Table of Contents

 

As filed with the Securities and Exchange Commission on April 28, 20162021

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 20-F

 


o

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20152020

 

Commission file number 001-13142

 


Embotelladora Andina S.A.

(Exact name of Registrant as specified in its charter)


Andina Bottling Company

(Translation of Registrant’s name ininto English)

Republic of Chile

(Jurisdiction of incorporation or organization)

Miraflores 9153, 7th Floor

Renca - Santiago, Chile

(Address of principal executive offices)

Paula Vicuña, Tel. (56-2) 2338-0520 E-mail: paula.vicuna@koandina.com

Miraflores 9153, 7th Floor - Renca - Santiago, Chile

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)


 

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Series A Shares, Series B Shares of Registrant represented by American Depositary Shares

AKO.A

AKO.B

New York Stock Exchange


 

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



Table of Contents

 

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.

Series A Shares

473,289,301

Series B Shares

473,281,303

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

x Yes ¨oNo

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o¨ Yes x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes ¨o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

ox Yes ¨x No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, or an emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer, and large accelerated filer”“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

Accelerated filer o¨

Non-accelerated filer o¨

Emerging growth company ¨

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨

+†The term ‘‘new or revised financial accounting standard’’ refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

x Yes ¨ No

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP o¨

International Financial Reporting Standards as issued
by the International Accounting Standards Board
x

Other o¨

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o¨ Item 17 ¨o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o¨ Yes x No

  



 

TABLE OF CONTENTS

 

INTRODUCTION

Page

2

IntroductionPART I

3

5

Presentation of Financial InformationITEM 1.

3

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
5

PART IITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE
5

Item 1.ITEM 3.

Identity of Directors, Senior Management and AdvisersKEY INFORMATION

6

5

Item 2.ITEM 4.

Offer Statistics and Expected TimetableINFORMATION ON THE COMPANY

6

24

Item 3.ITEM 4A.

Key InformationUNRESOLVED SECURITIES AND EXCHANGE COMMISSION STAFF COMMENTS

6

58

Item 4.ITEM 5.

Information on the CompanyOPERATING AND FINANCIAL REVIEW AND PROSPECTS

30

58

Item 4A.ITEM 6.

Unresolved Securities and Exchange Commission Staff CommentsDIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

59

75

Item 5.ITEM 7.

Operating and Financial Review and ProspectsMAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

59

85

Item 6.ITEM 8.

Directors, Senior Management and EmployeesFINANCIAL INFORMATION

82

86

Item 7.ITEM 9.

Major Shareholders and Related Party TransactionsTHE OFFER AND LISTING

92

88

Item 8.ITEM 10.

Financial InformationADDITIONAL INFORMATION

94

89

Item 9.ITEM 11.

The Offer and ListingQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

95

96

Item 10.ITEM 12.

Additional InformationDESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

98

Item 11.PART II

Quantitative and Qualitative Disclosures About Market Risk

107

99

Item 12.ITEM 13.

Description of Securities Other than Equity SecuritiesDEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

108

99

PART IIITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

99

Item 13.ITEM 15.

Defaults, Dividend Arrearages and DelinquenciesCONTROLS AND DISCLOSURE PROCEDURES

110

100

Item 14.ITEM 16.

Material Modifications to the Rights of Security Holders and Use of Proceeds

110

100

Item 15.ITEM 16A.

Controls and Disclosure ProceduresAUDIT COMMITTEE FINANCIAL EXPERT

110

100

Item 16.ITEM 16B.

[Reserved]CODE OF ETHICS

111

101

Item 16A.ITEM 16C.

Audit Committee Financial ExpertPRINCIPAL ACCOUNTANT FEES AND SERVICES

111

101

Item 16B.ITEM 16D.

Code of EthicsEXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

111

101

Item 16C.ITEM 16E.

Principal Accountant Fees and ServicesPURCHASERS OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

112

102

Item 16D.ITEM 16F.

Exemptions from the Listing Standards for Audit CommitteesCHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

112

102

Item 16E.ITEM 16G.

Purchases of Equity Securities by the Issuer and Affiliated PurchasersCORPORATE GOVERNANCE

113

102

Item 16F.ITEM 16H.

Change in Registrant’s Certifying AccountantMINE SAFETY DISCLOSURE

113

104

Item 16G.PART III

Corporate Governance

113

105

Item 16H.ITEM 17.

Mine Safety DisclosureFINANCIAL STATEMENTS

115

105

PART IIIITEM 18.

FINANCIAL STATEMENTS

105

Item 17.ITEM 19.

Financial StatementsEXHIBITS

115

Item 18.106

Financial Statements

115

Item 19.

Exhibits

115

INTRODUCTION

 

ReferencesCertain Definitions

 

Unless the context otherwise requires, as used in this annual report the following terms have the meanings set forth below:

 

·the “Company,” “we,” “our,” “Andina” and “Coca-Cola Andina” means Embotelladora Andina S.A. and its consolidated subsidiaries;

·             the “Company”, “we”, “Andina” and “Coca-Cola Andina” means Embotelladora Andina S.A. and its consolidated subsidiaries;

·“Andina Argentina” means our subsidiary, Embotelladora del Atlántico S.A., or EDASA;

·             “Andina Brazil” means our subsidiary, Rio de Janeiro Refrescos Ltda. and its subsidiaries;

·“Andina Brazil” means our subsidiary, Rio de Janeiro Refrescos Ltda. and its subsidiaries;

·             “AESA” means our subsidiary, Andina Empaques Argentina S.A.;

·“AEASA” means our subsidiary, Andina Empaques Argentina S.A.;

·             “EDASA” means our subsidiary, Embotelladora del Atlántico S.A.;

·“EDASA” means our subsidiary, Embotelladora del Atlántico S.A.;

·             “PARESA” means our subsidiary, Paraguay Refrescos S.A.;

·“PARESA” means our subsidiary, Paraguay Refrescos S.A.;

·             “CMF” means our affiliate, Envases CMF S.A.;

·“Envases CMF” means our affiliate, Envases CMF S.A.;

·             “ECSA” means our affiliate, Envases Central S.A.;

·“ECSA” means our subsidiary, Envases Central S.A.;

·             “Vital Jugos” means our affiliate, Vital Jugos S.A., previously known as Vital S.A.;

·“Vital Jugos” means our subsidiary, VJ S.A., previously known as Vital S.A. and subsequently Vital Jugos S.A.;

·             “VASA” means our affiliate, Vital Aguas S.A.;

·“VASA” means our subsidiary, Vital Aguas S.A.;

·             “TAR” means our subsidiary, Transportes Andina Refrescos Ltda.;

·“TAR” means our subsidiary, Transportes Andina Refrescos Ltda.;

·             “TP” means our subsidiary, Transportes Polar S.A.;

·“The Coca-Cola Company” means The Coca-Cola Company and its subsidiaries, including without limitation Coca-Cola de Chile S.A. (“CC Chile”), which operates in Chile, Recofarma Industrias do Amazonas Ltda. (“CC Brazil”), which operates in Brazil, and Servicios y Productos para Bebidas Refrescantes S.R.L. (“CC Argentina”), which operates in Argentina;

·             “The Coca-Cola Company” means The Coca-Cola Company or any of its subsidiaries, including without limitation Coca-Cola de Chile S.A. (“CC Chile”), which operates in Chile, Recofarma Industrias do Amazonas Ltda. (“CC Brazil”), which operates in Brazil and Servicios y Productos para Bebidas Refrescantes S.R.L. (“CC Argentina”), which operates in Argentina;

·the “Chilean territory” means the regions of Antofagasta, Atacama, Coquimbo, Metropolitan Region of Santiago, Aysén and Magallanes and the Chilean Antartic and the provinces of Cachapoal and San Antonio;

·             the “Chilean territory” means the Metropolitan Region of Santiago, the Coquimbo region, and the provinces of Cachapoal, San Antonio, Antofagasta, Atacama, Aisén and Magallanes;

·the “Brazilian territory” means the greater part of the State of Rio de Janeiro, the totality of the State of Espírito Santo and parts of the state of São Paulo and the state of Minas Gerais;

·             the “Brazilian territory” means the majority of the State of Rio de Janeiro, and the totality of the State of Espírito Santo, part of the state of São Paulo and part of the state of Minas Gerais;

·the “Argentine territory” means the provinces of Córdoba, Mendoza, San Juan, San Luis, Santa Fe, Entre Ríos, La Pampa, Neuquén, Río Negro, Chubut, Santa Cruz, Tierra del Fuego as well as the western part of the province of Buenos Aires; and,

·             the “Argentine territory” means the provinces of Córdoba, Mendoza, San Juan, San Luis, Entre Rios, Buenos Aires (only San Nicolás and Ramallo), La Pampa, Neuquén, Río Negro, Chubut, Santa Cruz, Tierra del Fuego and most of Santa Fe as well as part of the province of Buenos Aires; and

·
·the “Paraguayan territory” means the country of Paraguay.

Presentation of Financial and Certain Other Information

 

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

Unless otherwise specified, references herein to “dollars,”“dollars”, “U.S. dollars” or “US$” are to United States dollars; references to “pesos,”“pesos”, “Chilean pesos”, “Ch$” or “ThCh$” are to Chilean pesos; references to “Argentine pesos” or “AR$” are to Argentine pesos,pesos; references to “real” or, “reais” or “R$” are to Brazilian reaisreais; and references to “guaranies” or “guarani”“guaraníes”, “guaraní” or “G$” are to Paraguayan Guaranies.guaraníes. References to “UF” are to Unidades de Fomento. The UF is an inflation-indexed Chilean monetary unit with a value in Chilean pesos that is adjusted daily to reflect changes in the official consumer price index of the Instituto Nacional de Estadísticas (the “Chilean National Institute of Statistics”). The UF is adjusted in monthly cycles. Each day in the period beginning on the tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of the UF is indexed up (or down in the event of deflation) in order to reflect a proportionate amount of the change in the Chilean consumer price index during the prior calendar month. Certain percentages and amounts contained in this annual report have been rounded for ease of presentation.

In this annual report certain (local currency) amounts have been converted into United States dollars at the rate of Ch$654.66 to the dollar when it is average exchange rate and Ch$710.16 to the dollar when it is year end exchange rate. Such conversions should not be construed as representations that the (local currency) amounts represent, or have been or could be converted into, United States dollars at that or any other rate.

 

The Company’s Consolidated Financial Statementsconsolidated financial statements for the years ended December 31, 2014, 2013, 2012, 20112018, 2019 and 20102020 were prepared in accordance with International Financial Reporting Standards (hereinafter “IFRS”) issued by the International Accounting Standards Board (hereinafter “IASB”).

Special Note Regarding Non-IFRS Financial Measures

This annual report makes reference to certain non-IFRS measures, namely EBIT, EBITDA and Adjusted EBITDA. These non-IFRS measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.

