

     Gross profit in 2001 decreased slightly by 0.5% to Ch$ 180,313 million,
or 37.4% of net sales, compared to Ch$ 180,766 million, or 39.4% of net sales,
in 2000. The decrease in gross profit as a percentage of net sales was
attributable principally to lower margins in the Brazilian operation.

     Administrative and Selling Expenses

     Administrative and selling expenses (SG&A) increased slightly by 0.2% to
Ch$ 124,487 million in 2001 (25.8% of net sales) compared to Ch$ 124,225
million (27.1% of net sales in 2000.) As a percentage of net sales the
Company's Chilean operations had SG&A expenses of 22.6% in 2001, compared to
21.4% in 2000; the Brazilian operations had SG&A expenses of 27.3% in 2001
compared

                                     -59-
<PAGE>

to 33.0% in 2000; and the Argentine operations had SG&A expenses of 28.6% in
2001 compared to 29.6 % in 2000.

     In Chile, SG&A expenses as a percentage of net sales increased
principally due to increased depreciation and freight costs. In Brazil, SG&A
expenses as a percentage of net sales decreased 10.0%, principally as a result
of the higher net sales, resulting from the additional volumes of the NVG
operation, explained previously, together with a lower proportionate increase
in SG&A expenses associated with these additional volumes. In Argentina,
although SG&A expenses increased 7.3%, SG&A expenses as a percentage of sales
decreased principally due to higher revenues, d.

     Operating Income

     Operating income decreased 1.3% in 2001 to Ch$ 55,826 million in 2001, or
11.6% of net sales, compared to Ch$ 56,541 million, or 12.3 % of net sales in
2000.

     Non-operating Income (Expense), Net

     The following table sets forth, for the periods indicated, the items of
non-operating income (expense), net:

<TABLE>
<CAPTION>
                                                               Year ended December 31,
                                                        --------------------------------------
                                                             2000                   2001
                                                        ----------------       ---------------
                                                                  (millions of Ch$)
<S>                                                     <C>                    <C>
Financial income                                        Ch$     24,891         Ch$     32,478
Share of income (loss) from affiliated companies                (1,320)                (1,366)
Other non-operating income                                       2,682                 30,134
Amortization of goodwill                                        (6,301)               (10,713)
Financial expenses                                             (20,773)               (33,188)
Other non-operating expenses                                   (17,831)               (26,153)
Price-level restatement                                         (3,467)                (6,718)
                                                        --------------         --------------
Non-operating income (expense), net                     Ch$    (22,119)        Ch$    (15,527)
                                                        ==============         ==============
</TABLE>

     Non-operating income (expense), net was an expense of Ch$15,527 million
in 2001, compared to an expense of Ch$ 22,119 million in 2000 representing a
29.8% change from 2000. The lower non-operating expense in 2001 resulted
principally from increased non-operating income related to the capital
reduction realized in the Argentine operations and which generated a non-cash
extraordinary gain (in accordance with Technical Bulletin No. 64 of the
Chilean Institute of Accounts; the gain generated by the joint-venture of
Multipack and Cristalerias See "Item 4. Information on the
Company--History"); together with lower charges related to the restructuring
that took place in the Brazilian and Argentine operations. This increase was
partially offset by increased goodwill amortization expenses relating to NVG
as well as the complete amortization of the packaging operations, increased
price level restatement charges resulting from the effect of the devaluation
of the Chilean peso over US dollar denominated balance sheet items, and by
increased net financial expense which includes a gain of Ch$3,112 million from
the tender offer effected in July of 2001, but which was lower than the one
time gains recorded on debt repurchases realized the previous year, and thus
net financial expense, excluding one-time items decreased to Ch$1,298 million
from Ch$1,633 million as a result of lower interest on debt restructured
during the year.

                                     -60-
<PAGE>

     Income Taxes

     Income taxes in 2001 increased 285.1% to Ch$7,211 million compared to Ch$
1,872 million in 2000. The Company's effective consolidated tax rate for 2001
was 17.9% compared to 5.4 % in 2000, and is principally explained by the
following analysis. In accordance with Chilean law, Andina and each of its
subsidiaries computes and pays taxes on a separate, unconsolidated basis. The
corporate income tax rate in Chile is 15% of income before taxes, and in
Brazil and Argentina it is 35% and 37%, respectively, of income before taxes.
The increase in the Company's effective consolidated tax rate resulted from
higher taxable earnings as well as tax relating to the Multipack transaction
(See "Item 4. Information on the Company--History") which generated a charge
of Ch$ 2,388 million.

     Net Income

     Net income in 2001 was Ch$33,067 million, representing a 1.8% increase
compared to 2000.

Results of Operations for the Years Ended December 31, 1999 and 2000

<TABLE>
<CAPTION>
                              Chile                      Brazil                   Argentina                  Total(1)
                     ------------------------   ------------------------   -----------------------   -------------------------
                        1999          2000         1999         2000          1999         2000         1999          2000
                        ----          ----         ----         ----          ----         ----         ----          ----
                                                                (millions of Ch$)
<S>                  <C>           <C>          <C>          <C>           <C>          <C>          <C>           <C>
Revenues:
Net sales........    Ch$195,193    Ch$193,638   Ch$ 76,215   Ch$129,512    Ch$145,052   Ch$135,481   Ch$416,063    Ch$458,449
Cost sales.......      (113,462)     (109,188)     (48,433)     (81,236)      (97,716)     (87,441)    (259,214)     (277,683)
Gross profit.....        81,731        84,450       27,782       48,276        47,336       48,040      156,849       180,766
Administrative and
   selling expenses     (42,328)      (41,415)     (29,338)     (42,688)      (45,326)     (40,122)    (116,992)     (124,225)
                     -----------   ----------   -----------  ----------    ----------   ----------   ----------    ----------
Operating income.    Ch$ 39,403    Ch$ 43,035   Ch$ (1,556)  Ch$  5,588    Ch$  2,010   Ch$  7,918   Ch$ 39,857    Ch$ 56,541
                     ==========    ==========   ===========  ==========    ==========   ==========   ==========    ==========

- ---------------
(1)  The total does not equal the sum of all the franchise territories due to
     intercountry eliminations.
</TABLE>

     Net Sales

     The Company's net sales in 2000 were Ch$458,449 million, representing a
10.2% increase compared to 1999. This increase was principally a result of the
additional revenue generated from the NVG business acquired in Brazil in March
2000. The increase in net revenue was partially offset by lower net sales in
Chile and Argentina. The Company's sales volume increased 15.6% from its 1999
sales volume. Net sales of Coca-Cola Soft Drinks increased 14.3% during 2000,
sales of juices and mineral water decreased 20.6% and sales of Pet packaging
decreased 14.5%.

     In Chile, net sales were Ch$193,638 million in 2000, representing a 0.8%
decrease from 1999. Net sales of Coca-Cola Soft Drinks in Chile in 2000 were
Ch$157,628 million, representing a 4.5% increase compared to 1999. This
increase was attributable primarily to an increase in sales volume of 4.3% and
a 0.2% increase in real sales prices (nominal price deflated by the consumer
price index in Chile). Of the 4.0 million UCs net increase in sales volume of
Coca-Cola Soft Drinks in 2000, the Company believes that 6.1 million UCs were
due to an increase in sales volume attributable to an overall increase in
demand for soft drinks, which was partially offset by a decrease of 2.1
million UCs that resulted from a slight decline in Andina's estimated market
share for soft drinks in the Chilean territory, from 71.0% to 69.5%.

     The Company's net sales to third parties of fruit juices and mineral
water in Chile were Ch$29,824 million in 2000, representing a 20.6% decrease
compared to 1999. This decrease in net sales resulted from a 9.4% decrease in
sales volume to 20.4 million UCs, which was primarily due to a 20.7%

                                     -61-
<PAGE>

decline in volume of juice sales, as a result of a decrease in Andina's market
share for juices and mineral water in the Chilean territory from 53% to 44%.

     Net sales of Pet packaging to third parties in Chile were Ch$6,187
million in 2000 compared to Ch$6,463 million in 1999, while sales of Pet
packaging to affiliates were Ch$10,602 million in 2000 compared to Ch$10,489
million in 1999. Volume sales of Pet bottles to third parties decreased 15.0%,
with a 7.1% decrease in non-returnable Pet bottles and a 37.8% decrease in
returnable Pet bottles.

     In Brazil, the Company's net sales in 2000 were Ch$129,511 million,
representing a 69.9% increase compared to 1999. This increase is principally a
result of the additional revenues generated from the NVG franchise territories
acquired in March 2000 and, to a lesser extent, from an increase in sales
volume for the existing territories of 7.9%. Net sales of Coca-Cola Soft
Drinks in Brazil were Ch$122,559 million, representing a 69.6% increase
compared to 1999. Sales volume of Coca-Cola Soft Drinks increased 55.6% from
73.6 million UCs in 1999 to 114.5 million UCs in 2000. Of the 40.9 million UCs
increase in sales volume of Coca-Cola Soft Drinks, 35.2 million UCs are
attributable to the sales from the acquired NVG territory and 5.7 million UCs
are attributable to sales growth of the existing territories. This latter
increase resulted principally from a 4.1% increase in Refrescos' estimated
market share for Coca-Cola Soft Drinks in the existing Brazilian territories.
Average sales prices of soft drinks, expressed in reals, increased 5.0%, which
resulted principally from an improved economic environment in Brazil.

     The Company's beer and mineral water operations in Brazil generated net
sales in 2000 of Ch$6,969 million, representing a 94.0% decrease compared to
1999. Beer prices in reals decreased 7.6% in 2000 over 1999. During 2000,
Refrescos sold 3.1 million UCs of beer and mineral water, which represents an
increase of 103.1% compared to 1999. Of the 1.6 million UCs increase in
volume, 1.4 million UCs are attributable to sales from the acquired NVG
territory, and 0.2 million UCs are attributable to sales growth within the
existing territories.

     In Argentina, the Company's net sales in 2000 were Ch$135,482 million,
representing a 6.6% decrease compared to 1999. Net sales of Coca-Cola soft
drinks were Ch$120,752 million in 2000, representing a 5.4% decrease compared
to a Ch$127,589 million in 1999. This decrease is principally explained by a
3.1% decline in soft drink volume sales to 74.2 million UCs and by a 6.3%
decrease in soft drink prices in Argentine pesos.

     Net sales of Pet containers in Argentina were Ch$24,644 million in 2000
and Ch$27,348 million in 1999, representing a 9.9% decrease compared to 1999.
Volume sales of Pet containers in 2000 was 56.8 million bottles, representing
a decrease of 55.3% and 408.2 million preforms, representing an increase of
3.7% compared to sales volume in 1999.

     Cost of Sales

     Cost of sales were Ch$277,683 million in 2000, representing 60.6% of net
sales, compared to Ch$259,214 million, or 62.3% of net sales in 1999. The
decrease as a percentage of net sales in 2000 was attributable mainly to
improved cost efficiencies in the franchise operations.

     For the Company's Chilean operations, cost of sales represented 56.4% of
net sales in 2000, compared to 58.1% of net sales in 1999. For the Company's
Brazilian operations, cost of sales

                                     -62-
<PAGE>

represented 62.7% of net sales in 2000, compared to 63.5% in 1999. For the
Argentine operations, cost of sales represented 64.5% of net sales in 2000,
compared to 67.4% in 1999.

     The decrease in cost of sales as a percentage of net sales in Chile was
primarily attributable to lower depreciation. In Brazil, the decrease in cost
of sales as a percentage of net sales was primarily attributable to increased
volumes and higher selling prices. The decrease in cost of sales as a
percentage of net sales in Argentina was principally attributable to lower
cost of certain raw materials.

     Gross Profit

     Gross profit in 2000 increased 15.2% to Ch$180,765 million, or 39.4% of
net sales, compared to Ch$156,849 million, or 37.7% of net sales, in 1999. The
improvement in gross profit as a percentage of net sales was attributable
principally to improved results in all three countries.

     Administrative and Selling Expenses

     Administrative and selling expenses (SG&A) increased 6.2% to Ch$124,224
million in 2000 (27.1% of net sales) compared to Ch$116,991 million (28.1% of
net sales in 1999.) As a percentage of net sales the Company's Chilean
operations had SG&A expenses of 21.4% in 2000, compared to 21.7% in 1999; the
Brazilian operations had SG&A expenses of 33.0% in 2000 compared to 38.5% in
1999; and the Argentine operations had SG&A expenses of 29.6% in 2000 compared
to 31.2% in 1999.

     In Chile, SG&A expenses as a percentage of net sales remained fairly
stable. In Brazil, although SG&A expenses increased 45.5%, SG&A expenses as a
percentage of net sales decreased principally as a result of the higher net
sales, resulting from the additional volumes of the NVG operation, explained
previously, together with a lower proportionate increase in SG&A expenses
associated with these additional volumes. In Argentina, SG&A expenses
decreased 11.5% and the decrease in SG&A expenses as a percentage of net sales
is principally attributable to lower labor, maintenance and distribution
costs.

     Operating Income

     Operating income increased 41.9% in 2000 to Ch$56,541 million in 2000, or
12.3% of net sales, compared to Ch$39,857 million, or 9.6% of net sales in
1999.

     Non-operating Income (Expense), Net

     The following table sets forth, for the periods indicated, the items of
non-operating income (expense), net:

<TABLE>
<CAPTION>
                                                               Year ended December 31,
                                                            ----------------------------------
                                                                1999                  2000
                                                            ------------          ------------
                                                                  (millions of Ch$)
<S>                                                          <C>                   <C>
Financial income                                            Ch$ 14,574             Ch$ 24,891
Share of income (loss) from affiliated companies                   360                 (1,320)
Other non-operating income                                      12,175                  2,682
Amortization of goodwill                                        (4,516)                (6,301)
Financial expenses                                             (18,139)               (20,773)
Other non-operating expenses                                   (11,917)               (17,831)
Price-level restatement                                          2,392                 (3,467)
                                                             ---------             ---------
   Non-operating income (expense), net                      Ch$ (5,071)            Ch$(22,119)
                                                             =========             ==========
</TABLE>

                                     -63-
<PAGE>

     Non-operating income (expense), net was an expense of Ch$22,119 million
in 2000, compared to an expense of Ch$5,071 million in 1999. Non-operating
expense in 2000 resulted principally from increased net non-operating expenses
related to restructuring plans realized in the Brazilian and Argentine
operations, together with increased price level restatement charges resulting
from the effect of the devaluation of the Chilean peso over US dollar
denominated balance sheet items. The increase is also due to the amortization
of goodwill due to the NVG purchase.

     Income Taxes

     Income taxes in 2000 decreased 66.0% to Ch$1,872 million compared to
Ch$5,503 million in 1999. The Company's effective consolidated tax rate for
2000 was 5.4% compared to 15.9% in 1999. In accordance with Chilean law,
Andina and each of its subsidiaries computes and pays taxes on a separate,
unconsolidated basis. The corporate income tax rate in Chile is 15% of income
before taxes, and in Brazil and Argentina it is 35% and 37%, respectively, of
income before taxes. The decrease in the Company's effective consolidated tax
rate resulted from a lower taxable. Pursuant to applicable Chilean law, assets
acquired outside Chile are accounted for at acquisition value in Dollars and
variations in the US Dollar exchange rate affect valuations.

     Net Income

     Net income in 2000 was Ch$32,478 million, representing a 10.6% increase
compared to 1999.

     Impact of Inflation

     Under Chilean GAAP, the Company is required to restate non-monetary
assets and liabilities, UF and foreign currency denominated assets and
liabilities, shareholders' equity and income and expense accounts, to reflect
the effect of variations in the purchasing power of the Chilean peso. However,
Chilean peso-denominated monetary assets and liabilities are not restated, so
inflation has the adverse effect of diminishing the purchasing power of a
company's monetary assets, which are not price-level indexed, and has the
positive effect of reducing the real value of monetary liabilities. See Note
1(b) of the Notes to the Consolidated Financial Statements.

     Non-monetary assets and liabilities, shareholders' equity and income and
expense accounts are generally restated using the Chilean consumer price index
(CPI), based on the "prior month rule" in which inflation adjustments are
based on the CPI at the end of the month preceding the period end. Monetary
assets and liabilities in UF and foreign currency are restated at period-end
exchange rates and value of UF, respectively.

     Price-level restatement can have a significant effect on the Company's
net income. The size of the price-level restatement for any period will
primarily depend on the amount of foreign currency-denominated monetary assets
and liabilities and the effect of inflation and the foreign exchange rate on
such assets and liabilities. Periods of both moderate inflation and
depreciation of the Chilean peso against the U.S. dollar will tend to result
in a modest amount of price-level restatement for the Company. Conversely, the
real appreciation of the Chilean peso generally leads to a high amount of

                                     -64-
<PAGE>

price-level restatement. Given the unpredictable nature of the foreign
exchange markets and, to a lesser extent, inflation, there can be no assurance
that price-level restatement will continue to be an insignificant component of
net income or that it will not result in income statement expense in the
future.

     During the third quarter of 1998, Technical Bulletin No. 64 was approved
and applied retroactively to January 1, 1998. Such bulletin required a return
to accounting in Dollars for all investments outside Chile. This methodology
has an immaterial effect on results for the period and requires that the
exchange rate difference be recorded in a reserve sub-account of shareholders'
equity.

     The following table sets forth, for the periods indicated, variations
among the CPI, UF and U.S. dollar:


                                               Year ended December 31,
                                     -----------------------------------------
                                       1999             2000            2000
                                     --------         --------        --------
CPI variation...................       2.3%             4.7%             3.1%
UF variation....................       2.6%             4.7%             3.1%
U.S. dollar variation...........      12.2%             8.2%            14.1%


     The effects of price-level restatement are summarized below:

<TABLE>
<CAPTION>
                                                  Year ended December 31,
                                         1999             2000            2001
                                     -------------  --------------    -------------
                                                    (millions of Ch$)
<S>                                  <C>            <C>               <C>
Shareholders' equity............     Ch$  (9,650)     Ch$ (17,439)     Ch$ (10,555)
Liabilities.....................            (355)          (5,120)          (8,385)
Property, plant and equipment...           2,891            4,234            2,737
Other assets....................           6,403           11,217            7,654
                                     -----------      -----------      -----------
Balance sheet adjustments.......            (711)          (7,108)          (8,549)
Income statement adjustments....            (676)          (1,348)            (948)
Foreign exchange (losses) gains.           3,779           (4,988)           2,780
                                     -----------      -----------      -----------
Price-level restatement.........     Ch$   2,392      Ch$  (3,648)     Ch$  (6,717)
                                     ===========      ===========      ===========
</TABLE>


Liquidity and Capital Resources

     The Company's principal liquidity and capital resource requirements are
used to finance customer accounts receivables, inventories and capital
improvements as well as to implement its strategic and geographic expansion
plans. The Company's primary sources of liquidity have been funds from (i)
operations, (ii) public equity offerings and privately negotiated share
subscriptions, (iii) borrowings from commercial banks, both internationally
and within each of Chile, Brazil and Argentina, and (iv) debt offerings in the
Chilean and foreign capital markets.

     At December 31, 2001, total liabilities (excluding minority interest) of
the Company were Ch$317,577 million, representing a 11.2% increase compared to
December 31, 2000. The increase in total liabilities resulted principally from
an US$80 million (Ch$52,383 million) long term credit contracted by the
Argentinian subsidiary Edasa to finance part of a capital reduction. At
December 31, 2001, the Company's long term liabilities included (i) long-term
bank debt (excluding the current portion thereof) of Ch$55,333 million, (ii)
long-term bond debt (excluding the current portion thereof) of Ch$146,988
million, (iii) long-term notes outstanding of Ch$199 million, and (iv) other
long-term accrued liabilities and provisions of Ch$16,342 million, for a total
of Ch$218,863 million of long-term liabilities compared to total long-term
liabilities of Ch$181,643 million at December 31, 2000. The company's short
term liabilities, as of December 31, 2001 included (i) short-term bank debt of
Ch$14,041 million, (ii) current portion of long-term bank liabilities and
bonds of Ch$8,382 million, (iii)

                                     -65-
<PAGE>

accounts payable of Ch$32,517 million, (iv) notes payable to related companies
of Ch$12,134 million, and (v) other short-term liabilities, principally
provisions and withholdings, for Ch$31,640 million, for a total of Ch$98,714
million of short-term liabilities compared to total short-term liabilities of
Ch$103,964 million at December 31, 2000.

     At December 31, 2001, the Company had Ch$238,998 million in cash and cash
equivalents that includes cash invested in time deposits and other short-term
and long-term investments from the proceeds of the issuance of the Yankee
Bonds and Local Bonds not included as cash equivalents for purposes of Chilean
GAAP. At that date, the Company had approved short-term credit lines in an
amount equivalent to approximately Ch$112,159 million (US$171 million). The
aggregate unused portion of such lines of credit at that date was equivalent
to Ch$102,687 million (US$157 million).

     The Company's net cash flow from operations was Ch$89,548 million in
2001, representing a decrease of 6.1% compared to Ch$95,386 million in 2000.
The principal reason for such decrease was a decrease of 1.3 % in operating
income in 2001.

     In 2001, the principal uses of cash were investments in fixed assets of
Ch$22,616 million and dividend payments of Ch$58,551. In 2000, the principal
uses of cash were investments in fixed assets of Ch$27,487 million, bonds
payable payments totaling Ch$37,380 million and dividend payments of
Ch$72,632.

     In 2001, investments in fixed assets by the Company totaled Ch$22,616
million of which Ch$12,794 million were incurred in the Company's Chilean
operations, Ch$7,942 million in the Company's Brazilian operations and
Ch$1,880 million in the Company's Argentine operations. In 2000, the
investment in fixed assets by the Company totaled Ch$ 27,486 million of which
Ch$ 11,978 was incurred by the Company's Chilean operations, Ch$5,246 million
by the Company's Brazilian operations, and Ch$10,263 by the Company's
Argentine operations.

     The Company believes that, to the best of its knowledge, cash flow
generated by operations, cash balances, available lines of credit, including
from suppliers, and borrowings from third parties, are currently sufficient to
meet the Company's working capital, debt service and capital expenditure
requirements.

U.S. GAAP Reconciliation

     The principal differences between Chilean GAAP and U.S. GAAP as they
related to the Company are (i) inflation accounting under Chilean GAAP, which
has not been reversed in the reconciliation to U.S. GAAP, (ii) the accounting
treatment of the acquisition of Inti and Cipet by the Company and the
subscription of 24,000,000 shares of Common Stock by The Coca-Cola Company,
(iii) the revaluation and depreciation of certain property, plant and
equipment on the basis of a technical appraisal, (iv) different goodwill
amounts and differences in amortization periods for goodwill, (v) the
treatment of mandatory minimum dividends, (vi) difference in accounting for
investments in related companies and (vii) the accounting for deferred income
taxes. Note 25 of the Notes to the Consolidated Financial Statements provides
a description of the principal differences between Chilean GAAP and U.S. GAAP
as they relate to the Company and a reconciliation to U.S. GAAP of net income
and shareholders' equity.

                                     -66-
<PAGE>

     Net income after reconciliation to U.S. GAAP was Ch$1,375 million lower
in 1999, Ch$2,507 million higher in 2000 and Ch$22,848 million lower in 2001,
in each case than net income as reported under Chilean GAAP for each
respective year. See Note 25 (n) of the Notes to the Consolidated Financial
Statements. Under Chilean GAAP, shareholders' equity at December 31, 2000, was
Ch$374,085 million, compared to Ch$356,624 million under U.S. GAAP,
representing a difference of 4.7%. Under Chilean GAAP, shareholders' equity at
December 31, 2001 was Ch$372,092 million, compared to Ch$356,624 million under
U.S. GAAP, representing a difference of 4.3%.

Item 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Management

     The Company is managed by its executive officers under the direction of
its Board of Directors (the "Board") which, in accordance with the estatutos
of Andina, must consist of seven regular directors and seven alternate
directors. Each director is assigned a specific alternate director. Directors
need not be shareholders. The entire Board is reelected every three years at
the ordinary shareholders' meeting. Cumulative voting is permitted for the
election of directors. The prior Board, which had authorization from the
shareholders, appointed the current Board. In the event of a vacancy, the
designated replacement director fills the vacancy for the remaining period of
the director's term. If the alternate director is unable or unwilling to
serve, the Board may appoint a replacement to fill the vacancy, and the entire
Board must be elected or re-elected at the next regularly scheduled
shareholders' meeting.

     The Board has regularly scheduled meetings at least once a month, and
extraordinary meetings are convened when called by the Chairman or when
requested by one or more directors. The quorum for a Board meeting is
established by the presence of an absolute majority of the members of the
Board without taking alternate members into consideration (unless the
principal member is absent). Resolutions are passed by the affirmative vote of
an absolute majority of those directors present at the meeting, with the
Chairman determining the outcome of any tie vote.

     The Board has an executive committee (the "Executive Committee") which
has executive managerial oversight over the day-to-day management and
operations of the Company. The Executive Committee meets on a weekly basis.
The Company's executive officers are appointed by the Board of Directors and
hold office at the discretion of the Board.

     By resolution approved at the ordinary shareholders' meeting held April
17, 2001, and in accordance with the requirements of Law No. 19,705, the
Company established a committee of the Board of Directors that is charged with
monitoring the activities of the management more closely than in the past.
This Committee is comprised of directors Jose Antonio Garces, Jaime Said and
Enrique Vicuna, the chairman of the committee, and by their respective
alternates.

     In accordance with the law, this committee will have the following
responsibilities:

     (i)  To examine the findings of external auditors and account inspectors
          according to the balance sheets and other financial statements
          presented by the administrators or liquidators of the company or
          shareholders and to take a position on such findings before they are
          presented to shareholders for their approval.

     (ii) To make proposals to the board, external auditors, and private risk
          consultants which shall be put to the shareholders at the
          shareholder's meeting. In case of disagreements with the committee

                                     -67-
<PAGE>

          the directorship will be able to formulate their own proposal,
          submitting both for the consideration of the shareholders.

    (iii) To review information regarding operations as referred to by
          articles 44 and 89 of law 18,046 (The "Chilean Companies Law") and
          to create a report concerning those operations. A copy of the report
          shall be mailed to the President of the Directorship, who will
          address the report in the session cited for the approval or
          rejection of the relevant transaction.

     (iv) To examine the system of remuneration and compensation used for the
          principal managers and executives;

     (v)  Any other matter that is required by law, the shareholders, or the
          Board of Directors to fulfill these obligations, the Committee met
          on July 27, October 29 and December 7 of 2001, where its duties
          among others, included the examination of the Company balance sheets
          and other financial statements, the analysis of the systems
          implemented by internal audit personnel, the revision of the
          information provided by the external auditors and, and the diverse
          contingencies that have taken place in the different countries where
          operates the Company.

The compensation for directors that are members of the committee has been
fixed at 20 UF (Unidades de Fomento) for both ordinary and special sessions
that such directors attend.

     The Company's current directors and executive officers are as follows:

Alberto Hurtado F.                   Chairman
Jose Said S. (1)(5)                  Vice Chairman
Glenn Jordan Schoenbohm              Director
Felipe Larrain Bascunan              Director
Jose Antonio Garces S. (2)           Director
Jaime Said D. (3)(5)                 Director
Enrique Vicuna V. +                  Director
Arturo Majlis A.                     Alternate Director to Mr. Hurtado F.
Jorge Hurtado G.                     Alternate Director to Mr. Jordan
Salvador Said S. (1)(3)(4)           Alternate Director to Mr. Said S.
Ernesto Bertelsen R.                 Alternate Director to Mr. Larrain
Jose Antonio Garces S., Jr. (2)      Alternate Director to Mr. Garces S., Sr.
Gonzalo Said H. (1)(3)(4)            Alternate Director to Mr. Said D.
Mario Diez U.                        Alternate Director to Mr. Vicuna

Senior Executives
- -----------------

Jaime Garcia Rioseco                 Chief Executive Officer
Michael Cooper Allan                 Chief Operating Officer
Andres Olivos B.                     Chief Financial Officer
Pedro Pellegrini R.                  Chief Legal & Communications Officer
Osvaldo Garay A.                     Controller
Gonzalo Vergara D.                   Chief Packaging Division & Global
                                        Procurement Officer
Raul Ramirez V.                      Technical Officer
German Garib                         Information Technology Officer

                                     -68-
<PAGE>

Renato Ramirez                       General Manager of Chilean Soft
                                        Drink Operation
Carlos Lohmann                       General Manager of Refrescos
Alejandro Feuereisen                 General Manager of Edasa

- --------------
(1)  Jose Said S. is the father of Salvador Said S. and the uncle of Gonzalo
     Said H.
(2)  Jose Antonio Garces S., Sr. is the father of Jose Antonio Garces S., Jr.
(3)  Jaime Said D. is the father of Gonzalo Said H. and the uncle of Salvador
     Said S.
(4)  Salvador Said S. is the cousin of Gonzalo Said H.
(5)  Jaime Said D. is the cousin of Jose Said S.
+    Elected by holders of Series B shares.


     Mr. Alberto Hurtado is the Chairman of the Board of Directors of
Embotelladora Andina and he has been a member of the Company since October of
1985. Mr. Hurtado is also a partner and director of Inversiones Freire
Limitada, the investment group that controls Embotelladora Andina. Mr. Hurtado
is also a partner and Chairman of Representaciones Grainco, a firm that deals
with fishmeal and agricultural products. Mr. Hurtado is also a member of the
Board of Directors of Financo, a financial institution.

     Mr. Jose Said is the Vice Chairman of the Board of Directors of
Embotelladora Andina. Mr. Said has been associated with the Company since
October of 1985. Mr. Said is also a partner and a director of Inversiones
Freire Limitada, the investment group that controls Embotelladora Andina. Mr.
Said is Chairman of BBVA Banco BHIF of our Board of Directors since 1994. Mr.
Said is Chairman of Parque Arauco and has held this positions since May of
1995. Mr. Said has also been member of the Board of Directors of Envases del
Pacifico since May of 1994. Mr. Said studied law at the Universidad de Chile.

     As of November 2000, Mr. Jordan has been and continues to be the
President of the new South Latin America Division, comprised of Argentina,
Bolivia, Chile, Ecuador, Paraguay, Peru and Uruguay. Mr. Jordan has been a
member of the Board of Directors of Embotelladora Andina since April 2001. Mr.
Glenn Jordan joined the Company in March 1978. Mr. Jordan held different
positions within the company throughout Colombia, the United States, Brazil
and Argentina. Mr. Jordan is also on the boards of directors of a number of
other bottling companies, such as Embonor S.A. and Montevideo Refrescos S.A..

     Mr. Felipe Larrain Bascunan became an Andina Board member in April of
2001. Mr. Larrain has also made a name for himself as a consultant to, and
board member of, a number of companies throughout Chile, Latin America, the
United States and Europe as well as being an economic advisor to the
governments of Bolivia, Canada, Colombia, Costa Rica, Chile, Ecuador, El
Salvador, Guatemala, Jamaica, Mexico, Nicaragua, Paraguay, Peru, the Dominican
Republic and Venezuela.

     Mr. Jose Antonio Garces has been a member of the Board of Directors since
August of 1985. Mr. Garces is also a partner and member of the board of
Directors of Inversiones Freire Limitada, which controls the Company.

     Mr. Jaime Said is a member of the Board of Directors of Embotelladora
Andina. Mr. Said has been related to the company since August 1985. Mr. Said
is also a partner and director of Inversiones Freire Limitada, the investment
group that controls Embotelladora Andina.

                                     -69-
<PAGE>

     Mr. Enrique Vicuna is a member of the Board of Directors of Embotelladora
Andina S.A. and at present is Chairman of Las Rozas Foundation. Mr. Vicuna was
General Manager of Embotelladora Andina S.A. from 1985 to 1990.

     Mr. Arturo Majlis is an alternate director of Embotelladora Andina S.A.

     Mr. Jorge Hurtado G. joined Embotelladora Andina S.A. in 1969. Mr.
Hurtado became marketing manager before joining the South Andean Division as
country manager for Chile in 1983. Mr. Hurtado became region manager for
Chile, Paraguay and Bolivia in 1987 before moving to the Southwestern European
Division as deputy division manager in 1990. Mr. Hurtado returned to Latin
America as deputy division manager of the Andean Division in 1993. In 1996,
Mr. Hurtado was appointed president and chief operating officer of Coca-Cola
and Hit de Venezuela, a position he held until the Hit business was purchased
by Panamco in 1997. In August 1997, Mr. Hurtado joined the Latin America Group
staff as deputy to the Group President and in January 1998 he was appointed
President of the Andean Division. In May 2000, Mr. Hurtado retired from The
Coca-Cola Company and is now handling his own business.

     Mr. Salvador Said is currently serving as an alternate director of
Embotelladora Andina S.A. Mr. Said is director of Edelpa S.A., Parque Arauco
S.A., BBVA Administradora de Fondos Mutuos BHIF S.A. and BHIF Administradora
de Fondos de Inversion S.A. Mr. Said is also GLT of World Economic Forum.

     Mr. Ernesto Bertelsen is an alternate director of Embotelladora Andina.
Mr. Bertelsen has been affiliated with the company since 2000. Mr. Bertelsen
has been Chairman of BHIF Asesorias Financieras (1999), BBVA Sociedad de
Leasing Immobiliario BHIF S.A. (1999), and Comandari S.A. (1989-1993). Mr.
Bertelsen has also been the director of BBVA Banco BHIF (2001); Continental
Bank (1986) and Industrias Forestales S.A. (1985-1987).

     Mr. Jose Antonio Garces Jr. is General Manager of Inversiones San Andres
Ltda. (Investment Company), alternate director of Embotelladora Andina S.A.,
director of Banvida S.A. and director of Immobiliaria Las Brisas de Chicureo
S.A.

     Mr. Gonzalo Said is an alternate director of Embotelladora Andina,
director of BBVA Administradora de Fondos Mutuos BHIF S.A. and BHIF Asesorias
y Servicios Financieros S.A. and executive vice president of several
investment companies.

     Mr. Mario Diez serves as a Director in Texaco Chile S.A., San Cristobal
Sheraton S.A., ITT Fluid Technology, Minera Cerro Colorado S.A. and
Embotelladora Andina S.A. He is a partner at the law firm of Cariola, Diez &
Perez Cotapos.

     Mr. Jaime Garcia is Chief Executive Officer of Embotelladora Andina. Mr.
Garcia joined the company on 1977 as head of the research-studies department.
In 1978, he was appointed general manager of Embotelladora Talca (today part
of Williamson Balfour). In 1979, Mr. Garcia was appointed general manager of
Embotelladora Concepcion (part of Williamson Balfour). In 1983, he became
financial manager of Embotelladora Andina, a position that he held until 1987,
when he was appointed general manager of ISASA (a subsidiary of Embotelladora
Andina). In 1990, Mr. Garcia was appointed general ganager of Embotelladora
Andina, a position which he held until 1993, when he became the Company's
Chief Executive Officer.

                                     -70-
<PAGE>

     Mr. Michael Cooper is the Chief Operating Officer of the Company. Mr.
Cooper joined the Company in May 2000. In 1989, Mr. Cooper was the Chief
Executive Officer of Inchape Coca-Cola bottling operations, with businesses in
Chile, Peru and Russia. In 1999, Embonor S.A. bought Inchape Chilean and
Peruvian bottling operations and Mr. Cooper became Chief Executive Officer of
the consolidated entity.

     Mr. Andres Olivos is the Chief Financial Officer of Embotelladora Andina.
Mr. Olivos joined the Company on March 1992 and was previously manager of
administration and finance of Editorial Lord Cochran S.A. (a subsidiary of
Donnelley).

     Mr. Pedro Pellegrini is the General Counsel of Embotelladora Andina and
has been with the Company since 1995. From 1986 to 1992, Mr. Pellegrini worked
at Carey & Cia., the largest law firm in Chile. From 1992 to 1995, Mr.
Pellegrini served as a Vice-president of Citibank, N.A. and Citicorp-Chile and
was in charge of legal corporate matters. In June 1995, Mr. Pellegrini was
hired by Andina as the Company's General Counsel.