EBIT represents profit attributable to controlling shareholders before net interest expense and income taxes. EBITDA represents EBIT plus depreciation and amortization expense. Adjusted EBITDA represents EBITDA plus other expenses (income), net.  We have included EBIT, EBITDA and Adjusted EBITDA to provide investors with a supplemental measure of our operating performance.

We believe EBIT, EBITDA and Adjusted EBITDA are an important supplemental measure of operating performance because they eliminate items that have less bearing on our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We also believe that securities analysts, investors and other interested parties frequently use EBITDA in the evaluation of issuers, many of which present EBITDA when reporting their results.

 

Our management also uses EBITDAconsolidated financial statements are presented in Chilean pesos. Our consolidated financial statements reflect the results of our subsidiaries located in Brazil, Argentina and Adjusted EBITDAParaguay, converted to Chilean pesos (our functional and presentation currency). IFRS requires assets and liabilities to be converted from the functional currency of our subsidiaries outside Chile to our reporting currency (Chilean peso) at the end of period exchange rates and income and expense accounts to be converted at the average monthly exchange rate for the month in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets, assess our ability to meet our future debt service, capital expenditure and working capital requirements and assess our ability to pay dividends on our capital stock.which income or expense is recognized for subsidiaries that do not operate in hyperinflationary economies.

 

EBIT, EBITDAIn the case of our Argentine subsidiaries, which have been operating in an environment that during 2018, 2019 and Adjusted EBITDA have important limitations2020 was classified as analytical tools. For example, neither EBIT, EBITDA nor Adjusted EBITDA reflect (a) our cash expenditures or future requirements for capital expenditures or contractual commitments; (b) changes in, or cash requirements for, our working capital needs; (c) significant interest expense orhyperinflationary, the cash requirements necessary to service interest or principal payments on our debt; and (d) tax payments or distributionsconversion criteria from the functional currency of those subsidiaries to our parent to make payments with respect to taxes attributable to us that represent a reductionpresentation currency is the following:

·First adoption of a hyperinflationary economy was in 2018: Losses and gains by correction of current non-monetary items the previous year were recorded in accumulated results as of January 1, 2018.


·Statement of financial position (balance sheet): Non-monetary items are expressed in the current currency at the balance sheet date and translated to the presentation currency of the closing exchange rate. Losses and gains are included in net earnings (fiscal year income).

·Income statement: Income statement items are expressed in the current currency unit at the end of the reporting period, using the variation of the general price index from the date on which the expenses and revenues were accrued, and translated to the presentation currency at closing exchange rate.

·Cash flow statement: Cash flow statement items are expressed in the current currency unit at the end of the reporting period and translated to the presentation currency at closing exchange rate.

For more information on the effects of the hyperinflationary environment in cash available to us. Although we consider the items excluded in the calculationArgentina see note 2.5 of non-IFRS measures to be less relevant to evaluate our performance, some of these items may continue to take place and accordingly may reduce the cash available to us.consolidated financial statements included herein.

 

We believe that the presentation of the non-IFRS measures described aboveUnless otherwise specified, our financial data is appropriate. However, these non-IFRS measures have important limitations as analytical tools, and you should not consider thempresented herein in isolation, or as substitutes for analysis of our results as reported under IFRS. Because of these limitations, we primarily rely on our results as reported in accordance with IFRS and use EBIT, EBITDA and Adjusted EBITDA only complementarily. In addition, because other companies may calculate EBITDA and Adjusted EBITDA differently than we do, EBITDA may not be, and Adjusted EBITDA as presented in this report is not, comparable to similarly titled measures reported by other companies.Chilean pesos.

 

Forward-Looking Statements

 

This annual report includes forward looking statements, principally under the captions “Item 4. Information on the Company—Part B. Business Overview,” “Item 3. Key Information—Part D. Risk Factors,” and “Item 5. Operating and Financial Review and Prospects.” We have based these forward-looking statements largely on our current beliefs, expectations and projections about future events and financial trends affecting our business. Examples of such forward-looking statements include:

 

·statements of our plans, objectives or goals, including those related to anticipated trends, competition or regulation;

·                  statements of our plans, objectives or goals, including those related to anticipated trends, competition or regulation;

·statements about our future economic performance and that of Chile or other countries in which we operate;

·                  statements about our future economic performance and that of Chile or other countries in which we operate;

·statements about our exposure to market risks, including interest rate risks, foreign exchange risk and equity price risk; and

·                  statements about our exposure to market risks, including interest rate risks, foreign exchange risk and equity price risk; and

·statements of assumptions underlying such statements.

·                  statements of assumptions underlying such statements.

Words such as “believes,” “expects,” “anticipates,” “projects,” “intends,” “should,” “could,” “may,” “seeks,” “aim,” “combined,” “estimates,” “probability,” “risk,” “target,” “goal,” “objective,” “future” or similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements may relate to (i) our asset growth and financing plans, (ii) trends affecting our financial condition or results of operations and (iii) the impact of competition and regulations, but are not limited to such topics. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially and adversely from those described in such forward-looking statements included in this annual report as a result of various factors (including, without limitation, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates and operating and financial risks), many of which are beyond our control. The occurrence of any such factors not currently expected by us would significantly alter the results set forth in these statements.

 

You should understand that the following important factors, in addition to those discussed elsewhere in this annual report, could affect our future results and could cause those results or other outcomes to differ materially and adversely from those expressed in our forward-looking statements:

 

·changes in general economic, business, political or other conditions in the regions where we operate;

·                  changes in general economic, business, political or other conditions in the regions where we operate;

·the impact of the ongoing COVID-19 pandemic and government measures aimed at limiting the spread of the virus;

·                  changes in the legal and regulatory framework of the beverage sector in the regions where we operate;

·changes in the legal and regulatory framework of the beverage sector in the regions where we operate;

·                  the monetary and interest rate policies of the central banks of the countries in which we operate;

·the monetary and interest rate policies of the central banks of the countries in which we operate;

·                  unanticipated movements or volatility in interest rates, foreign exchange rates, equity prices or other rates or prices;

·unanticipated movements or volatility in interest rates, foreign exchange rates, inflation, equity prices or other rates or prices;

·                  changes in, or our failure to comply with, laws and regulations in the countries where we operate and applicable foreign laws;

·changes in taxes;

·                  changes in taxes;

·our inability to hedge certain risks economically;

·                  changes in competition and pricing environments;

·potential effects of weather conditions, earthquakes, tsunamis or other natural disasters;

·                  our inability to hedge certain risks economically;

·the outcome of litigation against us;

·                  potential effects of weather conditions, earthquakes, tsunamis or other natural disasters;

·the nature and extent of competition in the beverage industry in Latin America and the effect of competition on the prices we are able to charge for our products;

·                  the outcome of litigation against us;

·volatility and fluctuations in demand for our products and the effect of such changes on the volume that we are able to sell and the price that we are able to charge for our products;

·                  the nature and extent of competition in the beverage industry in Latin America and the effect of competition on the prices we are able to charge for our products;

·capital and credit market conditions, including the availability of credit changes in interest rates;

·                  volatility and fluctuations in demand for our products and the effect of such changes on the prices that we are able to charge for our products;

·delays in the development of our projects, changes to our investment plans, due to changes in demand, authorizations, etc.; and

·                  capital and credit market conditions, including the availability of credit and changes in interest rates;

·                  delays in the development of our projects, changes to our investment plans due to changes in demand, authorizations, expropriations, etc.;

·                  actions of our shareholders;

·                  unanticipated increases in financing and other costs or the inability to obtain additional debt or equity financing on attractive terms if at all; and

·                  the factors described under “Risk Factors” beginning on page 8.

·the factors described under “Risk Factors”.

 


The forward-looking statements contained in this document speak only as of the date of this annual report, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events,. unless required by law.

 

Market Data

 

We have computed the information contained in this annual report regarding annual volume and per capita growth rates and levels, and market share, product segment, and population data in our bottling territories, based upon accumulated statistics developed by us. Market share information presented with respect to soft drinks, juices, waters and beer is based on data supplied by A.C. Nielsen Company.


PART I

 

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

Not applicable.

 

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable.

 

ITEM 3.KEY INFORMATION

ITEM 3.KEY INFORMATION

 

A.Selected Financial Data

A.Reserved.

 

The following tables present certain summary consolidatedselected financial data previously required by Item 3.A of Form 20-F has been omitted in reliance on SEC Release No. 33-10890, Management’s Discussion and other financialAnalysis, Selected Financial Data and operating information of Andina at the dates and for the periods indicated.  This information should be read in conjunction with, and is qualified in its entirety by reference to our consolidated financial statements, including the notes thereto, included elsewhere in this annual report and our consolidated financial statements, including the notes thereto, included herein.Supplementary Financial Information.

 

The summary consolidated financial information as of December 31, 2014 and 2015 and for the years ended December 31, 2013, 2014 and 2015 has been derived from our audited consolidated financial statements as of December 31, 2015 and 2014.  The summary consolidated financial information as of December 31, 2011, 2012 and 2013 and for the year ended December 31, 2011 and 2012 has been derived from our audited consolidated financial statements as of and for the years then ended not included herein.

On October 1, 2012, we consummated the acquisition of Polar, which significantly enhanced the size and scope of our company.  We began consolidating the results of operations of Polar into our consolidated financial statements as of October 1, 2012.  As a result, our consolidated results of operations for the year ended December 31, 2012 are not fully comparable to our consolidated results of operations for previous periods.

On October 11, 2013, Andina Brazil consummated its acquisition of Ipiranga in an all-cash transaction. We began consolidating the results of operations of Ipiranga into our consolidated financial statements as of October 1, 2013.  As a result, our consolidated results of operations for the year ended December 31, 2013 are not fully comparable to our consolidated results of operations for previous periods.

Our consolidated financial statements reflect the results of our subsidiaries located in Brazil, Argentina and Paraguay, converted to Chilean pesos (our functional and reporting currency) and are presented in accordance with IFRS.  IFRS requires assets and liabilities to be converted from the functional currency of our subsidiaries outside Chile to our reporting currency (Chilean peso) at the end of period exchange rates and income and expense accounts to be converted at the average monthly exchange rate for the month in which income or expense is recognized. Unless otherwise specified, our financial data is presented herein in Chilean pesos and U.S. dollars.

Our income and cash flow accounts have been converted according to the average exchange rate during the relevant periods, using the average of monthly averages, and therefore may differ from a daily average of the observed exchange rate. Balance sheet accounts have been converted using the exchange rate at the end of the relevant period.

 

 

Year ended December 31,

 

 

 

2011

 

2012(2)

 

2013(3)

 

2014

 

2015

 

2015

 

 

 

(in millions of Ch$ and millions of US$)

 

 

 

Ch$

 

Ch$

 

Ch$

 

Ch$

 

Ch$

 

US$

 

INCOME STATEMENT DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

982,864

 

1,172,293

 

1,521,681

 

1,797,200

 

1,877,394

 

2,868

 

Cost of sales

 

(578,581

)

(698,955

)

(914,818

)

(1,081,243

)

(1,106,706

)

(1,691

)

Gross profit

 

404,283

 

473,338

 

606,863

 

715,957

 

770,688

 

1,177

 

Other income

 

2,125

 

2,518

 

4,386

 

3,971

 

472

 

1

 

Distribution expenses

 

(98,808

)

(122,819

)

(163,023

)

(187,043

)

(202,491

)

(309

)

Administrative expenses

 

(163,051

)

(196,355

)

(272,556

)

(342,141

)

(352,601

)

(539

)

Other expenses

 

(11,915

)

(15,420

)

(30,462

)

(18,591

)

(21,983

)

(34

)

Other (expense) income, net(4)

 

1,495

 

(2,336

)

740

 

(4,392

)

(6,301

)

(10

)

Financial income

 

3,182

 

2,728

 

4,973

 

8,656

 

10,118

 

15

 

Financial expenses

 

(7,235

)

(11,173

)

(28,944

)

(65,081

)

(55,669

)

(85

)

Share of (loss) profit of investments accounted for using the equity method

 

2,026

 

1,770

 

783

 

1,191

 

(2,328

)

(4

)

Foreign exchange differences

 

3

 

(4,471

)

(7,695

)

(2,676

)

(2,856

)

(4

)

Loss from differences in indexed financial assets and liabilities

 

(393

)

(1,006

)

(1,832

)

(12,463

)

(7,308

)

(10

)

Net income before income taxes

 

131,712

 

126,774

 

113,233

 

97,388

 

129,741

 

198

 

Income tax expense

 

(34,685

)

(38,505

)

(22,966

)

(45,354

)

(41,643

)

(63

)

Net income

 

97,027

 

88,269

 

90,267

 

52,034

 

88,098

 

135

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE SHEET DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

31,298

 

55,522

 

79,976

 

79,514

 

129,160

 

182

 

Other financial assets

 

15,661

 

129

 

36,472

 

106,577

 

87,492

 

123

 

Other non-financial assets

 

14,761

 

18.203

 

9,696

 

7,787

 

8,686

 

12

 

Trade and other accounts receivable, net

 

107,443

 

152,817

 

195,434

 

198,110

 

176,386

 

248

 

Accounts receivable from related parties

 

6,419

 

5,324

 

8,029

 

5,994

 

4,611

 

6

 

Inventories

 

57,487

 

89,320

 

125,854

 

149,728

 

133,333

 

188

 

Current tax assets

 

2,463

 

2,879

 

3,990

 

6,026

 

7,742

 

12

 

Non-current assets classified as available for sale

 

 

2,978

 

1,133

 

 

 

 

Total current assets

 

235,532

 

327,172

 

460,584

 

553,736

 

547,410

 

771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Other financial assets

 

 

 

7,922

 

51,027

 

181,491

 

256

 

Other non-financial assets

 

30,194

 

26,927

 

28,796

 

33,057

 

18,290

 

26

 

Trade and other receivables

 

7,176

 

6,724

 

7,631

 

7,098

 

5,932

 

8

 

Accounts receivable from related parties

 

11

 

7

 

19

 

25

 

15

 

 

Investments accounted for under the equity method

 

60,291

 

73,080

 

68,673

 

66,050

 

54,191

 

76

 

Intangible assets other than goodwill

 

1,139

 

464,582

 

700,606

 

728,181

 

665,666

 

937

 

Goodwill

 

57,552

 

64,793

 

115,779

 

116,924

 

95,836

 

135

 

Property, plant and equipment

 

350,064

 

576,551

 

692,950

 

713,075

 

640,530

 

902

 

Total non-current assets

 

506,427

 

1,212,664

 

1,622,377

 

1,715,437

 

1,661,951

 

2,340

 

Total assets

 

741,959

 

1,539,836

 

2,082,961

 

2,269,173

 

2,209,361

 

3,111

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Other financial liabilities

 

23,093

 

106,248

 

106,877

 

83,402

 

62,218

 

88

 

Trade and other accounts payable

 

127,941

 

184,318

 

210,446

 

228,179

 

212,526

 

299

 

Accounts payable to related parties

 

11,359

 

32,727

 

43,425

 

55,967

 

48,653

 

69

 

Provisions

 

88

 

593

 

270

 

366

 

326

 

 

Income taxes payable

 

3,821

 

1,115

 

3,679

 

2,931

 

7,495

 

11

 

Employee benefits current provisions

 

14,079

 

19,633

 

21,440

 

27,747

 

31,791

 

45

 

Other non-financial liabilities

 

16,263

 

737

 

16,007

 

11,620

 

17,565

 

24

 

Total current liabilities

 

196,644

 

345,371

 

402,144

 

410,212

 

380,574

 

536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Other long-term current financial liabilities

 

74,641

 

173,880

 

605,362

 

726,616

 

765,299

 

1,078

 

Trade and other payables

 

164

 

1,930

 

1,262

 

1,216

 

9,303

 

13

 

Provisions

 

7,883

 

6,422

 

77,542

 

77,447

 

63,976

 

90

 

Deferred income tax liabilities

 

35,245

 

111,415

 

105,537

 

126,126

 

130,202

 

183

 

Post-employment benefit liabilities

 

5,130

 

7,037

 

8,759

 

8,125

 

8,230

 

12

 

Other non-financial liabilities

 

273

 

176

 

922

 

433

 

243

 

 

Total Non-Current Liabilities

 

123,336

 

300,860

 

799,384

 

939,963

 

977,253

 

1,376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued capital

 

230,892

 

270,737

 

270,737

 

270,737

 

270,737

 

381

 

Retained earnings

 

208,102

 

239,845

 

243,193

 

247,818

 

274,755

 

387

 

Other reserves

 

(17,024

)

363,582

 

346,739

 

378,739

 

284,982

 

401

 

Equity attributable to equity holders of the parent

 

421,970

 

874,164

 

860,669

 

897,294

 

830,474

 

1,169

 

Non-controlling interests

 

9

 

19,441

 

20,764

 

21,703

 

21,060

 

30

 

Total equity

 

421,979

 

893,605

 

881,433

 

918,998

 

851,534

 

1,199

 

Total liabilities and equity

 

741,959

 

1,539,836

 

2,082,961

 

2,269,173

 

2,209,361

 

3,111

 

 

 

Year ended December 31,

 

 

 

2011

 

2012(2)

 

2013(3)

 

2014

 

2015

 

2015

 

 

 

(in millions of Ch$ and millions of US$)

 

 

 

Ch$

 

Ch$

 

Ch$

 

Ch$

 

Ch$

 

US$

 

CASH FLOW DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flows generated from Operating Activities

 

138,950

 

188,857

 

172,085

 

215,514

 

264,909

 

405

 

Net cash flows used in investing activities

 

(89,621

)

(156,170

)

(447,550

)

(166,776

)

(103,131

)

(158

)

Net cash flows provided by (used in) financing activities

 

(67,159

)

(3,551

)

303,106

 

(46,920

)

(98,560

)

(151

)

Net increase in cash and cash equivalents before exchange differences

 

(17,830

)

29,136

 

27,641

 

1,818

 

63,218

 

96

 

Effects of exchange differences on cash and cash equivalents

 

865

 

(4,912

)

(3,187

)

(2,280

)

(13,571

)

(21

)

Net increase (decrease) in cash and cash equivalents

 

(16,965

)

24,224

 

24,454

 

(462

)

49,647

 

75

 

Cash and cash equivalents - beginning of year

 

48,263

 

31,298

 

55,522

 

79,976

 

79,514

 

112

 

Cash and cash equivalents - end of year

 

31,298

 

55,522

 

79,976

 

79,514

 

129,161

 

182

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER FINANCIAL DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA(5)

 

181,922

 

207,988

 

254,621

 

289,740

 

316,229

 

483

 

Adjusted EBITDA margin(6)

 

18,5

%

17,7

%

16,7

%

16,1

%

16,8

%

16,8

%

Adjusted EBITDA/net financial expense(7)

 

44,9

 

24,6

 

10,6

 

5,1

 

6,9

 

6,9

 

Net debt(8)

 

50,776

 

224,477

 

587,869

 

572,901

 

429,373

 

656

 

Net debt/Adjusted EBITDA(9)

 

0,3

 

1,1

 

2,3

 

2,0

 

1,4

 

1,4

 

Depreciation and amortization

 

39,498

 

53,824

 

83,337

 

102,967

 

100,632

 

154

 

Capital expenditures

 

126,931

 

143,764

 

183,697

 

114,217

 

112,400

 

172

 

Dividends paid

 

70,906

 

69,766

 

73,041

 

52,269

 

53,671

 

82

 

Basic and diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A(13)

 

121,54

 

104,12

 

89,53

 

52,19

 

88,40

 

0,14

 

Series B(13)

 

133,69

 

114,53

 

98,48

 

57,41

 

97,24

 

0,15

 

Basic and diluted earnings per ADR:(14)

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A(13)

 

729,24

 

624,72

 

537,18

 

313,16

 

530,40

 

0,81

 

Series B(13)

 

802,14

 

687,18

 

590,88

 

344,48

 

583,44

 

0,89

 

Capital Stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A

 

380,137,271

 

473,289,368

 

473,289,301

 

473,289,301

 

473,289,301

 

473,289,301

 

Series B

 

380,137,271

 

473,289,368

 

473,281,303

 

473,281,303

 

473,281,303

 

473,281,303

 

Issued Capital

 

230,892

 

270,759

 

270,738

 

270,738

 

270,738

 

414

 

Total dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Series A Shares

 

33.809

 

34.018

 

33.888

 

24.800

 

29.344

 

45

 

Total Series B Shares

 

37.190

 

37.420

 

37.276

 

27.283

 

32.278

 

49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER OPERATING DATA (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales volume

 

 

 

 

 

 

 

 

 

 

 

 

 

Coca-Cola trade brand soft drinks (millions of UCs)(10)

 

448.2

 

517.6

 

633.5

 

671.6

 

653.8

 

653.8

 

Other beverages (millions of UCs) (2)(3)(10)(11)

 

53.3

 

78.6

 

129.5

 

159.0

 

166.1

 

166.1

 


(1) Conversion to U.S. dollars are solely for the convenience of the reader.