     Mr. Osvaldo Garay is the Chief Controlling Officer of Embotelladora
Andina and has been with the Company since 1997. Previous to his tenure at
Embotelladora Andina he held a similar position with Grupo Claro.

     Mr. Gonzalo Vergara is the Chief Procurement Officer and the Packaging
Division Corporate Manager for Embotelladora Andina. Mr. Vergara has been with
the Company since August of 1996. Mr. Vergara was previously the Company's
Credit Manager and Manager of Development of Almacenes Paris S.A., for the
company of the same name.

     From July 2000 to the present, Mr. Ramirez has held the position of Chief
Technical Officer at the corporate offices of Embotelladora Andina S.A.,
reporting directly to the Chief Operating Officer. Mr. Raul Ramirez held the
position of Assistant Manager of Operations in the Embotelladora Andina S.A.
plant from August 1969 until August 1995. In 1995, Mr. Ramirez was promoted to
Corporate Manager of Engineering, a position that he held until December of
1996. In January of 1997 Mr. Ramirez was transferred to our branch in
Argentina - Cordoba, EDASA, acting as Technical Manager until July 2000.

     Mr. German Garib is the Chief Information Officer of Embotelladora Andina
and has been with the Company since 1998. Previous to his tenure at
Embotelladora Andina, he was the Marketing Manager of IBM Chile.

     Mr. Renato Ramirez is the General Manager of Embotelladora Andina S.A.
(Soft Drink Operations) of Embotelladora Andina and has been with the Company
since 1979. Mr. Ramirez began working as the head of the Budget and Costs
Department and, in 1980, was appointed Planning Assistant Manager. From
January 1988 to August 1990, he was the Commercial Manager of Embotelladora
Williamson Balfour. From September 1990 to October 1992, Mr. Ramirez served as
Marketing Manager for Telephone Company of Chile. In August of 1993, Mr.
Ramirez returned to Embotelladora Andina as Commercial Manager, a position
that he held until 1997.

     Mr. Carlos Lohmann is the President of Rio de Janeiro Refrescos Ltd., a
subsidiary of Embotelladora Andina S.A., and has been with the Company since
August 1997. He began his professional career in 1970 at IBM Brasil and
throughout his approximately 25 year career at IBM, served in different
positions, including Human Resources Manager, Commercial Operations Support
Manager, Branch

                                     -71-
<PAGE>

Office Operations Manager, Director of Customer Services in Brazil and in New
York, Director of Customer Financing and General Manager of IBM Leasing. In
1992, he was appointed General Manager of the PC Company, a joint venture
between IBM and Machline Group, in Sao Paulo, and in 1995 he was appointed
General Manager of the PC Company in Florida, U.S.

     Mr. Alejandro Feuereisen serves as General Manager of Embotelladora del
Atlantico S.A. From September 1995 to July 1998, Mr. Feuereisen was Commercial
Manager of Embotelladora del Atlantico S.A.. From 1993 to 1995, Mr. Feureisen
was an Sales Manager Embotelladora Andina, from 1981-1992 was an officer at
Citibank, Santiago de Chile.. During the last 3 years Mr. Feuereisen was
Vice-President of the International Financial Institutions Group. From 1977 to
1980, Mr. Feuereisen served as Financial Analyst at Leasing Andino S.A., a
subsidiary of Banco de Chile.

Compensation

     Directors and alternate directors are paid an annual fee for attendance
to Board meetings. The total compensation paid to each director or alternate
director during 2001, which was approved by the company's shareholders, was as
follows:

                                             Compensation as Director
                                               or Alternate Director
                                             ------------------------
                                               (millions of Ch$)(1)
Alberto Hurtado F..........................            77.7
Arturo Majlis A............................            15.5
Enrique Vicuna V...........................            39.8
Ernesto Bertelsen R........................            15.5
Felipe Larrain B.                                      29.6
Glenn Jordan S.                                        29.6
Gonzalo Said H.............................            16.5

Jaime Said D...............................            77.7
Jorge Hurtado G. ..........................            15.5
Jose Antonio Garces S. Sr. ................            77.7
Jose Antonio Garces S. Jr. ................            16.2
Jose Said S................................            77.7
Mario Diez U. .............................            15.5
Salvador Said S. ..........................            15.5
Timothy J. Haas ...........................             3.1

- ----------------
(1)  The amounts paid to each director and director's alternate for attendance
     at Board meetings varies in accordance with the position held and the
     time period during which such position was held. An extraordinary meeting
     of the shareholders of the Company on September 30, 1996 approved an
     increase of the number of directors from five to seven members and
     appointed directors and alternate directors for the vacant positions.


     For the year ended December 31, 2001, the aggregate amount of
compensation paid by the Company to all directors and executive officers was
Ch$2,053 million of which Ch$1,530 million was paid to the Company's executive
officers. The Company does not disclose to its shareholders or otherwise make
available public information as to the compensation of its individual
executive officers.

                                     -72-
<PAGE>

The Company does not maintain any pension or retirement programs for its
directors or executive officers. See "--Employees".

Employees

     On December 31, 2001, the Company had approximately 4,284 employees,
including 1,451 in Chile, 1,478 in Brazil, and 1,355 in Argentina, of which
225, 105, 132, respectively, were temporary employees. During the South
American summer, it is customary for the Company to increase the number of
employees in order to meet peak demand. On December 31, 2001, approximately
30.5%, 5.5% and 66% of the Company's employees in Chile, Brazil and Argentina,
respectively, were members of unions. Management believes that the Company
generally has good relations with its employees.

     Pursuant to the collective bargaining agreement in Chile, employees
dismissed without cause are entitled to severance pay equal to one month's
salary for every year of employment. The Company has made the required
provisions for labor-related expenses according to approved accounting
regulations. The Company contributes to a national health insurance system of
government and privately operated facilities and does not contribute to
pension funds because employees are subject to mandatory contributions to such
funds or, for certain older employees, government-sponsored pension funds.

     A collective bargaining agreement was executed in Chile in 1999, with a
workers' union representing 244 employees who are pre-sellers and supermarket
sales representatives. Other than a four-day strike in June 1997, Andina has
not experienced work stoppages in the past 20 years. The Company signed a new
collective bargaining agreement with Union No. 3 (which principally represents
sales personnel) in 2001.

     In Brazil, collective bargaining agreements are negotiated on an
industry-wide basis, though individual companies can negotiate special terms
for their affiliates that apply to all other employees in each state where
companies have a plant. Collective bargaining agreements are generally binding
for one year. With respect to Rio de Janeiro Refrescos Ltda, there are five
collective bargaining agreements currently in force, i.e.: 1) two agreements
for employees in the State of Rio de Janeiro: a) one agreement with the
Drinking Industry Employees' Union from October 1, 2001 to September 30, 2002;
b) one with the Salesmen Union from October 1, 2001 to September 30, 2002; 2)
two agreements for employees in the State of Minas Gerais: a) one with the
Salesmen Union from December 1, 2001 to November 30, 2002; b) one with the
Foodstuff Industry Employees' Union from July 1, 2001 to June 30, 2002; and 3)
one agreement for employees in the State of Espirito Santo with the Haulers'
Union from May 1, 2001 to April 30, 2002. Such agreements do not require the
Company to increase wages on a collective basis. Only selected increases were
granted, mainly in the manufacturing area. The Company provides benefits to
its employees according to relevant legislation and to the collective
bargaining agreements. Refrescos experienced its most recent work stoppages in
January and in October 1990, for eight days in each case.

     In Argentina, 66% of Edasa's employees are represented by local workers'
unions associated with a national federation of unions since they are included
in collective bargaining agreements. The Chamber of Non-Alcoholic Bottling
Companies (the "Chamber") and the Federation of Unions of Non-Alcoholic
Bottlers are parties to collective bargaining agreements that expired in April
1997 but which continue in effect until renegotiated.

                                     -73-
<PAGE>

     Argentine law requires severance payments upon dismissal without cause,
calculated on the basis of one-month pay for each year of employment or a
fraction thereof longer than three months. Employees hired after October 2,
1998, have a different severance payment system based on 1/12 of their monthly
salary per month of service. Both severance payments are subject to maximum
and minimum amounts. In 1999 the Company completed a new plant in Cordoba with
the latest technological advances. Consolidated operations in the new plant
resulted in greater than normal labor turnover. The reorganization resulted in
extraordinary one-time labor costs. On January 6, 2001, the Argentine
government, as a result of the Argentine economic emergency, declared Law
25,561 which is designed to seriously limit dismissals of employees by
employers for 180 days. Employers, however, may still dismiss their employees
if they are willing to pay employees double.

     At December 31, 2001 Edasa had no pension fund liabilities. Employees
contribute, on the basis of automatic withholding, to either the privately
administered retirement funds or to the government social security system.
Most of the health system in the Argentine territory is run by the unions
through contributions from union and non-union employees. Although the Company
is a party to numerous individual claims submitted by former employees, the
number and nature of such claims are, individually, of no material effect to
the Company's financial condition.

Item 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

     The following table sets forth certain information concerning beneficial
ownership of the Company's capital stock at December 31, 2001, with respect to
the principal shareholders known to the Company who maintain at least a 5%
beneficial ownership in the Company's shares and with respect to all directors
and executive officers of the Company as a group:

<TABLE>
<CAPTION>
                                                                             % of Series A                     % of Series B
Shareholder                                                    Series A          Shares          Series B        Shares(1)
- -----------                                                  --------------  ----------------  --------------  --------------
<S>                                                          <C>             <C>               <C>             <C>
Inversiones Freire as a group..........................      200,006,603          52.61%       173,570,972          45.66%
The Bank of New York(2)................................       64,853,022          17.06         82,947,144          21.82
The Coca-Cola Company, directly
  or through subsidiaries .............................       41,962,864          11.04         41,962,864          11.04
AFPs as a group........................................       36,169,715           9.51         16,250,745           4.27
Principal foreign mutual funds as a group..............       19,675,904           5.18         17,342,019           4.56

- ---------------
(1)  The ownership percentages listed above reflect the voting and economic
     interests of Andina's shareholders.
(2)  Acting as depositary for the ADRs.
</TABLE>


     Freire holds a controlling interest in the Company. Freire is
beneficially owned in equal interests by Messrs. Jaime Said D., Alberto
Hurtado F., Jose Said S. and Jose Antonio Garces S., Sr., each of whom is also
a director of the Company. Accordingly, each Freire partner may be deemed the
beneficial owner of all of the interests in shares owned by Freire. Pursuant
to an agreement among partners, dated May 29, 1992, which shall remain in
effect for so long as Freire is in existence, each partner in Freire shall
not, except as set forth below, dispose of his pro-rata portion of the shares
of stock of the Company. Any interest held by a partner in excess of such
pro-rata portion may be disposed of freely. With regard to any sales of shares
that would cause such partner's holding to fall below his pro-rata portion,
the selling partner must grant to the other partners a right of first refusal
with respect to all interests of which he wishes to dispose. The four Freire
partners also have agreed to rotate the position

                                     -74-
<PAGE>

of Chairman of the Board among themselves annually with Mr. Alberto Hurtado F,
as the current chairman.

     At an extraordinary shareholders' meeting held on September 30, 1996, the
shareholders of the Company approved the Reclassification whereby each
outstanding share of Common Stock was replaced by one newly issued Series A
Share and one Series B Share. Series A Shares have full voting power and are
entitled to elect six of seven regular and alternate directors. Series B
Shares have no voting power but for the power to elect one regular and one
alternate director, and are entitled to a preferred dividend equal to 10% more
than any dividends for Series A Shares. The Reclassification was consummated
on April 27, 1997. See "Item 4. Information on the Company--History".

     In connection with The Coca-Cola Company's investment in Andina, the
Coca-Cola shareholders and Freire entered into a Shareholders' Agreement dated
September 2, 1996 (the "Shareholders' Agreement"), providing for certain
restrictions on the transfer of shares of Andina capital stock by the
Coca-Cola Shareholders and Freire. Specifically, Freire is restricted from
transferring its Series A Shares without the prior authorization of The
Coca-Cola Company. The Shareholders' Agreement also provides for certain
corporate governance and other matters, including the right of the Coca-Cola
shareholders collectively to elect one regular and one alternate member of the
Board of Directors of the Company so long as The Coca-Cola Company and its
subsidiaries collectively own an aggregate of at least 4% of the Series A
Shares and, if such ownership falls below 4%, The Coca-Cola Company and its
subsidiaries fail to increase its ownership to at least 4% within the
succeeding twelve months. In addition, in related agreements, Freire granted
the Coca-Cola shareholders an option, exercisable upon the occurrence of
certain changes in the beneficial ownership of Freire, to acquire, all but not
part, of the Series A Shares of the Company held by Freire at a price and in
accordance with procedures established in such agreements.

Related Party Transactions

     In the ordinary course of our business, we engage in a variety of
transactions with certain of our affiliates and related parties. Financial
information concerning these transactions is set forth in Note 10 to our
Consolidated Financial Statements. Article 89 of the Ley de Sociedades
Anonimas (the "Chilean Companies Law") requires that our transactions with
related parties be on a market basis or on similar terms to those customarily
prevailing in the market. We are required under Article 89, to compare the
terms of any such transaction to those prevailing in the market at the date
the transaction is to be entered into. Directors of companies that violate
Article 89 are liable for losses resulting from such violation. In addition,
Article 44 of the Ley de Sociedades Anonimas, provides that any transaction in
which a director has a personal interest or is acting on behalf of a
third-party, must be previously approved by the board of directors, which will
do so only when it has been informed of such director's interest and the terms
of such transaction are similar to those prevailing in the market. According
to an amendment introduced to the Chilean Companies Law in December 2000, if
the proposed transaction involves amounts considered material, the board must
previously declare that such transaction is consistent with equity conditions
similar to those prevailing in the market. If it is not possible to reach such
a judgment, the board may appoint two independent evaluators. The evaluator's
final conclusions must be brought to the shareholder's and director's
attention for a period of 20 business days, during which shareholders
representing 5% or more of the issued voting shares may request the board to
call a shareholder's meeting to solve the matter by a majority of two thirds
of the issued voting shares. For the purposes of this regulation, the Chilean
companies Law provides that the amount of a proposed transaction will be
material when it exceeds 1% of the company's paid in capital and reserves,
provided that it also exceeds

                                     -75-
<PAGE>

2,000 Unidades de Fomento, and in any event, when it exceeds 20,000 Unidades
de Fomento, and even if they are reviewed, there can be no assurance the
Agreements will be renewed on the existing terms.

     All resolutions approving such transactions must be reported to the
company's shareholders at the next annual shareholder's meeting. Violation of
Article 44 may result in administrative or criminal sanctions and civil
liability to shareholders or third parties who suffer losses as a result of
such violation.

     The violation of article 44 of law 18, 046, will not affect the validity
of the transaction, but will grant the business entity, the shareholders or
interested third parties, the right to be indemnified for damages, and to
force the director to make reparations to the business entity, an amount
equivalent to the benefits that would have been derived for the business
entity, absent such negotiations by such director, his relatives, or his
representatives, without prejudice of other administrative or criminal
sanctions.

     The Company believes, to the best of its knowledge, that it has complied,
in all material respects with Article 89 and Article 44 in all transactions
with related parties. There can be no assurance, however, that the
aforementioned regulations will not be modified in the future.

     Bottler Agreements

     In the course of our business, we have entered into agreements with The
Coca-Cola Company. Bottler Agreements (as defined hereunder) are international
standard contracts of The Coca-Cola Company entered into with bottlers outside
the United States for the sale of concentrates and beverage basis for certain
Coca-Cola soft drinks. The Company is party to the following bottler
agreements: (i) in the Chilean territory, a bottler agreement entered into
between Andina and The Coca-Cola Company dated December 31, 1997 (the "Chilean
Bottler Agreement"), which is due to expire on December 31, 2002; (ii) in the
Brazilian territory, a bottler agreement between Refrescos and C-C Brazil,
with The Coca-Cola Company as an intervening party, dated April 3, 1998
(collectively, the "Brazilian Bottler Agreements"), which has a term of five
years; and (iii) in the Argentine territory, bottler agreements, between Inti
and The Coca-Cola Company (the "Argentine Bottler Agreements"), dated December
10, 2001 but was extended for a period of five years.. (the Chilean Bottler
Agreement, the Brazilian Bottler Agreements, and the Argentine Bottler
Agreements, collectively, the "Bottler Agreements"). Bottler Agreements are
renewable upon request by the bottler at the sole discretion of The Coca-Cola
Company. No assurances can be given that the Bottler Agreements will be
renewed upon their expiration, and even if they are reviewed, there can be no
assurance the agreements will be reviewed on the existing terms.

     The Bottler Agreements provide that the Company will purchase its entire
requirement of concentrates and beverage basis for Coca-Cola Soft Drinks from
The Coca-Cola Company and other authorized suppliers. Although under the
Bottler Agreements The Coca-Cola Company, in its sole discretion, may set the
price of concentrates and beverage basis (among other terms) the Company, in
turn, sets the price of products sold to retailers at its discretion, subject
only to certain price restraints.

     The Company is the sole producer of Coca-Cola Soft Drinks in its
franchise territories. Although this right is not exclusive, The Coca-Cola
Company has never authorized any other entity to produce or distribute
Coca-Cola Soft Drinks in such territories, and the Company expects that it
will not do so in the future, although the Company can give no assurance to
that effect. The Company has no exclusive right to distribute post-mix
beverages.

                                     -76-
<PAGE>

     The Bottler Agreements include an acknowledgment by the Company that The
Coca-Cola Company is the sole owner of the trademarks that identify the
Coca-Cola Soft Drinks and of the secret formulae used in concentrates.

     All distribution must be in authorized containers. The Coca-Cola Company
has the right to approve, at its sole discretion, any and all kinds of
packages and containers for beverages, including their size, shape and any of
their attributes. The Coca-Cola Company has the authority at its sole
discretion to redesign or discontinue any package of any of the Coca-Cola Soft
Drinks, subject to certain limitations, so long as Coca-Cola Soft Drinks are
not all discontinued. The Company is prohibited from producing or handling any
other beverage products, other than those of The Coca-Cola Company, or other
products or packages that would imitate, infringe or cause confusion with the
products, trade dress, containers or trademarks of The Coca-Cola Company, or
from acquiring or holding an interest in a party that engages in such
activities. The Bottler Agreements also impose restrictions concerning the use
of certain trademarks, authorized containers, packaging and labeling of The
Coca-Cola Company and prohibit bottlers from distributing Coca-Cola Soft
Drinks outside their designated territories.

     The Bottler Agreements require the Company to maintain adequate
production and distribution facilities; inventories of bottles, caps, boxes,
cartons and other exterior packaging or materials; to undertake adequate
quality control measures prescribed by The Coca-Cola Company; to develop,
stimulate, and fully satisfy the demand for Coca-Cola Soft Drinks and to use
all approved means, and spend such funds on advertising and other forms of
marketing, as may be reasonably required to meet that objective; and to
maintain such sound financial capacity as may be reasonably necessary to
assure performance by the Company and its affiliates of their obligations to
The Coca-Cola Company. All Bottler Agreements require the Company annually to
submit its business plans for such franchise territories to The Coca-Cola
Company, including without limitation, marketing, management, promotional and
advertising plans for the ensuing year.

     The Coca-Cola Company has no obligation to contribute to the Company's
expenditures derived from advertising and marketing, but it may, at its
discretion, contribute to such expenditures and undertake independent
advertising and marketing activities, as well as cooperative advertising and
sales promotion that would require the cooperation and support of the Company.
In each of the franchise territories, The Coca-Cola Company has been
contributing approximately 50% of advertising and marketing expenses, but no
assurances can be given that equivalent contributions will be made in the
future.

     Each bottler is prohibited from, directly or indirectly, assigning,
transferring or pledging its Bottler Agreement, or any interest therein,
whether voluntarily, involuntarily or by operation of law, without the consent
of The Coca-Cola Company, and each Bottler Agreement is subject to termination
by The Coca-Cola Company in the event of default by the Company. Moreover, the
bottler may not undergo a material change of ownership or control without the
consent of The Coca-Cola Company.

     The Coca-Cola Company may terminate a Bottler Agreement immediately, by
written notice to the bottler, in the event that, inter-alia, (i) the bottler
suspends payments to creditors, declares bankruptcy, is declared bankrupt, is
expropriated or nationalized, is liquidated, dissolved, changes its legal
structure, or pledges or mortgages its assets; (ii) the bottler does not
comply with instructions and standards established by The Coca-Cola Company
relating to the production of its authorized soft drink products; (iii) the
bottler ceases to be controlled by its controlling shareholders; or (iv) the
terms of the Bottler Agreement come to violate applicable law.

                                     -77-
<PAGE>

     Either party to any Bottler Agreement may, with 60 days' notice thereof
to the other party, terminate the Bottler Agreement in the event of
non-compliance of such other party with the terms thereof so long as the party
in non-compliance has not remedied such non-compliance during such period. In
addition, if a bottler does not wish to pay the required price for concentrate
for any Coca-Cola Soft Drink, it must notify The Coca-Cola Company within 30
days of receipt of The Coca-Cola Company's new prices. In the case of any
Coca-Cola Soft Drink other than Coca-Cola concentrate, the franchise regarding
such product shall be deemed automatically canceled three months after The
Coca-Cola Company's receipt of the bottler's notice of refusal. In the case of
Coca-Cola concentrate, the Bottler Agreements shall be deemed terminated three
months after The Coca-Cola Company's receipt of the bottler's notice of
refusal. The Coca-Cola Company may also terminate the Bottler Agreements if
the bottler or any individual or legal entity that controls, owns a majority
share in or directly or indirectly influences the management of the bottler,
engages in the production of any non-Coca-Cola beverage, whether through
direct ownership of such operations or through control or administration
thereof, provided that, upon request, the bottler shall be given six months to
remedy such situation.

     PET Contracts

     Multipack produces returnable Pet bottles pursuant to agreements with The
Coca-Cola Company (the "PET Contracts"), which transfer The Coca-Cola
Company's license to manufacture such bottles using non-proprietary technology
provided by Continental Pet Technologies Inc. ("Continental"). Multipack
leased molds from The Coca-Cola Company for returnable Pet bottles in the
distinctive bottle shapes used for Coca-Cola Soft Drinks. In May 1995,
Multipack obtained the license from Continental to produce non-returnable Pet
bottles with a high content of recycled material using "multilayer" technology
developed by Continental.

     The Pet Contracts expire in July 2007 and are automatically renewable for
two additional years at the option of Multipack. The Coca-Cola Company may
terminate the Pet Contracts prior to that date if (i) Multipack is unable to
produce bottles meeting contract specifications, (ii) Multipack breaches
contract obligations, or (iii) Pet bottle production has an adverse impact on
The Coca-Cola Company's trademarks, trade dress or reputation, or exposes The
Coca-Cola Company to a material risk of liability. There can be no assurance
that the Pet Contracts will be renewed after the two-year renewal (if
exercised by Multipack) expires.

     Cristalerias. Joint Venture. Through their respective subsidiaries
Envases Multipack S.A. and Crowpla Reicolite S.A., the Company and
Cristalerias de Chile S.A. signed a letter of intent on May 29, 2001 for the
future development of the Pet plastic bottle business. On June 29, 2001, the
Company and Cristalerias de Chile S.A. created a 50/50 joint venture to
strengthened their plastic packaging business through the formation of Envases
CMF S.A. In order to accomplish this joint venture, Crowpla-Recolite purchased
assets from Multipack necessary to further the joint venture. Andina maintains
a 50% interest in the joint venture while Crowpla-Recolite retains the
remaining 50% interest.

Item 8.  FINANCIAL INFORMATION

     See "Item 18 "Financial Statements" for the Consolidated Financial
Statements of the Company filed as part of this annual report.

                                     -78-
<PAGE>

     Legal Proceedings

     The Company is a party to certain legal proceedings arising in the normal
course of its business, none of which individually or in the aggregate, is
material to its financial condition, with the exception of the tax-related
legal proceeding described below, relating to the Company's Brazilian
operations.

     When the Company acquired Refrescos, in 1994, there were several
significant legal proceedings pending in Brazilian courts, principally
relating to certain potential tax liabilities. Under the terms of the
Refrescos acquisition, Confab Industrial S.A. ("Confab"), one of Refrescos'
prior owners, agreed to indemnify the Company for the portion of such pending
tax claims that occurred prior to the Refrescos acquisition. Confab's
indemnities are secured by a US$30 million mortgage over certain property,
plant and equipment owned by Confab and letters of credit in an aggregate
amount of up to US$20.0 million. In May 2001, the aggregate sum of these
letters of credit amounted to approximately US$1.2 million. The amount
involved in these letters of credit was reduced because some of the tax and
labor liabilities were extinguished. In the event of an unfavorable result in
any of these claims, Refrescos could be responsible for payment of any tax
liability and would have to separately seek reimbursement from Confab. In each
matter covered by the Confab indemnities, Confab is responsible for
prosecuting the defense of the claim and controls the litigation strategy. The
amount of the letter(s) of credit to be provided annually by Confab is revised
at the time of each renewal and will cover new liabilities up to a total
amount US$20.0 million.

     Refrescos is involved in numerous pre-acquisition labor, tax and contract
claims which relate primarily to overtime pay and the timing of wage
adjustments mandated by changes in government wage policy, the amount of which
claims, taken in the aggregate, is not material to the Company's results, and
a substantial portion of which should be covered by the Confab indemnities.

     In the second quarter of 2000, ten new tax assessment notices were
brought against Refrescos as a result of an investigation carried out by state
tax authorities with respect to the imposto sobre circulacao mercadoria de
servicos (the "ICMS" tax), a Brazilian tax assessed to distributors of goods
and services. The total aggregate assessed amount is US$230.5 million, of
which US$33.5 million relates to seven assessment notices in connection with
the assignment of tax credits between the Company's subsidiaries, the prices
to be considered for ICMS purposes in such assignments, and compliance with
certain tax benefits given to the Company in the past. The Company has
appealed all such assessments.

     Of the US$230.5 million referred to above, the most relevant ICMS tax
assessments are three assessments that aggregate US$197.0 million, all of
which relate to the ICMS tax payment procedure called "tax substitution
regime". Through this regime, the Company is responsible not only for the
payment of any ICMS tax arising from its sales to retailers and distributors
but also for the ICMS tax due by retailers and distributors on their direct
sales to consumers. The controversy refers to the tax basis considered by the
Company in the calculation of the ICMS under said regime. The Company based
the tax due on its calculated 70% profit margin which represents the margin
applicable to sales made through distributors while the authorities allege
that the Company should have based its tax due on a profit margin of 140%. The
Company believes it has a reliable basis to utilize the lower 70% margin since
it executes direct sales to retailers and thereby acts as a distributor,
incurring distribution costs which the Company believes entitles it to the
same 70% treatment applicable to distributors. The Company's defense is based
upon strong legal arguments questioning the legal validity of attributing a
140% profit margin. In addition, utilization of the 70% profit margin as a
basis for the ICMS tax

                                     -79-
<PAGE>

assessment is under negotiation with the Brazilian tax authorities and a
formal review request was filed with the Brazilian tax authorities by the
Brazilian Bottling Industry Association. A favorable decision would indicate
recognition of the right to use the 70% margin challenged by the authorities
in the assessments.

     In October 2000, the Office of the Attorney General of the State of Rio
de Janeiro, which is the main body of the legal system of the State of Rio de
Janeiro and which controls and supervises the other bodies which comprise such
system, ensuring the legal defense of the State's interests, issued an opinion
favorable to the Brazilian Bottling Industry Association, according to which,
the State of Rio de Janeiro's desire to apply a 140% profit margin to such
operations was rejected. Such opinion from the Office of the State Attorney
General will be submitted to the Governor so that he can determine the
cancellation of all tax contingencies in connection with this tax increase.

     Concerning the acquisition by Refrescos of the Perma franchises in March
2000, there are several significant legal proceedings pending in Brazilian
courts, principally relating to certain potential tax liabilities. Under the
terms of the Perma acquisition, Russel W. Coffin and Corrine Coffin
("Coffin"), two of Permas' prior ultimate owners, agreed to indemnify
Refrescos for the portion of such pending tax claims that occurred prior to
the Perma acquisition. Coffin's indemnities are secured by three bank letters
of credit, currently in an aggregate amount of approximately US$ 59.0 million.
In May 2001, the aggregate sum of these letters of credit was approximately
US$42.2 million. In the event of an unfavorable result in any of these claims,
Refrescos would be responsible for payment of any tax liabilities and would
have to separately seek reimbursement from Coffin. In each claim covered by
the Coffin indemnities, Coffin is responsible for prosecuting the defense of
the claim and controls the litigation strategy. We cannot guarantee that we
will obtain favorable outcomes in any of the above-mentioned proceedings, or
that adverse outcomes will not have a material impact on our company's results
or operations.

     As a result of an employee reorganization in the Company's plant located
in the province of Cordoba, Argentina, during the first half of 1999, Edasa
was sued by some former employees who requested the courts to declare the
Labor Risk Law ("LRK") unconstitutional, in order to claim damages for alleged
work related illnesses.

     There are reasonable arguments such that the probability of the Argentine
Supreme Court declaring such law unconstitutional is unlikely. Among other
reasons, a closed compensation system for work related illnesses and injuries
does not imply per se that it is unconstitutional.

     On the other hand, the fact that employer's liability is exclusively
limited to those cases in which it has engaged in fraud against the employees,
is not detrimental to employees' rights to the extent that LRK benefits are
granted automatically.

Item 9.  THE OFFER AND LISTING

     Shares of the Company's Common Stock have traded in the United States on
the New York Stock Exchange ("NYSE") since July 14, 1994 in the form of
American Depositary Shares ("ADSs"), each representing six shares of Common
Stock, with the ADSs in turn evidenced by American Depositary Receipts
("ADRs"). The Depositary for the ADSs is The Bank of New York.

     The table below shows the high and low daily closing prices of the Common
Stock in Chilean pesos and the trading volume of the Common Stock on the
Santiago Stock Exchange for the periods

                                     -80-
<PAGE>

indicated. It also shows the high and low daily closing prices of the ADSs or,
for periods prior to the issuance of the ADSs, the prices expressed in dollars
per six shares of Common Stock in U.S. dollars and the volume traded in the
New York Stock Exchange.

              Share Prices' Santiago and New York Stock Exchanges

<TABLE>
<CAPTION>
                                      Share Volume
                                      (in thousands)                                    Ch$ per Share
                              -------------------------------   -----------------------------------------------------------
                              Common     Series A   Series B
                               Stock                              Common Stock           Series A             Series B
                              ------     --------   ---------   ----------------     ----------------     ----------------
                                                                 High       Low       High       Low      High       Low
                                                                -----      -----     -----      -----     -----      -----
<S>                           <C>        <C>        <C>         <C>        <C>       <C>        <C>       <C>        <C>
1996.....................     62,106                            2,540      2,010
1997.....................     12,521                            2,560      2,070
1997.....................                 17,466     11,436                          1,810      1,315     1,640      1,300
1998.....................                 23,016     26,165                          1,720        788     1,535        700
1999.....................                 14,524     17,025                          1,740      1,000     1,320        900

2000
  1st Quarter...........       3,825      1,820       1,620     1,045      1,360     1,000
  2nd Quarter...........      10,135      7,269       1,222     1,000        980       800
  3rd Quarter...........       5,068      8,533       1,262       995      1,055       850
  4th Quarter...........       4,291      8,949       1,247     1,012        980       870
</TABLE>


                                     -81-
<PAGE>



<TABLE>
<CAPTION>
                                                                                         Ch$ per Share
                                       Share Volume                 ------------------------------------------------------
                                      (in thousands)                      Series A                         Series B
                                 ------------------------           -------------------------        ---------------------
                                 Series A        Series B           High                 Low         High             Low
                                 --------        --------           ----                -----        ----             ----
<S>                              <C>             <C>                <C>                 <C>          <C>              <C>
2001

1st Quarter                        2,113          10,349            1,500               1,145        1,200             920

2nd Quarter                        5,570          12,647            1,650               1,269        1,220             970

3rd Quarter                        4,057           5,775            1,570               1,232        1,200             950

4th Quarter                        4,150          27,458            1,225                 980          980             850
</TABLE>


<TABLE>
<CAPTION>
                                                                                      Ch$ per Share
                                      Share Volume                ----------------------------------------------------
                                    (in thousands)                      Series A                         Series B
                               -------------------------          ---------------------            -------------------
2002                           Series A         Series B          High             Low             High            Low
                               --------         --------          ----             ---             ----            ---
<S>                            <C>              <C>               <C>              <C>             <C>             <C>
Month
January..................        1,094            2,313           1,100             950            900             735
February.................        4,282            3,159             950             863            764             677
March....................        1,835            5,255             970             890            785             720
April....................        1,974            3,130             940             880            780             712
May......................        1,647            4,811             919             800            715             670
</TABLE>



<TABLE>
<CAPTION>
                                       ADS Volume
                                      (in thousands)                                    US$ per ADS
                             -----------------------------      ------------------------------------------------------------
                                                                 Common Stock            Series A              Series B
                             Common                             -----------------     ----------------      ----------------
                              Stock    Series A   Series B       High       Low        High       Low       High       Low
                              -----    --------   --------       ----       ---        ----       ---       ----       ---
<S>                          <C>         <C>        <C>         <C>        <C>        <C>        <C>        <C>        <C>
1996.....................    39,020                             38.00      29.38
1997.....................    19,667                             38.25      30.25
1997.....................                47,905     31,283                            27.13      19.38      25.00      19.00
1998.....................                40,656     44,746                            20.75      12.56      16.75      10.43
1999......................               40,656     44,746                            20.75      12.56      16.75      10.43

2000
  1st Quarter............                12,229      7,409                            19.50      12.63      16.00      11.69
  2nd Quarter............                38,188     37,634                            14.06      11.50      11.50       9.13
  3rd Quarter............                33,933     43,802                            13.63      10.94      11.81       9.38
  4th Quarter............                10,528     11,681                            12.56      10.50      10.56       9.00
</TABLE>



<TABLE>
<CAPTION>
                                      ADS Volume                                       US$ per ADS
                              (converted to Common Stock           ----------------------------------------------------------
                                     in thousands)                      Series A                          Series B
                              --------------------------           -----------------------          -------------------------
                                Series A       Series B             High              Low             High            Low
                                --------       --------             ----              ---             ----           -----
<S>                             <C>            <C>                 <C>              <C>              <C>               <C>
2001

1st Quarter..............        10,999          14,735            16.100           11.875           12.875            9.500

2nd Quarter..............        12,671          12,830            16.500           12.750           12.200            9.650

3rd Quarter..............        11,368           8,009            14.700           10.290           11.300            8.250

4th Quarter..............        16,125          15,045            10.600            8.190            8.700            7.100
</TABLE>

                                     -82-
<PAGE>

<TABLE>
<CAPTION>
                                                                                 US$ per ADS
                                     ADS Volume              --------------------------------------------------------
                            (converted to Common Stock in
                                      thousands)                    Series A                         Series B
                            -----------------------------    ---------------------            -----------------------
2002                            Series A        Series B      High            Low              High             Low
- ----                            --------        --------      ----            ---              ----             ---
<S>                             <C>             <C>          <C>             <C>              <C>              <C>
Month
January...................      2,870           2,639        9.900           8.300            8.250            6.670
February..................      3,875           3,859        8.430           7.450            6.610            5.960
March.....................      2,069           8,977        8.780           8.000            7.000            6.450
April.....................      3,778           6,220        8.730           7.920            7.110            6.500
May.......................                                   8.400           7.150            6.530            6.060

- ---------------
Sources: Santiago Stock Exchange Official Quotations Bulletin and New York Stock Exchange.
</TABLE>


     On December 31, 2001, the closing price for the Series A Shares on the
Santiago Stock Exchange was Ch$1,085 per share (US$9.75 per Series A ADR), and
for the Series B Shares, it was Ch$888 (US$7.90 per Series B ADR). At December
31, 2001, there were 10,808,837 Series A ADSs (equivalent to 64,853,022 Series
A Shares) and 13,824,524 Series B ADSs (equivalent to 82,947,144 Series B
Shares). Such ADSs represented at such date 19.4% of the total number of the
Company's issued and outstanding shares. On April 7, 1997, the Company
completed the Reclassification of its Common Stock into Series A and Series B
Shares. See "Item 4"Information on the Company--History". Information on the
Company--History--Reclassification of Capital Stock". At that date, the
Company amended the existing depositary agreement with Citibank relating to
the ADR program for the Common Stock so as to cover the Series A Shares and
entered into a new depositary agreement with Citibank regarding the Series B
Shares. Thus, as of April 7, 1997, Andina has registered with the Securities
and Exchange Commission and listed on the New York Stock Exchange, (i) the
Series A Shares in the form of Series A American Depositary Shares (the
"Series A ADSs"), each representing six Series A Shares, with the Series A
ADSs in turn evidenced by Series A American Depositary Receipts ("Series A
ADRs") and (ii) the Series B Shares in the form of Series B American
Depositary Shares (the "Series B ADSs"), each representing six Series B
Shares, with the Series B ADSs in turn evidenced by Series B American
Depositary Receipts ("Series B ADRs").