(2) Due to Polar’s merger with and into us on October 1, 2012, data for the year ended December 31, 2012 includes the operations of Polar (as well as the operations of Vital Aguas, Vital Jugos and Envases Central (together, the “Joint Ventures”)) for the period from October 1, 2012 to December 31, 2012.  Prior to our merger with Polar the Joint Ventures were held, in part, by each of Andina, Polar and Embonor S.A., respectively, and the Joint Ventures’ operations were not consolidated in the financial and other data of Andina or Polar.  Upon consummation of our merger with Polar, and our increased ownership interest in the Joint Ventures that resulted from such merger, the Joint Ventures became our subsidiaries for accounting purposes and are therefore consolidated into our financial and other data for periods subsequent to such merger.

(3) Due to the acquisition of Ipiranga consummated on October 11, 2013, data for the year ended December 31, 2013 includes the operations of Ipiranga for the period from October 1, 2013 to December 31, 2013.

(4) Includes other expenses, other income (expense), share in profit of investees accounted under the equity method, foreign exchange gains (losses) and gains (losses) from indexed financial assets and liabilities.

(5) Adjusted EBITDA is a non-IFRS financial measure, does not represent cash flows from operations for the periods indicated and should not be considered an alternative to net income as an indicator of our results of operations or as an alternative to cash flows from operations as an indicator of liquidity.  Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.  See “Presentation of Financial and Other Information —Non-IFRS Financial Information”.  We define Adjusted EBITDA as net income plus income taxes, other expenses (income), depreciation and amortization (which includes only the amortization of information technology software).  A reconciliation of our net income to our Adjusted EBITDA is set forth below:

 

 

Year Ended December 31,

 

 

 

2011

 

2012

 

2013

 

2014

 

2015

 

2015

 

 

 

(in millions of Ch$ and US$)

 

 

 

Ch$

 

Ch$

 

Ch$

 

Ch$

 

Ch$

 

US$

 

Net income

 

97,027

 

88,269

 

90,267

 

52,034

 

88,098

 

135

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

34,685

 

38,505

 

22,966

 

45,354

 

41,643

 

64

 

Finance costs

 

7,235

 

11,173

 

28,944

 

65,082

 

55,669

 

85

 

Finance income

 

(3,182

)

(2,728

)

(4,973

)

(8,656

)

(10,118

)

(15

)

Depreciation and amortization(5)

 

39,498

 

53,824

 

83,337

 

102,967

 

100,632

 

154

 

Share of profit of investments using equity method of accounting

 

(2,026

)

(1,770

)

(783

)

(1,191

)

2,328

 

4

 

Foreign exchange difference

 

(3

)

4,471

 

7,695

 

2,675

 

2,856

 

4

 

Gain (loss) from indexed financial assets and liabilities

 

1,178

 

1,754

 

1,833

 

12,462

 

7,308

 

11

 

Other income

 

(2,909

)

(3,266

)

(4,386

)

(3,971

)

(472

)

(1

)

Other expenses

 

11,915

 

15,420

 

30,462

 

18,591

 

21,983

 

34

 

Other income (expenses)

 

(1,496

)

2,336

 

(741

)

4,392

 

6,301

 

10

 

Adjusted EBITDA(14)

 

181,922

 

207,988

 

254,621

 

289,740

 

316,229

 

483

 

(6)         Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net sales, expressed as a percentage.

(7)         Adjusted EBITDA / net financial expense is defined as Adjusted EBITDA divided by total financial expense (which includes expenses for hedging purposes) minus total financial income.

(8)         Net debt is defined as the sum of (i) other current financial liabilities and (ii) other noncurrent financial liabilities, minus the sum of (i) cash and cash equivalents, (ii) other current financial assets and (iii) other non-current financial assets.

(9)         Net debt / Adjusted EBITDA ratio is the ratio of our net debt (defined as the sum of (i) other current financial liabilities and (ii) other noncurrent financial liabilities, minus the sum of (i) cash and cash equivalents and (ii) other financial assets) as of the end of the applicable period divided by our Adjusted EBITDA for the last 12 months ended as of the end of the applicable period.

(10)  Calculation of profits per share considers the average amount of outstanding shares existing at each date.

(11)  Each ADR represents six shares of common stock of the corresponding series of Shares.

(12)  Unit cases refer to 192 ounces of finished beverage product (24 eight-ounce servings) or 5.69 liters.

(13)  Includes waters, juices, beer and other spirits.

(14)  Totals may not sum due to rounding.

Exchange Rates

Chile

Chile has two currency markets, the Mercado Cambiario Formal (the “Formal Exchange Market”) and the Mercado Cambiario Informal (the “Informal Exchange Market”). The Formal Exchange Market is comprised of banks and other entities authorized by the Chilean Central Bank. The Informal Exchange Market is comprised of entities that are not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies, among others. The Chilean Central Bank is empowered to require that certain purchases and sales of foreign currencies be carried out on the Formal Exchange Market. See also “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Chile.”

Both the Formal and Informal Exchange Markets are driven by free market forces. Current regulations require that the Chilean Central Bank be informed of certain transactions and that they be effected through the Formal Exchange Market.

The U.S. dollar observed exchange rate (dólar observado), which is reported by the Chilean Central Bank and published daily in the Official Gazette (Diario Oficial), is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market. The Chilean Central Bank has the power to intervene by buying or selling foreign currency on the Formal Exchange Market to attempt to maintain the observed exchange rate within a desired range. During the past few years the Chilean Central Bank has attempted to keep the observed exchange rate within a certain range only under special circumstances. Although the Chilean Central Bank is not required to purchase or sell dollars at any specific exchange rate, it generally uses spot rates for its transactions. Other banks generally carry out authorized transactions at spot rates as well.

The Informal Exchange Market reflects transactions carried out at the informal exchange rate. 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. In recent years, the variation between the observed exchange rate and the informal exchange rate has not been significant.

The following table sets forth the annual low, high, average and period end observed exchange rate for U.S. dollars for the periods presented, as reported by the Chilean Central Bank. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos.

 

 

Daily observed exchange rate Ch$ per U.S.$ 

 

 

 

High(1)

 

Low(1)

 

Average(2)

 

Period end (3)

 

Year ended December 31,

 

 

 

 

 

 

 

 

 

2011

 

533.74

 

455.91

 

483.57

 

519.20

 

2012

 

519.69

 

469.65

 

486.59

 

479.96

 

2013

 

533.95

 

466.50

 

495.18

 

524.61

 

2014

 

621.41

 

527.53

 

570.33

 

606.75

 

2015

 

715.66

 

597.10

 

654.66

 

710.16

 

Month end

 

 

 

 

 

 

 

 

 

October 31, 2015

 

695.53

 

673.91

 

684.91

 

690.32

 

November 30, 2015

 

715.66

 

688.94

 

705.00

 

711.20

 

December 31, 2015

 

711.52

 

693.72

 

704.19

 

710.16

 

January 31, 2016

 

730.31

 

710.37

 

721.96

 

710.37

 

February 29, 2016

 

715.41

 

689.18

 

703.31

 

694.17

 

March 31, 2016

 

694.82

 

669.80

 

680.96

 

669.80

 

April 2016 (through April 22, 2016)

 

682.45

 

657.90

 

670.60

 

666.80

 


Source: Chilean Central Bank.

(1)                  Exchange rates are the actual low and high, on a daily basis for each period.

(2)                  The yearly average rate is calculated as the average of the exchange rates on the last day of each month during the period.

(3)                  Each year period ends on December 31, and the respective period-end exchange rate is published by the Chilean Central Bank on the first business day of the following year. Each month period ends on the last calendar day of such month, and the respective period end exchange rate is published by the Chilean Central Bank on the first business day of the following month.

Argentina

From April 1, 1991 until the end of 2001, the Convertibility Law No. 23,928 and Regulatory Decree No. 529/91 (together, the “Convertibility Law”) established a fixed exchange rate under which the Central Bank of Argentina was obliged to sell U.S. dollars at a fixed rate of one Argentine peso per U.S. dollar. On January 6, 2002, the Argentine Congress enacted the Public Emergency Law, which suspended certain provisions of the Convertibility Law, including the fixed exchange rate of Ar$1.00 to U.S.$1.00, and granted the executive branch of the Argentine government the power to set the exchange rate between the Argentine peso and foreign currencies and to issue regulations related to the foreign exchange market. Following a brief period during which the Argentine government established a temporary dual exchange rate system, pursuant to the Public Emergency Law, the Argentine peso has been allowed to float freely against other currencies since February 2002. For the last few years the Argentine government has maintained a policy of intervention in foreign exchange markets, conducting periodic transactions for the sale and purchase of U.S. dollars. There is no way to foresee if this could continue in the future. See also “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Argentina.”

The following table sets forth the annual high, low, average and period-end exchange rates for the periods indicated, expressed in Argentine pesos per U.S. dollar and not adjusted for inflation as reported by the Central Bank of Argentina. The Federal Reserve Bank of New York does not report a noon buying rate for Argentine pesos.

 

 

High

 

Low

 

Average(1)

 

Period end

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

 

 

 

 

 

 

 

2011

 

4.304

 

3.972

 

4.131

 

4.304

 

2012

 

4.917

 

4.304

 

4.552

 

4.917

 

2013

 

6.518

 

4.923

 

5.479

 

6.518

 

2014

 

8.556

 

6.543

 

8.119

 

8.552

 

2015

 

13.005

 

8.554

 

9.269

 

13.005

 

Month end

 

 

 

 

 

 

 

 

 

October 31, 2015

 

9.546

 

9.427

 

9.490

 

9.546

 

November 30, 2015

 

9.688

 

9.554

 

9.627

 

9.688

 

December 31, 2015

 

13.005

 

9.698

 

11.428

 

13.005

 

January 31, 2016

 

13.960

 

13.200

 

13.654

 

13.960

 

February 29, 2016

 

15.800

 

14.130

 

14.852

 

15.800

 

March 31, 2016

 

15.800

 

14.390

 

14.954

 

14.700

 

April 2016 (through April 22, 2016)

 

14.790

 

14.050

 

14.416

 

14.330

 


Source: Central Bank of Argentina. (“A” 3500 Report — Wholesale)

(1)                  Represents the daily average exchange rate during each of the relevant periods.

Brazil

The Central Bank of Brazil allows the real/U.S. dollar exchange rate to float freely and has intervened occasionally to control unstable fluctuations in foreign exchange rates. We cannot predict whether the Central Bank of Brazil or the Brazilian government will continue to let the real float freely or will intervene in the exchange rate market through a currency band system or otherwise. The Brazilian real may depreciate or appreciate substantially against the U.S. dollar in the future. Exchange rate fluctuations may adversely affect our financial condition. See also “Item 10. Additional Information—D. Exchange Controls—Foreign Exchange Controls—Brazil.”

Prior to March 14, 2005, under Brazilian regulations, foreign exchange transactions were carried out on either the commercial rate exchange market or the floating rate exchange market. Rates in the two markets were generally the same. On March 14, 2005, the National Monetary Council of Brazil (Conselho Monetário Nacional) unified the two markets.