     The Bolsa de Comercio de Santiago (the "Santiago Stock Exchange"),
established in 1893, is the principal equities exchange in Chile. The Chilean
securities markets are substantially smaller, less liquid, and more volatile
than major securities markets in the United States. The Santiago Stock
Exchange had a market capitalization of approximately US$56,734 million as of
December 31, 2001 and an average monthly trading volume of US$346 million in
2001. Trading activity on the Santiago Stock Exchange is on average
substantially less than that on the principal national securities exchanges in
the United States. The Company estimates that for the year ended December 31,
2001, its shares were traded on the Santiago Stock Exchange on an average of
approximately 87.04% and 91.50% of such trading days, for Series A and Series
B shares respectively.

The Chilean Stock Market: History and Description

     The Santiago Stock Exchange was established in 1893 and is a private
company whose equity consists of 48 shares held by 47 shareholders. As of
December 2001, 249 securities were listed on the Santiago Stock Exchange. The
Santiago Stock Exchange is Chile's principal stock exchange and accounts for
approximately 71.5% of all amounts traded in Chile. Approximately 27% of
equity trading is conducted on the Chilean Electronic Stock Exchange, an
electronic trading market which was created

                                     -83-
<PAGE>

by banks and non-member brokerage houses. The remaining 1.5% of equity is
traded on the Valparaiso Stock Exchange.

     Equity, closed-end funds, fixed-income securities, short-term and money
market securities, gold and U.S. dollars are traded on the Santiago Stock
Exchange. In 1991, the Santiago Stock Exchange initiated a futures market with
two instruments: U.S. dollars futures and Selective Share Price Index ("IPSA")
futures. In 1994, the Santiago Stock Exchange initiated an option market.
Regarding securities, they are traded primarily through an open voice auction
system. Trading through the open voice system occurs on each business day in
two sessions, from 11:00 a.m. to 12:30 p.m. and from 5:00 p.m. to 5:30 p.m.
Also, the Santiago Stock Exchange has an electronic system of trade, called
Telepregon, which operates from 9:30 a.m. to 4:30 p.m. The Electronic Stock
Exchange of Chile operates continuously from 9:30 a.m. to 4:30 p.m. on each
business day.

     The three main shares price index for the Santiago Stock Exchange are the
General Share Price Index (the "IGPA"), the IPSA and the Inter-10. The IGPA is
calculated using the prices of 177 issues and is broken into five main
sectors: banks and finance, farming and forest products, mining, industrials,
and miscellaneous. The IPSA is a major company index, currently including the
Exchange's 40 most active stocks. Shares included in the IPSA are weighted
according to the value of shares traded and account for more than 80% of the
entire market capitalization. The Inter-10 corresponds to the quarterly 10
most active Chilean ADR's. The Bank's Stocks are included in the IPSA, the
IGPA and the Inter-10. Besides, there are two main shares price index for the
Electronic Stock Exchange, the Global Index and the ADRIAN. The Global Index
is composed of the 31 securities most representative of the Chilean economy
and are comprised of four industrial sectors: electricity, services, industry
and natural resources. The ADRIAN incorporates all the Chilean ADR's.

     The Chilean stock market is closely linked to the regional economic
performance and may therefore tend to be more volatile than the equities
market of more developed countries, such as the US market.

     The New York Stock Exchange was founded in 1792. The New York Stock
Exchange is registered as a national securities exchange with the U.S.
Securities and Exchange Commission on October 1, 1934. In 1938 the Exchange
hired its first paid president and created a 33 member Board of Governors. In
1971 the Exchange was incorporated as a not-for-profit corporation. In 1972
the members voted to replace the Board of Governors with a 25 member Board of
Directors.

     The New York Stock Exchange is the largest equities marketplace in the
world, lists about 3,000 companies, and as of December 2001, 469 non-U.S.
companies were listed. During 2001 annual volume reached US$10.5 trillion and
market capitalization reached US$16.0 trillion.

Item 10.  ADDITIONAL INFORMATION

Memorandum and Articles of Association

     The Company's By-Laws ("Estatutos") are hereby incorporated by reference
from the Company's Annual Report on form 20-F for the fiscal year ended
December 31, 1996.

                                     -84-
<PAGE>

Exchange Controls

     The Central Bank is responsible for, among other things, monetary
policies and exchange controls in Chile. Foreign investments can be registered
with the Foreign Investment Committee under Decree Law No. 600 or with the
Central Bank under the Central Bank Act, which can only be modified by
"special majority vote" of the Chilean Congress.

     Pursuant to the provisions of Chapter II of the new Compendium of Foreign
Exchange Regulations of the Central Bank of Chile ("New Compendium"),
effective as of April 19, 2001, investments and remittances done under the New
Compendium are not subject to currency exchange regulations, except that: (i)
such operations must be effected exclusively in the Formal Exchange Market and
(ii) be reported to the Central Bank in the manner established for said
purpose. In the case of the Company, however, the ADR facility was the subject
of an agreement executed in 2000 between Andina, the Bank of New York (in its
role as Depositary for the shares as represented by the ADSs) and the Central
Bank. As per Article 47 of the Ley Organica Constitucional regulating the
Central Bank of Chile, under Chapter XXVI, Title I of the previous Compendium
of Foreign Exchange Regulations ("former Compendium") in force through April
18, 2001, with regard to the issue of ADSs through a Chilean company; the
Foreign Investment Agreement seeks to grant the Depositary and ADR holders
access to the Formal Exchange Market in Chile.

     Prior to April 19, 2001, the Former Compendium required individuals to
(i) satisfy a reserve requirement with the Central Bank, (ii) obtain the
Central Bank's prior approval for certain operations, (iii) convert foreign
currencies into Chilean pesos and (iv) return foreign currencies to Chile. The
mandatory reserve requirement was imposed on foreign loans and on funds
brought to Chile to purchase shares except for those acquired in the
establishment of a new company or in the capital increase of the issuing
company. The reserve requirement was decreased from 30% to 0% of the proposed
investment on September 16, 1998.

     The rules governing ADRs through April 18, 2001 established several
restrictions on this type of operation: prior authorization for an
international tender, the issue of securities in minimum amounts, evidence of
a risk rating, subscription of an exchange agreement, the obligation to
convert currency on the Formal Exchange Market (hereinafter "MCF"), any
remittance of funds abroad had to be made through the MCF using foreign
currency acquired on that market, transactions had to be done on securities
exchanges, and other similar restrictions. Beginning April 19, 2001, Chapter
XXVI of the Compendium was abrogated, thus, only share purchase transactions
for a subsequent exchange of shares in ADRs are regulated; in which case, the
investment regulations provided in Chapter XIV of the Foreign Exchange
Compendium must be applied. Such provisions establish the rules applicable to
credits, deposits, investments, capital contributions and foreign currency
from abroad. These rules will not apply to credits, deposits, investments or
capital contributions of less than US$ 10,000.

     The Former Compendium made a number of changes with respect to its
treatment of ADRs: (i) the requirement for a notarial affidavit regarding the
use of a contribution or investment was eliminated; (ii) the obligation to
liquidate the foreign currency on the MCF was also eliminated; while, (iii) a
requirement that capital remittances or profits be made through the Formal
Exchange Market, regardless of the market where the foreign currency was
acquired, was imposed; finally, (iv) the right of repatriation can also be
exercised using foreign currency kept abroad, provided that that fact is
reported to the Central Bank.

                                     -85-
<PAGE>

     At present, in accordance with the New Compendium, operations such as the
entry (into Chile) of foreign currency from abroad for the purpose of
investing in stock, as well as the remittance of the outcome of the transfer
of said stock, the dividends, interest, profits, etc. that are not subject to
agreements under the former Chapter XXVI, are solely required to comply with
the aforementioned prerequisites, that is, to be effected via the Formal
Exchange Market and be reported to the Central Bank of Chile under the
conditions that said entity establishes, as per the stipulations of the
aforementioned Chapter II of the New Compendium.

     In the absence of the Foreign Investment Agreement, according to exchange
controls applicable in Chile, investors would be unable to access the Formal
Exchange Market to convert Chilean pesos to US dollars and repatriate from
Chile the sums received regarding the Series A and Series B Shares deposited
or the shares withdrawn from deposit in exchange for Series A and Series B
ADRs (including sums received as cash dividends and the proceeds of the sale
of the underlying Series A or Series B shares in Chile and any rights with
regard thereto).

     Notwithstanding the foregoing, we must highlight that the new rules did
not repeal the Foreign Investment Agreement. Below is a summary of important
provisions of the Former Compendium and the Foreign Investment Agreement.

     According to the Foreign Investment Agreement, the Central Bank of Chile
has agreed to grant a depositary, in the name of Series A and Series B ADR
holders, and any investor not resident in Chile who withdraws Series A and
Series B shares when delivering Series A and Series B ADRs (those shares
called herein the "Withdrawn Shares"), access to the Formal Exchange Market to
convert Chilean pesos to US Dollars (and remit those dollars outside of Chile)
with respect to the Series A and Series B Shares represented by the Series A
and Series B ADSs or Withdrawn Shares, including the amounts received as (a)
cash dividends; (b) proceeds of the sale of the Withdrawn Shares in Chile; (c)
the proceeds of the sale in Chile of the right to subscribe additional Series
A or Series B Shares; (d) the proceeds of the liquidation, merger or
consolidation of the Company; and (e) other distributions, including, without
limitation, those that result from any recapitalization as a consequence of
maintaining Series A or Series B Shares represented by Series A or Series B
ADSs or Withdrawn Shares. Investors who receive Withdrawn Shares in exchange
for Series A or Series B ADRs will be entitled to redeposit those shares in
exchange for Series A or Series B ADRs provided they meet the conditions to
redeposit them.

     The Foreign Investment Agreement may not be amended unilaterally by the
Central Bank. There are some judicial precedents (which are not binding with
respect to future judicial decisions), which provide that, the Foreign
Investment Agreement, may not be voided because of future legislative changes.
There can be no assurance, however, that other Chilean restrictions will be
imposed upon the ADR holders, upon the transfer of underlying Series A or
Series B Shares or upon the repatriation of the proceeds of such transfer in
the future, nor can there be any evaluation of the duration of the impact of
those restrictions, if imposed. If for any reason, including changes in the
Foreign Investment Agreement or in Chilean law, the Depositary is unable to
convert Chilean pesos to US Dollars, investors would receive dividends or
other payments in Chilean pesos, which would subject affected investors to
U.S. Dollar/Chilean peso currency risk. There can be no assurance that the New
Compendium or any other foreign currency exchange regulation will not be
modified in the future, that new foreign currency exchange regulations will
not be enacted in the future, or that, if enacted, new regulations will not
have a material impact on the Company or the ADS holders.

                                     -86-
<PAGE>

     Debt Securities

     The Central Bank is responsible, inter alia, for the monetary and
exchange control policies of Chile. The Central Bank has authorized Chilean
issuers to offer bonds in Chile and abroad through Chapter XIV of Title I of
the Compendium ("Chapter XIV"). The following paragraphs explain certain rules
of the Central Bank regarding a bond issue on international markets
denominated in a currency other than Chilean pesos. This summary does not
intend to be complete and one must refer to the provisions in Chapter XIV of
Title I of the Compendium in relation to debt issues. The Compendium has been
included as an attachment to the Registration Statement of which this annual
report is a part.

     Beginning April 19, 2001, the new Compendium relaxed restrictions on
certain foreign exchange transactions as described above. The new Chapter XIV
therefore greatly simplifies the procedure to register capital contributions,
investments and foreign loans. The Central Bank provided that payments or
remittances of funds, to or from Chile, that arise or are generated from
credits secured abroad should be made through the MCF. For this purpose, when
the foreign currency from loans or investments or capital contributions is
made available to the beneficiary in the country, the intervening bank should
issue the pertinent "Form" and request information from the debtor, investor
or capital contributor, as the case may be, that any of these must provide
pursuant to Chapter XIV of the Compendium.

     The payments or remittances of foreign currency corresponding to capital,
interest, adjustments, profits and other benefits originating in the
transactions stipulated in Chapter XIV should be reported to the Central Bank
in the following way: (i) if the pertinent currency represents a remittance
made from Chile, the intervening MCF bank should issue the above form; (ii)
the issuer or borrower should inform the Central Bank if the foreign currency
used to make the pertinent payments is sourced from credit transactions for
which the foreign currency has been used directly abroad or the corresponding
payment obligation is fulfilled abroad using funds other than those indicated
in Chapter XIV.

     Any change in the terms of the transaction, a substitution of the debtor
or creditor, or total or partial assignments of credits or rights regarding
investors or capital contributions must be reported to the Central Bank of
Chile within 10 days after formalization.

     According to Chapter XIV, the Central Bank established that, credits
relating to acts, agreements or contracts in which create a direct obligation
of payment or remittance of foreign currency abroad by persons domiciled or
residing in Chile, whether or not a cash credit transaction, that exceed on an
individual basis the sum of US$100,000 or the equivalent in other foreign
currencies, absent any special rule in the CNCI, should be reported to the
Central Bank by the obligor either directly or through a MCF entity using the
forms contained in the Compendium, within 10 days from formalization.

     In addition, transactions recorded prior to April 19, 2001 will continue
to be governed by the old rules, notwithstanding the right to subject them to
the new regulations, in which case the favorable and/or adverse effects must
be considered that may be generated by a change in the regulations applicable
to this type of foreign exchange transaction.

     In February 1999, with authorization from the Central Bank, the Company
accessed the proceeds of the sale of bonds by Andina to Chile, subject to the
exchange regulations governing at that time.

     It is expected that all purchases of US Dollars in relation to the
payment of debt securities issued directly by Andina (and not through its
branch in the Cayman Islands) will be made on the Formal

                                     -87-
<PAGE>

Exchange Market. According to governing rules of the Central Bank, however,
Andina may buy US Dollars on the Secondary Exchange Market to make payments on
any debt security issued through the Cayman Islands branch of Andina. However,
there can be no assurance that Andina will be able to buy US Dollars on the
Secondary Exchange Market at the time or in the amounts required to service
the debt related to any of the debt securities. Nor can there be any guarantee
that other regulations of the Central Bank or legislative changes relating to
foreign exchange control in Chile will not restrict or impede the purchase of
US Dollars by Andina to make payments regarding debt securities.

     The Central Bank unilaterally decides whether to grant authorizations for
international bond offerings, and although other authorizations of the Central
Bank have never been cancelled, the Central Bank did request that lenders
renegotiate the terms of their loans during the renegotiation of the foreign
debt of Chile in the eighties.

     There can be no assurance that there will be no future restrictions
applicable to the holders of debt securities that the Central Bank may impose
in the future, nor can there be any evaluation of the duration of the impact
of those restrictions, if imposed.

Other Limitations

     Dividend Policy

     In accordance with Chilean law, Andina must distribute cash dividends
equal to at least 30% of its annual net income, calculated according to
Chilean GAAP, unless otherwise provided for by a unanimous vote of the Series
A Shareholders. If there is no net income in a given year, the Company will
not be legally obligated to distribute dividends out of retained earnings. At
the annual shareholders' 2001 meeting, the shareholders authorized the Board
of Directors to distribute, at its discretion, interim dividends during July
and October 2001 and January 2002. A U.S. holder of Series A or Series B ADSs
may effectively be required to receive a cash dividend, in the absence of a
registration statement in effect pursuant to the Securities Market Law of
Chile or an effective exemption from the requirement for registration
according to that law. Series B shareholders will be entitled to a preferred
dividend equal to 10% more than any dividend declared for holders of the
Series A Shares.

     During 2000 and 2001, the shareholders' meeting approved an extraordinary
dividend payment against the retained earnings fund in light of significant
cash generation in recent years. During 2001, US$89.4 million was paid out in
ordinary and extraordinary dividends, and US$ 100 million is expected to be
paid during 2002, although no assurance to that effect can be given.

     Exchange rates

     All payments and distributions regarding the Series A or Series B ADSs
must be transacted in the Formal Exchange Market.

     Share Capital

     The capital of the Company is divided into 380,137,271 Series A Shares
and 380,137,271 Series B Shares, both of which are preferred shares. All
shares have no par value. The principal characteristics, rights and privileges
are described below:

                                     -88-
<PAGE>

o    Holders of Series A shares have the right to appoint six of the seven
     directors of the Company, together with an alternate for each director.

o    Holders of Series B shares have the right to receive each and every one
     of the dividends paid by the Company per share, whether interim, final,
     minimum obligatory, additional or eventual dividends, plus 10%.

o    The above-referenced rights and privileges will not be altered should the
     number of Series A and/or B shares increase or decrease in the future
     because of share exchanges, the distribution of paid-up shares or the
     issuance of cash shares or for any other cause or reason.

o    The preferences of the Series A and B shares shall be in effect through
     December 31, 2130. Upon expiration, the Series A and Series B shares will
     be eliminated, and the shares will automatically become common shares.

o    Holders of Series B shares will be entitled to vote only with respect to
     the appointment of one director of the Company and the respective
     alternate director.

     Pursuant to Article 12 of the Securities Market Law, and Circular 585 of
the Chilean Superintendency of Securities and Insurance (the "SVS"), certain
information regarding share transactions involving the shares of listed open
stock corporations (sociedades anonimas abiertas) must be reported to the SVS
and the Chilean stock exchanges. Because the ADRs are considered to represent
share capital that is supported by the ADSs, trading of ADRs will be subject
to those reporting requirements. The shareholders in a publicly controlled
company have the obligation to inform the following to the SVS and to the
Chilean stock exchanges in the period of two exchange business days:

o    any acquisition or sale of shares, either directly or indirectly, that
     means the acquisition or sale by the holder of 10% or more of the share
     capital in a publicly controlled company, either directly or indirectly;
     and

o    any direct or indirect acquisition or direct or indirect sale of shares
     or options to buy or sell shares in any amount, if it is made by a holder
     of 10% or more of the capital in a publicly controlled company or by a
     director, senior executive or manager in that company.

     Pursuant to Law No. 19,705, ("The Public Tender Offer and Corporate
Governance Law") (hereinafter the "OPA Law"), the majority shareholders must
also give notice whether the acquisitions they made arise out of their intent
to acquire control of the company or whether such acquisition is merely a
financial investment.

     A beneficial owner of Series A or Series B ADSs representing 10% or more
of the share capital of Andina will be subject to these reporting requirements
pursuant to Chilean law.

     According to Article 54 of the Securities Market Law, persons or entities
who intend to acquire control of an open stock corporation, either directly or
indirectly, must publish an article, in two Chilean newspapers, informing the
person or entity who is buying or selling and the price and terms of any
negotiation, at least two days in advance of the date of the transaction. A
written notice should be sent to the SVS and to the Chilean stock exchanges
prior to that publication.

                                     -89-
<PAGE>

     The notice and publication should be made at least 10 business days prior
to the date upon which the trade is to occur, and, in any case, as soon as
negotiations have begun to achieve control through the delivery of information
and documentation on the affected company.

     According to the OPA Law, a notice should be published and the respective
communication should be sent reporting the acts or contracts by which control
is obtained of a company making a public offering of its shares, within two
business days following the date when such acts or contracts are performed or
executed.

     Title XV of the Securities Market Law establishes the basis to determine
what constitutes "control", "direct possession" and a "related party".

     The Chilean Companies Act requires Chilean companies to offer existing
shareholders the right to buy a sufficient number of shares to maintain their
existing ownership percentage of that company whenever such company issues new
shares. The US holders of Series A or Series B ADSs are not entitled to
exercise these preemptive rights, unless there is a registration statement
filed pursuant to the Securities Act with respect to those rights or an
exemption from the registration requirements is available. The Company intends
to evaluate the costs and potential liabilities associated with any such
registration statement at the time any preferred right offer is made, the
indirect benefits of allowing the exercise of such preferred rights by ADSs
holders, and any other factor that the Company considers appropriate at that
time. The Company will then make a decision as to whether or not to file a
registration statement. There can be no assurance that a registration
statement will be filed. If no registration statement is filed and there is no
exemption from the registration requirement under the Securities Act, the
Depositary will attempt to sell those preemptive rights of the affected ADS
holders and distribute the proceeds from such sale provided there is a
secondary market for those rights. A premium may be recognized on the cost of
such sale. If the Depositary is unable to sell those preemptive rights, they
may expire without consideration to be paid to the affected ADS holders.

     Dissenting Shareholders

     The Listed Corporations Act establishes that, should an extraordinary
meeting of shareholders adopt any of the resolutions indicated below, the
dissident shareholders have the right to withdraw from a Chilean company and
require that the company repurchase their shares, subject to compliance with
certain terms and conditions described below unless said right to withdraw is
suspended, in the case of bankruptcy or agreements with creditors. To exercise
said rights, ADR holders must first withdraw the shares represented by their
ADRs, pursuant to the terms of the Deposit Contract. Dissident shareholders
are defined as those who vote against a resolution that results in the right
to withdraw or, should they be absent from said meeting, those who declare
their opposition to the resolution to the company in writing within the
following 30 days. Dissenting shareholders must complete their right to
withdraw by offering their shares to the company within 30 days of the
adoption of the resolution.

     The resolutions that result in the right of the shareholder to withdraw
are the following:

o    The transformation of the company in an entity that is not a listed
     corporation regulated by the Listed Corporations Act;

o    Merger of the company with and/or in other companies;

                                     -90-
<PAGE>

o    The transfer of 50% or more of corporate assets in the terms noted in
     Article 9 of the Listed Corporations Act (that is, the transfer of 50% or
     more of corporate assets, including or excluding liabilities); the
     formulation or modification of any business plan that includes the
     transfer of assets in an amount that exceeds the aforementioned
     percentage;

o    The granting of real or personal guarantees to stand surety for
     third-party obligations that exceed 50% of corporate assets;

o    The creation of preference rights for a category of stock or a
     modification to existing rights, in which case the right to withdraw
     shall only be applicable to those dissident shareholders from the
     category of stock negatively affected;

o    The reorganization of the nullity of the corporation due to formal errors
     in the incorporation of the company or the modification of its by-laws
     granting this right; and

o    All other cases established by law or in the corporation's by-laws. By
     legal means, the dissident shareholders shall have the right to withdraw
     if the company fails to comply with the conditions to be considered a
     listed stock corporation and, in addition, if an extraordinary meeting of
     shareholders agrees, via a two-thirds vote of eligible shareholders, that
     the company should cease to adhere to the regulations applicable to
     listed stock corporations. In addition, if, as a consequence of any
     acquisition, an individual secures at least two thirds of the outstanding
     shares, said individual shall have a period of 30 days as of the
     acquisition, to effect an offer for the remaining shares under the
     conditions established by law. Should said offer fail to be effected
     within the established timeframe, the aforementioned right to withdraw
     shall become effective for the remaining shareholders. The Company's
     by-laws do not include additional grounds for withdrawal.

     Under Article 69 BIS of the Chilean Companies Act, the right to withdraw
is granted to shareholders, other than shareholders of Administradoras de
Fondos de Pensiones (pension funds) ("AFPs"), subject to certain terms and
conditions, if the Company were to become controlled by the Chilean
government, directly or through any of its agencies, and if two independent
rating agencies downgrade the rating of its stock from first class, because of
certain actions specified in Article 69 BIS and undertaken by the Company or
the Chilean Government that affect negatively and substantially the earnings
of the Company. Shareholders must exercise their withdrawal rights by
tendering their stock to the Company within 30 days of the date of the
publication or of the new rating. If the withdrawal right is exercised by a
shareholder pursuant to Article 69 BIS, the price paid to the dissenting
shareholder shall be the weighted average of the sales price for the shares as
reported on the stock exchanges on which the Company's shares are quoted for
the six-month period preceding the publication of the new rating by two
independent rating agencies. If the SVS determines that the shares are not
actively traded the price shall be book value calculated as described above.

     Voting rights of the Series A and Series B Shares

     The Depositary will mail to all holders a notice containing the
information, or a summary thereof, included in any notice of a shareholders'
meeting received by the Depositary, and a brief statement, as to the manner in
which each holder may instruct the Depositary to exercise voting rights in
respect of shares of Common Stock, as represented by ADSs held by the holders.
Holders on the record date set by the Depositary, are entitled to instruct the
Depositary in writing, subject to the terms of Chilean law, the By-Laws and
the Deposit Agreement, as to the exercise of voting rights attached to the

                                     -91-
<PAGE>

deposited shares of Common Stock, and upon receipt of such instructions the
Depositary has agreed that it will endeavor, insofar as practicable, to vote
or cause to be voted the shares of Common Stock underlying such holders' ADRs
in accordance with such written instructions.

     The Depositary has agreed not to, and shall instruct the Custodian and
each of its nominees, if any, not to, vote the shares of Common Stock, or
other deposited securities represented by the ADSs evidenced by an ADR, other
than in accordance with such written instructions from the holder. The
Depositary may not exercise any voting discretion over any shares of Common
Stock. If, no instructions are received by the Depositary, on or before the
date established by the Depositary to such effect, the Depositary may give a
discretionary proxy to a person designated by the Company to vote the
underlying shares.

     Disclosure

     Holders of ADRs are subject to certain provisions of the rules and
regulations promulgated under the U.S. Exchange Act of 1934, as amended,
relating to the disclosure of interests in the shares of Common Stock. Any
holder of ADRs, who is, or becomes, directly or indirectly, interested in 5%
(or such other percentage as may be prescribed by law or regulation), or more
of the outstanding shares of Common Stock, must within ten days after becoming
so interested, and thereafter, upon certain changes in such interests notify
the Company, any U.S. securities exchange on which the ADRs (or shares of
Common Stock) are traded and the Securities Exchange Commission, as required
by such rules and regulations. In addition, holders of ADRs are subject to the
reporting requirements contained in Articles 12 and 54 and Title XV of the
Securities Market Law, which provisions may apply when a holder beneficially
owns 10% or more of the Common Stock or has the intention of taking control of
the Company, as described under "Share Capital".

Material Contracts

     No new material contracts have been entered into since the last
presentation made by Embotelladora Andina to the SEC in 2001. In March 2000,
the Company finalized negotiations with the Coffin Group for the acquisition
of a Coca-Cola franchise license for a territory in Brazil comprising the
State of Espirito Santo and part of the States of Rio de Janeiro and Minas
Gerais, which was serviced by the Coffin Group through Perma Industria de
Bebidas S.A. ("Perma"). Total control of the Perma franchise license was
assumed by Refrescos for a total cost to the Company of US$74.5 million.

     The franchise authorizes the production, sale, and distribution of
products under The Coca-Cola Company trademark in the above-mentioned
territories, which have a population of 8.8 million inhabitants, representing
a 70% increase in the volume of operations.

Inspection Location

     The Company documents mentioned in this Form 20F can be inspected at
Avenida Andres Bello 2687, 20th Floor, Las Condes, Santiago, Chile. Chilean
law may restrict the use of the right of inspection of shareholders of the
Company to certain days and times.

                                     -92-
<PAGE>

TAXATION

Tax Considerations Relating to Equity Securities

     Chilean Tax Considerations

     The following discussion summarizes the material Chilean income tax
consequences of an investment in Andina's stock or ADSs by an individual who
is not domiciled or resident in Chile or a legal entity that is not organized
under the laws of Chile and does not have a permanent establishment in Chile
(a "foreign holder"). This discussion is based upon Chilean income tax laws
presently in force, including Ruling No. 324 of January 29, 1990 of the
Servicio de Impuestos Internos (the Chilean Internal Revenue Service or "SII")
and other applicable regulations and rulings that are subject to change
without notice. The discussion is not intended as a tax advice to any
particular investor, which can be rendered only in light of that investor's
particular tax situation. Each investor or potential investor is encouraged to
seek independent tax advice with respect to consequences of investing in
Andina's stock or the ADSs.

     Under Chilean law, all matters regarding taxation such as tax rates
(including tax rates applicable to foreign investors), the computation of
taxable income for Chilean purposes, the manner in which Chilean taxes are
imposed and collected, and others thereof, may only be imposed or amended by a
law enacted by Congress. In addition, the SII is empowered to issue rulings
and regulations of, either general or specific application, and to interpret
the provisions of Chilean tax law. Chilean tax may not be assessed
retroactively against taxpayers who act in good faith relying on such rulings,
regulations and interpretations, but the SII may change said rulings,
regulations and interpretations prospectively. There is no income tax treaty
in force between Chile and the United States.

     Cash Dividends and Other Distributions

     Dividends paid by the Company with respect to the shares of stock held by
a foreign holder will be subject to Chilean withholding tax at a rate of 35%
(the "Withholding Tax"). The First Category Tax paid by the Company on profits
from which the dividends are paid, presently imposed at a rate of 15%, will be
credited against the Withholding Tax. The credit will increase the base upon
which the Withholding Tax is imposed. Consequently, dividends that are
attributable to current profits will be subject to an effective dividend
withholding tax rate of 23.5%, calculated as follows:


Company taxable income.....................................     100%
  First Category Tax (15% of Ch$100).......................   (15.0)
  Net distributable income.................................    85.0
                                                              -----
  Dividend distributed.....................................    85.0
                                                              =====

Withholding Tax (35% of the sum of Ch$85.0 dividend
  plus Ch$15.0 First Category Tax paid)....................   (35.0)
Credit for First Category Tax..............................    15.0
                                                              -----
Net additional tax withheld................................   (20.0)

Net dividend received......................................    65.0
                                                              -----
Effective dividend withholding rate (20/85)................    23.5%
                                                              =====

     For purposes of determining the amount of First Category Tax paid by the
Company on profits from which the dividends are paid, dividends are attributed
to the Company's oldest retained profits.

                                     -93-
<PAGE>

     Dividend distributions made in property will be subject to the same
Chilean tax rules as cash dividends. Stock dividends of the Company are not
subject to Chilean taxation.

     Capital Gains

     Gains recognized from the sale or exchange of ADSs (or ADRs evidencing
ADSs) by a foreign holder outside Chile will not be subject to Chilean
taxation.

     Gains recognized on a sale or exchange of shares of stock (as
distinguished from sales or exchanges of ADSs representing such shares) will
be subject to both the First Category Tax and the Withholding Tax (the former
being credited against the latter) if either (i) the foreign holder has held
the shares of Common Stock for less than one year since exchanging ADSs for
the shares of Common Stock, (ii) the foreign holder acquired and disposed of
the shares of Common Stock in the ordinary course of its business or as an
habitual trader of shares or (iii) the foreign holder transfers shares of
Common Stock to a related person, as defined by Chilean tax law. In all other
cases, gain on the disposition of shares of Common Stock will be subject only
to the First Category Tax, currently imposed at a rate of 33%.

     The deposit or withdrawal of shares of Common Stock in exchange for ADRs
is not subject to any Chilean taxes. The tax basis of shares of Common Stock
received in exchange for ADSs will be determined in accordance with the
valuation procedure set forth in the Deposit Agreement, which values shares of
Common Stock at the highest reported sales price at which they trade on the
Santiago Stock Exchange on the date of the withdrawal of the shares of Common
Stock from the Depositary. Consequently, the conversion of ADSs into shares of
Common Stock, and the immediate sale of the shares for the value established
under the Deposit Agreement, will not generate a capital gain subject to
taxation in Chile. However, in the case where the sale of the Shares is made
on a day that is different than the date in which the exchange is recorded,
capital gain subject to taxation in Chile may be generated. In connection
thereto, on October 1, 1999 the Chilean Internal Revenue Service issued Ruling
No. 3708 whereby it allowed Chilean issuers of ADSs to amend the deposit
agreements to which they are parties in order to include a clause that states
that, in the case that the exchanged shares are sold by the ADSs' holders in a
Chilean Stock Exchange either on the same day in which the exchange is
recorded or within the two prior business days to such date, the acquisition
price of such exchanged shares shall be the price registered in the invoice
issued by the stock broker that participated in the sale transaction.
Consequently, should this amendment be included in the Deposit Agreement, the
capital gain that may be generated if the exchange date is different than the
date in which the Shares received in exchange for ADSs were sold, will not be
subject to taxation.

     The distribution and exercise of preemptive rights relating to the shares
of Common Stock will not be subject to Chilean taxation. Any gain on the sale
or assignment of preemptive rights relating to the shares of Common Stock will
be subject to both the First Category Tax and the Withholding Tax (the former
being credited against the latter).

     Other Chilean Taxes

     No Chilean inheritance, gift or succession taxes apply to the transfer or
disposition of the ADSs by a foreign holder, but such taxes generally will
apply to the transfer at death or by gift of shares of Common Stock by a
foreign holder. No Chilean stamp, issue, registration or similar taxes or
duties apply to foreign holders of ADSs or shares of Common Stock.

                                     -94-
<PAGE>

     Withholding Tax Certificates

     Upon request, the Company will provide to foreign holders appropriate
documentation evidencing the payment of Chilean withholding taxes.

     United States Tax Considerations

     The following discussion summarizes the material United States federal
income tax consequences of an investment in ADSs or shares of Common Stock.
This discussion is based upon United States federal income tax laws presently
in force. The discussion is not a full description of all tax considerations
that may be relevant to a decision to purchase ADSs or shares of Common Stock.
In particular, the discussion is directed only to U.S. holders that will hold
ADSs or shares of Common Stock as capital assets, and it does not address the
tax treatment of holders that are subject to special tax rules under the
Internal Revenue Code of 1986 as amended (the "Code"), such as financial
institutions, dealers in securities or currencies, traders in securities that
elect to use a mark-to-market method of accounting for their securities
holdings, insurance companies, tax exempt entities, persons holding ADSs or
shares of Common Stock as part of a hedging or conversion transaction,
constructive sale or a straddle, holders of 10% or more of the voting shares
of the Company or persons whose functional currency is not the United States
dollar. Furthermore, the discussion below is based upon the provisions of the
Code and regulations, rulings and judicial decisions thereunder as of the date
hereof, and such authorities may be repealed, revoked or modified so as to
result in United States federal income tax consequences different from those
discussed below. If a partnership holds our ADSs or shares of Common Stock,
the tax treatment of a partner will generally depend upon the status of the
partner and the activities of the partnership. Partners in a partnership
holding ADSs or shares of Common Stock should consult their tax advisors.
Prospective purchasers should consult their tax advisors about the federal,
state, local and foreign tax consequences to them of the purchase, ownership
and disposition of ADSs or Shares of Common Stock.

     As used here, the term "U.S. holder" means a holder of ADSs or shares of
Common Stock that is (i) a United States citizen or resident, (ii) a domestic
corporation or partnership, (iii) an estate the income of which is subject to
United States federal income taxation regardless of its source or (iv) a trust
(x) that is subject to the supervision of a court within the United States and
the control of one or more United States persons as described in section
7701(a)(30) of the Code or (y) that has an election in effect under applicable
U.S. Treasury regulations to be treated as a U.S. person. If the obligations
contemplated by the Deposit Agreement are performed in accordance with its
terms, holders of ADSs (or ADRs evidencing ADSs) generally will be treated for
United States federal income tax purposes as the owners of the shares of
Common Stock represented by those ADSs.

     Cash Dividends and Other Distributions

     Cash dividends (including the amount of any Chilean taxes withheld) paid
with respect to the ADSs or shares of Common Stock generally will be treated
as dividend income to such U.S. holders, to the extent paid out of current or
accumulated earnings and profits, as determined under United States federal
income tax principles. Such income will be includable in the gross income of a
U.S. holder as ordinary income on the day received by the Depositary, in the
case of ADSs, or by the U.S. holder, in the case of shares of Common Stock.
The dividends will not be eligible for the dividends received deduction
allowed to corporations under the Code.

                                     -95-
<PAGE>

     Dividends paid in Chilean pesos will be includable in a U.S. dollar
amount based on the exchange rate in effect on the day of receipt by the
Depositary, in the case of ADSs, or by the U.S. Holder in the case of shares
of Common Stock, regardless of whether the Chilean pesos are converted into
United States dollars. If the Chilean pesos received as dividends are not
converted into United States dollars on the date of receipt, a U.S. holder
will have a basis in Chilean pesos equal to its United States dollar value on
the date of receipt. Any gain or loss realized on a subsequent conversion or
other disposition of the Chilean pesos will be treated as ordinary income or
loss, regardless of whether the pesos are converted into U.S. dollars.

     The Chilean Withholding Tax (net of any credit for the First Category
Tax) paid by or for the account of any U.S. holder will be eligible, subject
to generally applicable limitations and conditions, for credit against the
U.S. holder's federal income tax liability. The dividends generally will be
foreign source income and will generally constitute "passive income" or, in
the case of certain U.S. holders, "financial services income." Special rules
apply to certain individuals whose foreign source income during the taxable
year consists entirely of "qualified passive income" and whose creditable
foreign taxes paid or accrued during the taxable year do not exceed US$300
(US$600 in the case of a joint return). Further, in certain circumstances, a
U.S. holder that (i) has held ADSs or shares of Common Stock for less than a
specified minimum period during which it is not protected from risk of loss,
(ii) is obligated to make payments related to the dividends or (iii) holds
ADSs or shares of Common Stock, in arrangements in which the U.S. holder's
expected economic profit, after non-U.S. taxes, is insubstantial will not be
allowed a foreign tax credit for foreign taxes imposed on dividends paid on
ADSs or shares of Common Stock. The rules governing foreign tax credit are
complex. Investors are urged to consult their tax advisors regarding the
availability of the foreign tax credit under their particular circumstances.

     Distributions to U.S. holders of additional shares of Common Stock or
preemptive rights with respect to shares of Common Stock that are made as part
of a pro rata distribution to all shareholders of the Company generally should
not be subject to federal income tax. The basis of the new shares or
preemptive rights so received generally will be determined by allocating the
U.S. holder's adjusted basis in the old shares between the old shares and the
new shares or preemptive rights received, based on their relative fair market
values. However, the basis of the preemptive rights will be zero if (i) the
fair market value of the rights is less than 15% of the fair market value of
the old shares at the time of distribution, unless the U.S. holder elects to
allocate basis between the old shares and the preemptive rights or (ii) the
rights are not exercised and thus expire.

     To the extent that the amount of any distribution exceeds the Company's
current and accumulated earnings and profits for a taxable year, the
distribution will first be treated as a tax-free return of capital, causing a
reduction in the adjusted basis of the ADSs or shares of Common Stock (thereby
increasing the amount of gain, or decreasing the amount of loss, to be
recognized by the investor on a subsequent disposition of the ADSs or shares
of Common Stock), and the balance in excess of adjusted basis will be taxed as
capital gain recognized on a sale or exchange. Consequently, such
distributions in excess of the Company's current and accumulated earnings and
profits would not give rise to foreign source income and a U.S. holder would
not be able to use the foreign tax credit arising from any Chilean withholding
tax imposed on such distribution unless such credit can be applied (subject to
applicable limitations) against U.S. taxes due on other foreign source income
in the appropriate category for foreign tax credit purposes.

     The Company does not believe that it is, for Untied States federal income
tax purposes, a passive foreign investment company (a "PFIC"), and expects to
continue its operations in such a manner that it

                                     -96-
<PAGE>

will not be a PFIC. If, however, the Company is or becomes a PFIC, U.S.
holders could be subject to additional United States federal income taxes on
gain recognized with respect to the ADSs or shares of Common Stock and on
certain distributions, plus an interest charge on certain taxes treated as
having been deferred by the U.S. holder under the PFIC rules of the Untied
States federal income tax laws.

     Capital Gains

     U.S. holders that hold ADSs or shares of Common Stock as capital assets
will recognize capital gain or loss for federal income tax purposes on the
sale or other disposition of such ADSs or shares (or preemptive rights with
respect to such Shares) held by the U.S. holder or the Depositary. Capital
gains of individuals derived with respect to capital assets held for more than
one year are eligible for reduced rates of taxation. The deductibility of
capital losses is subject to limitations. Any gain or loss recognized by a
U.S. holder generally will be treated as United States source gain or loss.
Consequently, in the case of a disposition of shares of Common Stock (which,
unlike a disposition of ADSs, may be taxable in Chile), the U.S. holder may
not be able to use the foreign tax credit for Chilean tax imposed on the gain
unless it can apply (subject to applicable limitations) the credit against tax
due on income from foreign sources.

     Deposits or withdrawals of shares of Common Stock by U.S. Holders in
exchange for ADSs will not result in the realization of gain or loss for
United States federal income tax purposes.

     Estate and Gift Taxation

     As discussed above under "Chilean Tax Considerations -- Other Chilean
Taxes," no Chilean inheritance, gift or succession taxes apply to the transfer
at death or by gift of shares of Common Stock by a foreign holder. The amount
of any inheritance tax paid to Chile may be eligible for credit against the
amount of United States federal estate tax imposed on the estate of a U.S.
holder. Prospective purchasers should consult their personal tax advisors to
determine whether and to what extent they may be entitled to such credit. The
Chilean gift tax generally will not be treated as a creditable foreign tax for
United States tax purposes.

     Information Reporting and Backup Withholding

     In general, information reporting requirements will apply to dividends in
respect of ADSs or the shares of Common Stock or the proceeds received on the
sale, exchange, or redemption of the ADSs paid within the United States (and
in certain cases, outside of the United States) to U.S. holders other than
certain exempt recipients (such as corporations), and backup withholding may
apply to such amounts if the U.S. holder fails to provide an accurate taxpayer
identification number or to report interest and dividends required to be shown
on its federal income tax returns. The amount of any backup withholding from a
payment to a U.S. holder will be allowed as a credit against the U.S. holder's
United States federal income tax liability.

Tax Considerations Relating to Debt Securities

     General

     In October 1997, the Company issued US$150 million 7% Notes Due 2007 (the
"2007 Notes"), US$100 million 7 5/8% Notes due 2027 (the "2027 Notes") and
US$100 million 7 7/8% Debentures Due 2097 (the "2097 Debentures", together
with the 2007 Notes and the 2027 Notes, the "Debt Securities").

                                     -97-
<PAGE>

The following is a summary of the principal Chilean tax and United States
federal income tax considerations relating to the purchase, ownership and
disposition of Debt Securities. The summary does not purport to be a
comprehensive description of all tax considerations that may be relevant to a
decision to purchase Debt Securities. This summary does not describe any tax
consequences arising under the laws of any state, locality or taxing
jurisdiction other than the United States and Chile.

     This summary is based on the tax laws of Chile and the United States as
in effect on the date hereof, as well as regulations, rulings and decisions of
Chile and the United States available on or before such date and now in
effect. All of the foregoing are subject to change, which change could apply
retroactively and could affect the continued validity of this summary.

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

     Chilean Tax Considerations

     The following is a general summary of the material consequences under
Chilean tax law, as currently in effect, of an investment in the Debt
Securities made by a Foreign Holder. The term "Foreign Holder" means: (i) an
individual, who is not a resident in Chile (for purposes of Chilean taxation,
an individual is resident in Chile if he or she has resided in Chile for more
than six months in one calendar year, or a total of more than six months in
two consecutive fiscal years); or (ii) a legal entity that is not organized
under the laws of Chile, unless the Debt Securities are assigned to a branch
or an agent, representative or permanent establishment of such entity in
Chile.

     Under Chile's Income Tax Law, because the issuance of the Debt Securities
is registered with the Central Bank, payments of interest or premium, if any,
made by the Company in respect of the Debt Securities to a Foreign Holder will
generally be subject to a Chilean withholding tax (the "Chilean Interest
Withholding Tax") currently assessed at a rate of 4.0%. If the Debt Securities
are issued through an offshore branch of the Company, payment to Foreign
Holders of Debt Securities by such branch generally will not be subject to the
Chilean withholding tax.

     As described above, the Company has agreed, subject to specific
exceptions and limitations, to pay to the Foreign Holders of Debt Securities
Additional Amounts in respect of the Chilean Interest Withholding Tax
mentioned above in order that the interest or premium, if any, the Foreign
Holder receives, net of the Chilean Interest Withholding Tax, equals the
amount which would have been received by such Foreign Holder in the absence of
such Chilean Interest Withholding Tax. See "Description of Debt
Securities--Payments of Additional Amounts". Under Chile's Income Tax Law and
regulations thereunder, payments of principal made by the Company with respect
to the Debt Securities to a Foreign Holder will not be subject to any Chilean
taxes.

     Chile's Income Tax Law provides that any capital gains realized on the
sale or other disposition by a Foreign Holder of the Debt Securities generally
will not be subject to any Chilean income taxes provided that such sale or
other disposition occurs outside of Chile (except that any premium payable on
redemption of the Debt Securities will be treated as interest and subject to
the Chilean Interest Withholding Tax as described above).

     A Foreign Holder will not be liable for estate, gift, inheritance or
similar taxes with respect to the Debt Securities unless such Debt Securities
(i) are located in Chile at the time of such Foreign Holder's death or, (ii)
were purchased or acquired with money obtained from Chilean sources.

                                     -98-
<PAGE>

     The initial issuance of the Debt Securities is subject to stamp tax of
1.2% of the aggregate principal amount of the Debt Securities, which will be
payable by the Company when and if the Debt Securities are brought into Chile.
If the Debt Securities are issued through an offshore branch of the Company
and are not subsequently brought into Chile, no stamp tax will be payable. If
the stamp tax is not paid when due Chilean Tax law imposes a penalty up to
three times the amount of the tax due plus interest. In addition, until such
tax (and any penalty) is paid, Chilean courts would not enforce any action
based on the Debt Securities. A Foreign Holder will not be liable for Chilean
stamp, registration or similar taxes.

     United States Tax Considerations

     The following summary describes the material United States federal income
tax consequences of the ownership of Debt Securities by U.S. holders (as
defined below) as of the date hereof. Except where noted, it deals only with
Debt Securities held as capital assets by initial purchasers and does not deal
with special situations, such as those of dealers in securities or currencies,
financial institutions, insurance companies, persons holding Debt Securities
as a part of a hedging, integrated conversion or constructive sale transaction
or a straddle, traders in securities that elect to use a mark-to-market method
of accounting for their securities holdings, persons liable for the
alternative minimum tax, corporations that accumulate earnings to avoid
federal income tax or holders of Debt Securities whose "functional currency"
is not the U.S. dollar. Furthermore, the discussion below is based upon the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and
regulations, rulings and judicial decisions thereunder as of the date hereof,
and such authorities may be repealed, revoked or modified so as to result in
United States federal income tax consequences different from those discussed
below. If a partnership holds our Debt Securities, the tax treatment of a
partner will generally depend upon the status of the partner and the
activities of the partnership. If you are a partner of a partnership holding
our Debt Securities, you should consult your tax advisors.

     Persons considering the purchase, ownership or disposition of the debt
securities should consult their own tax advisors concerning the federal income
tax consequences in light of their particular situations as well as any
consequences arising under the laws of any other taxing jurisdiction.

     As used herein, a "U.S. holder" of the Debt Securities means a holder of
the Debt Securities that is (i) a citizen or resident of the United States,
(ii) a corporation or partnership created or organized in or under the laws of
the United States or any political subdivision thereof, (iii) an estate the
income of which is subject to United States federal income taxation regardless
of its source or (iv) a trust (x) that is subject to the primary supervision
of a court within the United States and the control of a United States person
with regard to all substantial decisions as described in section 7701(a)(30)
of the Code or (y) that has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a U.S. person.

     Payments of Interest

     Interest on the Debt Securities will generally be taxable to a United
States Holder as ordinary income at the time it is paid or accrued in
accordance with the U.S. Holder's method of accounting for tax purposes. In
addition to interest on the Debt Securities, a U.S. Holder will be required to
include in income any Additional Amounts and any tax withheld from interest
payments notwithstanding that such withheld tax is not in fact received by
such United States Holder. A U.S. Holder may be entitled to deduct or credit
such tax, subject to applicable limitations in the Code, including that the
election to

                                     -99-
<PAGE>

deduct or credit foreign taxes applies to all of the U.S. holder's foreign
taxes for a particular year. Interest income including Chilean taxes withheld
therefrom and Additional Amounts on the Debt Securities generally will
constitute foreign source income and generally will be considered "passive"
income or "financial services" income, which are treated separately from other
types of income in computing the foreign tax credit that may be allowable to
U.S. Holders under United States federal tax laws. Special rules apply to
certain individuals whose foreign source income during the taxable year
consists entirely of "qualified passive income" and whose creditable foreign
taxes paid or accrued during the taxable year do not exceed US$300 (US$600 in
the case of a joint return). The rules governing the foreign tax credit are
complex. Investors are urged to consult their tax advisors regarding the
availability of the foreign tax credit under their particular circumstances.
Guidance issued by the U.S. Treasury may deny a foreign tax credit for foreign
taxes imposed with respect to the Debt Securities where a U.S. holder holds
the Debt Securities, in arrangements in which the U.S. holder's expected
economic profit, after non-U.S. taxes, is insubstantial.

     Sale, Exchange and Retirement of Debt Securities

     Upon the sale, exchange, retirement or other disposition of the Debt
Securities, a U.S. Holder will recognize gain or loss equal to the difference
between the amount realized upon the sale, exchange, retirement or other
disposition (less any accrued interest, which will be taxable as such if not
previously included in income) and the U.S. Holder's adjusted tax basis in the
Debt Securities. A U.S. Holder's tax basis in the Debt Securities generally
will be the U.S. Holder's cost therefor. Gain or loss realized by a U.S.
Holder on the sale, exchange, retirement or other disposition of the Debt
Securities will generally be treated as United States source gain or loss.
Such gain or loss will be capital gain or loss and will be long-term capital
gain or loss if at the time of sale, exchange, retirement or other disposition
the Debt Securities have been held for more than one year. Capital gains of
individuals derived with respect to capital assets held for more than one year
are eligible for reduced rates of taxation. The deductibility of capital
losses is subject to limitations.

     Information Reporting and Backup Withholding

     In general, information reporting requirements will apply to certain
payments of principal and interest on the Debt Securities and to the proceeds
of the sale of the Debt Securities made to U.S. Holders other than certain
exempt recipients (such as corporations). A backup withholding tax will apply
to such payments if the U.S. Holder fails to provide its taxpayer
identification number or, in the case of interest payments, fails either to
report in full dividend and interest income or to make certain certifications.

     Any amounts withheld under the backup withholding rules will be allowed
as a refund or a credit against the United States Holder's U.S. federal income
tax liability provided the required information is furnished to the Internal
Revenue Service.

     Special Tax Considerations Relating to 2097 Debentures

     As a result of the 2097 Debentures' 100 year term, it is not certain
whether such Debentures will be treated as debt or as equity for United States
federal income tax purposes. The Company has taken the position that the 2097
Debentures constitute debt for financial reporting and United States federal
income tax purposes. The Company's position, however, is not binding on the
U.S. Internal Revenue Service. Although classification of the 2097 Debentures
as equity generally would not significantly

                                    -100-
<PAGE>

affect a United States Holder's taxable income resulting from an investment in
the 2097 Debentures, the discussion that follows also briefly describes
certain United States federal income tax consequences that would arise if the
2097 Debentures were not treated as debt for United States federal income tax
purposes.

     If the 2097 Debentures are treated as equity for United States federal
income tax purposes, the potential differences in the United States federal
income tax treatment to U.S. Holders of the 2097 Debentures that would result
include (i) payments denominated as interest on the 2097 Debentures (including
Additional Amounts) would be reclassified as dividends to the extent paid out
of the current or accumulated earnings and profits of the Company (as
determined using United States federal income tax principles) and (ii) U.S.
Holders would be required to report such payment amounts as ordinary income
when actually or constructively received (instead of accruing such amounts as
interest, even if such United States Holders are accrual-method taxpayers). To
the extent any such payments exceed such earnings and profits, they would be
treated as a return of capital or capital gain. Amounts treated as dividends
will not be eligible for the dividends received deduction generally allowed
U.S. corporations. Persons considering the purchase, ownership or disposition
of the 2097 Debentures should consult their own tax advisors concerning
additional potential tax consequences, including those arising upon a sale,
exchange or redemption of the 2097 Debentures, which could result from the
treatment of the 2097 Debentures as equity for United States federal income
tax purposes.

Item 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risk generally represents the risk that losses may occur in the
values of financial instruments as a result of movements in interest rates,
foreign currency exchange rates and commodity prices. The Company is exposed
to changes in financial market conditions in the normal course of its business
due to its use of certain financial instruments as well as transacting in
various foreign currencies and translation of its foreign subsidiaries'
financial statements into the Chilean peso.

Interest Rate Risk

     The Company's primary interest rate exposures relate to its U.S. dollar
denominated long-term fixed rate bond liabilities and other long-term variable
and fixed rate bank liabilities. The Company also invests in certain
medium-term bond securities that bear a fixed interest rate. The Company
monitors its exposure to interest rate fluctuations, however, interest rates
in the market are currently higher than the fixed rate on the Company's bonds.
The following table provides information about the Company's long-term debt
and bond investments that are sensitive to changes in market interest rates at
December 31, 2001.

<TABLE>
<CAPTION>

                                                          Expected Maturity Date                                 Estimated
                              --------------------------------------------------------------------------------  Fair Market
                              2002        2003        2004        2005         2006     Thereafter     Total      Value
                              ----        ----        ----        ----         ----     ----------     -----    -----------
                                                             (amounts in millions of Ch$)
<S>                           <C>        <C>          <C>         <C>         <C>       <C>           <C>       <C>
Interest Earning Assets
  Bond securities........     9,276      16,817        --         6,859       38,742      54,449      126,143     126,422
  Weighted average
    interest rate.......      5.00%       6.12%        --         7.38%       7.79%        7.81%       7.35%

Interest Bearing
  Liabilities
  Long-term debt.........
  Fixed rate.............
  Bonds..................                                                                 148,117     148,117     144,551
   Weighted average
     interest rate......                                                                   6.55%       6.55%


                                    -101-
<PAGE>

<CAPTION>

                                                          Expected Maturity Date                                 Estimated
                              --------------------------------------------------------------------------------  Fair Market
                              2002        2003        2004        2005         2006     Thereafter     Total      Value
                              ----        ----        ----        ----         ----     ----------     -----    -----------
                                                             (amounts in millions of Ch$)
<S>                           <C>        <C>          <C>         <C>         <C>       <C>           <C>       <C>
  Bank liabilities.......     1,307                                                                    1,307       1,307
   Weighted average
     interest rate......      6.51%                                                                    6.51%
  Bank liabilities.......     2,293                                                                    2,293       2,293
   Weighted average
     interest rate......     19.50%                                                                   19.50%
  Variable Rate..........
  Bank liabilities......       874         451         202
   Weighted average
     interest rate......     13.04%      13.04%      13.04%                                           13.04%
  Bank liabilities......       418                                            1,558                    1,976       1,976
   Weighted average
     interest rate......      13.4%                                           13.4%                    13.4%
  Bank liabilities......      2,298                                            728                     3,026       3,026
   Weighted average
     interest rate......      13.3%                                           13.3%                    13.3%
  Bank liabilities......                   11                                   11                      11          11
   Weighted average
     interest rate......                  13.2%                                                        13.2%
  Bank liabilities......                                                      52,383                  52,383      52,383
   Weighted average
     interest rate......                                                      6.51%                    6.51%
</TABLE>


Foreign Currency Risk

     At December 31, 2001, all of the Company's long-term interest bearing
debt is exposed to exchange rate fluctuations between the Chilean peso and the
U.S. dollar. The Company manages such risk by maintaining deposits and money
market mutual funds in U.S. dollars amounting to Ch$ 216,325 at December 31,
2001, representing 218 % of total long-term U.S. dollar debt at such date.
Additionally, the Company periodically enters into forward foreign currency
exchange contracts to hedge its exposure related to interest payments on U.S.
dollar denominated debt.

     The following table summarizes the financial instruments denominated in
foreign currencies held by the Company as of December 31, 2001.

<TABLE>
<CAPTION>
                                                            Expected Maturity Date                               Estimated
                                ------------------------------------------------------------------------------  Fair Market
                                  2002        2003        2004       2005        2006    Thereafter    Total       Value
                                  ----        ----        ----       ----        ----    ----------    -----    -----------
<S>                              <C>         <C>          <C>        <C>        <C>      <C>          <C>       <C>
Assets
  US$ denominated
    Cash....................     18,632                                                                18,632      18,632
    Money market mutual
      funds.................     17,336                                                                17,336      17,336
    Time deposit............                                                    53,935                 53,935      53,935
    Bonds...................      9,276      16,817                  6,859      38,742     54,449     126,143     126,422

Liabilities
  US$ denominated...........      4,895                                                                 4,895       4,895
    Short-term liabilities..      8,733                                                                 8,733       8,733
  Long-term debt
    Bonds...................                                                               33,149      33,149      33,013
      Weighted average
        interest rate.......                                                                 7.22%       7.22%
    Bank liabilities........                               11                   52,383                 52,394      52,394
      Weighted average
        interest rate.......                             13.2%                     6.5%                  6.5%
</TABLE>


Item 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

     Not applicable.


                                    -102-
<PAGE>


                                    PART II

Item 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

     Not applicable.

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

     During the three years following the Reclassification, the Board of
Directors was authorized to identify up to four sixty-day periods during which
each Series A Share would be convertible, at the option of the holder, into
one Series B Share. The first sixty-day share conversion opportunity opened on
May 2, 2000 and was available through July 1, 2000. On December 23, 1996 the
Superintendency of Pension Fund Managers (Superintendencia de Administradores
de Fondos de Pensiones) indicated that Chilean pension funds would not be
permitted to acquire Series B Shares due to their limited voting rights.

     As a result of the Reclassification, statutory withdrawal rights under
Chilean law were triggered entitling shareholders to withdraw from an issue by
returning their shares to the issuer upon the creation of preferred shares
such as the Series A Shares (preferred voting rights) or the Series B Shares
(preferred dividend rights). If exercised, such withdrawal right is set at a
price equal to the weighted average trading price over the two-month period
prior to the date of the shareholder meeting approving the issuance of
preferred shares. In November 1996, withdrawal rights were exercised as to
15,458,517 Common Shares for which Andina paid Ch$41,037 million (US$89.8
million). As required under Chilean law, Andina held the repurchased shares of
Common Stock (subsequently reclassified as Series A Shares and Series B
Shares) as treasury stock with neither voting nor economic rights for 12
months. During 1997, the Company canceled such shares and reduced
shareholders' equity accordingly.

Item 15.  [RESERVED]

Item 16.  [RESERVED]


                                   PART III

Item 17.  FINANCIAL STATEMENTS

     The Company's financial statements have been prepared in accordance with
Item 18 hereof.

Item 18.  FINANCIAL STATEMENTS

     Reference is made to Item 19 for a list of all financial statements filed
as a part of this Annual Report.

Item 19.  FINANCIAL STATEMENTS AND EXHIBITS

     See Exhibit Index for a complete list of Financial Statements and
Exhibits.


                                    -103-
<PAGE>


                                   SIGNATURE

     The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.



                       EMBOTELLADORA ANDINA S.A.
                       (ANDINA BOTTLING COMPANY)


                       /s/ Andres Olivos
                       --------------------------------------------
                       Andres Olivos
                       Chief Financial Officer


Date: June 28, 2002



                                    -104-
<PAGE>

                           (ANDINA BOTTLING COMPANY)
                      INDEX TO ANNUAL REPORT ON FORM 20-F

                                                                          Page

PART I

Item 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS..........  5

Item 2.    OFFER STATISTICS AND EXPECTED TIMETABLE........................  5

Item 3.    KEY INFORMATION................................................  5

Item 4.    INFORMATION ON THE COMPANY..................................... 18

Item 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS................... 52

Item 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..................... 67

Item 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.............. 74

Item 8.    FINANCIAL INFORMATION.......................................... 78

Item 9.    THE OFFER AND LISTING.......................................... 80

Item 10.   ADDITIONAL INFORMATION......................................... 84

Item 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....101

Item 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.........102

Item 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES................103

Item 14.   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
             AND USE OF PROCEEDS..........................................103

Item 15.   [RESERVED].....................................................103

Item 16.   [RESERVED].....................................................103

Item 17.   FINANCIAL STATEMENTS...........................................103

Item 18.   FINANCIAL STATEMENTS...........................................103

Item 19.   FINANCIAL STATEMENTS AND EXHIBITS..............................103


                                    -i-
<PAGE>

                                 EXHIBIT INDEX

Exhibit No.   Document

1.            Consolidated Financial Statements as of December 31, 2000 and
              2001 and for each of the three years in the period ended
              December 31, 2001 together with the Reports of Independent
              Accountants for Cristalerias de Chile S.A. and Subsidiaries

2.            List of Cristalerias Subsidiaries




                                    -ii-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>exh1.txt
<DESCRIPTION>CONSOLIDATED FINANCIAL STATEMENTS
<TEXT>

                                                                 Exhibit 1


EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

Consolidated financial statements

As of December 31, 2000 and 2001 and for each
of the three years in the period ended December 31, 2001







CONTENTS

Report of independent accountants
Consolidated balance sheets
Consolidated statements of income
Consolidated statements of cash flows
Notes to the consolidated financial statements





Ch$    -  Chilean pesos
ThCh$  -  Thousands of Chilean pesos
US$    -  United States dollars
ThUS$  -  Thousands of United States dollars
UF     -  Unidad de Fomento, an inflation-indexed peso-denominated  monetary
          unit.  The UF rate is set daily in advance based on the previous
          month's inflation rate
R$     -  Brasilian reals




[LOGO of PricewaterhouseCoopers]



<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders of
Embotelladora Andina S.A.


We have audited the accompanying consolidated balance sheets of Embotelladora
Andina S.A. and its subsidiaries (the "Company") as of December 31, 2000 and
2001, and the related consolidated statements of income and of cash flows for
each of the three years in the period ended December 31, 2001 all expressed in
thousands of constant Chilean pesos of 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 have conducted our audits in accordance with auditing standards generally
accepted in both Chile and in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Embotelladora Andina S.A. and its subsidiaries as of December 31, 2000 and
2001 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 Chile.

As discussed in Note 2 to the consolidated financial statements, effective
January 1, 2000, the Company changed its method of accounting of deferred
income taxes in accordance with Technical Bulletin No.60 of the Chilean
Institute of Accountants.

As described in Note 19, as of December 31, 2001 the Company maintains
investments in Argentina that could be subject to adverse effects from the
political and economic uncertainty in Argentina.

Accounting principles generally accepted in Chile vary in certain significant
respects from accounting principles generally accepted in the United States of
America. The application of the latter would have affected the determination
of consolidated net income for each of the three years in the period ended
December 31, 2001 and the determination of consolidated shareholders' equity
as of December 31, 2000 and 2001 to the extent summarized in Note 25 to the
consolidated financial statements.





Santiago, February 15, 2002


                                     F-1
<PAGE>

                  EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

          (Restated for general price-level changes and expressed in
         thousands of constant Chilean pesos of December 31, 2000 and
                          thousands of U.S. dollars)
<TABLE>
<CAPTION>
                                                                                   At December31,
                                                      ----------------------------------------------------------------
ASSETS                                                Note           2000               2001               2001
- ------                                                ----       -------------      --------------    ----------------
                                                                     ThCh$              ThCh$             ThUS$
                                                                                                     (Unaudited Note
                                                                                                          1 aa)
<S>                                                  <C>         <C>                <C>              <C>
CURRENTS ASSETS:
   Cash                                                             12,530,835         13,868,565             21,180
   Time deposits                                       3           149,771,469         18,171,362             27,752
   Marketable securities                               4            15,727,118         25,574,151             39,057
   Receivables (net)                                   5            58,232,614         57,949,011             88,500
   Amounts due from related companies                  10 d)            25,810          1,412,981              2,158
   Inventories                                         6            24,942,350         17,325,337             26,459
   Recoverable taxes                                                 9,381,558          5,473,501              8,359
   Deferred income taxes                               15 c)           874,854            503,438                769
   Other current assets                                7             8,536,822          8,191,160             12,510
                                                                  ------------      -------------      -------------
      Total current assets                                         280,023,430        148,469,506            226,744
                                                                  ------------      -------------      -------------

PROPERTY, PLANT AND EQUIPMENT:                         9
   Land                                                             14,822,116         15,496,623             23,667
   Buildings and improvements                                       91,670,912         96,931,734            148,035
   Machinery and equipment                                         258,799,186        232,401,564            354,925
   Other property, plant and equipment                             154,821,823        171,308,460            261,624
   Technical reappraisal of property, plant and
     equipment                                                       1,823,156          1,823,156              2,784
   Less: Depreciation                                             (272,301,816)      (300,551,003)          (459,004)
                                                                  ------------      -------------      -------------
      Total property, plant and equipment                          249,635,377        217,410,534            332,031
                                                                  ------------      -------------      -------------

OTHER ASSETS:
   Investments in related companies                    10 a)         7,062,828         18,404,997             28,108
   Goodwill (net)                                      10 b)       108,729,886        111,264,249            169,924
   Investments in other companies                      10              376,160            671,902              1,026
   Long-term receivables                                               899,635          1,145,606              1,750
   Amounts due from related companies                  10 d)           147,399            131,340                201
   Intangible assets (net of accumulated
     amortization of 1,855,506 in 2000 and
     2,339,302 in 2001)                                              1,158,630            975,371              1,490
   Deferred income taxes                               15 c)           638,382                 --                 --
   Other long-term assets                              11           27,877,500        191,241,082            292,065
                                                                  ------------      -------------      -------------

      Total other assets                                           146,890,420        323,834,547            494,564
                                                                  ------------      -------------      -------------

      Total assets                                                 676,549,227        689,714,587          1,053,339
                                                                  ============      =============      =============
_________________
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>


                                     F-2
<PAGE>

                  EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

          (Restated for general price-level changes and expressed in
         thousands of constant Chilean pesos of December 31, 2001 and
                          thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                                                   At December31,
                                                         -----------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                     Note         2000               2001              2001
- ------------------------------------                     ----     -------------     --------------   ---------------
                                                                      ThCh$             ThCh$             ThUS$
                                                                                                     (Unaudited Note
                                                                                                          1 aa)
<S>                                                      <C>      <C>               <C>              <C>
CURRENT LIABILITIES:
   Short-term bank liabilities                           12 a)       14,894,135         14,040,704            21,443
   Current portion of long-term bank liabilities         12 b)        1,369,891          7,189,897            10,981
   Current portion of bonds payable                      13 a)        2,914,379          1,192,439             1,821
   Dividends payable                                                  4,042,842          3,911,365             5,974
   Trade accounts payable and notes payable                          40,227,345         34,776,605            53,111
   Other accrued liabilities                             14          12,245,137         11,967,077            18,276
   Amounts payable to related companies                  10 d)       11,246,836         12,133,989            18,531
   Income taxes payable                                               2,231,103          2,513,844             3,839
   Other taxes payable                                               14,662,156         10,862,303            16,589
   Other short-term liabilities                                         129,757            125,855               192
                                                                 --------------     --------------    --------------
      Total current liabilities                                     103,963,581         98,714,078           150,757
                                                                 --------------     ==============    ==============

LONG-TERM LIABILITIES:
   Long-term bank liabilities                            12 b)        3,302,371         55,333,408            84,506
   Bonds payable                                         13 a)      159,391,234        146,988,018           224,481
   Amounts payable to related companies                  10 d)          209,001                 --                --
   Trade accounts payable and notes payable                             491,844            198,747               304
   Other accrued liabilities                             14           5,330,147          6,208,245             9,481
   Deferred income taxes                                 15 c)               --          1,446,852             2,210
   Other long-term liabilities                           18          12,918,603          8,687,366            13,268
                                                                 --------------
      Total long-term liabilities                                   181,643,200        218,862,636           334,250
                                                                 --------------     --------------    --------------

   Minority interest                                     21              18,736             45,577                70
                                                                 --------------     --------------    --------------

   Contingencies and commitments                         19

SHAREHOLDERS' EQUITY:                                    20
   Paid-in capital                                                  179,149,060        179,149,060           273,598
   Other reserves                                                    39,315,030         46,252,421            70,637
   Retained earnings from previous years                            151,984,192        125,211,171           191,223
   Net income for the year                                           32,477,257         33,066,958            50,500
   Interim dividends                                                (12,001,829)       (11,587,314)          (17,696)
                                                                 --------------     --------------    --------------
      Total shareholders' equity                                    390,923,710        372,092,296           568,262
                                                                 --------------     --------------    --------------

      Total liabilities and shareholders' equity                    676,549,227        689,714,587         1,053,339
                                                                 ==============     ==============    ==============
________________
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>


                                     F-3
<PAGE>

                  EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

          (Restated for general price-level changes and expressed in
         thousands of constant Chilean pesos of December 31, 2001 and
                          thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                                       For the years ended December 31,
                                                 ---------------------------------------------------------------------
                                                 Note         1999            2000           2001           2001
                                                 ----      ------------   -------------   ------------   -------------
                                                              ThCh$          ThCh$           ThCh$          ThUS$
                                                                                                         (Unaudited
                                                                                                         Note 1 aa)
<S>                                              <C>       <C>            <C>             <C>            <C>
(OPERATING RESULTS
   Net sales                                                416,063,068    458,843,410     481,927,118        736,003
   Cost of sales                                           (259,214,226)  (277,683,559)   (301,613,601)      (460,627)
                                                           ------------   ------------    ------------   ------------
      Gross profit                                          156,848,842    181,159,851     180,313,517        275,376
   Administrative and selling expenses                     (116,991,105)  (124,618,842)   (124,487,558)      (190,118)
                                                           ------------   ------------    ------------   ------------
      Operating income                                       39,857,737     56,541,009      55,825,959         85,258
                                                           ------------   ------------    ------------   ------------

NON-OPERATING INCOME AND EXPENSE:
   Financial income                                          14,573,941     24,892,095      32,477,900         49,601
   Other non-operating income                     22 a)      12,174,682      2,253,236      30,134,104         46,021
   Financial expense                                        (18,139,590)   (20,772,964)    (33,188,219)       (50,685)
   Other non-operating expense                    22 b)     (11,917,632)   (17,403,049)    (26,153,495)       (39,942)
   Share of income (loss) from
   related companies                              10 a)         360,618     (1,319,207)     (1,365,809)        (2,086)
   Amortization of goodwill                                  (4,515,483)    (6,301,251)    (10,713,326)       (16,362)
   Price-level restatement                                   (1,387,181)    (8,456,045)     (9,497,577)       (14,505)
   Exchange gains, net                                        3,778,766      4,988,338       2,779,743          4,245
                                                           ------------   ------------    ------------   ------------
      Non-operating income (expense)                         (5,071,879)   (22,118,847)    (15,526,679)       (23,713)
                                                           ------------   ------------    ------------   ------------

      Income before income tax expense and
        minority interest                                    34,785,858     34,422,162      40,299,280         61,545
Less: Income tax expense                          15 d)      (5,503,255)    (1,872,403)     (7,211,107)       (11,013)
                                                           ------------   ------------    ------------   ------------
      Income before minority interest                        29,282,603     32,549,759      33,088,173         50,532
Less: Income attributable to minority
  interest                                        21             71,949        (72,502)        (21,215)           (32)
                                                           ------------   ------------    ------------   ------------
      Net income                                             29,354,552     32,477,257      33,066,958         50,500
                                                           ============   ============    ============   ============
________________
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>