The following table sets forth the exchange selling rates expressed in Brazilian reais per U.S. dollar for the periods indicated, as reported by the Central Bank of Brazil through the Central Bank System (Sistema do Banco Central) using PTAX 800, option 5.

 

 

Daily observed exchange rate R$ per U.S.$

 

 

 

High

 

Low

 

Average

 

Period end

 

Year ended December 31,

 

 

 

 

 

 

 

 

 

2011

 

1.8811

 

1.6554

 

1.7593

 

1.6662

 

2012

 

1.9016

 

1.5345

 

1.6746

 

1.8758

 

2013

 

2.1121

 

1.7024

 

1.9550

 

2.0435

 

2014

 

2.7403

 

2.1974

 

2.3547

 

2.6562

 

2015

 

4.1949

 

2.5754

 

3.3314

 

3.9048

 

Month end

 

 

 

 

 

 

 

 

 

October 31, 2015

 

4.0010

 

3.7386

 

3.8801

 

3.8589

 

November 30, 2015

 

3.8506

 

3.7010

 

3.7765

 

3.8506

 

December 31, 2015

 

3.9831

 

3.7476

 

3.8711

 

3.9048

 

January 31, 2016

 

4.1558

 

3.9863

 

4.0524

 

4.0428

 

February 29, 2016

 

4.0492

 

3.8653

 

3.9737

 

3.9796

 

March 31, 2016

 

3.9913

 

3.5589

 

3.7039

 

3.5589

 

April 2016 (through April 22, 2016)

 

3.6921

 

3.5126

 

3.5817

 

3.5472

 


Source: Central Bank of Brazil.

(1)                                              Represents the daily average exchange rate during each of the relevant periods.

B.CAPITALIZATION AND INDEBTEDNESS

B.CAPITALIZATION AND INDEBTEDNESS

 

Not applicable.

 

C.REASONS FOR THE OFFER AND USE OF PROCEEDS

C.REASONS FOR THE OFFER AND USE OF PROCEEDS

 

Not applicable.

 

D.RISK FACTORS

D.RISK FACTORS

Summary of Risk Factors

 

The following summarizes some, but not all, of the principal risks provided below. Please carefully consider all of the information discussed in this Item 3.D “Risk Factors” in this annual report on Form 20-F for a detailed description of these and other risks.

·We rely heavily on our relationship with The Coca-Cola Company, which has substantial influence over our business and operations; and changes in this relationship may adversely affect our business.

·The beverage business environment is changing rapidly, including as a result of epidemic diseases such as the recent outbreak of the COVID-19 pandemic, and increased health and environmental concerns, and if we do not address evolving consumer product and shopping preferences, our business could suffer.

·Increased concern about the health effects of sugar and other sweeteners in beverages could result in changes to the beverage business.

·Our business is highly competitive, including with respect to price competition, which may adversely affect our net profits and margins.

·If our raw material costs increase, including as a result of U.S. dollar/local currency exchange risk and price volatility, our profitability may be affected.

·Instability in the supply of utility services and oil prices may adversely impact our results of operations.

·Water scarcity and poor water quality could adversely impact our production costs and capacity.

·Significant additional labeling or warning requirements may inhibit sales of our products.

·Our business may be adversely affected if we are unable to maintain brand image and product quality.

·Trademark infringement could adversely impact our beverage business.


·Weather conditions or natural disasters may adversely affect our business.

·Our business is subject to risks arising from the ongoing COVID-19 pandemic.

·If we are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.

·Perception of risk in emerging economies may impede our access to international capital markets, hinder our ability to finance our operations and adversely affect our financial performance.

·Our business may be adversely affected if we fail to renew collective bargaining labor agreements on satisfactory terms or experience strikes or other labor unrest.

·Our business is subject to extensive regulation, which is complex and subject to change.

·Our business is subject to increasing environmental regulation, which may result in increases in our operating costs or adverse changes in consumer demand.

·The countries in which we operate may adopt new tax laws or modify existing laws to increase taxes applicable to our business or reduce existing tax incentives.

��

·A devaluation of the currencies of the countries where we have our operations, with regard to the Chilean peso, can negatively affect the results reported by the Company in Chilean pesos.

·The imposition of exchange controls could restrict the entry and exit of funds to and from the countries in which we operate, which could significantly limit our financial capacity.

You should carefully consider the following factors in addition to various economic, political, social and competitive conditions.the other information set forth in this annual report on Form 20-F. Any of the following risks, if they materialize, could materially and adversely affect our business, results of operations, prospects and financial condition.

 

Risks Relating to Ourour Company

 

We rely heavily on our relationship with The Coca-Cola Company, which has substantial influence over our business and operations.operations; and changes in this relationship may adversely affect our business.

The Coca-Cola Company has substantial influence on the conduct of our business. The interests of The Coca-Cola Company may be different from the interests of our remaining shareholders, which may result in us taking actions contrary to the interests of our remainingother shareholders.

76%68% and 65% of our net sales for the year ended December 31, 20152019 and 2020, respectively, were derived from the distribution of soft drinks under The Coca-Cola Company trademarks, while 22% and an additional 19% was18% of our net sales for 2019 and 2020, respectively, were derived from the distribution of other beverages also bearing trademarks owned by The Coca-Cola Company. In addition, The Coca-Cola Company currently owns, directly or through its subsidiaries, 14.65% of our Series A shares (representing 7.33% of our total shares) and benefits from certain rights under a shareholders’ agreement. We produce, market and distribute Coca-Cola products through standard bottler agreements between our bottler subsidiaries and, in each case, The Coca-Cola Company’s local subsidiary or The Coca-Cola Company, or, in the case of juices and nectars, The Minute Maid Company, a subsidiary of The Coca-Cola Company. The Coca-Cola Company has the ability to exerciseexert a substantial influence over ouron the business of the Company through its rights under thesethe bottler agreements. Under theseAccording to the bottler agreements, The Coca-Cola Company unilaterally sets the prices for Coca-Cola soft drink concentrate soldthat they sell to us. The Coca-Cola Company may in the future increase the price we pay for the concentrate, increasing our costs. The Coca-Cola Company also monitors our prices and has the right to review and approve our marketing, operationaloperating and advertising plans. In addition, The Coca-Cola Company may unilaterally set the price for its concentrate, and it may in the future increase the price we pay for concentrate, increasing our costs. These factors may impact our profit margins, which could adversely affect our net income and results of operations.

 

Our marketing campaigns for Coca-Cola products are designed and controlled by The Coca-Cola Company. The Coca-Cola Company also makes significant contributions to our marketing expenses, although it is not required to contribute a particular amount. Accordingly, The Coca-Cola Company may discontinue or reduce such contribution at any time. Pursuant to the bottler agreements, we are required to submit a business plan to The Coca-Cola Company for prior approval on a yearly basis. In accordance with our bottler agreements, The Coca-Cola Company may, among other things, require that we demonstrate the financial ability to meet our business plan, and if we are not able to demonstrate our financial capacity, The Coca-Cola Company may terminate our rights to produce, market and distribute Coca-Cola soft drinks or other Coca-Cola beverages in territories where we have such approval. Under these bottler agreements, we are prohibited from producing, bottling, distributing or selling any products that could be substituted for,


be confused with or be considered an imitation of Coca-Cola soft drinks or other Coca-Cola beverages and products.products under the trademarks of The Coca-Cola Company.

 

We depend on The Coca-Cola Company to renew our bottler agreements, which are subject to termination by The Coca-Cola Company in the event we default or upon expiration of their respective terms. We currently are party to fivefour bottler agreements: two agreementsone agreement for Chile, which expireexpires in 2018 and 2019,2023, one agreement for Brazil, which expires in 2017,2022, one agreement for Argentina, which expires in 2017,2022, and one agreement for Paraguay, which expires in 2020.March 2022. We cannot provide any assurance that our bottler agreements will be maintained or extendedrenewed upon their termination. Even if they are renewed, we cannot provide any assurance that renewal will be granted on the same terms as those currently in effect. Termination, non-extension or non-renewal of any of our bottler agreements would prevent us from selling Coca-Cola trademark beverages in the affected territory, which would have a material adverse effect on our business, financial condition and results of operation.

 

In addition, any acquisition we make of bottlers of Coca-Cola products in other territories may require, among other things, the consent of The Coca-Cola Company under bottler agreements to which such other bottlers are subject. We cannot assure you that The Coca-Cola Company will consent to any future geographic expansion of our Coca-Cola beverage business. In addition, we

We cannot assure you that our relationship with The Coca-Cola Company will not deteriorate or otherwise undergo significant changes in the future. If such changes do occur, our operations and financial results and condition could be materially affected.

 

The nonalcoholic beverage business environment is changing rapidly, including as a result of epidemic diseases such as the recent outbreak of the COVID-19 pandemic, and increased obesityhealth and other healthenvironmental concerns, whichand if we do not address evolving consumer product and shopping preferences, our business could have a material adverse effect on demand for our products, and consequently on our financial performance.suffer.

 

Consumers, public health officials and government officials in the majority of our markets, are increasingly concerned with public health consequences associated with obesity, particularly among young people.  Some researchers, health advocates and dietary guidelines are encouraging consumers to reduce consumption of sugar-sweetened beverages and beverages sweetened with High Fructose Corn Syrup, nutritive or alternative sweeteners.  Increasing public concern about these issues, the possibility of taxes on sugar-sweetened beverages, additional governmental regulations concerning the marketing, labeling, packaging or sale of our beverages and any negative publicity resulting from actual or threatened legal actions against nonalcoholic beverage companies relating to the marketing, labeling or sale of beverages may reduce demand for our products, which could adversely affect our profitability.

In addition, concerns over the environmental impact of plastic may reduce the consumption of our products sold in plastic bottles or result in additional taxes that would adversely affect consumer demand.

The nonalcoholic beverage business environment in our territories is dynamic and constantly evolving rapidly as a result of, among other things, changes in consumer preferences, including changes based on health and nutrition considerations and obesity concerns;concerns, shifting consumer tastespreferences and needs; changes in consumer lifestyles;lifestyles, especially as affected by the COVID-19 pandemic; concerns regarding location of origin or source of ingredients and raw materials, and the environmental and sustainability impact of the product manufacturing process; consumer shopping patterns that are changing with the digital revolution; consumer emphasis on transparency related to our products and packaging; and competitive product and pricing pressures. IfWhile we have reduced the amounts of sugar in multiple beverages across our portfolio and increased availability of low or no-calorie soft drinks, if we are unable to successfully adapt successfully toin this environment, our participation in the changing environmentsales of beverages and retail landscape, our share of nonalcoholic beverage sales, volume growth and overall financial results willin general would be adverselynegatively affected.