                                     F-4
<PAGE>


                  EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

          (Restated for general price-level changes and expressed in
         thousands of constant Chilean pesos of December 31, 2001 and
                          thousands of U.S. dollars)
<TABLE>
<CAPTION>
                                                                    For the years ended December 31,
                                                      ----------------------------------------------------------------
                                                         1999             2000             2001           2001
                                                      -------------   ---------------   --------------  --------------
                                                         ThCh$             ThCh$           ThCh$           ThUS$
                                                                                                        (Unaudited
                                                                                                        Note 1 aa)
<S>                                                   <C>              <C>              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Collection of trade receivables                     545,175,210      615,104,710      692,748,550       1,057,971
   Financial income received                            14,313,753        9,926,006       20,792,360          31,754
   Dividends and other distributions received                   --          174,436               --              --
   Collection of other receivables                      19,071,589       37,498,138       24,489,574          37,401
   Payments to suppliers and personnel                (403,428,670)    (456,068,206)    (544,189,605)       (831,090)
   Interest paid                                       (16,486,609)     (22,652,059)     (23,382,432)        (35,710)
   Income tax payments                                 (11,363,961)      (3,326,596)      (2,137,749)         (3,265)
   Other expenses                                       (3,153,526)      (3,433,715)      (3,054,820)         (4,665)
   VAT and other similar items paid                    (73,517,743)     (81,836,887)     (75,717,642)       (115,637)
                                                      ------------     ------------     ------------    ------------
      Net cash provided by operating activities         70,610,043       95,385,827       89,548,236         136,759
                                                      ------------     ------------     ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings from banks and others                     15,231,136       18,568,472      109,882,299         167,813
   Proceeds from issuance of bonds                              --               --      111,245,134         169,894
   Payment of bond issuance costs                               --               --       (1,710,381)         (2,612)
   Other sources of financing, net                              --          (88,869)      (3,257,486)         (4,975)
   Payment of loans                                    (10,836,228)     (13,454,381)    (108,578,638)       (165,822)
   Repayment of bonds                                           --      (37,379,831)    (141,599,947)       (216,253)
   Dividends paid                                      (21,278,920)     (72,631,627)     (58,550,823)        (89,419)
                                                      ------------     ------------     ------------    ------------
      Net cash (used in) provided by financing
        activities                                     (16,884,012)    (104,986,236)     (92,569,842)       (141,374)
                                                      ------------     ------------     ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sales of property, plant and
     equipment and intangible assets                     2,185,975        7,472,113       26,884,247          41,058
   Proceeds from sales of other investments            196,990,755      459,393,387      783,626,324       1,196,760
   Collection of loans to related companies                     --        1,222,809        1,626,369           2,484
   Proceeds from other asset sales                      12,160,807          549,193          141,899             217
   Investments in financial instruments               (171,109,473)    (379,670,567)    (803,840,727)     (1,227,631)
   Additions to property, plant and equipment          (35,802,395)     (27,486,611)     (22,615,896)        (34,539)
   Investments in related companies                    (13,226,252)     (47,601,813)     (15,962,133)        (24,377)
   Loans to related companies                                   --       (1,172,982)              --              --
                                                      ------------     ------------     ------------    ------------
      Net cash (used in) provided by investing
        activities                                      (8,800,583)      12,705,529      (30,139,917)        (46,028)
                                                      ------------     ------------     ------------    ------------
      Net cash flows from operating, financing
        and investing activities                        44,925,448        3,105,120      (33,161,523)        (50,643)

PRICE-LEVEL RESTATEMENT OF CASH AND CASH
  EQUIVALENTS                                            4,843,345         (786,109)      (7,986,764)        (14,696)
                                                      ------------     ------------     ------------    ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS               49,768,793        2,319,011      (41,148,287)        (65,339)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR          46,785,631       96,554,424       98,873,435         153,498
                                                      ------------     ------------     ------------    ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                96,554,424       98,873,435       57,725,148          88,159
                                                      ============     ============     ============    ============
________________
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

                                     F-5
<PAGE>

                  EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

          (Restated for general price-level changes and expressed in
         thousands of constant Chilean pesos of December 31, 2001 and
                          thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                                        For the years ended December 31,
                                                            ---------------------------------------------------------
                                                               1999           2000           2001           2001
                                                            ------------   -----------   -------------  -------------
                                                               ThCh$           ThCh$          ThCh$         ThUS$
                                                                                                         (Unaudited
                                                                                                         Note 1 aa)
<S>                                                         <C>            <C>            <C>                <C>
RECONCILIATION BETWEEN NET INCOME AND NET CASH FLOWS
  PROVIDED BY OPERATING ACTIVITIES:
Net income                                                   29,354,552     32,477,257     33,066,958         50,500
Income on sales of assets:
   Loss (gain) on sales of property, plant and equipment        406,412        144,042     (4,001,920)        (6,112)
   Loss on sales of investments and other assets                117,431       (102,158)        (1,818)            (3)
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation                                              42,457,418     41,779,491     40,706,602         62,168
   Amortization of goodwill                                   4,515,483      6,301,251     10,713,326         16,362
   Amortization of intangibles and deferred issuance
     costs                                                      519,601      2,329,138      4,430,520          6,766
   Write-offs and provisions                                  5,250,126     10,910,267      9,851,546         15,045
   Share of income (loss) from affiliate companies, net        (360,618)     1,319,207      1,365,809          2,086
   Price-level restatement                                    1,387,181      8,456,045      9,497,577         14,505
   Exchange gains, net                                       (3,778,766)    (4,988,338)    (2,779,743)        (4,245)
   Other credits to income that do not represent cash
     flows                                                  (11,701,113)   (21,157,750)   (50,853,356)       (77,664)
   Other debits to income that do not represent cash
     flows                                                   12,955,335      9,652,093     37,606,943         57,434
   Income (loss) attributable to minority interest              (71,949)        72,502         21,215             32

Change in operating assets / liabilities:
   Receivables                                                5,621,969     (3,039,183)     6,706,919         10,243
   Inventories                                               (2,899,809)       655,218      7,524,089         11,491
   Other current assets                                        (414,471)     1,974,883     (9,809,406)       (14,981)
   Trade accounts payable and notes payable relating to
     operating activities                                     1,366,947      3,241,403     (1,964,195)        (3,000)
   Interest payable                                           1,133,503        685,555     (4,804,940)        (7,338)
   Income taxes payable                                      (6,594,868)       486,392      2,678,074          4,090
   Trade accounts payable and notes payable relating to
     non-operating activities                                   394,419        247,799     (2,533,130)        (3,869)
   VAT and other similar taxes                               (9,048,740)     3,940,713      2,127,166          3,249
                                                            -----------    -----------    -----------    -----------
      Net cash provided by operating activities              70,610,043     95,385,827     89,548,236        136,759
                                                            ===========    ===========    ===========    ===========
______________
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>


                                     F-6
<PAGE>


                  EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                         AT DECEMBER 31, 2000 AND 2001

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------------------------------------------

Embotelladora Andina S.A. is registered under No. 00124 in the Securities
Registry and is subject to the regulations of the Chilean Superintendency of
Securities and Insurance Companies (the "SVS"):

The primary activity of Embotelladora Andina S.A. ("Andina", and together with
its subsidiaries, the "Company") is the production and sale of Coca-Cola
products and other beverages. The Company has bottling operations in Santiago,
Chile and, through its subsidiaries, in Rio de Janeiro, Espiritu Santo and
Minas Gerais, Brazil, and Mendoza, Cordoba, and Rosario, Argentina. The
Company holds franchises from The Coca-Cola Company covering each of its
Chilean, Brazilian and Argentine operations. The franchise for the Chilean
territory expires in 2003 and may be extended to 2008 at the option of The
Coca-Cola Company. The franchise for the Brazilian territory expires in 2003
and can be extended to 2008 at the option of The Coca-Cola Company. In
Argentina, the Company holds franchises for each of Mendoza, Rosario and
Cordoba, which expire in 2006 and can be extended at the option of The
Coca-Cola Company. Such franchises are expected to be renewed upon expiration.

The repatriation of capital and dividends from the Company's investments in
Brazil is subject to certain restrictions in accordance with local Brazilian
legislation. Earnings may be distributed only out of local currency retained
earnings reported in the tax accounting records. At December 31, 2001, there
are no distributable profits in Argentina or Brazil. There exist US$ 26
million of undistributed profits in Uruguay; it is the intention of the
Company to continue to invest these funds for the foreseeable future.

Legal reorganizations and joint ventures:

On November 22, 2001, Sociedad Andina Bottling Investments Dos S.A. was
incorporated with capital of US$ 100 million, which shall be paid up within a
maximum period of three years from the incorporation date.

On June 29, 2001, Embotelladora Andina S.A. and Cristalerias de Chile S.A.
("Cristalerias") entered into a number of contracts establishing a joint
venture for the PET plastic container business in which these companies were
involved through their respective subsidiaries, Envases Multipack S.A. and
Crowpla Reicolite S.A. This joint venture was undertaken by the Company
through the incorporation of its subsidiary, Andina Inversiones Societarias
S.A., as shareholder of 50% of the shares of Crowpla Reicolite S.A. The
remaining 50% of these shares are owned by Cristalerias. In addition, Crowpla
purchased the necessary assets from Multipack to develop this joint venture.

On October 16, 2001, at the General Extraordinary Shareholders Meeting of
Crowpla, the shareholders agreed to change the Company's name to "ENVASES CMF
S.A." ("CMF"). As a result of the previously described asset purchase, an
unrealized gain of ThCh$1,328,855 was generated, which will be recorded over
the remaining useful life of property, plant and equipment sold to CMF.

On April 1, 2000, the Company terminated the Salucao Pet joint venture entered
into with Continental Pet Technology, which resulted in the spin out of
certain assets and liabilities to Continental Pet Technology, such that
Solucao Pet Ltda. ("Solucao") became 100% owned by Andina Bottling Investment.

                                     F-7
<PAGE>

In October, 2000, the subsidiaries in Brazil controlled by the operating
subsidiary, Rio de Janeiro Refrescos Ltda. ("Refrescos"), were transferred and
merged, resulting in the absorption of the companies Solucao and Transportes
Landa Rio Ltda. Subsequently Refrescos merged with Brazilian Copa
Participacoes Ltda., with Refrescos becoming the surviving company.

On November 30, 1999, the Board of Directors of Andina agreed to modify the
organizational structure of the Company, and subsequently, the administration
of foreign subsidiaries in order to take advantage of additional operating and
non-operating efficiencies. The restructuring was implemented in two phases:

The first phase consisted of:

1.   The merger of the Company's two Argentine subsidiaries, Inversiones del
     Atlantico S.A. ("IASA") and Embotelladora del Atlantico S.A. ("EDASA"),
     forming a single entity with the name EDASA;

2.   The disolution of the Uruguayan investment subsidiary, Inversora Perlock
     S.A.;

3.   The receipt of shares in the subsidiary, Complejo Industrial PET S.A.
     from IASA to liquidate a receivable due from IASA from a previously
     irrevocable capital contribution; and

4.   The acquisition of Solucao Brazilian packing operations through the
     purchase of 50% of the outstanding shares of Solucao from Andina's
     subsidiary, Envases Multipack S.A.

In the second phase, Andina transferred the ownership of the following foreign
subsidiaries to Andina Bottling Investments S.A. (previously EASA Chile S.A.):

1.   Andina's majority interest in EDASA and companies in which EDASA was a
     shareholder, i.e. Cican S.A. (Argentina);

2.   The Brazilian investment company, Brazilian Copa Participacoes Ltda.
     ("BCP"), and companies in which BCP was a shareholder, i.e. Refrescos and
     its subsidiaries;

3.   The Uruguayan investment subsidiary, The Sterling Pacific Corp.
     ("Sterling"); and

4.   Andina's majority shareholder interests in overseas bottling operations,
     Complejo Industrial Pet S.A. in Argentina and Solucao in Brazil.

The reorganization process was completed in December 1999. The unrealized
gains/(losses) between Andina and its subsidiaries from transactions occurring
during the reorganization have been eliminated from the Company's financial
statements.

Acquisitions:

As discussed in Note 10, in March 2000 the indirect subsidiary Refrescos
purchased through a share exchange a new franchise for the sale of carbonated
drinks, beer, and mineral water throughout the northern territory of the state
of Rio de Janeiro, Espiritu Santo, and the southern part of the state of Minas
Gerais previously owned by Nitvitgov Refrigerantes S.A. ("Nitvitgov") for a
total of US$ 75 million. Subsequently, on May 23, 2000, the shareholders
authorized Refrescos to incorporate Nitvitgov, which in addition owned 25% of
Centralli Refrigerantes S.A. The franchise authorizes the production, sale,
and distribution of products under The Coca-Cola Company trademark in the
above-mentioned territories.

                                     F-8
<PAGE>

Accounting policies:

The significant accounting policies of the Company are as follows:

a)   General

The consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in Chile ("Chilean
GAAP") and regulations established by the SVS.

The accompanying financial statements reflect the consolidated results of
operations of Andina and its subsidiaries. All significant intercompany
transactions have been eliminated. The Company consolidates the financial
statements of the companies in which it controls a majority of voting shares
or has the ability, direct or indirect, to direct the management and policies
of the company. The Company owns, directly or indirectly in excess of 99.5% of
the shares of all of its subsidiaries.

The preparation of financial statements in conformity with Chilean GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

b)   Constant currency restatement

The financial statements of the Company have been price-level restated in
order to reflect the effects of changes in the purchasing power of the Chilean
currency during each year. All non-monetary assets and liabilities and all
income statement accounts have been restated to reflect the changes in the
Chilean consumer price index from the date of acquisition, incurrence or
occurrence to the end of the year.

The restatements were calculated using the official consumer price index of
the National Institute of Statistics (the "CPI") and were based on the "prior
month rule", pursuant to which the inflation adjustments are based on the CPI
at the close of the month preceding the close of the respective period or
transaction. This index is considered by the business community, the
accounting profession and the Chilean government to be the index that most
closely complies with the technical requirement to reflect the variation in
the general level of prices in the country and, consequently, is widely used
for financial reporting purposes in Chile.

The values for the CPI used for price-level restatement purposes are as
follows:

                                                  Change over
                                                   Previous
                         Index                    November 30
                       ----------                 ------------
                                                        %

November 30, 1999        102.04                        2.6
November 30, 2000        106.82                        4.7
November 30, 2001        110.10                        3.1


                                     F-9
<PAGE>

By way of comparison, the values for the CPI at each year end are as follows:

                                                  Change over
                                                   Previous
                         Index                    December 31
                       ----------                 ------------
                                                        %

December 31, 1999        102.31                        2.3
December 31, 2000        106.94                        4.5
December 31, 2001        109.76                        2.6

The above-mentioned price-level restatements do not purport to represent
appraisal or replacement values and are only intended to restate all
non-monetary financial statement components in terms of local currency of a
single purchasing power and to include in the net result for each year the
gain or loss in purchasing power arising from the holding of monetary assets
and liabilities exposed to the effects of inflation.

Assets and liabilities that are denominated in index-linked units of account
are stated at the year-end values of the respective units of account. The
principal index-linked unit used in Chile is the UF that changes daily to
reflect the changes in the CPI. Many of the Company's investments are linked
to the UF unit. As the Company's indexed liabilities exceed its indexed
assets, the increase in the index results in a net loss on the indexation in
2001, (net loss on indexation in 2000 and a net gain on indexation 1999).
Values for the UF are as follows (historical pesos per UF):

                                           Ch$
                                      -----------
December 31, 1999                      15,066.96
December 31, 2000                      15,769.92
December 31, 2001                      16,262.66

All amounts in the financial statements and notes are expressed in Chilean
pesos of December 31, 2001 purchasing power, unless otherwise stated. For
comparative purposes, the 1999 and 2000 financial statements, and the amounts
disclosed in the related footnotes, have been restated in terms of Chilean
pesos of December 31, 2001 purchasing power. This updating does not change the
prior year's statements or information in any way except to update the amounts
to Chilean pesos of similar purchasing power.

c)   Assets and liabilities in foreign currency

Assets and liabilities denominated in foreign currencies were translated into
Chilean pesos at the exchange rates reported by the Central Bank of Chile as
follows:

                                     Exchange rates
                                     at December 31,
                          --------------------------------------
Currency                    2000                        2001
- -----------------         ----------                  ----------
                              Ch$                         Ch$
U.S. dollar                 573.65                      654.79
Pesos (Argentina)           573.65                      385.17
Reales (Brazil)             293.37                      282.19


                                     F-10
<PAGE>

d)   Time deposits and marketable securities

Time deposits are shown at cost plus price-level restatements and accrued
interest, which approximates market value.

Marketable securities relate to units in mutual funds which are stated at
redemption value at the end of each year.

Fixed income securities are valued at purchase cost plus accrued interest and
price-level restatements at year-end.

e)   Allowance for doubtful accounts

The allowance for doubtful accounts consists of a general provision determined
on the basis of the aging of debts and additional allowances for specific
customers where collection is doubtful. In the opinion of the Company's
management, the allowances are reasonable and the net balances are
recoverable.

f)   Inventories

Inventories are stated at purchase and/or production cost, adjusted for
price-level restatements and are computed under the average cost method.
Provisions are made for obsolescence on the basic of turnover of raw materials
and finished products. The stated values of inventories do not exceed their
estimated net realizable value.

g)   Recoverable taxes

Recoverable taxes represent a net account receivable for value-added taxes on
purchases and sales.

h)   Income taxes and deferred income taxes

The Company has recognized its current tax obligations in conformity with
current legislation. The effects of deferred income taxes arising from
temporary differences between the basis of assets and liabilities for tax and
financial statement purposes are recorded on the basis of the enacted tax rate
that is in effect and the estimated date of reversal, in conformity with
Technical Bulletin Nos. 60 and 71 issued by the Chilean Institute of
Accountants. Previously unrecorded deferred income taxes at January 1, 2000
are recognized in income as the temporary differences reverse.

Until December 31, 1999, deferred income taxes were recorded on the basis of
timing differences at year end that were not going to be offset by new timing
differences, arising from the same item, between tax and financial results.

i)   Property, plant and equipment and depreciation

Property, plant and equipment are carried at cost plus price-level
restatements less accumulated depreciation. Expenditures for significant
improvements, or replacement parts, which extend the useful life of an asset
for more than one year are capitalized, while maintenance and repair costs are
charged to operations as incurred. Gains and losses arising from normal
retirement and disposal of property, plant and equipment are reflected in
"Other non-operating income and expense".

                                     F-11
<PAGE>

Property, plant and equipment to be disposed of are valued at the lower of the
net realizable value and book value, based on independent appraisals.
Unrealized losses are reflected in the consolidated statement of income under
"Other non-operating expense".

During 1979, the SVS authorized a technical appraisal of certain property,
plant and equipment, which is shown under the heading "Technical reappraisal
of property, plant and equipment".

Depreciation expense, amounting to ThCh$ 42,457,418, ThCh$ 41,779,491 and
ThCh$ 40,706,602 for 1999, 2000 and 2001, respectively, is determined by the
straight-line method based on the estimated useful lives of the revalued
assets, which are as follows:

                                        Years
                                    --------------
Buildings and improvements              25-60
Machinery and equipment                   10
Containers                               2-5
Other                                    1-10


j)   Containers

Containers kept at plants and warehouses, as well as bottles and plastic
containers held by third parties, are stated at cost plus price-level
restatements, net of depreciation. Broken bottles or spoiled containers at
warehouses or plants are expensed in each accounting period.

k)   Deposits for containers

The liability for deposits for containers in circulation is estimated based on
the number of bottles in circulation and the weighted average deposit value
per bottle.

This liability is presented under "Other long-term liabilities" considering
that the number of new bottles in circulation during a year is higher than the
number of bottles returned during the same period.

l)   Computer software

Software currently in use corresponds to computer packages purchased from
third parties and programs developed internally. Software purchased from third
parties is capitalized and amortized over a maximum period of four years.
Disbursements incurred for computer system development and for the use of
Company resources are charged to expense.

m)   Investments in related companies

Investments in companies in which the Company's participation exceeds 10% but
is less than 50% are accounted for using the equity method. The Company's
proportionate share in net income and loss of related companies is recognized
in "Other non-operating income and expense" in the consolidated statements of
income, after eliminating any unrealized profits or losses from transactions
between related companies.

Investments in which the participation is below 10% are accounted for at cost
plus price-level restatements.

                                     F-12
<PAGE>

n)   Intangibles

Intangibles include franchise rights and licenses that are amortized over the
terms of the contracts, not in excess of 20 years.

o)   Goodwill

The Company has classified the cost in excess of fair value of the net assets
of companies acquired in purchase transactions as goodwill. Goodwill generated
on acquisitions is amortized on a straight-line basis over 20 years.
Amortization of goodwill amounted to ThCh$ 4,515,483, ThCh$ 6,301,251 and
ThCh$ 10,713,326 for the years ended December 31, 1999, 2000 and 2001,
respectively.

p)   Transactions under resale agreements

Purchases of securities under resale agreements are recorded at cost.
Applicable interest is recorded as financial income using the straight-line
method on an accrual basis.

q)   Issuance costs

The issuance and placement costs of bonds are shown in "Other current assets"
and "Other long-term assets" and are being amortized on a straight-line basis
over the life of the respective instruments.

Costs include legal, reports on risk classification, printing, and commissions
on issuance and are presented net of accumulated amortization.

r)   Claims for recovery

Claims for recovery represent contractual rights for recovery of contingent
losses from one of the former owners of the Company's Brazilian bottling
subsidiary, Refrescos. Such losses pertain to labor, tax and other matters
that are the subject of legal proceedings for which the former owners have
accepted responsibility, including the cost of conducting appropriate legal
defenses. The claims for recovery are recognized in the full amount of the
accrual for losses and contingencies, which is less than the amounts of
guarantees provided by the former owners.

s)   Bonds payable

Bonds payable includes placement of Yankee Bonds in the US markets and
placement of bonds in UF in Chile, which are carried at par value. The
difference in the par value and the proceeds received, the purchase discount,
is recorded as a deferred asset. This asset is amortized using the
straight-line method over the term of the respective obligations.

t)   Staff severance indemnities

The Company has recorded a liability for long-term service indemnities in
accordance with the collective bargaining agreements entered into with its
employees in Chile. The indemnity is payable to employees at the rate of one
full month's salary for every year of service with the Company. This liability
is shown at the present value of the accrued benefits which was calculated by
applying a real discount rate of 7% per annum to the benefit accrued as of the
end of the year over an average future service period of 15 years.

                                     F-13
<PAGE>

u)   Sales recognition

The Company records sales revenue based on the physical delivery of finished
products to its clients, in accordance with Technical Bulletin No. 70 issued
by the Chilean Institute of Accountants.

v)   Franchise incentives

The Coca-Cola Company, at its sole discretion, provides the Company with
various benefits and incentives, including advertising and promotional
support. The amounts received from The Coca-Cola Company for such support are
included within the captions that compose operating income, depending on the
nature of the support given.

w)   Derivative transactions

The Company enters into forward and swap contracts to cover the risk of
exposure to exchange rate differences on liabilities denominated in United
States dollars.

These hedge instruments are recorded at their market values at the closing
date of the financial statements. Unrealized losses are recognized as a charge
to income and gains are deferred and included in other liabilities (current or
long-term) until realized.

Hedge contracts for anticipated transactions are recorded at market value and
their changes in value are accounted for as unrealized gains or losses. Upon
contract expiration, the deferred gains and losses are recorded in income.

x)   Translation of financial statements in foreign currencies

The financial statements of the non-Chilean subsidiaries of Andina have been
converted to Chilean pesos in accordance with Technical Bulletin No. 64,
"Accounting for Investments Abroad", of the Chilean Institute of Accountants
for the years ended December 31, 1999, 2000 and 2001. Assets and liabilities
from these investments are translated into Chilean pesos at the year end
exchange rate, except that non-monetary assets and liabilities and
shareholders' equity are first expressed at their equivalent value in
historical US dollars. Income and expense items are first translated into US
dollars at the average exchange rate during the month.

y)   Cash flows

For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid investments with a remaining maturity of less than
three months at the closing date of the financial statements, including
securities purchased under resale agreements, to be cash equivalents.

Cash flows from operating activities include all business-related cash flows
as well as interest paid, financial income and, in general, all cash flows not
defined as from financing or investing activities. The operating concept used
in this statement is broader than that in the consolidated statement of
income.

z)   Reclassifications

Certain balances from prior years have been reclassified to conform with
current year presentation.


                                     F-14
<PAGE>

aa)  Translation to U.S. dollars (Unaudited)

The Company maintains its accounting records and prepares its financial
statements in Chilean pesos. The U.S. dollar amounts disclosed in the
accompanying financial statements are presented solely for the convenience
of the foreign reader at the December 31, 2001 closing exchange rate of Ch$
654.79 per US$ 1.00. No representation is made that the Chilean peso amounts
could have been, or could be, converted into U.S. dollars at that rate or at
any other rate.

NOTE 2 - CHANGES IN ACCOUNTING PRINCIPLES
- -----------------------------------------

Effective January 1, 2000, the Company began applying Technical Bulletin No.
60 of the Chilean Institute of Accounts concerning deferred income taxes. This
bulletin requires the recognition of deferred income taxes for all temporary
differences, whether recurring or not, using an asset and liability approach.
This change resulted in a net credit to income of ThCh$ 3,685,320 during the
year ended December 31, 2000.

The cumulative effect of this accounting change for years prior to 2000
resulted in the recognition of a net deferred tax asset and an offsetting
liability of ThCh$ 1,788,172 at January 1, 2000. The liability and the asset
are being offset over the projected period of reversal of such temporary
differences without affecting net income. However, there will be an effect on
future results arising from the recognition of the reversal of the temporary
differences in the current income tax provisions of such periods.

NOTE 3 - TIME DEPOSITS
- ----------------------

Time deposits, at each year-end were as follows:

                                               At December 31
                               -----------------------------------------------
                                     2000                         2001
                               -----------------            ------------------
                                     ThCh$                         ThCh$
Foreign currency deposits         149,771,469                   18,171,362
                                  -----------                   ----------
      Total                       149,771,469                   18,171,362
                                  ===========                   ==========

NOTE 4 - MARKETABLE SECURITIES
- ------------------------------

Marketable securities at each year-end were as follows:

                                               At December 31
                               -----------------------------------------------
                                     2000                         2001
                               -----------------            ------------------
                                     ThCh$                         ThCh$
Units in mutual funds              15,727,118                   25,574,151
                                  -----------                   ----------
      Total                        15,727,118                   25,574,151
                                  ===========                   ==========


                                     F-15
<PAGE>


NOTE 5 - RECEIVABLES
- --------------------

Receivables (net) at each year-end consisted of the following:

                                               At December 31
                                    ---------------------------------------
                                         2000                    2001
                                    --------------         ----------------
                                         ThCh$                   ThCh$
Trade accounts receivables            40,328,312              30,151,179
Notes receivables                     16,204,892              14,428,072
Miscellaneous accounts receivables     7,000,876              16,662,107
Allowance for doubtful accounts       (5,301,466)             (3,352,347)
                                      ----------              ----------
      Accounts receivable (net)       58,232,614              57,949,011
                                      ==========              ==========

Notes receivable consisted primarily of post-dated checks. Miscellaneous
accounts receivable consisted primarily of advance payments made to suppliers
and amounts due from employees.

Gross balances oustanding for more than 90 days but less than one year were
ThCh$ 8,279,720 and ThCh$ 5,203,105 at December 31, 2000 and 2001,
respectively.

The Company's bad debt expense totaled ThCh$ 1,458,001 in 1999, ThCh$ 506,163
in 2000, and ThCh$ 1,114,908 in 2001.

NOTE 6 - INVENTORIES
- --------------------

Inventories at each year-end consisted of the following:

                                               At December 31
                                    ---------------------------------------
                                         2000                    2001
                                    --------------         ----------------
                                         ThCh$                   ThCh$
Finished products                     10,325,101              9,331,754
Products-in-process                    1,396,766                 56,889
Raw materials                         12,719,308              7,225,199
Raw materials in-transit                 501,175                711,495
                                      ----------             ----------
      Total                           24,942,350             17,325,337
                                      ==========             ==========


Provisions for obsolescence totaled ThCh$ 573,480 and ThCh$ 318,328 at
December 31, 2000 and 2001, respectively.

                                     F-16
<PAGE>

NOTE 7 - OTHER CURRENT ASSETS
- -----------------------------

Other current assets at each year-end were as follows:

                                               At December 31
                                    ---------------------------------------
                                         2000                    2001
                                    --------------         ----------------
                                         ThCh$                   ThCh$
Supplies                               3,663,608              2,404,680
Financial instruments subject to
   repurchase agreements (*)           1,155,968              1,596,065
Prepaid expenses                       2,579,112              2,830,587
Other                                  1,138,134              1,359,828
                                      ----------             ----------
      Total                            8,536,822              8,191,160
                                      ==========             ==========
______________
(*) Represents interest bearing time deposits with remaining maturities of
less than 30 days.

                                     F-17
<PAGE>


NOTE 8 - DERIVATIVES
- --------------------

There were no forward contracts outstanding as of December 31, 2000. The
Company had the following foreign currency forward purchase contracts at
December 31, 2001:

<TABLE>
<CAPTION>
                                                                                                         Fair value
                                                                                                             at
                              Purchase                     Notional       Maturity                      December 31,
           Bank                 date        Currency        amount          date          Currency          2001
- ------------------------     ---------      --------     -------------   ----------       --------      --------------
                                                              ThCh$                                          ThCh$
<S>                          <C>            <C>          <C>             <C>              <C>           <C>
Deutsche Bank                11/26/2001        US$          3,249,216    01/15/2002         Ch$            (106,224)
Deutsche Bank                11/26/2001        US$          3,384,600    02/14/2002         Ch$            (110,650)
Deutsche Bank                11/27/2001        US$          4,099,749    03/14/2002         Ch$            (105,530)
Deutsche Bank                11/27/2001        US$          2,889,987    04/16/2002         Ch$             (74,390)
Deutsche Bank                11/27/2001        US$          2,688,360    05/15/2002         Ch$             (69,200)
Deutsche Bank                11/27/2001        US$          2,486,733    06/13/2002         Ch$             (64,010)
Deutsche Bank                12/04/2001        US$          2,523,807    07/16/2002         Ch$            (101,084)
Deutsche Bank                12/04/2001        US$          3,205,917    08/13/2002         Ch$            (128,404)
Deutsche Bank                12/04/2001        US$          2,455,596    09/17/2002         Ch$             (98,352)
Deutsche Bank                12/10/2001        US$          1,140,088    09/17/2002         Ch$             (26,945)
Pactual Bank                 08/03/2001        US$          1,834,145    01-02-2002          R$            (251,749)
Pactual Bank                 08/15/2001        US$          2,617,067    06/27/2002          R$            (344,656)
Citibank                     11/08/2001        US$          1,086,951    02-01-2002          R$                  --
Citibank                     11/08/2001        US$          2,903,339    03-01-2002          R$                  --
Santander Bank               11/09/2001        US$          2,830,002    04-01-2002          R$            (346,282)
Bank Boston                  11/19/2001        US$          2,643,387    05-02-2002          R$            (273,159)
Bradesco Bank                11/19/2001        US$          2,403,079    06-03-2002          R$            (245,372)
Bradesco Bank                11/19/2001        US$          2,122,829    07-01-2002          R$            (216,211)
Bradesco Bank                11/27/2001        US$          1,566,258    08-01-2002          R$            (120,663)
Itau Bank                    11/27/2001        US$          1,666,441    09-02-2002          R$            (136,083)
Itau Bank                    12/04/2001        US$          1,765,314    10-01-2002          R$            (143,507)
Pactual Bank                 12/04/2001        US$          1,890,379    11-01-2002          R$            (103,430)
Citibank                     12/04/2001        US$          1,965,680    12-02-2002          R$            (107,343)
Pactual Bank                 12/04/2001        US$          2,627,017    01-02-2003          R$            (142,887)
Pactual Bank                 12/19/2001        US$          2,823,464    12/27/2002          R$              32,310
                                                         ------------                                   -----------
        Total                                              60,869,405                                    (3,283,821)
                                                         ============                                   ===========
</TABLE>

Under Chilean GAAP, in accordance with Technical Bulletin No. 57, "Accounting
for Derivative Contracts", certain of these forward contracts have been
designated as hedges of forecasted transactions. The fair value of these
contracts represent a loss of ThCh$ 884,789 that has been deferred until the
contracts are settled as allowed by Chilean GAAP. The remaining contracts that
are not designated as hedges of forecasted transactions have been valued at
fair value with changes in fair value totaling ThCh$ 2,399,032 being
recognized in the income statement under the "Financial Expense" caption.

                                     F-18
<PAGE>

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT
- --------------------------------------

a)   Land, buildings and improvements and machinery and equipment at each
     year-end were as follows:

                                              At December 31
                                 ----------------------------------------
                                    2000                         2001
                                    ThCh$                        ThCh$
Land                              14,822,116                   15,496,623
Buildings and improvements        91,670,912                   96,931,734
Machinery and equipment          258,799,186                  232,401,564
                                 -----------                  -----------
      Total                      365,292,214                  344,829,921
                                 ===========                  ===========

Accumulated depreciation         156,263,333                  164,012,196
                                 ===========                  ===========


b)   Other property, plant and equipment at each year-end were as follows:

                                                  At December 31
                                     ----------------------------------------
                                        2000                         2001
                                        ThCh$                        ThCh$
Containers                            82,785,139                   93,169,224
Furniture, tools and implements       26,079,307                   25,503,436
Marketing and displays                33,904,262                   38,643,325
Vehicles and other fixed assets       12,053,115                   13,992,475
                                     -----------                  -----------
      Total                          154,821,823                  171,308,460
                                     ===========                  ===========

Accumulated depreciation             115,536,188                  136,027,984
                                     ===========                  ===========


c)   Technical reappraisal of property, plant and equipment:

This item represents the increase in value of property, plant and equipment
resulting from a technical reappraisal made by the Company in 1979 under SVS
regulations. Technical reappraisal at each year-end was as follows:

                                          At December 31
                              ---------------------------------------
                                2000                         2001
                                ThCh$                        ThCh$
Land                           1,218,566                    1,218,566
Buildings and improvements       168,963                      168,963
Machinery and equipment          435,627                      435,627
                              ----------                   ----------
      Total                    1,823,156                    1,823,156
                              ==========                   ==========

Accumulated depreciation         502,295                      510,823
                              ==========                   ==========



                                     F-19
<PAGE>

NOTE 10 - INVESTMENTS IN RELATED COMPANIES, GOODWILL AND INVESTMENTS IN
          OTHER COMPANIES

                                                     At December 31
                                             -------------------------------
                                                2000                2001
                                                ThCh$               ThCh$

Investments in equity of related companies     7,062,828          18,404,997
                                             ===========         ===========
Goodwill (net)                               108,729,886         111,264,249
                                             ===========         ===========
Investments in other companies                   376,160             671,902
                                             ===========         ===========


a)   Investments in related companies:

Information concerning investments in related companies was as follows:

<TABLE>
<CAPTION>
                               Ownership percentage at     Investment value at
                                     December 31,              December 31,              Participation in net income
                               -----------------------    ----------------------   ---------------------------------------
                                  2000         2001         2000         2001          1999          2000         2001
                                  ----         ----         ----         ----          ----          ----         ----
                                    %            %          ThCh$        ThCh$        ThCh$         ThCh$         ThCh$
<S>                            <C>            <C>        <C>         <C>           <C>            <C>           <C>
Envases CMF S.A. (1)                 --        50.00            --   12,981,295         --              --        29,373
Cican S.A.                        15.20        15.20     2,734,640    2,728,939     252,458         92,320      (298,648)
Kaik Participacoes S/C Ltda.      11.31        11.31     2,144,532    1,461,808     298,984       (835,753)     (489,572)
Envases Central S.A.              48.00        48.00     1,624,152    1,232,955    (190,824)      (182,627)     (384,414)
Agromax S.A. (2)                  48.62        48.62       499,890           --          --             --       (13,783)
Centralli Refrigerante S.A.
(3)                               25.00        25.00        59,614           --          --       (328,679)     (208,765)
Ruscor Refrigerantes S.A. (4)     50.00           --            --           --          --        (64,468)           --
                                                         ---------   ----------    --------      ----------    ----------
      Total                                              7,062,828   18,404,997     360,618     (1,319,207)   (1,365,809)
                                                         =========   ==========    ========      ==========    ==========
_______________
(1)  As discussed in Note 1), this corresponds to the joint venture between
     the Company and Cristalarias de Chile that was formed on June 29, 2001.
(2)  At December 31, 1999 and 2000, this investment was shown at cost plus
     price-level restatement. The effect of not recognizing the participation
     in net income for 1999 and 2000 was considered to be immaterial by the
     Company's management. In 2001, the Company was valued using the equity
     method. Agromax S.A. had negative equity in 2001.
(3)  Centralli Refrigerante S.A. had negative equity in 2001.
(4)  On February 29, 2000, Refrescos made a cash investment for 50% of the
     shares of Ruscor Refrigerantes S.A., which owned 100% of the shares of
     Nitvitgov. On March 30, 2000, 50% of the shares of Ruscor Refrigerante
     S.A. owned by Refrescos were exchanged for all of the shares of
     Nitvitgov, as a result of which Refrescos became the direct owner of
     Nitvitgov. In addition, Nitvitgov has a 25% interest in Centralli
     Refrigerante S.A.
</TABLE>
                                     F-20
<PAGE>

b)   Goodwill:

The detail of goodwill at each year-end was as follows:

<TABLE>
<CAPTION>
                                                                                  At December 31
                                                                   -------------------------------------------
                                                                        2000                         2001
                                                                        ----                         ----
                                                                        ThCh$                        ThCh$
<S>                                                                <C>                          <C>
Rio de Janeiro Refrescos Ltda.                                        19,594,691                   19,891,378
Complejo Industrial Pet S.A. (1)                                       1,538,835                           --
Nitivitgov Refrigerantes                                              39,263,015                   41,213,938
Embotelladora del Atlantico                                           47,301,277                   48,937,918
Sociedad de Inversiones Libertador Bernardo O'Higgins                  1,032,068                    1,221,015
                                                                   -------------                -------------
      Total                                                          108,729,886                  111,264,249
                                                                   =============                =============
________________
(1)  In 2001, the total balance of Goodwill generated from the purchase of
     Complejo Industrial Pet S.A was charged to income.
</TABLE>


As outlined in Note 1, the investment in Envases CMF S.A. generated goodwill
which was fully amortized, considering the income generated by Envases
Multipack S.A. from the sale of property, plant and equipment to the former
company.

Accumulated amortization was ThCh$ 40,345,760 and ThCh$ 51,059,086 at
December 31, 2000 and 2001, respectively.

c)   Transactions with related companies:

                                     F-21

<PAGE>

<TABLE>
<CAPTION>
                                                                                 Amount of transaction for the
                                                          Type of                   year ended December 31,
         Company                  Relation              transaction            1999           2000          2001
- ---------------------      ---------------------   ---------------------   -------------  ------------  ------------
                                                                               ThCh$          ThCh$         ThCh$
<S>                        <C>                     <C>                     <C>            <C>           <C>
Envases Central S.A.       Equity investee         Sales
                                                   -----
                                                   Raw materials             1,627,746      1,232,853     1,062,554
                                                   Services and other            3,142          1,896         2,548
                                                   Purchases
                                                   ---------
                                                   Finished products         9,276,541      8,650,982     8,371,814
                                                   Services and other            2,254          3,901        34,743
                                                   Commercial accounts
                                                   -------------------
                                                   Loans given                      --      1,162,865       801,720
                                                   Loans received                   --      1,165,620       827,218
                                                   Interest received                --         57,188            --

Coca-Cola de Chile S.A.    Related company
  (1)                        through shareholders  Sales
                                                   -----
                                                   Advertising               4,902,628      4,431,037     2,242,974
                                                   Other                           395          3,327            --
                                                   Purchases
                                                   ---------
                                                   Concentrate              32,219,863     30,769,724    36,651,974
                                                   Advertising                 975,616      2,796,964       285,322

Coca-Cola de Argentina     Related company
  S.A. (1)                   through shareholders  Purchases
                                                   ---------
                                                   Concentrate              29,618,664     19,266,972    13,698,844
                                                   Advertising                 205,474        115,564            --

Coca-Cola Industrias       Related company
  Ltda. CCIL (Brazil)        through shareholders  Purchases
                                                   ---------
                                                   Concentrate              13,370,664     18,761,624            --
                                                   Advertising                      --             --    13,288,400

Recofarma industrias do    Related company
  Amazonas Ltda. (Brazil)    through shareholders  Purchases
                                                   ---------
                                                   Concentrate                      --             --    25,081,921

Cervejarias Kaiser S.A.    Equity investee
  (Brazil)                                         Sales
                                                   -----
                                                   Finished products         2,590,729      4,479,814     4,614,844
                                                   Advertising                      --             --     1,668,374
Centralli refrigerantes    Equity investee
  S.A. (Brazil)                                    Purchases
                                                   ---------
                                                   Finished products                --             --     2,638,416

Cican S.A. (Argentina)     Equity investee         Purchases
                                                   ---------
                                                   Finished products         9,215,075      6,784,494     6,492,260

                                     F-22
<PAGE>
<CAPTION>
                                                                                 Amount of transaction for the
                                                          Type of                   year ended December 31,
         Company                  Relation              transaction            1999           2000          2001
- ---------------------      ---------------------   ---------------------   -------------  ------------  ------------
                                                                               ThCh$          ThCh$         ThCh$
<S>                        <C>                     <C>                     <C>            <C>           <C>
Envases CMF S.A.           Equity investee         Sales
                                                   -----
                                                   Services rendered                --             --       264,591
                                                   Purchases
                                                   ---------
                                                   Raw materials                    --             --     8,456,971
                                                   Services received                --             --       170,991

Envases Italprint S.A.     Director in common      Purchases
                                                   ---------
                                                   Raw materials               701,408        868,373       989,046
                                                   Fixed assets                     --          2,729            --

Envases del Pacifico S.A   Director in common      Purchases
                                                   ---------
                                                   Raw materials                    --         11,710            --
                                                   Labels                           --        712,598       301,160
                                                   Other                            --            722         1,663


Parque Arauco S.A.         Director of Andina,
                             owns 10% or more of   Publicity space
                             the capital             rentals                    37,706         48,934        34,571

Asesorias e Inversiones    Director in common
  Rupanco Ltda.                                    Financial adviser           241,866         79,079            --

Claudio Cabrera B.         Subsidiary manager      Consulting                   20,268         18,949

Inversiones Freire Ltda.   Majority shareholder    Expense reimbursement            --         10,117
</TABLE>

                                     F-23
<PAGE>

d)   Amounts receivable and amounts payable with related companies:

<TABLE>
<CAPTION>
Short Term                                        At December 31, 2000                  At December 31, 2000
                Company                      Receivable           Payable           Receivable           Payable
- ------------------------------------        ------------       -------------      -------------       -------------
                                                ThCh$              ThCh$              ThCh$               ThCh$
<S>                                          <C>                <C>                <C>                 <C>
Coca-Cola de Chile S.A. (1)                           --          3,684,497                 --           2,756,520
Inversiones Freire Ltda.                          25,810                 --                 --                  --
Envases Central S.A. (2)                              --            247,010                 --             709,577
Kaiser (2)                                            --            166,052             48,524                  --
Recofarma Industrias                                  --                 --            720,643                  --
Do Amazonas Ltda.(2)                                  --          2,766,153                 --           2,320,405
Coca-Cola (Argentina) (2)                             --          1,541,873                 --           3,724,786
Coca-Cola (Brazil) (2)                                --          1,036,788                 --           1,526,442
Centralli Refrigerante S.A. (2)                       --            181,827                 --             218,399
Envases del Pacifico S.A. (2)                         --            199,972                 --              18,236
Envases Italprint S.A.                                --            382,258                 --             273,368
Envases CMF S.A.                                      --                 --            632,928                  --
ECPG Net Inc                                          --                 --             10,886                  --
Cican S.A. (Argentina) (2)                            --          1,040,406                 --             586,256
                                             -----------        -----------        -----------         -----------
      Total                                       25,810         11,246,836          1,412,981          12,133,989
                                             ===========        ===========        ===========         ===========
</TABLE>

<TABLE>
<CAPTION>
Long Term Company                                 At December 31, 2000                  At December 31, 2000
                Company                      Receivable           Payable           Receivable           Payable
- ---------------------------------------     ------------       -------------      -------------       -------------
                                                ThCh$              ThCh$              ThCh$               ThCh$
<S>                                         <C>                <C>                 <C>                 <C>
Coca Cola (Chile)                                 26,415                 --             55,713                  --
Centralli Refrigerante S.A. (2)                  120,984                 --             75,627                  --
Coca Cola (Brazil) (2)                                --            209,001                 --                  --
                                             -----------        -----------        -----------         -----------
      Total                                      147,399            209,001            131,340                  --
                                             ===========        ===========        ===========         ===========
_______________
(1)  Reflects shared advertising expenses with Coca-Cola.
(2)  Payable resulting from purchase of finished products.
</TABLE>

                                     F-24

<PAGE>

NOTE 11 - OTHER LONG-TERM ASSETS:
- --------------------------------

Other assets at each year-end were as follows:

<TABLE>
<CAPTION>
                                                                      At December 31
                                                       -------------------------------------------
                                                            2000                         2001
                                                       --------------               --------------
                                                            ThCh$                        ThCh$
<S>                                                     <C>                          <C>
Yankee bonds:
   Endesa                                                 12,191,819                   16,864,519
   Compania Manufacturera de Papeles y Cartones S.A.              --                    6,859,099
   Compania de Telefonos de Chile                                 --                   14,725,308
   Celulosa Arauco Constitucion                                   --                   16,596,915
   Chilgener S.A.                                                 --                   16,248,970
   Banco Santiago S.A.                                            --                    9,668,491
   Enersis S.A.                                                   --                   10,085,690
   Bundes Bank                                                    --                    9,275,668
   Banco Sudamericano                                             --                    3,469,427
   Petroleos Mexicanos                                            --                    7,182,366
   Telefonos de Mexico S.A.                                       --                    3,568,189
   Cemex S.A.                                                     --                    4,199,679
   Bono soberano Argentina                                        --                      667,886
   Empresa Electrica Pehuenche S.A.                               --                    6,730,847
Time deposit - Deutsche Bank AG.                                  --                   53,935,238
Deferred bond issuance costs and bond discounts            3,497,329                    4,362,857
Deferred charges                                           3,040,927                    2,377,889
Non-operating fixed assets                                 2,402,573                    1,507,841
VAT (Argentina)                                            1,572,169                    1,217,995
Claims for recovery and others (*)                         5,172,683                    1,696,208
                                                         -----------                -------------
      Total                                               27,877,500                  191,241,082
                                                         ===========                =============
_______________
(*)  Includes claims for recovery for the acquisition of Refrescos amounting
     to ThCh$ 3,105,025 and ThCh$ 834,857 at December 31, 2000 and 2001,
     respectively. These claims for recovery relate to the terms of the
     purchase of Refrescos by the Company under which the Company has
     guarantees in an aggregate amount of approximately US$ 50.0 million
     (ThCh$ 32,739,500) from Confab S.A. ("Confab"), one of the prior owners
     of Refrescos in connection with the accrual for losses and contingencies
     shown in Note 19. At December 31, 2000 and 2001, these guarantees consist
     of letters of credit from a major Brazilian commercial bank in the amount
     of US$ 6.3 million and US$ 1.3 million, respectively, subject to being
     increased up to US$20 million at the request of the Company, and a
     mortgage on real estate of Confab valued at approximately US$ 30.0
     million by a recognized independent appraiser. As of the date of
     acquisition of Refrescos in 1994, the loss accruals for the contingencies
     amounted to a total of ThCh$ 12,298,004, all of which were recorded as
     claims for recovery under the terms of such purchase. See Note 19.
</TABLE>

                                     F-23
<PAGE>

NOTE 12 - BANK LIABILITIES
- --------------------------

a)   Short-term bank liabilities:

The weighted-average annual interest rates on short-term borrowings (including
short-term lines of credit) outstanding at December 31, 2000 and 2001 were
10.09% and 3.95%, respectively.

At December 31, 2000 and 2001, the Company had approximately Ch$ 115,743
million and Ch$ 102,686 million, respectively, available through short-term
lines of credit. The aggregate used portion of the lines of credit at
December 31, 2000 and 2001 was approximately Ch$ 8,094 million and Ch$ 9,472
million, respectively.

b)   Long-term bank liabilities consist of loans in Brazilian reales and U.S.
     dollars, the terms of which were as follows:

                                                Terms
                                      -----------------------------
Lenders                                  Various banks
Payments of interest                     Semiannually in arrears
Weighted average interest rate           6.88% per annum


The long-term bank liabilities outstanding at each year-end were as follows:

                                                At December 31
                                  ------------------------------------------
                                      2000                         2001
                                  --------------              --------------
                                      ThCh$                        ThCh$
Long-term bank loans.                4,672,262                   62,523,305
Less:  Current portion              (1,369,891)                  (7,189,897)
                                   -----------                -------------
      Total long-term portion        3,302,371                   55,333,408
                                   ===========                =============

Scheduled maturities of the long-term bank liabilities at December 31, 2001
were as follows:


Maturing during the year
ending December 31,                   2001
- ----------------------------   ----------------
                                      ThCh$
2003                                 462,173
2004                                 202,202
2005                               1,557,942
2006                              53,111,091
                                 -----------
      Total                       55,333,408
                                 ===========

                                     F-26
<PAGE>

NOTE 13 - BONDS PAYABLE
- -----------------------

a)   At December 31, 2000 and 2001, the balance of bonds payable, amounting to
     ThCh$ 162,305,613 and ThCh$ 148,180,457, respectively, was recorded at
     par value and was classified as follows:

<TABLE>
<CAPTION>
                                                             At December 31
                                               -----------------------------------------
                                                   2000                         2001
                                               -------------               -------------
                                                   ThCh$                        ThCh$
<S>                                            <C>                        <C>

Current portion of bonds payable:
   Bonds payable in foreign countries             2,914,379                      598,530
   Bonds payable in local market                         --                      593,909
                                                -----------                -------------
      Total current portion of bonds payable      2,914,379                    1,192,439
                                                ===========                =============

Long-term bonds payable:
   Bonds payable in foreign countries           159,391,234                   33,149,398
   Bonds payable in local market                         --                  113,838,620
                                                -----------                -------------
      Total long-term bonds payable             159,391,234                  146,988,018
                                                ===========                =============

      Total bonds portion                       162,305,613                  148,180,457
                                                ===========                =============
</TABLE>

The deferred bond issuance costs and bond discounts are included in "Other
assets" and are amortized on a straight-line-basis over the life of the
respective bond. Amortization is presented as a financial expense.

Accrued interest amounted to ThCh$ 2,914,379 and ThCh$ 1,192,439 at
December 31, 2000 and 2001 and represents the current portion payable.

b)   The terms and conditions of the bonds outstanding at December 31, 2001
     were as follows:

Bonds payable in foreign countries
- ----------------------------------
<TABLE>
<CAPTION>
                                         Series A                     Series B                     Series C
                                ----------------------       --------------------         ----------------------
<S>                             <C>                          <C>                          <C>
Issue date                      October 3, 1997              October 3, 1997              October 3, 1997
Amount of issuance              US$ 150,000,000              US$ 100,000,000              US$ 100,000,000
Basis of readjustment           No adjustment                No adjustment                No adjustment
Amortization term               10 years                     30 years                     100 years
Principal payments              Due October 1, 2027          Due October 1, 2027          Due October 1, 2097
Annual interest rate            7.000%                       7.625%                       7.875%
Interest payments               Semiannually                 Semiannually                 Semiannually
Covenants applicable to the
  issue                         None                         None                         None
</TABLE>

In 2000 and 2001, the indirect subsidiary of Andina located in Uruguay, The
Sterling Pacific Corp S.A., repurchased series C bonds in the market for US$
29,500,000 (US$ 60,500,000 in 2000), series B bonds for US$ 76,000,000 (US$
20,000,000 in 2000) and series A bonds for US$ 113,374,000, which are shown
net of the long-term liabilitiy under Bonds payable.

                                     F-27
<PAGE>

As a result of the favorable difference of bond purchase rates, a net
non-operating income was generated of ThCh$ 3,658,988 (ThCh$ 8,168,539 in
2000), net of the proportional issuance expenses amounting to ThCh$ 3,824,215
(US$ 2,061,999 in 2000).

Bonds payable in local market
- -----------------------------
                                   Series A                      Series B
                               -------------------          ------------------
Issue date                      June 1, 2001                 June 1, 2001
Amount of issuance              UF 3,300,000                 UF 3,700,000
Basis of readjustment           No adjustment                No adjustment
Amortization term               7 years                      25 years
Principal payments              Due June 1, 2008             Due June 1, 2026
Annual interest rate            6.200%                       6.500%
Interest payments               Semiannually                 Semiannually
Covenants applicable to the
  issue                         See Note 19 c)               See Note 19 c)


NOTE 14 - OTHER ACCRUED LIABILITIES
- -----------------------------------

Other accrued liabilities at each year-end are as follows:

                                                     At December 31
                                            ----------------------------------
                                                2000                2001
                                            --------------      --------------
                                                ThCh$               ThCh$
Other accrued liabilities-short term:
   Accrued obligations at year-end (1)         8,306,944           8,380,711
   Publicity contracts                           963,685           1,031,910
   Vacation accrual                            2,538,132           2,152,330
   Staff severance indemnities (2)               436,376             402,126
                                             -----------         -----------
      Total                                   12,245,137          11,967,077
                                             ===========         ===========

Other accrued liabilities-long term:
   Staff severance indemnities (2)             1,648,109           2,185,765
   Banking taxes                               1,096,979           2,072,534
   Accrual for labor contingencies             1,704,175             996,344
   Others                                        880,884             953,602
                                             -----------         -----------
      Total                                    5,330,147           6,208,245
                                             ===========         ===========
_______________

(1)  Accrued obligations at year-end include obligations under, bonuses
     payable to staff, accruals for project expenses and miscellaneous accrued
     expenses.
(2)  Amounts charged to the income statements in 1999, 2000 and 2001 were
     ThCh$ 1,034,238, ThCh$ 1,029,837 and ThCh$ 792,636, respectively.

                                     F-28

<PAGE>

NOTE 15 - INCOME TAXES
- ----------------------

a)   Tax obligations

At December 31, 2001, the Company recorded a provision for income taxes in
conformity with current tax regulations amounting to ThCh$ 3,903,459 (ThCh$
6,092,646 in 2000 and ThCh$ 4,077,952 in 1999).

b)   Retained profits

The balance of the Company's retained tax profits and respective shareholder
credit at December 31, 2001 was as follows:

     Retained profits        Tax rate           Credit
     ----------------        --------         ---------
        ThCh$                   %               ThCh$
     39,999,525                15             5,999,929

c)   Deferred income taxes

Deferred income tax balances at December 31, 2000 and 2001 were as follows:

<TABLE>
<CAPTION>
                                               2000                                          2001
                          ----------------------------------------------  ---------------------------------------------
                                  Assets              Liabilities                Assets              Liabilities
                          -----------------------  ---------------------  -----------------------  --------------------
                              Short        Long-     Short-      Long-      Short-       Long-      Short-     Long-
Temporary differences         -term        term      term        term        term        term        term       term
- ---------------------         -----        ----      ----        ----        ----        ----        ----       ----
<S>                       <C>           <C>        <C>        <C>         <C>        <C>           <C>       <C>
Allowance for doubtful
  accounts                    722,470      51,050        --          --     253,677      357,921         --          --
Vacation accrual              147,783          --        --          --     155,811           --         --          --
Amortization of
  intangibles                      --     108,981        --          --          --      101,677         --          --
Depreciation of
  property, plant and
  equipment                        --     921,447   281,772    7,230,158         --      859,685    221,978   6,509,095
Staff severance
  indemnities                      --          --        --      540,982         --      766,222      4,597     492,371
Other                          91,915     687,757   126,454           --    458,532           --      7,884     129,170
Provision for assets
  written-off                 504,083   1,874,289        --           --         --    3,506,988         --          --
Provision for labor and
  trade lawsuits                   --          --        --           --         --      195,122         --          --
Guarantees on bottles (*)          --          --        --    1,671,900         --           --         --   2,809,168
Tax loss carry-forwards            --   5,215,397        --           --         --   17,849,811         --          --
Complementary accounts,
  net of amortization        (183,171) (5,550,372)       --   (6,772,873)  (130,123)  (5,631,558)        --  (5,851,538)
Valuation allowance
                                   --          --        --           --             (15,364,454)                    --
                            ---------   ---------  --------    ---------   --------   ----------   --------   ---------
      Total                 1,283,080   3,308,549   408,226    2,670,167    737,897    2,641,414    234,459   4,088,266
                            =========   =========  ========    =========   ========   ==========   ========   =========
______________
(*)  Corresponds to net income recognized on the amortization of liability for
     deposits in guarantee, in accordance with Official Letter No. 06017 dated
     October 15, 1999 issued by the SVS.
</TABLE>

As described in Note 1 h), the balances of deferred income taxes and related
complementary accounts have been adjusted to record the effect of rate changes
introduced by the tax reform published in September 2001. This adjustment
generated no significant effects on income for the year.

As a result of the amortization charge to income for deposits in guarantee in
1999 of ThCh$ 10,327,699, a deferred tax liability amounting to ThCh$
1,886,507 was also recognized in 1999.

                                     F-29

<PAGE>

The unamortized offsetting accounts correspond to the accumulated effect of
deferred income taxes which were not recorded until January 1, 2000 when
Technical Bulletin No. 60 was adopted. These offsetting asset and liability
accounts are amortized over the weighted average terms of reversal of the
corresponding temporary differences, which are estimated at 5 and 18 years,
respectively.

d)   Effect on income

<TABLE>
<CAPTION>
                                                        Year ended December 31,
                                         --------------------------------------------------------
                                              1999                2000                 2001
                                         --------------      --------------       ---------------
                                            ThCh$                ThCh$                 ThCh$
<S>                                       <C>                <C>                  <C>
Current income tax expense                 (4,077,952)          (6,092,646)           (3,903,459)
Deferred income tax (expense) benefit      (1,451,859)           3,314,930            12,907,804
Recoverable tax losses                         90,674            1,162,472                     -
Change in valuation allowance                                            -           (15,364,454)
Other                                         (64,118)            (257,159)             (850,998)
                                          -----------        -------------         --------------
  Total income tax expense                 (5,503,255)          (1,872,403)           (7,211,107)
                                          ===========        =============         =============
</TABLE>

e)   Total income before income taxes and minority interest arising from
     different geographic sources is as follows:

<TABLE>
<CAPTION>
                                                                                                     The Company
Year ended December 31,     Chile and other              Brazil               Argentina             (Consolidated)
- -----------------------     ---------------           -------------          --------------        ----------------
                                 ThCh$                   ThCh$                   ThCh$                  ThCh$
<S>                         <C>                       <C>                     <C>                  <C>
         1999                   42,714,479              (7,548,083)               (380,538)            34,785,858
         2000                   48,630,827             (12,893,103)             (1,315,562)            34,422,162
         2001                   60,820,121             (13,741,203)             (6,779,638)            40,299,280
</TABLE>

NOTE 16 - DIRECTORS' REMUNERATION
- ---------------------------------

The Board of Directors of the Company received fees of ThCh$ 581,990, ThCh$
504,813 and ThCh$ 523,081 during the years ended December 31, 1999, 2000 and
2001, respectively.

                                     F-30
<PAGE>

NOTE 17 - FOREIGN CURRENCY
- --------------------------

At each year-end, the Company had the following assets and liabilities
denominated in US dollars, Brazilian reales, and Argentine pesos, which have
been translated into Chilean pesos in accordance with Note 1 c):

<TABLE>
<CAPTION>
                                                      2000                                     2001
                                     -------------------------------------   ---------------------------------------
                                                    Brazilian    Argentine                  Brazilian     Argentine
Assets                                US dollars     reales        pesos      US dollars      reales        pesos
                                     -----------   -----------  ----------   -----------  ------------  ------------
                                                 (in thousands)                           (in thousands)
<S>                                  <C>           <C>           <C>          <C>          <C>            <C>
Cash                                      495        12,519        5,261           704        6,631        15,216
Time deposits                         270,321        11,172           --        27,751           --            --
Marketable securities (net)            22,719            --           --        26,476           --            --
Receivables (net)                       3,700        53,323       26,494         3,374       75,493        20,334
Amounts due from related
  companies                                --            --           --            17          172         1,871
Inventories                                55        17,108       15,518         3,861       21,830         7,856
Other current assets                   35,500        22,108       24,475         2,418        7,756         9,490
Property, plant and equipment         260,208            --           --       228,251           --            --
Investments in related companies           --         7,290        5,469            --        5,180         7,085
Investments in other companies            672            --           --         1,026           --            --
Goodwill (net)                        176,536            --           --       165,587           --            --
Other long-term assets                 33,886        10,751        6,302       277,510        4,328        10,958
                                      -------       -------      -------       -------      -------       -------
  Total assets                        804,092       134,271       83,519       736,975      121,390        72,810
                                      =======       =======      =======       =======                    =======
</TABLE>


<TABLE>
<CAPTION>
                                                    2000                                     2001
                                  --------------------------------------    ---------------------------------------
                                                 Brazilian     Argentine                   Brazilian     Argentine
Liabilities                        US dollars      reales        pesos       US dollars      reales        pesos
                                  ------------  ----------    ----------    ------------  -----------   -----------
                                               (in thousands)                            (in thousands)
<S>                               <C>            <C>           <C>           <C>          <C>            <C>
Obligations with banks and
  financial institutions              8,757        22,147         3,169        85,498        19,400        27,136
Accounts payable                      6,657        38,515        23,790         8,281        40,237        12,559
Provisions                            1,135        22,332         8,023           598        26,817         2,410
Bonds                               274,428            --            --        51,540            --            --
Other                                 5,512         9,392        12,582         3,736        20,289        25,849
                                   --------      --------      --------      --------      --------      --------
Total liabilities                   296,489        92,386        47,564       149,653       106,743        67,954
                                   ========      ========      ========      ========      ========      ========

Total net assets                    507,603        41,885        35,955       587,322        14,647         4,856
                                   ========      ========      ========      ========      ========      ========
</TABLE>

                                     F-31
<PAGE>

NOTE 18 - OTHER LONG-TERM LIABILITIES
- -------------------------------------

Other long-term liabilities are comprised primarily of deposits received for
containers, which are accounted for as described in Note 1 k), and accruals
for losses of Refrescos arising from contingent liabilities. The amounts
outstanding at each year-end were as follows.

                                                  At December 31,
                                        -------------------------------------
                                             2000                  2001
                                        -------------          --------------
                                            ThCh$                 ThCh$

Deposits for bottles and cases (a)         8,791,910             7,113,824
Accrual for losses (Refrescos) (b)         3,105,025               834,857
Other long-term liabilities                1,021,668               738,685
                                         -----------            ----------
  Total                                   12,918,603             8,687,366
                                         ===========            ==========
______________
a)   During 1999, the Company changed its estimate of the liability for
     guarantees on bottles. Previously, the Company's best estimate of the
     liability was represented by the historical value of cash received in
     guarantee for the bottles. In 1999 and in future years, the liability for
     guarantees on bottles is recorded based on the estimated number of
     bottles in circulation, determined by way of regular inventories of
     bottles and by applying a weighted average deposit value per bottle. The
     revised estimate reflects the reduction in the guarantees corresponding
     to bottles destroyed in the market or transferred by clients to third
     parties.

     The effect of this change was to reduce the liability for guarantees on
     bottles and to increase "Other non-operating income" in 1999 by
     ThCh$ 10,327,699 and to recognize a deferred income tax charge of
     ThCh$ 1,886,507. See Note 22.


b)   See Note 19 b)


NOTE 19 - CONTINGENCIES AND COMMITMENTS
- ---------------------------------------

a)   Guarantees

Direct guarantees:
- -----------------

<TABLE>
<CAPTION>
                                       Debtor                         Assets pledged as collateral
                      ---------------------------------------  ----------------------------------------
                                                                                                           Balances
                                                                                                          pending at
                                                                                                           year end
Guarantee creditor                Name              Relation      Guarantee        Type       Book value     2001
- ------------------    -------------------------   -----------  -------------  -------------  -----------  -----------
<S>                   <C>                         <C>          <C>            <C>            <C>          <C>
Uniao Federal         Rio de Janeiro Refrescos    Subsidiary   Warehouse      Warehouse         45,827       77,743
                      Ltda.
Estado Rio de         Rio de Janeiro Refrescos    Subsidiary   Letter of      Letter of             --    1,140,803
  Janeiro             Ltda.                                    credit         credit
Estado Rio de         Rio de Janeiro Refrescos    Subsidiary   Letter of      Letter of             --      235,486
  Janeiro             Ltda.                                    credit         credit
Judicial Authority    Rio de Janeiro Refrescos    Subsidiary   Judicial       Cash           3,624,256          --
                      Ltda.                                    deposit
Banco Galicia         Embotelladom del Atlantico  Subsidiary   Letter of      Industrial       539,238     539,238
                      S.A.                                     credit         pledge
Scotiabank Sud        Embotelladora Andina S.A.   Parent       Performance          --              --     134,248
  Americano                                       Company      bond
Scotiabank Sud        Embotelladora Andina S.A.   Parent       Performance          --              --       4,879
  Americano                                       Company      bond
</TABLE>

                                     F-32
<PAGE>

Indirect guarantees:
- -------------------
<TABLE>
<CAPTION>
Guarantor                Type of Guarantee      Amount          Currency      Transaction
- -----------------------  -----------------  -------------   ----------------  ----------------------------------------
<S>                      <C>                 <C>             <C>               <C>
Various clients          Mortgage               555,000     Argentine pesos   Credit to distributors

Van Derdonkt W. y Cia.   Pledge                  80,000     Argentine pesos   Credit to distributors

Various clients          Policy               11,001.30     U.F.              Advertising contract

Gebo Producci6n          Policy                7,359.84     US$               Change in mechanical work

Unimicro S.A.            Policy               28,560.00     US$               Computer Project Contract

Conelse ingenieria
  S.A.                   Policy                  102.00     U.F.              Electronica work contract

Various clients          Mortgage             6,931,000     Brazilian reales  Credit to distributors

Transporters             Pledge               1,581,000     Brazilian reales  Credit to transporters

CONFAB                   Letter of credit     1,275,000     US$               Purchase of Rio de Janeiro Refrescos Ltda.

CONFAB                   Mortgage            30,000,000     US$               Purchase of Rio de Janeiro Refrescos Ltda.

Russel W. Coffin         Letter of credit    59,000,000     US$               Purchase of Nitvitgov Refrigerantes S.A.
</TABLE>

b)   Contingencies

Andina and its subsidiaries are not involved in any material judicial or
out-of-court litigation that could result in significant gains or losses.
Andina and its subsidiaries have recorded the necessary provisions for the
likely losses arising from current and potential labor, trade or other
lawsuits. Current lawsuits are described below.

Embotelladora Andina S.A.
- -------------------------

Andina has filed a tax lawsuit for assessments made by the Internal Revenue
Service for the concept of VAT and non-allowable tax expenses amounting to
ThCh$ 57,905, plus price-level restatements and interest. The Tax Court issued
a favorable judgement for a partial amount of ThCh$ 23,609, plus price-level
restatement and interest. The Company presented an appeal to the Court of
Appeal in San Miguel on July 3, 2001.

Refrescos
- ---------

Refrescos is liable for labor lawsuits, government taxes, and other
contingencies incurred by the former owners of the Refrescos, amounting to
ThCh$ 834,857 (ThCh$ 3,105,025 in 2000), however, the Company has received
guarantees to this effect as shown in a) above.

Refrescos was subject to administrative and legal proceedings regarding tax
and other related issues, amounting to ThUS$ 1,521 at December 31, 2001. The
Company has fully accrued this liability.

At December 31, 2001, Refrescos was also subject to administrative and legal
proceedings regarding tax and other related issues, amounting to
ThCh$ 6,794,476 (ThCh$ 5,092,241 in 2000). However no reserve was established
because external legal advisors to Refrescos are of the opinion that the
likelihood of loss is remote.

Refrescos is subject to inspections and potential legal proceedings,
particularly with regard to regulatory requirements governing tax and labor
issues. Until the outcome of inspections, legal and administrative proceedings
is determined, the Company and its legal advisors believe no significant
payments will be made in the resolution of these matters, including those
discussed in the paragraphs above.

Complejo Industrial Pet S.A.
- ----------------------------

The Company was subject to labor lawsuits and other related matters for a
maximum amount of ThUS$ 440. The Company has fully accrued this liability.

                                     F-33
<PAGE>

Embotelladora del Atlantico S.A.
- --------------------------------

The Company was subject to labor lawsuits and other related matters for a
maximum amount of ThUS$ 1,513. The Company has fully accrued this liability.

Argentine economic condition
- ----------------------------

At December 31, 2001, assets in Argentina account for 23% of consolidated
assets (22% at December 31, 2000). In addition, investments in Argentina
accounted for 17.8% of equity at December 31, 2001.

It is difficult to forecast the future developments of the Argentine economy
and the consequences on the economic and financial position of Andina's
subsidiaries in that country. Therefore, these financial statements do not
include all the adjustments that could result from such adverse conditions,
and consequently shall be read considering these circumstances.

From the point of view of the Company's management, the consequences of these
uncertainties would not have a significant effect on the financial position of
Embotelladora Andina S.A.

Environmental
- -------------

Andina and its subsidiaries have disbursed ThCh$ 648,414 in 2001 for
improvements to industrial processes, industrial waste flow measurement
equipment, laboratory analysis, environmental impact consulting and other
studies. Future commitments, principally short term commitments, for the same
types of expenditures amount to ThCh$ 104,048.

c)   Commitments

Refrescos
- ---------

Refrescos is committed to pay for advertising contracts amounting to
ThCh$ 856,951, expiring between 2002 and 2007.

d)   Restrictions

The bond issue and placement in the US market for US$350 million is not
subject to covenants or financial ratios and limit restrictions.

The bond issue and placement in the Chilean market for UF 7,000,000 is subject
to the following restrictions:

o    Leverage ratio, defined as the Total debt/shareholders' equity plus
     minority interest, should be less than 1.20.

o    Consolidated assets are to be free of any pledge, mortgage or other
     encumbrance for an amount equal to at least 1.30 times Current
     Consolidated Liabilities (as defined) that not guaranteed by the
     investee.

                                     F-34
<PAGE>

o    Andina must retain and, in no way, sell, assign or dispose of to a third
     party the geographical zone denominated "Region Metropolitana", as a
     franchised territory in Chile of The Coca-Cola Company for the
     preparation, production, sale and distribution of the products and brands
     in accordance with the respective Bottling, Agreement, renewable from
     time to time.

o    Andina must retain and, in no way, sell, assign or dispose of to a third
     party any other territory in Argentina or Brazil which is currently
     franchised to Andina by The Coca-Cola Company for the preparation,
     production, sale, and distribution of the products and brands of The
     Coca-Cola Company as long as the referred territory represents more than
     forty percent of the Company's Consolidated Operating Cash Flows (as
     defined).