 

Increased concern about the health effects of sugar and other sweeteners in beverages could result in changes to the beverage business.

Consumers, public health officials and government agencies in the majority of our markets, are increasingly concerned with public health consequences associated with obesity, particularly among young people. Additionally, some researchers, health advocates and dietary guidelines are encouraging consumers to reduce consumption of sugar-sweetened beverages and beverages sweetened with nutritive or alternative sweeteners. Increasing public concern about these issues, the possibility of taxes on sugar-sweetened beverages or other sweeteners, additional governmental regulations concerning the marketing, labeling, packaging or sale of our beverages and any negative publicity resulting from actual or threatened legal actions against beverage companies relating to the marketing, labeling or sale of beverages may reduce demand for our products or increase the cost, which could adversely affect our profitability.

Our business is highly competitive, including with respect to price competition, which may adversely affect our net profits and margins.

 

The soft drink and nonalcoholic beverage businesses arebusiness is highly competitive in each of the territories in which we operate. We compete with bottlers of local and regional brands, including low cost beverages and Pepsi products.  In Argentina and Brazil, we compete with Companhia de Bebidas das Americas, commonly referred to as AmBev, the largest brewer in Latin America and a subsidiary of InBev S.A., which sells Pepsico trademark products, in addition to a portfolio that includes local brands with flavors such as Guaraná. In Chile, our main competitor is Compañía de Cervecerías Unidas, which sells Pepsico trademark products as well as a portfolio that includes juices and waters.  In Paraguay, our main competitor is Embotelladora Central with Niki and De la Costa trademarks (which are low cost “B-brands”), followed by AV S.A. a bottler of the Pepsico trademark. This competition in each of the regions where we operate is likely to continue, and we cannot assure you that it will not intensify in the future, which could materially and adversely affect our financial condition and results of operations. If we do not continuously strengthen our capabilities in marketing and innovation to maintain our brand loyalty and market share, our business and results of operations could be negatively affected.

 

RawIf our raw material prices may be subject tocosts increase, including as a result of U.S. dollar/local currency exchange risk and price volatility, which could increase our costs of operations.profitability may be affected.

 

In addition to water, our most significant raw materials are (1) concentrate, which we acquire from affiliates of The Coca-Cola Company, (2) sweeteners and (3) packaging materials. Our most significant packaging raw material costs arise from the purchase of resin and plastic preforms to make plastic bottles and from the purchase of finished plastic bottles, the prices of which are related to


crude oil prices and global resin supply. Prices for concentrate are determined by The Coca-Cola Company and theThe Coca-Cola Company has unilaterally increased concentrate prices in the past and may do so again in the future. We cannot assure you that The Coca-Cola Company will not increase the price of the concentrate for Coca-Cola trademark beverages or change the manner in which such pricethese prices will be calculated in the future. We may not be successful in negotiating or implementing measures to mitigate the negative effect this may have in the pricing of our products or our results. The prices for our remaining raw materials are driven by market prices and local availability, the imposition of import duties and restrictions and fluctuations in exchange rates. We may not be successful in negotiating or implementing measures to mitigate the negative effect that increased raw material costs may have in the pricing of our products or our results.

 

We purchase our raw materials from both domestic and international suppliers, some of which must be approved by The Coca-Cola Company, which may limit the number of suppliers available to us. Because the prices of theour main raw materials –except for concentrate– are denominated in U.S. dollars, we are subject to local currency risk with respect to each of our operations. If any of the Chilean peso, Brazilian real, Argentine peso, or Paraguayan guaraní were to depreciate significantly against the U.S. dollar, the cost of certain raw materials in our respective territories could rise significantly, which could have an adverse effect on our financial condition and results of operations. We cannot assure you that these currencies will not lose value against the U.S. dollar in the future. Additionally, some raw material prices are subject to high volatility, which could also have a material adverse effect on our profitability. The supply or cost of specific raw materials could be adversely affected by domestic or global price changes, strikes, weather conditions, taxes, governmental controls or other factors. Any sustained interruption in the supply of these raw materials or any significant increase in their price could have a material adverse effect on our financial performance.

Instability in the supply of utility services and oil prices may adversely impact our results of operations.

 

Our operations depend on a stable supply of utilities and fuel in the countries where we operate. Electrical power outages could lead to increased energy prices and possible service interruptions. Interruptions in the supply of water could also generate an increase of our production costs and possible service interruptions. We cannot assure you that in the future we will not experience energy or water supply interruptions that could materially and adversely affect our business. In addition, a significant increase in energy prices would raise our costs, which could materially impact our results of operations. Fluctuations in oil prices have adversely affected our cost of energy and transportation in the regions where we operate, and we expect that they will continue to do so in the future. We cannot assure you that fuel prices will not increase in the future, and a significantthat such an increase in fuel price maywould not have a significant effect on our financial performance.

 

Water scarcity and poor water quality could adversely impact our production costs and capacity.

 

Water is the main ingredient in substantially all of our products. It is also a limited resource in many parts of the world, facing unprecedented challenges from overexploitation, increasing pollution and poor management. As demand for water continues to increase around the world, and as the quality of available water deteriorates, we may incur increasing production costs or face capacity constraints that could adversely affect our profitability or net operating revenues.profitability. We obtain water from various sources in our territories, including springs, wells, rivers and municipal and state water companies pursuant to either concessions granted by governments in our various territories or pursuant to contracts.territories. We are also subject to uncertainty regarding the interpretation of the laws of the countries in which we operate, and any ambiguity or uncertainty regarding the interpretation or application of regulations can result in increased production costs or penalties for non-compliance, which are impossible or difficult to predict. We also anticipate future discussions on new regulations on ownership and water usage in Chile and Paraguay. Additionally,other countries where we operate relating to future ownership of water supply in the São Paulo region has been recently affected by low rainfall, which has affected the mainresources, including possible nationalization, and stricter controls on water reservoir that serves the greater São Paulo area.usage. Water shortagesscarcity or changes in governmental regulations aimed at rationing water in the regionregions where we operate could affect our water supply.supply and therefore our business.

 

We cannot assure you that water will be available in sufficient quantities to meet our future production needs or will prove sufficient to meet our current water supply needs.

 

Significant additional labeling or warning requirements may inhibit sales of our products.

 

The countries in which we operate may adopt significant advertising restrictions as well as additional product labeling or warning requirements relating to the chemical content or perceived adverse health consequences of certain of our Coca-Cola products or other products. In addition, theThe Chilean congress recentlyCongress passed a new law which will become effective on June 27, 2016,Law No. 20,606 with respect to labeling of certain consumer products, including soft drinks and bottled juices and waters such as ours. In October 2015 we instituted a plan to adjust our labels toThe law became effective in June 2016 and its implementation has been carried out in stages, with labeling requirements becoming progressively stricter in June 2018 and June 2019. Given the new requirements of this law in order to be able to comply with its requirements once it becomes effective. Due touncertainty surrounding the difficulty of determining the future scope and interpretation of the requirements of this law, we may occasionally be subject to ambiguity or uncertainty with respect to its interpretation and application which could result in non-compliance and associated costs and penalties associated with non-compliance, which are impossible or difficult to predict. These requirements may adversely affect sales of our products.products and our results of operations.

 

Our business may be adversely affected if we are unable to maintain brand image and product quality.

 

Our beverage business is highly dependent on maintaining the reputation of our products in the countries where we operate. If we fail to maintain high standards for product quality, our reputation and ability to remain a distributor of The Coca-Cola Company beverages in the countries where we operate could be jeopardized. Negative publicity or incidents related to our products may reduce their demand and could have a material adverse effect on our financial performance. If any of our products is defective or found to contain contaminants, or causes injury or illness, we may be subject to legal claims filed by consumers, product recalls, business interruptions and/or other liabilities.

 


We take significant precautions in order to ensure thatminimize any risk of defects or contamination in our beverage products are free from contaminants and that our packaging materials (such as bottles, crowns, cans and other containers) are free of defects. Suchproducts. These precautions include quality-control programs for primaryraw materials, the production process and our final products.

We also have established procedures to correct as soon as practicable any problems that are detected.

In However, the event that contamination or a defect does occur in the future, it may lead to business interruptions, product recalls or liability, each of which could have an adverse effect on our business, reputation, prospects, financial conditionprecautions and results of operations.

Althoughprocedures we maintain insurance policies against certain product liability risks, we may not be able to enforce our rights in respect of these policies, and, in the event that a defect occurs, any amounts that we recoverimplement may not be sufficient to offset any damage we may suffer, which could adversely impact our business, results of operations and financial condition.protect us from potential incidents.

 

Trademark infringement could adversely impact our beverage business.

 

A significant portion of our sales derives from sales of soft drinksbeverages branded with trademarks of The Coca-Cola trademarks,Company, as well as other trademarks. If other parties attempt to misappropriate trademarks we use, we may be unable to protect these trademarks. The maintenance of the reputation of these brands is essential for the future success of our beverage business. Misappropriation of trademarks we use, or challenges thereto, could have a material adverse effect on our financial performance.

 

We may not be able to successfully implement our expansion strategies or achieve the expected operational efficiencies or synergies from potential acquisitions.

We have, and we may continue to, acquire businesses and pursue other strategic transactions as part of our expansion strategies. We cannot assure you that we will be successful in identifying opportunities and consummating acquisitions and other strategic transactions on favorable terms or at all. These types of transactions may involve additional risks to our Company, including operating in geographic regions or with beverage categories in which we have less or no operating history. Depending on the size and timing of an acquisition or transaction, we may be required to raise future financing to consummate the acquisition or transaction. Moreover, even if we are able to consummate a transaction, acquisitions and other strategic opportunities may involve significant risks and uncertainties.

Key elements to achieving the benefits and expected synergies of our acquisitions are the integration of acquired businesses’ operations into our own in a timely and effective manner and the retention of qualified and experienced key personnel. We may incur in unforeseen liabilities in connection with acquiring, taking control of, or managing beverage operations and other businesses and may encounter difficulties and unforeseen or additional costs in restructuring and integrating them into our operating structure. These difficulties include distraction of management from current operations, difficulties in integration with our existing business and technology, greater than expected liabilities and expenses, inadequate return on capital, and unidentified issues not discovered in our pre-acquisition investigations and evaluations of those strategies and acquisitions. We cannot assure you that these efforts will be successful or completed as expected by us, and our business, financial condition, results of operations could be adversely affected if we are unable to do so.

Weather conditions or natural disasters may adversely affect our business.

 

Lower temperatures and higher rainfall may negatively impact consumer patterns, which may result in lower per capita consumption of our beverage offerings.beverages. Additionally, adverse weather conditions or natural disasters may affect road infrastructure in the countries in which we operate and limit our ability to sell and distribute our products. For example, in February of 2010 our business experienced a temporary interruption in our production as a result of the 8.8 magnitude earthquake in central Chile; and in March 2015, flash floods in the north of Chile interrupted our production and distribution in such territory.

 

Our business is subject to risks arising from the ongoing COVID-19 pandemic.

The outbreak of the Novel Coronavirus 2019 (COVID-19), which was declared by the World Health Organization to be a “public health emergency of international concern”, has spread across most of the world. Countries around the world have adopted extraordinary measures to contain the spread of COVID-19, including imposing travel restrictions and bans, closing borders, establishing restrictions on public gatherings, instructing residents to practice social distancing, requiring closures of non-essential businesses, issuing stay-at-home advisories and orders, implementing quarantines and similar actions. The impact to date of the COVID-19 pandemic on global economic conditions has significantly increased economic uncertainty and is likely to have caused a global recession. We cannot predict how long the COVID-19 pandemic will continue or how long current or future governments’ restrictions will remain in place. Furthermore, even if the outbreaks of COVID-19 subside, we cannot predict whether subsequent outbreaks, including from new variants of the virus, will reoccur, or whether governments will implement longer-term measures that continue to affect industries.

Given uncertainties regarding the impact of the COVID-19 pandemic, we cannot predict accurately the extent to which the COVID-19 outbreak could affect our business and results of operations. COVID-19 poses the risk that we or our employees, contractors, suppliers and other partners may be limited or prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities. While our operations have not been


materially disrupted to date, the COVID-19 pandemic and government measures taken to contain the spread of the virus could disrupt our supply chain and the manufacture or shipment of our products, and adversely impact our business or results of operations.

Additionally, the COVID-19 pandemic and government measures have disrupted certain of our sales channels, in particular as a result of the temporary mandatory closing of restaurants and bars and prohibition on social gathering events, which adversely affects our sales volumes to these channels. We cannot predict how much of an impact the COVID-19 pandemic and government measures will ultimately have on these sales channels, including whether many channels will be able to resume their operations after the virus is contained. Nor can we predict how much or for how long consumer spending patterns may change as a result of these developments.

The COVID-19 pandemic and government measures could in the future adversely affect our business and results of operations, potentially materially. In addition, an outbreak of other epidemics in the future, such as the bird flu, influenza, SARS, the Ebola virus and the Zika virus, could also result in a similar impact.

Our insurance coverage may not adequately cover losses resulting from the risks for which we are insured.

 

We maintain insurance for our principal facilities and other assets. Our insurance coverage protects us in the event we suffer certain losses resulting from theft, fraud, expropriation, business interruption,fire, terrorism and natural disasters, or other similar eventssuch as earthquake and floods, or from business interruptions caused by such events. In addition, we maintain other insurance policies for our directorsgeneral liability and officers.product contamination. We cannot assure you that our insurance coverage will be sufficient or will provide adequate compensation for losses that we may incur.

 

If we are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.

 

We are increasingly dependent on information technology networks and systems, including over the Internet, to process, transmit and store electronic information. In particular, we depend on our information technology infrastructure for digital marketing activities and electronic communications among us and our clients, suppliers and also among our subsidiaries.subsidiaries and facilities. Security breaches of thisor infrastructure flaws can create system disruptions, shutdowns or unauthorized disclosure of confidential information. If we are unable to prevent such breaches or flaws, our operations could be disrupted, or we may suffer financial damage or loss because of lost or misappropriated information.

 

Cyber threats are rapidly evolving and the means for obtaining access to information in digital and other storage media are becoming increasingly sophisticated. Cyber threats and cyber-attackers can be sponsored by countries or sophisticated criminal organizations or be the work of single “hackers” or small groups of “hackers”.

We are in the process of analyzing the adequacy of our information technology systems and installing new and upgrading existing information technology systems in order to achieve industry standard levels of protection for the Company’s data and business processes against risk of data security breach and cyber-attack. We are working to strengthen the integrity of our data network and expect this process to continue over the coming years. Insider or employee cyber and security threats are increasingly a concern for all companies, including ours. Nevertheless, as cyber threats evolve, change and become more difficult to detect and successfully defend against, one or more cyber-attacks might defeat our or a third-party service provider’s security measures in the future and obtain the personal information of customers or employees. Employee error or other irregularities may also defeat of security measures and result in a breach of information systems. Moreover, hardware, software or applications we use may have inherent defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. A security breach and loss of information may not be discovered for a significant period of time after it occurs. While we have no knowledge of a material security breach to date, any compromise of data security could result in a violation of applicable privacy and other laws or standards, the loss of valuable business data, or a disruption of our business. A security breach involving the misappropriation, loss or other unauthorized disclosure of sensitive or confidential information could give rise to unwanted media attention, materially damage our customer relationships and reputation, and result in fines or liabilities, which may not be covered by our insurance policies.

Perception of risk in emerging economies may impede our access to international capital markets, hinder our ability to finance our operations and adversely affect our financial performance.

 

International investors, as a general rule, consider the countries in which we operate to be emerging market economies. Consequently, economic conditions and the market for securities of emerging market countries influence investors’ perceptions of Chile, Brazil, Argentina and Paraguay and their evaluation of securities of companies located in these countries.

During periods of heightened investor concern regarding emerging market economies, in particular in recent years Argentina, the countries where we operate may experience significant outflows of U.S. dollars.

 


In addition, during these periods companies based in the countries where we operate have faced higher costs for raising funds, both domestically and abroad, as well as limited access to international capital markets, which have negatively affected the prices of the aforementioned countries’ securities. Although economic conditions are different in each of the emerging-market countries, investors’ reactions to developments in one of these countries may affect the securities of issuers in the others. For example, adverse developments in emerging market countries may lead to decreased investor interest in investing in the securities of Chilean companies.companies.

 

Our business may be adversely affected if we fail to renew collective bargaining labor agreements on satisfactory terms or experience strikes or other labor unrest.

 

A substantial portion of our employees is covered by collective bargaining labor agreements. These agreements generally expire every year. Our inability to renegotiate these agreements on satisfactory terms could cause work stoppages and interruptions, which may adversely impact our operations. AmendmentsChanges to the terms and conditions of existing agreements could also increase our costs or otherwise have an adverse effect on our operational efficiency. We experience periodic strikes and other forms of labor unrest through the ordinary course of business. For example, in 2008 we experienced a strike in our production facilities in Chile, which lasted for a period of approximately two weeks, and which had a significant effect on our production capacity. We cannot assure you labor interruptions or other labor unrest will not occur in the future. If we experience strikes, work stoppages or other forms of labor unrest at any of our production facilities, our ability to supply finished beverages to customers could be impaired, which would reduce our net operating revenues and could expose us to customer claims.

 

Our business is subject to extensive regulation, which is complex and subject to change.

 

We are subject to local regulations in each of the territories in which we operate. The principalmain areas in which we are subject toof regulation are water, environment, labor, taxation, health, consumer protection, advertising and antitrust. Regulation could also affect our ability to set prices for our products. The adoption of new laws or regulations or a stricter interpretation or enforcement thereof in the countries in which we operate may increase our operating costs or impose restrictions on our operations which, in turn, may adversely affect our financial condition, business and results. Further changes in current regulations may result in increased compliance costs, which may have an adverse effect on our results or financial condition.

 

In the past, voluntary price restraints or statutory price controls have been imposed in several of the countries in which we operate. Currently there are no restraints or price controls applicable to our products in any of the territories in which we operate, other than in Argentina, where there are voluntary price restraints. There are currently no price controls for our products in anyexcept with respect to a limited number of the territories in which we operate, except in Argentina, where there are voluntary price restraints. There are currently no published laws or regulations imposing price controls on our products in Argentina. Nonetheless,However, we have complied with the request by Argentine government authorities to maintain prices of certain products sold through supermarkets.

The imposition of these restrictions or voluntary price restraints in Argentina or other territories may have an adverse effect on our results and financial condition.  We cannot assure you that government authorities in Argentina or in any country in which we operate will not impose statutory price controls, or that we will not be requested to impose voluntary price restraints in the future.

We may be required to incur considerable expenses The potential imposition of restraints or price controls in order to comply with various environmental laws and regulations. Such expensesthe future may have a materialan adverse effect on our results of operations and financial position.condition.

Our business is subject to increasing environmental regulation, which may result in increases in our operating costs or adverse changes in consumer demand.

 

We are subject to various environmental laws and regulations thatin the countries where we operate, which apply to our products, containers products and activities. If these environmental laws and regulations are strengthened or newly established in jurisdictions in which we conduct our businesses, we may be forcedrequired to incur considerable expenses in order to comply with such

laws and regulations. We are also subject to uncertainty regarding the interpretation of the environmental laws and regulations of the countries in which we operate, and any ambiguity or uncertainty regarding the interpretation or application of regulations can result in increased production costs or penalties for non-compliance, which are difficult to predict. Such increased expenses may have a material adverse effect on our results of operations and financial position. To the extent we determine that it is not financially sound for us to continue to comply with such laws and regulations, we may have to curtail or discontinue our activities in the affected business areas.

 

In addition, concerns over the environmental impact of plastic may reduce the consumption of our products sold in plastic bottles or result in additional taxes that could adversely affect consumer demand. In 2019, different bills seeking to restrict the generation of single-use plastic products and regulate plastics in Chile were consolidated in one bill and introduced for consideration by the Chilean Congress. The bill would consider specific regulations for single-use plastic bottles and refillables. During 2020, the bill was approved by the Senate, and currently is under discussion at the House of Representatives. However, we cannot predict whether this bill will pass. If enacted, this bill may have an adverse effect on our results of operations.

If we were to become subject to adverse judgments or determinations in legal proceedings to which we are, or may become, a party, our future profitability could suffer through significant liabilities, a reduction of sales, increased costs or damage to our reputation due to our failure to adequately communicate the impact of any such proceeding or its outcome to the investor and business communities.reputation.

 

In the ordinary course of our business, we become involved in various other claims, lawsuits, investigations and governmental and administrative proceedings, some of which are or may be significant. In addition, Coca-Cola Andina Brazil isWe are currently a party to a series of ongoing administrative tax proceedings in which the Brazilian federal tax authorities have claimed that Coca-Cola Andina Brazil has unpaid liabilities for value-added taxes on industrialized products (imposto sobre produtos industrializados, or IPI) involving aggregate claims of a significant amount.certain legal proceedings. Adverse


judgments or determinations in one or more of these proceedings could require us to change the way we do business or use substantial resources in adhering to the settlements andsettlements. These could have a material adverse effect on our business, including, among other consequences, by significantly increasing the costs required to operate our business. Ineffective communications during or after these proceedings could amplify the negative effects, if any, of these proceedings on our reputation and may result in a negative market impact on the price of our securities. Additionally, adverse preliminary decisions in one We evaluate these litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves and/or moredisclose the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our current assessments and estimates.