                                     F-35

<PAGE>

NOTE 20 - SHAREHOLDERS' EQUITY
- ------------------------------

The movements in the capital and reserves of the Company during each of the
three years ended December 31, 2001 were as follows:

<TABLE>
<CAPTION>
                                                             Retained
                                Paid-in                      earnings
                                capital         Other       from prior     Net income       Interim
                             (1)(2)(3)(4)   reserves (7)       years      for the year     dividends        Total
                            --------------  ------------  -------------  -------------  -------------  -------------
                                 ThCh$          ThCh$          ThCh$          ThCh$          ThCh$          ThCh$
<S>                         <C>             <C>           <C>            <C>            <C>            <C>
At January 1, 1999           161,756,532     7,022,195     151,489,739    44,547,818     (15,476,575)   349,339,709
Prior year income
  allocation                          --            --      29,071,243   (44,547,818)     15,476,575             --
Dividends paid                        --            --      (3,831,784)           --     (11,495,352)   (15,327,136)
Price-level restatement
  of equity                    4,205,670       170,153       4,629,446            --         (65,139)     8,940,130
Accumulated translation
  adjustment of foreign
  investments                         --    21,764,987              --            --              --     21,764,987
Net income for the year               --            --              --    27,193,812              --     27,193,812
                             -----------    ----------     -----------    ----------     -----------    -----------
At December 31,1999          165,962,202    28,957,335     181,358,644    27,193,812     (11,560,491)   391,911,502
                             ===========    ==========     ===========    ==========     ===========    ===========

Balance at December 31,
  1999 restated in
  constant Chilean
  pesos of December 31,
  2001                       179,149,060    31,258,198     195,768,858    29,354,552     (12,479,054)   423,051,614
                             ===========    ==========     ===========    ==========     ===========    ===========

At January 1, 2000           165,962,202    28,957,335     181,358,644    27,193,812     (11,560,491)   391,911,502
Prior year income
  allocation                          --            --      15,633,321   (27,193,812)     11,560,491             --
Dividends paid                        --            --     (57,476,756)           --     (11,495,352)   (68,972,108)
Price-level restatement
  of equity                    7,800,223     1,360,994       7,899,138            --        (145,607)    16,914,748
Accumulated translation
  adjustment of foreign
  investments                         --     7,814,581              --            --              --      7,814,581
Net income for the year               --            --              --    31,500,734              --     31,500,734
                             -----------    ----------     -----------    ----------     -----------    -----------
At December 31, 2000         173,762,425    38,132,910     147,414,347    31,500,734     (11,640,959)   379,169,457
                             ===========    ==========     ===========    ==========     ===========    ===========
Balance at December 31,
  2000 restated in
  constant Chilean
  pesos of December
  31,2001                    179,149,060    39,315,030     151,984,192    32,477,257     (12,001,829)   390,923,710
                             ===========    ==========     ===========    ==========     ===========    ===========

At January 1, 2001           173,762,425    38,132,910     147,414,347    31,500,734     (11,640,959)   379,169,457
Prior year income
  allocation                          --            --      19,859,775   (31,500,734)     11,640,959             --
Dividends paid (5)(6)                 --            --     (46,141,062)           --     (11,495,351)   (57,636,413)
Price-level restatement
  of equity                    5,386,635     1,182,120       4,078,111            --         (91,963)    10,554,903
Accumulated translation
  adjustment of foreign
  investments                         --     6,937,391              --            --              --      6,937,391
Net income for the year               --            --              --    33,066,958              --     33,066,958
                             -----------    ----------     -----------    ----------     -----------    -----------
At December 31, 2001         179,149,060    46,252,421     125,211,171    33,066,958     (11,587,314)   372,092,296
                             ===========    ==========     ===========    ==========     ===========    ===========
__________________
(1)  In accordance with Chilean Law No. 18,046, the amount corresponding to
     the revaluation of paid-in capital has been incorporated in such capital
     at each year-end.
(2)  During 1999, 2000 and 2001, no new shares were offered.
(3)  As of December 31, 2000 and 2001, significant the shareholders were as
     follows:
</TABLE>

                                     F-36
<PAGE>

<TABLE>
<CAPTION>
                                                                               2000
                                                ---------------------------------------------------------------------
                                                                   Number of shares                       Ownership
                                                   Series A            Series B             Total        percentage
                                                -------------      -----------------   --------------   -------------
<S>                                             <C>                <C>                 <C>                 <C>
Inversiones Freire Ltda. (*)                     185,706,603                     --     185,706,603          24.43
Citibank N.A. (1)                                 77,863,164             85,877,982     163,741,146          21.54
Coca-Cola Interamerican Corp.                     40,552,802             40,552,802      81,105,604          10.67
AFPs as a group                                   23,066,906             17,441,217      40,508,123           5.33
Inversiones Hydra (Chile) Ltda. (*)                       --             23,206,484      23,206,484           3.05
Inversiones Santa Virginia Ltda. (*)                      --             23,120,484      23,120,484           3.04
Inversiones Multiples Ltda. (*)                           --             22,906,484      22,906,484           3.01
Inversiones Maxus Lida. (*)                               --             21,394,616      21,394,616           2.81
Inversiones Glouchester Ltda. (*)                         --             21,394,616      21,394,616           2.81
Inversiones APM Ltda. (*)                                 --             21,308,616      21,308,616           2.80
Inversiones Freire Dos Ltda. (*)                  14,300,000                     --      14,300,000           1.88
Inversiones Puerto Sofia Ltda. (*)                        --             13,601,132      13,601,132           1.79
Inversiones Teval S.A. (*)                                --             11,983,646      11,983,646           1.58
Inversiones San Andrds Ltda. (*)                          --              8,927,688       8,927,688           1.17
                                                 -----------         --------------     -----------        -------
  Total shares of majority shareholders          341,489,475            311,715,767     653,205,242          85.91
                                                 ===========         ==============     ===========        =======
  Total number of shareholders                         1,240                  1,276           1,352
                                                 -----------         --------------     -----------
  Total shares outstanding                       380,137,271            380,137,271     760,274,542
                                                 -----------         --------------     -----------
</TABLE>

<TABLE>
<CAPTION>
                                                                               2001
                                                --------------------------------------------------------------------
                                                                   Number of shares                       Ownership
                                                   Series A            Series B             Total        percentage
                                                -------------    -------------------   -------------  --------------
<S>                                              <C>              <C>                   <C>            <C>
Inversiones Freire Ltda. (*)                     185,706,603                     --     185,706,603          24.43
The Bank of New York (1)                          64,853,022             82,947,194     147,800,166          19.44
Coca-Cola Interamerican Corp.                     40,552,802             40,552,802      81,105,604          10.67
Inversiones Mar Adentro Ltda. (*)                         --             38,978,263      38,978,263           5.13
Genesis Chile Fund Limited                        13,035,083             14,328,283      27,363,366           3.60
Inversiones Delfin S.A (*)                                --             26,301,100      26,301,100           3.46
Inversiones Caburga S.A.                                  --             23,349,763      23,349,763           3.07
Inversiones Santa Virginia Ltda. (*)                      --             23,120,484      23,120,484           3.04
Inversiones Glouchester Ltda. (*)                         --             21,394,616      21,394,616           2.81
AFP Provida S.A                                   10,542,583              6,328,531      16,871,114           2.22
Inversiones Freire Dos Ltda. (*)                  14,300,000                     --      14,300,000           1.88
Inversiones Puerto Sofia Ltda. (*)                       --              13,601,132      13,601,132           1.79
                                                 -----------         --------------     -----------        -------
  Total shares of majority shareholders          328,990,093            290,902,118     619,892,211          81.54
                                                 ===========         ==============     ===========        =======
  Total number of shareholders                         1,240                  1,276           1,352
                                                 -----------         --------------     -----------
  Total shares outstanding                       380,137,271            380,137,271     760,274,542
                                                 -----------         --------------     -----------
(1)  Acting as depository for the ADRs
(*)  Company related to controlling shareholder

</TABLE>

The preferential rights of each series of shares are as follows:
Series A: The right to elect 6 of the 7 directors and their respective
alternates.
Series B: The right to receive 10% more of all dividend distributions than
Series A shareholders.
                                     F-37
<PAGE>

(4)  American Depository Receipts

     At December 31, 2001, The Bank of New York, in its capacity as the
     "Depositary Bank", has been consigned 64,853,022 series A shares and
     82,947,144 series B shares in the form of American Depository Receipts
     which correspond to investments maintained by foreign investors.

(5)  Dividends paid during the year ended December 31, 1999 were as follows:

         Number                       Dividend per Share
         ------                       ------------------
         114               Ch$ 4.80 Series A Ch$ 5.28 Series B
         115               Ch$ 4.80 Series A Ch$ 5.28 Series B
         116               Ch$ 4.80 Series A Ch$ 5.28 Series B
         117               Ch$ 4.80 Series A Ch$ 5.28 Series B

         Dividends paid during the year ended December 31, 2000 were as
follows:

         Number                       Dividend per Share
         ------                       ------------------
         118               Ch$   4.80 Series A Ch$  5.28 Series B
         119               Ch$   4.80 Series A Ch$  5.28 Series B
         120               Ch$  12.20 Series A Ch$ 13.42 Series B
         121               Ch$  55.00 Series A Ch$ 60.50 Series B
         122               Ch$   4.80 Series A Ch$  5.28 Series B
         123               Ch$   4.80 Series A Ch$  5.28 Series B

     Dividends paid during the year ended December 31, 2001 were as follows:

         Number                       Dividend per Share
         ------                       ------------------
         124               Ch$   4.80 Series A Ch$  5.28 Series B
         125               Ch$   4.80 Series A Ch$  5.28 Series B
         126               Ch$  53.00 Series A Ch$ 58.30 Series B
         127               Ch$   4.80 Series A Ch$  5.28 Series B
         128               Ch$   4.80 Series A Ch$  5.28 Series B

(6)  Dividends declared and scheduled to be paid subsequent to the end of
     fiscal year 2001 include the following:

         Number                       Dividend per Share
         ------                       ------------------
         129               Ch$ 4.80 Series A Ch$ 5.28 Series B

                                     F-38
<PAGE>

(7)  The balance of Other reserves amounted to ThCh$ 39,315,030 in 2000 and
     ThCh$ 46,252,421 in 2001, and consisted of the following:

<TABLE>
<CAPTION>
                                                                  1999                2000               2001
                                                              -------------     --------------      --------------
                                                                  ThCh$              ThCh$               ThCh$
<S>                                                           <C>                <C>                 <C>
Cumulative translation adjustment                               30,363,564         38,420,396          45,357,787
Reserve for technical reappraisal of property, plant
  and equipment                                                    159,322            159,322             159,322
Other reserves                                                     735,312            735,312             735,312
                                                               -----------        -----------          ----------
Total reserves                                                  31,258,198         39,315,030          46,252,421
                                                               ===========        ===========          ==========
</TABLE>

     The reserve for cumulative translation adjustment complies with Technical
     Bulletin No. 64 of the Chilean Institute of Accountants and Official
     Letter No. 5,294 issued by the SVS.

     The composition of this reserve was as follows:

<TABLE>
<CAPTION>
                                                         Exchange differences
                                                          during the period
                                                     ---------------------------
                                      Balance                                         Transfers of        Balance
         Subsidiary               January 1, 1999    Investment        Liability        reserve      December 31, 1999
         ----------               ---------------    ----------       ----------      ------------   -----------------
                                       ThCh$            ThCh$            ThCh$            ThCh$           ThCh$
<S>                                  <C>             <C>              <C>              <C>             <C>
Rio de Janeiro Refrescos Ltda.       2,614,951        9,553,967               --               --       12,168,918
Solucao Pet Ltda.                      301,812          791,370               --               --        1,093,182
Embotelladora del Atlantico
  S.A.                               2,656,035        8,899,717               --               --       11,555,752
Complejo Industrial Pet S.A.         1,296,398        4,249,314               --               --        5,545,712
                                    ----------       ----------       ----------       ----------       ----------
Total                                6,869,196       23,494,368               --               --       30,363,564
                                    ==========       ==========       ==========       ==========       ==========
</TABLE>


<TABLE>
<CAPTION>
                                                         Exchange differences
                                                          during the period
                                                     ---------------------------
                                      Balance                                         Transfers of        Balance
         Subsidiary               January 1, 2000    Investment        Liability        reserve      December 31, 2000
         ----------               ---------------    ----------       ----------      ------------   -----------------
                                       ThCh$            ThCh$            ThCh$            ThCh$           ThCh$
<S>                               <C>                <C>              <C>             <C>              <C>
Rio de Janeiro Refrescos Ltda.      12,168,918        3,284,920               --        1,411,760       16,865,598
Solucao Pet Ltda.                    1,093,182          318,578               --       (1,411,760)              --
Embotelladora del Atlantico
  S.A.                              11,555,752        3,104,627               --               --       14,660,379
Complejo Industrial Pet S.A.         5,545,712        1,348,707               --               --        6,894,419
                                    ----------       ----------       ----------       ----------       ----------
Total                               30,363,564        8,056,832               --                        38,420,396
                                    ==========       ==========       ==========       ==========       ==========
</TABLE>

<TABLE>
<CAPTION>
                                                         Exchange differences
                                                          during the period
                                                     ---------------------------
                                      Balance                                         Transfers of        Balance
         Subsidiary               January 1, 2001    Investment        Liability        reserve      December 31, 2001
         ----------               ---------------    ----------       ----------      ------------   -----------------
                                       ThCh$            ThCh$            ThCh$            ThCh$           ThCh$
<S>                               <C>                <C>              <C>             <C>              <C>
Rio de Janeiro Refrescos Ltda.      16,865,598       10,813,426               --               --       27,679,024
Embotelladora del Atlantico
  S.A.                              14,660,379       14,464,402               --      (17,041,037)      12,083,744
Complejo Industrial Pet S.A.         6,894,419        5,380,972               --       (6,680,372)       5,595,019
                                    ----------       ----------       ----------      -----------       ----------
Total                               38,420,396       30,658,800               --      (23,721,409)      45,357,787
                                    ==========       ==========       ==========      ===========       ==========
</TABLE>

The reduction in the reserve amounting to ThCh$ 23,721,409 results from
capital decreases in Embotelladora del Atlantico S.A. for US$ 100.0 million
and in Complejo Industrial Pet S.A. for US$ 30.0 million.

                                     F-39
<PAGE>

NOTE 21 - MINORITY INTEREST
- ---------------------------

The proportional equity value which corresponds to minority shareholders in
each affiliate for each year-end was as follows:

                                                 At December 31,
                                        ----------------------------------
                                           2000                   2001
                                        ----------             -----------
                                          ThCh$                   ThCh$
Equity of minority shareholders of:
  Andina Inversiones Societarias S.A.     18,736                 45,577
                                          ------                 ------
    Total                                 18,736                 45,577
                                          ======                 ======

The proportional participation in the consolidated results which corresponds
to the minority shareholders was ThCh$ 71,949, ThCh$ (72,502) and ThCh$
(21,215) in 1999, 2000 and 2001, respectively.

NOTE 22 - OTHER NON-OPERATING INCOME AND EXPENSES:
- --------------------------------------------------

Other non-operating income and expenses included the following items:

a)   Other non-operating income:

<TABLE>
<CAPTION>
                                                                              Year end December 31,
                                                               ---------------------------------------------------
                                                                    1999               2000               2001
                                                               -------------       -----------        ------------
                                                                    ThCh$              ThCh$             ThCh$
<S>                                                            <C>                 <C>                <C>
Gain on sale of property, plant and equipment to Envases
  CMF S.A.                                                               --                 --          5,779,626
Gain on sale of North Fulton Bancshares Inc., shares                     --            981,805                 --
Profit on dissolution of Brazilian package business                      --            562,979                 --
Realization of reserve for cumulative translation
  adjustment (1)                                                         --                 --         23,723,781
Change in estimate for guarantees on bottles (2)                 10,327,699                 --                 --
Other miscellaneous income                                        1,846,983            708,452            630,697
                                                               ------------       ------------       ------------
  Total                                                          12,174,682          2,253,236         30,134,104
                                                               ============       ============       ============
(1)  See Note 20 (Shareholders' equity) for more information.
(2)  See Note 18.
</TABLE>

b)   Other non-operating expense:

<TABLE>
<CAPTION>
                                                                              Year end December 31,
                                                               ---------------------------------------------------
                                                                    1999               2000               2001
                                                               -------------       -----------        ------------
                                                                    ThCh$              ThCh$             ThCh$
<S>                                                            <C>                 <C>                <C>
Impairment of property, plant and equipment (1)                     2,857,610         8,272,754          9,841,758
Staff severance indemnities (2)                                     1,081,434         4,868,900          1,359,220
Write-off of property, plant and equipment                          2,073,094         2,046,111            539,657
Loss on sale of property, plant and equipment                         406,412           144,042          1,777,706
Litigation                                                                 --                --            708,461
Translation adjustment (3)                                          4,193,313          (428,424)        10,036,107
Liquidation of container business                                          --                --            328,585
Other miscellaneous expenses                                        1,305,769         2,499,666          1,562,001
                                                                 ------------      ------------       ------------
  Total                                                            11,917,632        17,403,049         26,153,495
                                                                 ============      ============       ============
                                     F-40

<PAGE>

(1)  In 2001, the indirect subsidiaries, Vital S.A., Envases Mutlipack S.A.,
     Complejo Industrial Pet S.A., Refrescos and Embotelladora del Atlantico
     S.A., wrote off property, plant and equipment and established provisions
     to reflect potential losses on assets held for sale amounting to ThCh$
     335,818 and ThCh$ 9,505,940, respectively. In 2000, Refrescos and
     Embotelladora del Atlantico S.A. had write-offs and provisions amounting
     to ThCh$ 5,814,063 and ThCh$ 2,458,692, respectively.
(2)  Corresponds to losses originated from a number of internal
     reorganizations by Embotelladora Andina and its subsidiaries abroad.
(3)  Corresponds to translation into United States dollars of assets and
     liabilities in Argentine pesos and Brazilian reales of the subsidiaries
     in Argentina and Brazil using the method outlined under Technical
     Bulletin No. 64 issued by the Chilean Institute of Accountants.
</TABLE>

NOTE 23 - NON-CASH INVESTING AND FINANCING ACTIVITIES
- -----------------------------------------------------

The following investing and financing activities did not generate cash flows
during the period, but will generate future cash flows.

<TABLE>
<CAPTION>
                                            Expiration                     Expiration                  Expiration
         Concept                 1999           date           2000           date          2001           date
                            ------------    ----------    ------------    -----------  -------------  -------------
                                 ThCh$                         ThCh$                        ThCh$
<S>                         <C>             <C>           <C>             <C>          <C>            <C>
Expenses
Yankee bond interest                 --          --        (7,688,631)      10-01-01    (8,512,270)      10-01-02
Yankee bond interest         (7,438,441)      04-01-00     (7,688,631)      04-01-01    (8,512,270)      04-01-02
Dividend payment             (4,136,246)      01-26-00     (3,950,570)      01-23-01    (3,831,784)      01-30-02
Fixed asset additions        (2,817,844)         --        (3,808,421)      02-04-01       (59,045)      01-30-02
Fixed asset additions          (262,009)         --                --         --        (3,988,645)      03-03-02
Fixed asset additions          (187,503)        2000               --         --                --             --
Fixed asset additions           (20,940)        2000               --         --          (304,512)      03-28-02
Local bond interest                  --          --                --         --          (593,909)      06-01-02
                            -----------                   -----------                  -----------
Total expenses              (14,862,983)                  (23,136,253)                 (25,802,435)
                            ===========                   ===========                  ===========

Income
  Sale of fixed assets              648       02-29-00         59,797       02-04-01        28,814       02-04-02
  Income tax                  3,251,008       05-31-00      1,859,482       05-31-01     1,496,421       05-31-02
                            -----------                   -----------                  -----------
    Total income              3,251,656                     1,919,279                    1,525,235
                            -----------                   -----------                  -----------
    Total net               (11,611,327)                  (21,216,974)                 (24,277,200)
                            ===========                   ===========                  ===========
</TABLE>


NOTE 24 - SUBSEQUENT EVENTS
- ---------------------------

On January 30, 2002, interim dividend number 129 was paid in the following
amounts: Ch$ 4.80 per Series A share, and Ch$5.28 per Series B share. The
dividends relate to income for the year 2001.

There have been no other subsequent events between December 31, 2001 and the
date on which these financial statements were issued that could significantly
affect their balances or interpretation.

                                     F-41
<PAGE>

NOTE 25 - DIFFERENCE CHILEAN AND UNITED STATES GENERALLY ACCEPTED
          ACCOUNTING PRINCIPLES
- -----------------------------------------------------------------

Chilean GAAP varies in certain important respects from the accounting
principles generally accepted in the United States ("U.S. GAAP"). Such
differences involve methods for measuring the amounts shown in the financial
statements as well as additional disclosures required by U.S. GAAP.

The principal methods applied in the preparation of the accompanying financial
statements which have resulted in amounts that differ from those that would
have otherwise been determined under U.S. GAAP are as follows:

I    Differences in measurement methods:

a)   Inflation accounting

The cumulative inflation rate in Chile as measured by the CPI for the
three-year period ended December 31, 2001 was approximately 10.4%.

Chilean GAAP requires that the financial statements be restated to reflect the
full effects of the loss in the purchasing power of the Chilean peso on the
financial position and results of operations of reporting entities. The
method, described in Note 1, is based on a model which enables calculation of
net inflation gains or losses caused by monetary assets and liabilities
exposed to changes in the purchasing power of local currency. The model
prescribes that the historical cost of all non-monetary accounts be restated
for general price-level changes between the date of origin of each item and
the year-end.

The inclusion of price-level adjustments in the accompanying financial
statements is considered appropriate under the prolonged inflationary
conditions affecting the Chilean economy even though the cumulative inflation
rate for the last three years does not exceed 100%. Accordingly, the effect of
price-level changes is not eliminated in the reconciliation to U.S. GAAP
included under paragraph (l) below.

The price-level restatement was determined under Chilean GAAP by restating the
following non-monetary assets and liabilities as follows:

<TABLE>
<CAPTION>
                                                                             Year end December 31
                                                                 ---------------------------------------------
                                                                  1999                2000                2001
                                                                  ----                ----                ----
                                                                 ThCh$               ThCh$               ThCh$
<S>                                                             <C>                <C>                 <C>

Shareholders' equity                                            (9,650,486)        (17,439,105)        (10,554,903)
Liabilities                                                       (355,119)         (5,120,482)         (8,385,019)
Property, plant, and equipment                                   2,890,756           4,234,560           2,736,742
Current assets                                                     473,694             282,126             148,554
Other assets                                                     5,929,886          10,934,764           7,505,226
                                                                ----------          ----------          ----------

Adjustment of balance sheet accounts                              (711,269)         (7,108,137)         (8,549,400)
Adjustment of income statement accounts                           (675,912)         (1,347,908)           (948,177)
Foreign exchange gain                                            3,778,766           4,988,338           2,779,743
                                                                ----------          ----------          ----------

    Price-level restatement income (expense)                     2,391,585          (3,467,707)         (6,717,834)
                                                                ==========          ==========          ==========
</TABLE>

                                     F-42
<PAGE>

b)       Translation of financial statements of non-Chilean operations

In accordance with Technical Bulletin No. 64, the financial statements of
foreign subsidiaries whose activities do not constitute an extension of the
Chilean Company's operations, or which operate in countries that are exposed
to significant risks, restrictions or inflation/exchange fluctuations must be
remeasured into US dollars and translated into Chilean pesos at the year end
exchange rate. Accordingly, the financial statements of the Company's
subsidiaries in Argentina, Brazil and Uruguay were considered to be operating
in countries that are exposed to significant risks, restrictions and exchange
fluctuations and were prepared in accordance with Chilean GAAP, with the
exception of monetary correction, and then were remeasured into U.S. dollars
as follows:

- -       Monetary assets and liabilities were translated at year-end rates of
        exchange between the U.S. dollar and the local currency.

- -       All non-monetary assets and liabilities and shareholders' equity were
        translated at historical rates of exchange between the U.S. dollar
        and the local currency.

- -       Income and expense accounts were translated at average rates of
        exchange between the U.S. dollar and the local currency.

- -       Any exchange differences were included in the results of operations
        for the period.

Price-level restatement based on Chilean inflation is applied to the beginning
investment value in the Company's books and participation in income is
recorded as described above. The Company compared this value to its
participation in the equity of the investee as remeasured into U.S. dollars
and translated into Chilean pesos. The difference is recorded as an adjustment
to the investment balance and a direct adjustment to shareholders' equity to
the account "Accumulated translation adjustment of foreign investments".

Under this standard, the beginning balances were remeasured into U.S. dollars
and translated into Chilean pesos using the exchange rate at the opening of
the period January 1, 1998 (U.S.$ 1.00=Chilean pesos 439.18).

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

c)       Revaluation of property, plant and equipment

As described in Note 1 i), certain property, plant and equipment has been
reported in the financial statements at amounts determined in accordance with
a technical appraisal. The revaluation of property, plant and equipment is an
accounting principle not generally accepted under U.S. GAAP. The effects of
the reversal of this revaluation as well as the related accumulated
depreciation and depreciation expense for the year is shown below under
paragraph (n).

                                     F-43
<PAGE>

d)       Income taxes

Under Chilean GAAP, as discussed in Note 2, effective January 1, 2000, the
Company began applying Technical Bulletin No. 60 of the Chilean Institute of
Accountants concerning deferred income taxes. Technical Bulletin No. 60
requires the recognition of deferred income taxes for all temporary
differences, whether recurring or not, using an asset and liability approach.
For U.S. GAAP purposes, in prior years the Company applied SFAS No. 109,
"Accounting for Income Taxes", whereby income taxes are also recognized using
substantially the same asset and liability approach, with deferred income tax
assets and liabilities established for temporary differences between the
financial reporting basis and tax basis of the Company's asset and liabilities
at enacted rates expected to be in effect when such amounts will be realized.
Deferred tax assets must be reduced by a valuation allowance when it is more
likely than not such assets will not be realized. After the year ended
December 31, 1999, Chilean GAAP and U.S. GAAP differ due to the recognition
for U.S. GAAP purposes of the reversal of deferred income taxes included in
the U.S. GAAP reconciliation in prior years.

Prior to the implementation of Technical Bulletin No. 60, no deferred income
taxes were recorded if the related timing differences were expected to be
offset in the year that they were projected to reverse by new timing
differences of a similar nature.

The effect of providing for deferred income taxes for the differences between
the amounts shown for assets and liabilities in the balance sheet and the tax
bases of the those assets and liabilities is included in paragraph (n) below
and certain disclosures required under SFAS No. 109 are set forth under
paragraph II a) below.

e)       Accounting for investments in related companies

As shown in Note 10 a), the Company acquired a 15.2% ownership in Cican S.A.
in December 1996. Under Chilean GAAP, this investment has been accounted for
under the equity method. Effective January 1, 1998, the Company also began
accounting for its investment in Cican S.A. on the equity method for U.S. GAAP
purposes. The Company has one of seven board of director positions; is the
second largest shareholder; no single shareholder owns more than 50% of the
Company; and the Company's subsidiary in Argentina transacts a significant
amount of business with Cican S.A. The Company believes that it has the
ability to influence the policies of its investee. The amount of income
recognized under the equity method of accounting for the years ended December
31, 1999, 2000 and 2001, was ThCh$ 252,458, ThCh$ 92,320 and ThCh$ (298,648),
respectively. Prior to 1998, the Company accounted for this investment at cost
less any impairment in value that is other than temporary.

The Company began accounting for its 11.31% interest in Kaik Participacoes S/C
Ltda. under the equity method in 1999 as described in Note 10 a). In prior
years, as appropriate financial information was not available, the Company
accounted for this investment under the cost method. Under U.S. GAAP, as the
Company only holds 11.31% interest and the investee's shares do not trade
on any exchange, the cost method has been applied for all years presented. The
effects are included under paragraph (n) below.

f)       Goodwill

        i)        In accordance with Chilean GAAP, goodwill arising from the
                  Refrescos acquisition was amortized over a period of 10
                  years as from July 1, 1994. Beginning in 1999, in accordance
                  with new rules issued by the SVS, the Company is amortizing
                  the remaining goodwill balance over an original term of 20
                  years. Under U.S. GAAP, this amortization was over a period
                  of 9 years until the year ended December 31, 1997. For the
                  year ended December 31, 1999, the Company conformed its
                  goodwill life to the life used for Chilean GAAP. The effects
                  of differences in goodwill amortization are included under
                  paragraph (n) below.

                                     F-44

<PAGE>

        ii)       Under Chilean GAAP no deferred tax asset was recognized for
                  the tax loss carryforward related to the acquisition of the
                  former subsidiary, Rosario Refrescos S.A. in 1995. Under
                  U.S. GAAP, a deferred tax asset would be recognized for the
                  amount of the tax loss carry forward which is
                  more-likely-than-not to be recoverable. The deferred tax
                  asset calculated at the date of acquisition would be
                  accounted for us a reduction of the goodwill calculated
                  under Chilean GAAP. The effects of the reduced amortization
                  which has arisen as a result of this adjustment to goodwill
                  is included in paragraph (n) below.

       iii)       In accordance with Chilean GAAP, goodwill arising from the
                  acquisition of Nitvitgov was amortized over a period of 20
                  years as from April 1, 2000. For U.S. GAAP purposes as
                  required by SFAS No. 109, the Company evaluated the
                  recoverabiliy of its deferred tax asset for the net
                  operating loss carryforwards of Refrescos, which was fully
                  reserved for U.S. GAAP purposes in prior years, as part of
                  the allocation of the purchase price paid. The Company
                  concluded that its planned merger of Nitvitgov into
                  Refrescos would allow Refrescos to recover the deferred
                  tax asset and, accordingly, goodwill was reduced by the
                  amount of the valuation allowance related to the deferred
                  tax asset that was no longer required. For Chilean GAAP
                  purposes, no deferred tax asset or valuation allowance was
                  recorded in prior years. However, a deferred tax asset and
                  a related complementary account were recognized effective
                  January 1, 2000 upon adoption of Technical Bulletin No.
                  60, see Notes 1 h) and 2. The effects of reduced
                  amortization and recognition of the reversal of the
                  valuation allowance and recognition of a deferred tax
                  asset are included under paragraph (n) below.

g)       Acquisition through the issuance of shares

In December 1996, the Company acquired 78.7% of the capital stock of Inti S.A.
Industrial y Comercial ("INTI") from a subsidiary of The Coca-Cola Company,
resulting in the ownership of substantially all of INTI's shares, and 100% of
the capital stock of Complejo Industrial PET S.A. ("Cipet"), both of which are
located in Argentina. INTI is the Coca-Cola bottler in the province of
Cordoba, Argentina. Cipet is a packaging company in the city of Buenos Aires
that produces containers for the various Coca-Cola bottlers in Argentina.
These acquisitions were recorded at ThCh$ 62,381,287 and were accounted for in
accordance with the purchase method under Chilean GAAP, resulting in goodwill
of ThCh$ 20,850,049 (in pesos of December 1996). Also, in December, 1996,
24,006,926 shares were offered, in accordance with the capital increase of
Andina approved at the Company's Extraordinary Shareholder's Meeting held

in September 1996; 24,000,000 shares were subscribed and paid up by Bottling
Investment Limited at Ch$ 2,264 (in pesos of December 31, 1996) each,
amounting to ThCh$ 54,336,000 (in pesos of December 1996). Additionally,
Coca-Cola purchased; through its subsidiaries Coca-Cola Interamerican
Corporation and Coca-Cola Argentina S.A., 100% of Bottling Investment Limited,
and consequently, its investment in Andina. The remaining shares were
subscribed and paid for by local investors, for a total investment of ThCh$
15,680 (in pesos of December 31, 1996). Under Chilean GAAP, these transactions
were accounted separately. Under U.S. GAAP, both transactions would be
accounted for as an acquisition through the issuance of shares and recorded as
a purchase under Accounting Principles Board Opinion No. 16 "Business
Combinations", whereby the purchase price of the companies would be determined
based on the market price of the Company's shares. The fair value of the
Company's shares issued to The Coca-Cola Company on the date of the
acquisitions was less than the ThCh$ 64,003,200 recorded by the Company as the
purchase price for INTI and Cipet. Under U.S. GAAP, the difference is
accounted for as a reduction of the goodwill and equity calculated under
Chilean GAAP. The effect is included in paragraph (n) below.

                                     F-45

<PAGE>

h)       Joint venture accounting

In accordance with Chilean GAAP, the Company recognized a gain of
ThCh$ 5,779,626 on the sale of properly, plant and equipment to CMF upon the
formation of this joint venture with Cristalerias. In addition, the Company
charged off the basis difference of ThCh$ 1,708,729 between its investment in
and its share of the net equity of the joint venture. Accordingly, the Company
recognized a net gain before income taxes of ThCh$ 4,070,897 under Chilean
GAAP.

Under US GAAP, a gain can be recognized only if appreciated assets (excluding
land) are contributed to a venture, cash or near-cash assets are received, and
no other factors exist that could impact realization of the gain (such as
guarantees of debt, puts or calls that may result in acquisition of the
venture, etc.) Additionally, the gain would be limited to the proportion of
the assets deemed sold and any basis difference would be amortized based on
the lives of the assets that gave rise to the difference. Finally, all
contributions of appreciated assets to the venture would generally be recorded
at the venturer's carrying value.

The shareholders' agreement for CMF that establishes joint control of the
venture also contains provisions that could require the Company to purchase
Cristalerias' shares of CMF. Accordingly, the gain recognized for Chilean GAAP
is not considered realized under US GAAP. The effects of reversing the gain
and charge-off of the basis difference in the investment, amortizing the basis
difference in accordance with US GAAP and adjusting the results of CMF for the
Company's share of the amortization of excess value assigned to the assets of
CMF under Chilean GAAP are included in paragraph (n) below.

i)       Investment securities

Under Chilean GAAP, debt securities which are not classified as trading
securities are carried at cost plus price-level restatement. Under U.S. GAAP,
debt securities that are not classified as trading securities (nor as
held-to-maturity securities) are reported at fair value, with unrealized gains
and losses excluded from earnings and reported in other comprehensive income.
The effect is included in paragraph (l) below.

j)       Staff severance indemnities

Pursuant to collective bargaining agreements between the Company and certain
of its employees, the Company is committed to provide a payment to each of
these employees based upon total years of service. See Note 1 t). Under Chilean
GAAP, the financial statements include a liability which is the current
monthly salary times the years of services at the closing date, discounted at
a 7% annual rate, over the expected remaining years of service for all
employees covered by such agreements.

Under US GAAP, this arrangement is considered to be a pension plan, and the
liability would be measured by projecting future expected severance payments
using an assumed salary progression rate and discounting the resulting amounts
to their present value.

In practice the Company believes that the salary progression rate will not
differ significantly from the general inflation rate. In the opinion of the
management of the Company, the application of US GAAP would not have produced
results materially different from the acceptable method under Chilean GAAP.

                                     F-46

<PAGE>

k)       Accumulated translation adjustment of foreign investments

As described in Notes 20 and 22 a), the Company recognized a gain upon the
realization of a portion of its Accumulated translation adjustment of foreign
investments account in accordance with Technical Bulletin No. 64. Under
Chilean GAAP, a partial liquidation of an investment in a foreign entity is
deemed to have occurred upon the repatriation of capital or of earnings in
excess of net income for the year. In the case of a partial liquidation, the
proportionate share of the Accumulated translation adjustment of foreign
investments account related to the foreign investment should be reversed and
recorded in the results of the period.

During 2001, the Company repatriated US$ 130 million of capital from its
foreign investments in Argentina representing over 50% of the capital
invested. Accordingly, the Company reversed a proportionate amount of its
Accumulated translation adjustment of foreign investments account and
recognized a gain of ThCh$ 23,723,781 in accordance with Chilean GAAP.

Under US GAAP as set forth in SFAS No. 52, "Foreign Currency Translation", the
Accumulated translation adjustment of foreign investments account is realized
in the results of the period only upon the sale or upon the complete or
substantially complete liquidation of an investment in a foreign entity.  The
effect of reversing this gain for US GAAP is included in paragraph (n) below.

l)       Derivative financial instruments

At December 31, 2001, the Company has derivative contracts consisting of
forward contracts to purchase US dollars. These forward contracts were
obtained principally to protect the Company from foreign exchange risk with
respect to future purchases of raw materials denominated in US dollars in
Chile and Brazil.

Under Chilean GAAP in accordance with Technical Bulletin No. 57, "Accounting
for Derivative Contracts", certain of these forward contract have been
designated as hedges of forecasted transaction. The fair value of these
contracts represent a loss of ThCh$ 884,789 that has been deferred until the
contracts are settled as allowed by Chilean GAAP. The remaining contracts that
are not designated as hedges of forecasted transactions have been valued at
fair value with changes in fair value totaling ThCh$ 2,399,032, being
recognized in the income statement.

Under US GAAP, the Company adopted SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" effective January 1, 2001. SFAS No. 133
requires that all derivative instruments be recognized on the balance sheet at
fair value and that changes in the fair value be recognized in income when
they occur, the only exception being derivatives that qualify as hedges. To
qualify as the derivative instrument as a hedge the Company must meet strict
hedge effectiveness and contemporaneous documentation requirements at the
initiation of the hedge and assess the hedge effectiveness on an ongoing
(quarterly) basis over the life of the hedge.

Since the Company did not have any derivative instruments at December 31,
2000, there was no impact on the US GAAP results upon adoption of the
standard. At December 31, 2001, the Company has recorded all derivative
instruments on the balance sheet at fair value. However, the Company has not
undertaken to qualify the forward contracts designated as hedges for Chilean
GAAP purposes, as hedges for US GAAP purposes. Accordingly, the losses
deferred under Chilean GAAP of ThCh$ 884,789 represent a difference from US
GAAP that is included in paragraph (n) below.

                                     F-47
<PAGE>

m)       Comprehensive income

In accordance with U.S. GAAP, the Company is required to report and display
all comprehensive income in a separate financial statement. Comprehensive
income includes net income and other comprehensive income (revenues, expenses,
gains and losses) that are excluded from net income under generally accepted
accounting principles. The effect of this standard is shown in paragraph (n)
below.

n)       Effects of conforming to U.S. GAAP

The adjustments to reported net income required to conform with U.S. GAAP are
as follows:

<TABLE>
<CAPTION>
                                                                                Year end December 31,
                                                                   -----------------------------------------------
                                                                       1999              2000             2001
                                                                       ----              ----             ----
                                                                      ThCh$             ThCh$             ThCh$
<S>                                                                <C>               <C>               <C>

Net income as shown in the Chilean GAAP financial statements        29,354,552        32,477,257        33,066,958
Reversal of additional depreciation on revaluation of
  property, plant and equipment (paragraph c)                           10,962             8,877             8,528
Adjustment to deferred income tax provision (paragraph d)          (2,768,0339)          654,823         2,290,633
Difference in accounting for investments in related
  companies (paragraph e)                                             (156,974)          659,575         1,108,755
Amortization of goodwill (paragraph f)                                 782,253           426,246         1,396,971
Acquisition through the issuance of shares (paragraph g)               757,146           757,146           757,146
Joint venture accounting (paragraph h)                                      --                --        (3,801,019)
Accumulated translation adjustment of foreign investments
  (paragraph k)                                                             --                --       (23,723,781)
Derivative financial instruments (paragraph 1)                              --                --          (884,789)
                                                                   -----------       -----------       -----------
Net income in accordance with U.S. GAAP                             27,979,900        34,983,924        10,219,402
                                                                   ===========       ===========       ===========

Income before extraordinary gain                                    27,979,900        28,040,666         7,109,262
Extraordinary gain on repurchase of series A, B and C bonds,
  net of tax                                                                --         6,943,258         3,110,140
                                                                   -----------       -----------       -----------
Net income                                                          27,979,900        34,983,924        10,219,402
                                                                   ===========       ===========       ===========

Components of other comprehensive income:
Accumulated translation adjustment for foreign investments          23,494,367         8,056,833        30,661,172
Unrealized gain on investment securities, net of applicable
  income tax of ThCh$ 71,270 in 1999, ThCh$ 41,802 in 2000
  and ThCh$ 87,174 in 2001 (paragraph h)                               403,863           236,875           493,985
                                                                   -----------       -----------       -----------
Comprehensive income in accordance with U.S. GAAP
  (paragraph i)                                                     51,878,130        43,277,632        41,374,559
                                                                   ===========       ===========       ===========
                                     F-48
<PAGE>

</TABLE>

The Company's earnings per share is as follows:

<TABLE>
<CAPTION>

                                                                     Year end December 31,
                                             ---------------------------------------------------------------------
                                                     1999                    2000                   2001
                                                     ----                    ----                   ----
                                              ThCh$       ThCh$       ThCh$      ThCh$         ThCh$        ThCh$
                                             Series A    Series B   Series A    Series B      Series A     Series B
<S>                                          <C>         <C>         <C>          <C>         <C>          <C>

Income before extraordinary gain               34.96       38.46       35.13        38.64        8.91         9.80
Extraordinary gain on repurchase of
  Series A, B and C bonds, net of tax             --          --        8.70         9.57        3.90         4.29
                                             -------     -------     -------      -------     -------      -------

Net income                                     34.96       38.46       43.83        48.21       12.81        14.09
                                             =======     =======     =======      =======     =======      =======

Weighted average number of common stock
  outstanding (thousands of shares)          380,137     380,137     380,137      380,137     380,137      380,137
                                             =======     =======     =======      =======     =======      =======

</TABLE>

The adjustments required to conform shareholders' equity to U.S. GAAP are as
follows:

<TABLE>
<CAPTION>

                                                                                       At December 31,
                                                                                       ---------------
                                                                                 2000                   2001
                                                                                 ----                   ----
                                                                                 ThCh$                  ThCh$
<S>                                                                           <C>                    <C>

Shareholders' equity as shown in the Chilean GAAP financial
  statements                                                                  390,923,710             372,092,296
Reversal of revaluation of property, plant and equipment
  (paragraph c)                                                                (1,320,860)             (1,312,332)
Adjustment to deferred income taxes (paragraph d)                                (994,031)              1,209,428
Difference in accounting for investments in related companies
  (paragraph e)                                                                  (207,450)                901,305
Amortization of goodwill (paragraph f)                                         (9,471,334)             (8,074,363)
Acquisition through the issuance of shares (paragraph g)                       (4,542,874)             (3,785,728)
Joint venture accounting (paragraph h)                                                 --              (3,801,019)
Unrealized (loss) gain on investment securities (paragraph i)                    (301,992)                279,166
Derivative financial instruments (paragraph 1)                                         --                (884,789)
                                                                              -----------             -----------
    Shareholders' equity in accordance with U.S. GAAP                         374,085,169             356,623,964
                                                                              ===========             ===========
</TABLE>
                                     F-49
<PAGE>

The changes in shareholders' equity determined under U.S. GAAP were as follows
(all amounts are expressed in thousands of Chilean pesos at December 31,
2001):

<TABLE>
<CAPTION>
                                                                                                      ThCh$
                                                                                                      -----
<S>                                                                                               <C>

BALANCE AT DECEMBER 31, 1998                                                                       368,290,427

Distribution of dividends                                                                          (16,699,027)
Increase in accumulated translation adjustment of foreign investments                               23,494,367
Decrease in net unrealized losses on investment securities                                             403,863
Net income for the year                                                                             27,979,900
                                                                                                 -------------

BALANCE AT DECEMBER 31, 1999                                                                       403,469,530

Distribution of dividends                                                                          (72,661,993)
Increase in accumulated translation adjustment of foreign investments                                8,056,833
Decrease in net unrealized losses on investment securities                                             236,875
Net income for the year                                                                             34,983,924
                                                                                                 -------------

BALANCE AT DECEMBER 31, 2000                                                                       374,085,169

Distribution of dividends                                                                          (58,835,764)
Increase in accumulated translation adjustment of foreign investments                               30,661,172
Decrease in net unrealized losses on investment securities                                             493,985
Net income for the year                                                                             10,219,402
                                                                                                 -------------
BALANCE AT DECEMBER 31, 2001                                                                       356,623,964
                                                                                                 =============
</TABLE>

                                     F-50

<PAGE>

II       Additional Disclosure Requirements:

a)       Income taxes

The accounting for income taxes under Chilean GAAP and U.S. GAAP differs for
deferred income taxes. Under U.S. GAAP, as set forth in SFAS No. 109,
"Accounting for Income Taxes", all temporary differences arising as a result
of transactions that have different accounting and tax treatments are
recognized as deferred tax assets and liabilities as of the balance sheet
date. A valuation allowance is provided against deferred tax assets that are
not recoverable on a more-likely-than-not basis. Under Chilean GAAP, as
discussed in Note 2, effective January 1, 2000, the Company began applying
Technical Bulletin No. 60 of the Chilean Institute of Accountants concerning
deferred income taxes. Prior to the implementation of Technical Bulletin No.
60, only deferred tax assets and liabilities that were expected to materialize
in the future were recognized in the financial statements.

The provisions for income taxes included in the consolidated statement of
income were as follows:

<TABLE>
<CAPTION>

                                                                             Year end December 31,
                                                              ----------------------------------------------------
                                                                  1999                2000               2001
                                                                  ----                ----               ----
                                                                  ThCh$              ThCh$               ThCh$
<S>                                                           <C>                <C>                 <C>

Current tax expense as per tax returns                          (4,051,396)        (5,187,333)         (4,754,457)
Deferred tax expense as previously calculated under
  Chilean GAAP                                                  (1,451,859)         3,314,930          (2,456,650)
                                                              ------------       ------------        ------------
Charge for the year under Chilean GAAP                          (5,503,255)        (1,872,403)         (7,211,107)

U.S. GAAP adjustments:

Deferred tax effect of applying SFAS 109 to Chilean GAAP
  results                                                       (2,768,039)           654,823           2,290,633
                                                              ------------       ------------        ------------
Charge for the year under U.S. GAAP                             (8,271,294)        (1,217,580)         (4,920,474)
                                                              ============       ============        ============

</TABLE>

The above table can be broken down into geographic sources as follows:

<TABLE>
<CAPTION>

                                                   Chilean and                                         The Company
1999                                                 others            Brazil          Argentina     (Consolidated)
- ----                                                 ------            ------          ---------     --------------
<S>                                                <C>              <C>               <C>              <C>

Current tax expense as per tax return              (4,114,989)          (3,859)           67,452       (4,051,396)

Deferred tax (expense) benefit as previously
  calculated under Chilean GAAP                    (1,033,743)        (436,468)           18,352       (1,451,859)
                                                   ----------       ----------        ----------       ----------
Charge for the year under Chilean GAAP             (5,148,732)        (440,327)           85,804       (5,503,255)
U.S. GAAP adjustments:
Deferred tax effect of applying SFAS 109           (1,099,433)              --        (1,668,606)      (2,768,039)
                                                   ----------       ----------        ----------       ----------
Charge for the year under U.S. GAAP                (6,248,165)        (440,327)       (1,582,802)      (8,271,294)
                                                   ==========       ==========        ==========       ==========

                                     F-51

<PAGE>

                                                   Chilean and                                         The Company
2000                                                 others            Brazil          Argentina     (Consolidated)
- ----                                                 ------            ------          ---------     --------------

Current tax expense as per tax return              (3,045,416)        (219,759)       (1,922,158)      (5,187,333)
Deferred tax (expense) benefit as previously
  calculated under Chilean GAAP                    (1,103,154)       3,016,624         1,401,460        3,314,930
                                                   ----------       ----------        ----------       ----------
Charge for the year under Chilean GAAP             (4,148,570)       2,796,865          (520,698)      (1,872,403)

U.S. GAAP adjustments:
Deferred tax effect of applying SFAS 109               84,302          111,073           459,448          654,823
                                                   ----------       ----------        ----------       ----------
(Charge) benefit for the year under U.S. GAAP      (4,064,268)       2,907,938           (61,250)      (1,217,580)
                                                   ==========       ==========        ==========       ==========

                                                   Chilean and                                         The Company
2001                                                 others            Brazil          Argentina     (Consolidated)
- ----                                                 ------            ------          ---------     --------------

Current tax expense as per tax return              (5,083,044)              --           328,587       (4,754,457)
Deferred tax (expense) benefit as previously
  calculated under Chilean GAAP                      (978,028)      (2,056,603)          577,981       (2,456,650)
                                                   ----------       ----------        ----------       ----------
Charge for the year under Chilean GAAP             (6,061,072)      (2,056,603)          906,568       (7,211,107)

U.S. GAAP adjustments:
Deferred tax effect of applying SFAS 109            2,165,239          142,353           (16,959)       2,290,633
                                                   ----------       ----------        -----------      ----------
(Charge) benefit for the year under U.S. GAAP      (3,895,833)      (1,914,250)          889,609       (4,920,474)
                                                   ==========       ==========        ==========       ==========
</TABLE>

                                     F-52
<PAGE>

Deferred tax assets (liabilities) as of balance sheet dates are summarized as
follows:

<TABLE>
<CAPTION>
                                                                                   2000                 2001
                                                                                   ----                 ----
                                                                                  ThCh$                 ThCh$
<S>                                                                             <C>                   <C>

Deferred tax assets:
  Tax loss carryforwards                                                          5,215,397            17,849,811
  Vacation accrual                                                                  147,783               155,811
  Allowance for doubtful accounts                                                   773,520               611,598
  Depreciation                                                                      921,447               859,685
  Joint venture accounting                                                               --             1,208,442
  Provision for assets written-off                                                2,378,372             3,506,988
  Amortization of intangibles                                                       108,981               101,677
  Provision for labor and trade lawsuits                                                 --               195,122
  Staff severance indemnities                                                            --               766,222
  Other                                                                             824,971               549,375
Less: Valuation allowance                                                                --           (15,364,454)
                                                                              -------------         -------------
    Total deferred tax assets                                                    10,370,471            10,440,277
                                                                              -------------         -------------
Deferred tax liabilities:
  Depreciation                                                                   (7,511,930)           (6,731,073)
  Staff severance indemnities                                                      (540,982)             (496,968)
  Guarantees on bottles                                                          (1,671,900)           (2,809,168)
  Other                                                                            (126,454)             (137,054)
                                                                              -------------         -------------
    Total deferred tax liabilities                                               (9,851,266)          (10,174,263)
                                                                              -------------         -------------

Net deferred tax (liabilities) assets under U.S. GAAP                               519,205               266,014
                                                                              =============         =============

Net deferred tax (liabilities) assets under Chilean GAAP                          1,513,236              (943,414)
                                                                              =============         =============

Effect of U.S. GAAP adjustments on deferred income taxes                           (994,031)            1,209,428
                                                                              =============         =============
</TABLE>
                                     F-53
<PAGE>

The provision for income taxes differs from amount of income tax determined by
applying the applicable Chilean statutory income tax rate to pretax income
calculated according to U.S. GAAP as a result of the following:

<TABLE>
<CAPTION>
                                                                               Year end December 31,
                                                                 ------------------------------------------------
                                                                     1999              2000               2001
                                                                     ----              ----               ----
                                                                    ThCh$              ThCh$             ThCh$
<S>                                                             <C>                <C>                <C>

Income tax provision at statutory Chilean tax rates                5,482,526         5,430,225          2,270,981
Increase (decrease) in provision resulting from:
  Tax effects resulting from foreign operations                   (1,094,748)          290,106            714,394
  Permanent differences                                            1,855,852        (3,748,735)       (15,611,501)
  Effect of remeasurement to U.S. dollars (Brazil and
    Argentina)                                                     1,551,525          (145,664)         3,461,616
  Change in valuation allowance                                      445,759          (465,647)        15,364,454
  Adjustments in prior year income taxes                                  --                --           (295,754)
  Other                                                               30,380          (142,705)          (983,716)
                                                                  ----------        ----------         ----------
    Effective tax provision                                        8,271,294         1,217,580          4,920,474
                                                                  ==========        ==========         ==========
</TABLE>

The Chilean statutory first category (corporate) income tax rate was 15% for
1999, 2000 and 2001. In accordance with Chilean law, Andina and each of its
subsidiaries computes and pays income taxes on a separate basis.

The Brazilian federal statutory income tax rate was approximately 25% for
1999, 2000 and 2001. Ordinarily, an additional surtax of 12% for 1999 and 9%
for 2000 and 9% for 2001 by way of Social Contribution (CS), similar in nature
to income tax, is charged on net income. In view of tax losses for the years
ended December 31, 1999, 2000 and 2001, no such levy was due by the Company
for such periods.

The Argentine income tax rate was 35% for 1999, 2000 and 2001, in accordance
with currently enacted tax legislation.

The Company had net operating tax loss carryforwards related to the Brazilian
subsidiaries of approximately ThCh$ 56,092,151 at December 31, 2001 that can
be carried forward indefinitely. The Chilean tax loss carryforwards, totaling
ThCh$ 54,093,027, can also be carried forward indefinitely.

                                     F-54
<PAGE>

b)       Statement of cash flows:

For the purpose of the statement of cash flows using U.S. GAAP
classifications, the Company considers all highly liquid investments purchased
with an original maturity of three months or less to be cash equivalents. In
accordance with the Company's policy, certain cash equivalents that are
managed as part of the Company's investment portfolio are excluded from the
amount shown as cash and cash equivalents in the statement of cash flows. The
detail of cash and cash equivalents is as follows:

<TABLE>
<CAPTION>

                                                                               Year end December 31,
                                                                 ------------------------------------------------
                                                                     1999              2000               2001
                                                                     ----              ----               ----
                                                                    ThCh$              ThCh$             ThCh$
<S>                                                             <C>              <C>                 <C>

Cash                                                               8,255,294        12,530,835         13,868,565
Time deposits                                                     77,182,811        69,564,985         18,171,362
Marketable securities                                             10,508,543        15,621,647         24,089,156
Repurchase agreements                                                607,776         1,155,968          1,596,065
                                                                ------------      ------------       ------------
    Total cash and cash equivalents                               96,554,424        98,873,435         57,725,148
                                                                ============      ============       ============
</TABLE>

Additional cash flow disclosure required by U.S. GAAP that are shown net in
Chilean GAAP are as follows:

<TABLE>
<CAPTION>
                                                                               Year end December 31,
                                                                 -------------------------------------------------
                                                                     1999              2000               2001
                                                                     ----              ----               ----
                                                                    ThCh$              ThCh$             ThCh$
<S>                                                             <C>               <C>                <C>

Short-term borrowings with bank and financial institutions         14,599,896        17,804,757         57,499,099
Long-term borrowings with banks and financial institutions            631,240           763,715         52,383,200
Repayment of long-term bank borrowings                            (10,836,228)      (13,454,381)      (108,578,638)
                                                                -------------     -------------      -------------
Net bank borrowings                                                 4,394,908         5,114,091          1,303,661
                                                                =============     =============      =============
</TABLE>

c)       Segment information

The Company operates principally in three segments which comprise the
production and sales of goods for (i) Coca-Cola soft drinks, (ii) Other
beverages (juices, mineral water and beer), and (iii) Packaging. Total
revenues by segment include sales to unaffiliated customers, as reported in
the Company's consolidated income statement, and intersegment sales, which are
accounted for at invoice price.

The Coca-Cola soft drink segment comprises the production and sales of
Coca-Cola, Sprite, Fanta and other Coca-Cola soft drinks. The Other beverages
segment includes the sales of mineral water, fruit juices and, in Brazil,
beer. The Packaging segment consists of the production of PET containers.

The accounting policies for the segments are the same as those described in
"Nature of operations and summary of significant accounting policies".
Operating income is total revenue less operating expenses under Chilean GAAP.
In computing operating income, none of the following items has been added or
deducted: Financial income, Financial expense, Price-level restatement, Other
non-operating income, Other non-operating expense and Income tax expense.

The Company defines identifiable assets by product segment as receivable
balances less specified payables, plus goodwill and fixed assets. Identifiable
long-lived assets by geographic area include all long-term assets, less
long-term deferred income taxes and claims for recovery in Brazil.

                                     F-55
<PAGE>

A summary of the Company's operations by segment calculated under Chilean GAAP
is as follows:

<TABLE>
<CAPTION>
                                                                 At and for the year end December 31,
                                                       ---------------------------------------------------------
                                                           1999                   2000                  2001
                                                           ----                   ----                  ----
                                                           ThCh$                 ThCh$                 ThCh$
<S>                                                   <C>                    <C>                   <C>

Revenue:
Sales to unaffiliated customers:
  Soft drinks                                           350,666,236            401,333,184           419,088,787
  Other beverages                                        41,161,746             36,792,102            43,921,712
  Packaging                                              24,235,086             20,718,124            18,916,619
                                                      -------------          -------------         -------------
    Subtotal                                            416,063,068            458,843,410           481,927,118
                                                      -------------          -------------         -------------

Intersegment sales:
  Soft drinks                                               176,178                394,517                    --
  Other beverages                                        17,237,415             17,560,044            15,267,770
  Packaging                                              25,405,979             20,516,086            15,951,883
  Eliminations                                          (42,819,572)           (38,470,647)          (31,219,653)
                                                      -------------          -------------         -------------
    Subtotal                                                     --                     --                    --
                                                      -------------          -------------         -------------
    Total revenue                                       416,063,068            458,843,410           481,927,118
                                                      =============          =============         =============

Operating income:
  Soft drink                                             31,525,050             50,007,312            48,995,042
  Other beverages                                         6,231,055              6,042,150             6,394,049
  Packaging                                               2,101,632                491,547               436,868
                                                      -------------          -------------         -------------
    Total operating income                               39,857,737             56,541,009            55,825,959
                                                      -------------          -------------         -------------

Depreciation:
  Soft drinks                                            31,865,178             32,874,675            34,791,462
  Other beverages                                         1,576,560              1,399,423             1,371,181
  Packaging                                               9,015,680              7,505,393             4,543,959
                                                      -------------          -------------         -------------
    Total depreciation                                   42,457,418             41,779,491            40,706,602
                                                      -------------          -------------         -------------

Segment assets:
  Soft drinks                                           317,866,856            362,789,074           527,123,383
  Other beverages                                        15,136,689             13,914,809            12,230,824
  Packaging                                              73,406,766             44,339,912            17,472,834
                                                      -------------          -------------         -------------
    Total segment assets                                406,410,311            421,043,795           556,827,041
                                                      -------------          -------------         -------------

Capital expenditures:
  Soft drinks                                            30,933,460             19,935,893            19,512,396
  Other beverages                                           559,154                952,838               863,903
  Packaging                                               3,338,715              1,362,154             1,173,706
                                                      -------------          -------------         -------------
    Total capital expenditures                           34,831,329             22,250,885            21,550,005
                                                      -------------          -------------         -------------
</TABLE>
                                     F-56
<PAGE>

A geographical summary of the Company's operations by segment calculated under
Chilean GAAP is as follows:

<TABLE>
<CAPTION>
                                                                 At and for the year end December 31,
                                                       ---------------------------------------------------------
                                                           1999                   2000                  2001
                                                           ----                   ----                  ----
                                                           ThCh$                 ThCh$                 ThCh$
<S>                                                  <C>                     <C>                  <C>

Revenue:
Sales to unaffiliated customers:
  Chile                                                 194,795,345            193,638,007           190,452,996
  Brazil                                                 76,215,259            129,905,577           140,759,266
  Argentina                                             145,052,464            135,299,826           150,714,856
                                                     --------------         --------------        --------------
    Total revenue                                       416,063,068            458,843,410           481,927,118
                                                     --------------         --------------        --------------

Operating income:
  Chile                                                  39,402,540             43,034,859            39,295,704
  Brazil                                                 (1,555,415)             5,588,145             5,369,127
  Argentina                                               2,010,612              7,918,005            11,161,128
                                                     --------------         --------------
    Total operating income                               39,857,737             56,541,009            55,825,959
                                                     --------------         --------------

Identifiable long-lived assets:
  Chile                                                 127,726,925            118,926,144           271,390,927
  Brazil                                                111,537,428            138,951,416           141,877,224
  Argentina                                             141,787,813            134,904,829           127,142,073
                                                     --------------         --------------        --------------
    Total identifiable long-lived assets                381,052,166            392,782,389           540,410,224
                                                     --------------         --------------        --------------
</TABLE>

A reconciliation of total segment assets by product, and long-lived assets by
country, to total consolidated assets for the years ended December 31, 1999,
2000 and 2001 is as follows:

<TABLE>
<CAPTION>
                                                                            At December 31,
                                                       ---------------------------------------------------------
                                                           1999                   2000                  2001
                                                           ----                   ----                  ----
                   Industry                                ThCh$                 ThCh$                 ThCh$
                   --------
<S>                                                  <C>                     <C>                  <C>

Total segment assets                                    406,410,311            421,043,795           556,827,041
Cash                                                      8,255,294             12,530,835            13,868,565
Financial instruments                                   247,737,091            165,498,587            43,745,513
Amounts due from related parties                          1,878,917                173,209             1,544,321
Recoverable taxes                                        12,790,538              9,381,558             5,473,501
Deferred income taxes                                       881,967              1,513,236               503,438
Investments in related companies                          7,936,485              7,062,828            18,404,997
Investment in other companies                               397,487                376,161               671,902
Intangible assets (net)                                   1,384,790              1,158,630               975,371
Liabilities deducted from segment assets                 57,989,175             57,810,388            47,699,938
                                                     --------------         --------------        --------------
  Total assets                                          745,662,055            676,549,227           689,714,587
                                                     --------------         --------------        --------------

Identifiable long-lived assets                          381,052,166            392,782,389           540,410,224
Current assets                                          360,627,647            280,023,430           148,469,506
Deferred taxes-long term                                    377,459                638,383                    --
Claims for recovery-Brazil                                3,604,783              3,105,025               834,857
                                                     --------------         --------------        --------------
  Total assets                                          745,662,055            676,549,227           689,714,587
                                                     --------------         --------------        --------------
</TABLE>
                                     F-57

<PAGE>

d)       Derivative financial instruments

Derivative financial instruments are used by the Company principally in the
management of its interest rate and foreign currency exposures. The Company
does not hold or issue derivative financial instruments for trading purposes.
Prior to January 1, 2001, deferral (hedge) accounting was applied only if the
derivative reduced the risk of the underlying hedged item and was designated
at inception as a hedge with respect to the hedged item. Additionally, the
derivative was required to achieve results that were expected to be inversely
correlated to those of the hedged item. If a derivative instrument ceased to
meet the criteria for deferral accounting, any subsequent gains and losses
were currently recognized in income. If a hedging instrument was sold or
terminated prior to maturity, gains and losses continued to be deferred until
the hedged item was recognized in income.

Under US GAAP, the Company adopted SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" effective January 1, 2001. SFAS No. 133
requires that all derivative instruments be recognized on the balance sheet at
fair value and that changes in the fair value be recognized in income when
they occur, the only exception being derivatives that qualify as hedges. To
qualify the derivative instrument as a hedge the Company must meet strict
hedge effectiveness and contemporaneous documentation requirements at the
initiation of the hedge and assess the hedge effectiveness on an ongoing
(quarterly) basis over the life of the hedge.

The Company had no derivative financial instruments outstanding at December
31, 2000. At December 31, 2001 the Company had derivative financial
instruments outstanding consisting of forwards to purchase US dollars with a
notional amount of ThCh$ 60,869,405, all of which mature by the end of 2002.
None of these derivative financial instruments were designed as hedges in
accordance with USGAAP.

During 2000 and 2001 the Company entered into forward contracts in its Chilean
and Brazilian operations to manage its exposure associated with respect to
foreign currency commitments in US dollars, which were primarily for raw
materials purchases.

The financial instruments described above involve elements of market risk and
credit risk. Market risk is the possibility that future changes in foreign
exchange or interest rates may make the financial instruments more or less
valuable. Credit risk is the possibility of default by the counterparties. The
loss that the Company would incur if a counterparty defaulted is significantly
less than the instruments' notional value and the loss exposure is the fair
value of the instrument. The Company does not require collateral or other
security for the instruments.

                                     F-58

<PAGE>

e)       Operating income

Under Chilean GAAP, the following income and expenses arising during the years
ended 1999, 2000 and 2001 are classified as "Non-operating income and expense"
whereas under US GAAP they would be included within "Operating income":

<TABLE>
<CAPTION>
                                                                 1999                2000                2001
                                                                 ----                ----                ----
                                                                ThCh$               ThCh$               ThCh$
<S>                                                         <C>                <C>                  <C>

Operating income as reported under Chilean GAAP              39,857,737          56,541,009          55,825,959
Gain on sale of property, plant and equipment to
  Envases CMF S.A.                                                   --                  --           5,779,626
Impairment of property, plant and equipment                  (2,857,610)         (8,272,754)         (9,841,758)
Loss on sale of property, plant and equipment                  (406,412)           (144,042)         (1,777,706)
Staff severances indemnities                                 (1,081,434)         (4,868,900)         (1,359,220)
Litigation                                                           --                  --            (708,461)
Write-off of property, plant and equipment                   (2,073,094)         (2,046,111)           (539,657)
Liquidation of container business                                    --                  --            (328,585)
Change in estimate for guarantees on bottles                 10,327,699                  --                  --
Other miscellaneous income                                    1,043,464                  --                  --
Profit on dissolution of Brazilian packgage business                 --             562,979                  --
                                                            -----------         -----------         -----------
    Operating income under US GAAP format                    44,810,350          41,772,181          47,050,198
                                                            ===========         ===========         ===========
</TABLE>

f)       Concentrations of credit risk

The assets of the Company that are potentially subject to significant
concentrations of credit risk are deposits held with banks and financial
institutions and trade accounts receivable.

The Company holds accounts with a variety of banks and does not hold
significant deposits with any single bank. The Company has a wide customer
base and trades with a large number of small customers. Consequently, the
Company does not believe that it has any significant concentrations of credit
risk at December 31, 2001.

g)       Disclosures regarding the fair values of financial instruments

The estimated fair values of the Company's financial instruments were as
follows:

<TABLE>
<CAPTION>
                                                                          At December 31,
                                               ------------------------------------------------------------------
                                                              2000                               2001
                                                              ----                               ----
                                                  Carrying            Fair            Carrying            Fair
                                                   value              value            value              value
                                                   -----              -----            -----              -----
                                                   ThCh$              ThCh$            ThCh$              ThCh$
<S>                                            <C>              <C>               <C>               <C>

Long-term investment in bonds                    12,191,819        11,889,827       126,143,054       126,422,220
Bonds payable                                  (162,305,613)     (146,321,623)     (148,180,457)     (144,550,567)
Foreign currency contracts (net)                         --                --        (2,399,032)       (3,283,821)
</TABLE>

Long-term investment: The fair value of the investment in bonds was determined
based on quoted market prices.

                                     F-59
<PAGE>

Bonds payable: The fair value of bonds payable, including current portion, is
estimated based on the quoted market price of the Company's U.S. dollar
denominated bonds payable.

Foreign currency contracts: The estimated fair values of the forward contracts
are based on quoted market prices at year end.

Management believes that the fair value of the Company's other financial
instruments is not materially different from their respective book values, and
therefore does not believe that the non-disclosure of such information would
have a material effect on a reader's understanding of these financial
statements.

h)       Concentrations of other risks

The majority of the Company's net sales are derived from the distribution of
Coca-Cola soft drinks. The Company produces, markets and distributes Coca-Cola
soft drinks through standard bottler agreements between the Company's
individual bottler subsidiaries and The Coca-Cola Company. Under the Bottler
Agreements, The Coca-Cola Company unilaterally sets the prices for Coca-Cola
soft drink concentrates sold to the Company.

The Company is dependent on The Coca-Cola Company to renew such bottler
agreements. The bottler agreements are subject to termination by The Coca-Cola
Company in the event of default by the Company or upon expiration in
accordance with their respective terms. No assurance can be given that the
bottler agreements will be renewed upon their expiration. Termination or
non-renewal of the bottler agreements would have a material adverse effect on
the Company's business.

The soft drink and non-alcoholic beverage business are highly competitive in
each of the Company's franchise territories. In each of its franchise
territories, the Company competes with bottlers of PepsiCo Inc. as well as
bottlers of regional brands. The Company's soft drink products also compete
generally with other non-alcoholic beverages.

i)       Recent accounting pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, "Business Combinations". SFAS No. 141 requires that the purchase
method of accounting be used for all business combinations initiated after
June 30, 2001; the use of the pooling-of-interests method of accounting is
prohibited after this date. This Statement does not fundamentally change the
guidance for determining the cost of an acquired entity and allocating that
cost to the assets acquired and liabilities assumed. It does establish
specific criteria for the recognition of intangible assets separately from
goodwill and requires unallocated negative goodwill to be written off
immediately as an extraordinary gain (instead of being deferred and
amortized). The Company did not complete any significant acquisitions between
July 1, 2001 and December 31, 2001. Accordingly adoption of SFAS No. 141 had
no impact on the US GAAP results at December 31, 2001.

In July 2001, the FASB also issued SFAS No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 142 eliminates the amortization of goodwill and
instead requires a periodic review of any goodwill balance for possible
impairment. SFAS No. 142 also requires that goodwill be allocated at the
reporting unit level. SFAS No. 142 is effective for years beginning after
December 15, 2001. The Company has not yet completed the transitional
impairment test required by SFAS No. 142 as of January 1, 2002. The Company is
evaluating the effect of this statement on its financial position and results
of operations

                                     F-60
<PAGE>

In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". SFAS No. 143 requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes the
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period and the
capitalized cost is depreciated over the useful life of the related asset.
Upon settlement of the liability, the entity either settles the obligation for
the amount recorded or incurs a gain or loss. SFAS No. 143 is effective for
fiscal years beginning after June 15, 2002. The Company is evaluating the
effect of this Statement on its financial position and results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets". SFAS No. 144 superseded FASB Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets To Be Disposed Of", and the accounting and reporting provisions of
Accounting Principles Board Opinion ("APB") No. 30, "Reporting the Results of
Operations - Reporting on the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions"
for the disposal of a segment of a business (as previously defined in APB No.
30). The FASB issued SFAS No. 144 to establish a single accounting model,
based on the framework established in SFAS No. 121, for long-lived assets to
be disposed of by sale. SFAS No. 144 broadens the presentation of discontinued
operations in the income statement to include a component of an entity (rather
than a segment of business). A component of an entity comprises operations and
cash flows that can be clearly distinguished, operationally and for financial
reporting purposes, from the rest of the entity. SFAS No. 144 also requires
that discontinued operations be measured at the lower of the carrying amount
or fair value less cost to sell. SFAS No. 144 is effective for fiscal years
beginning after December 15, 2001 and should be applied prospectively. The
Company is evaluating the effect of this Statement on its financial position
and results of operations.

j)       Pro Forma Condensed Income Statement

APB No. 16 "Business Combinations", requires the disclosure of certain pro
forma information concerning to results of operations of the Company as though
its acquisition of Nitvitgov Refrigerantes S.A. had occurred as of the
beginning of 1999.

The following unaudited pro forma information has been prepared for
comparative purposes only and does not purpot to be indicative of the results
of operations which actually would have been resulted had the acquisition
occurred on the date indicated, or which may result in the future:

<TABLE>
<CAPTION>
                                                                                    Year end December 31,
                                                                                    ---------------------
(In millions of constant pesos)                                                  1999                   2000
                                                                                 ----                   ----
<S>                                                                           <C>                    <C>

Net sales                                                                      460,215                473,288
Chilean GAAP net income                                                         26,428                 29,870
Basic and diluted earnings per share Series A under Chilean GAAP (1)             33.11                  37.41
Basic and diluted earnings per share Series B under Chilean GAAP (1)             36.42                  41.16

<FN>
(1)      (In millions of constant pesos)
</FN>
</TABLE>

                                     F-61

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>exh2.txt
<DESCRIPTION>LIST OF SUBSIDIARIES
<TEXT>
                                                                Exhibit 2

                            LIST OF SUBSIDIARIES



CHILE

                           Envases Multipack S.A.
                           Vital S.A.
                           Andina Inversiones Societarias S.A.
                           Andina Bottling Investments S.A.
                           Andina Bottling Investments Dos S.A.

ARGENTINA

                           Embotelladora del Atlantico S.A.
                           Complejo Industrial Pet. S.A.

BRAZIL

                           Rio de Janerio Refrescos Ltda.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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