In addition, during recent years, the Company has been subject to judicial proceedings and administrative investigations associated with alleged monopolistic practices. Although these proceedings and investigations have not resulted in any convictions or penalties for the Company, we cannot assure that this will not occur in the future. Antitrust complaints may require the usebe submitted in Chile without any prior admissibility test and, as a result, we cannot predict whether unsubstantiated claims against us will be filed. Possible sanctions in matters of substantial financial resources during its review by a higher court.competition could have an adverse effect on our business.

 

The countries in which we operate may adopt new tax laws or modify existing laws to increase taxes applicable to our business.business or reduce existing tax incentives.

 

We cannot assure you that any governmental authority in any country where we operate will not impose new taxes or increase the taxes on our products in the future. The imposition of new taxes, orthe increases in taxes on our productsor the reduction of tax incentives may have a material adverse effect on our business, financial condition prospects and results.

 

For example, in Chile on September 29, 2014 Law 20.780No. 20,780 was enacted which was subsequently amended by Law 20.899,No. 20,899, on February 8, 2016 (the “Tax Reform”). The Tax Reform providesintroduced a “Transitional Regime”new tax regime for calendar years 2014, 2015corporations, the Semi-Integrated Regime established in article 14(B) of the Chilean Income Law, increasing the tax burden, among other changes. For companies such as Andina, the latest reform introduced in Chile (by Law 21.210 of February 2020) maintains corporate tax and 2016 and a “Permanent Regime” for calendar years 2017 and thereafter.withholding tax rates on dividends.

 

In Argentina in December 2017, a tax reform was passed, which came into force in 2018. The most important consequence for the Transitional Regime, for calendar years 2014, 2015 and 2016,Company is the Tax Reform progressively increasesreduction in the Corporate Income Tax rate to 21%, 22.5% and 24%, respectively. There are no changes to the taxation that applies to dividends paid to shareholders that are not resident in Chile. The additionalprevious income tax rate remains atfrom 35% and credit is available for 100 percent of corporate income tax that may be charged to dividends remitted abroad. For natural persons domiciled or resident in Chile the current regime also remains. Such shareholders are taxed with the Supplementary Global Tax which has progressive rates ranging between 0% and 40% in the year they receive the payment of the dividend, entitled to credit30% for the entirety of corporate income tax paid by the issuer of the shares. For the calendar year 2017,fiscal years 2018 and 2019 and from 2020 onwards the rate willdecreases to 25%. However, this reduction is only available when profits are reinvested. In addition, a tax of 7% must be 25% for companies that choosepaid at the Attributed Regime scheme and 25.5% for those taxed by the Semi-Integrated scheme, each described below.

In the Permanent Regime,time of distribution of dividends for the first two years 2017 and thereafter, taxpayers may choose either the Attributed Regime or the Semi-Integrated income taxation schemes. Under the Attributed Regime scheme, annual accrued profits are immediately charged with13% from 2020 onwards. The Argentine government had suspended the corporate income tax rate of 25%decrease previously contemplated for fiscal years 2020 and an additional tax of 35%, maintaining the right to credit against the latter 100% of corporate income tax. In this option, non-Chilean shareholders are taxed with the additional tax of 35% regardless of whether the Chilean company pays2021. As a dividend or not due to the fact that the additional tax should be declared and paid in the year in which profits are accrued in the Chilean company that has issued the shares.

The same applies to local shareholders, defined as natural persons domiciled in Chile, but with a maximum rate of 35% for the Supplementary Global Tax. Under the Semi-Integrated tax scheme, earned annual profits are taxed atresult, the corporate income tax rate has remained at 30% and the income tax rate on dividends has remained at 7%. In addition, a bill was introduced in the Argentinian Congress to amend and increase the corporate income tax rate from 30% to 35% on companies with income in excess of 27% (25.5%AR$20,000,000, while taxes on dividends would continue to be taxed at 7%. If the bill is approved, the increased tax rate may apply for fiscal year 2017).  Dividends remitted abroad and those paid2021. In relation to local shareholders are taxed with additionalgross income tax, or Supplementary Global Tax (within 2019 there was a maximum rate of 35%) only0.5% average reduction in the yeargross income tax rate for industry activity in provinces of Argentina where Andina has no productive plants, while the 0.5% reduction planned for 2020 was suspended and continues suspended for 2021. Municipal rates in 2019 and so far as of the paymentdate of the dividend. The additional tax rate remains at 35%this annual report, remain unchanged, with corporate income tax credit paid by the issuing company.

Notwithstanding the above, local shareholders and shareholders domiciled in countries that do not have an existing treaty to avoid double taxation with Chile, can only credit 65% of corporate income tax, which results in a total tax burden on profits distributed to those shareholders of 44.45%. The credit limitation is made by establishing a debit (tax) to the shareholder equal to 35% of corporate income tax.few insignificant exceptions.

 

It should be noted that an open stock corporation in which one or moreAndina Argentina enjoys the benefit of its shareholders is in turn a company domiciled in Chile does not have the option and will automatically be subject to the Semi-Integrated scheme.

The same reform increased the additional tax on non-alcoholic beverages with sugar from 13% to 18%, and reduced the additional tax on non-alcoholic beverages without sugar from 13% to 10%.

In November 2012, the government of the Province of Buenos Aires, Argentina, adopted Law No. 14,394, which increased the tax rate applied to revenue from products sold within the Province of Buenos Aires. For products manufactured in the territory of the Province of Buenos Aires, Law No. 14,394 increased the tax rate from 1% to 1.75%, and for products manufactured in any other Argentine province, from 3% to 4%. In January 2013, the government of the Province of Chubut, Argentina, adopted Law No. XXIV-62, which increased the tax rate applied to revenue from products sold within the Province of Chubut and manufactured in any other Argentine province from 3% to 4%. In December 2012, the government of the Province of La Pampa, Argentina, adopted Law No. 2,700, which increased the tax rate applied to revenue from products sold within the Province of La Pampa and manufactured in any other Argentine province, from 1.5% to 2.5%. In January 2013, the government of the Province of Mendoza, Argentina, adopted Law No. 8,523, which increased the tax rate applied to revenue from the sale of mineral water bottled in any other Argentine province and sold within the Province of Mendoza from 4% to 6%.

In January 2016, the government of the Province of Río Negro, Argentina, adopted Law No. 5,009, which increased the tax rate applied to revenue from products sold within the Province of Río Negro and manufactured in any other Argentine province from 3.8% to 4%. In January 2016, the government of the Province of Neuquén, Argentina adopted Law No. 2.982, which increased the tax rate applied to revenue from products sold within the Province of Neuquén and manufactured in any other Argentine province in 0.5%. In December 2015, the government of the Province of Córdoba, Argentina adopted Law No 10.323, establishing an additional tax from January 1, 2016 through and including December 31, 2019, for the Infrastructure Works Financing Fund increasing the taxzero-tax rate on gross income by 15.25%.in the province of Córdoba until 2030 under a new industrial promotion granted on August 31, 2020. For further information, see also “Risks Relating to Brazil – Changes in tax laws may increase our tax burden and reduce tax incentives and, as a result, negatively affect our profitability.”

 

GivenBrazilian tax proceedings may result in a significant tax liability.

Our subsidiary Rio de Janeiro Refrescos Ltda. is party in several tax proceedings in which the highBrazilian federal tax burdenauthorities argue the alleged existence of liabilities associated with value added tax on industrialized products for an approximate total amount of R$ 2,471 billion (equivalent to approximately US$475.49 million). These proceedings are at different administrative as well as judicial procedural stages. We disagree with the Brazilian tax authorities’ position and believe that Rio de Janeiro Refrescos Ltda. is entitled to claim Imposto sobre Produtos Industrializados (IPI) tax credits in connection with its purchases of certain exempt raw materials from suppliers located in the Manaus Free Trade Zone. We believe that the Brazilian tax authorities’ claims are without merit. Our external Brazilian counsel has advised us that it believes that Rio de Janeiro Refrescos Ltda.’s likelihood of loss in most of these proceedings is classified as possible to remote (i.e., approximately 30%). Despite the foregoing, the outcome of these claims is subject to uncertainty, and it is difficult to predict their final resolution or any other negative repercussions from this dispute with the Brazilian tax authorities to The Coca-Cola Company or its bottling companies in Brazil, including our Brazilian subsidiaries.


The modifications to the government provides tax incentivesbeer distribution agreement with Heineken in Brazil may not be approved by the Brazilian antitrust authorities, which could adversely affect our results of operations.

In July 2017 Heineken Brazil notified us of the termination of the agreement by virtue of which Rio de Janeiro Refrescos Ltda. distributes Heineken and Amstel branded beers, among others, within its franchise territories, effective as of March 2022. The termination of this agreement will adversely affect our results. During 2020, however, the Coca-Cola system in Brazil and Heineken reached an agreement to attract investment to certain territories, particularly for manufacturers and other companies operating and investingredesign their distribution partnership in Brazil. AndinaAs per the agreement, expected to become effective mid-2021, the Coca-Cola system in Brazil has been providedwill continue to offer the Kaiser, Bavaria and Sol brands, and will complement this portfolio with somethe Eisenbahn brand and certain other brands. Additionally, as part of said incentives. However, these incentive programs may bethe redesign of the distribution partnership, the agreement allows the Coca-Cola system bottlers in Brazil to distribute and produce other national or international brands, in certain percentages and under certain conditions. We estimate that initially the brands portfolio under the modified or terminated, thereby increasingagreement will represent approximately 26% of the volume under the previous agreement with Heineken, based on sales volume during 2020. The modified agreement is subject to antitrust approval. Consequently, our cost of operations in Brazil. Termination, non-extension or non-renewal of said tax incentives would have a material adverse effect on our business financial condition and results of operation.

Weoperations may not be able to successfully integrate our recent acquisitions and achieve the operational efficiencies and/or expected synergies.

We have and we may continue to acquire bottling operations and other businesses. A key element to achieve the benefits and expected synergies of our recent and future acquisitions and/or mergers is to integrate the operation of acquired or merged businesses into our operations in a timely and effective manner. We may incur unforeseen liabilities in connection with acquiring, taking control of, or managing bottling operations and other businesses and may encounter difficulties and unforeseen or additional costs in restructuring and integrating them into our operating structure. We cannot assure you that these efforts will be successful or completed as expected by us, and our business, results and financial condition could be adversely affected if we are unable to do so.obtain the necessary authorizations to implement the modified agreement with Heineken.

 

If we do not successfully comply with laws and regulations designed to combat governmental corruption in countries in which we sell our products, we could become subject to fines, penalties or other regulatory sanctions, and our sales and profitability could suffer.

Although we are committed to conducting business in a legal and ethical manner in compliance with local and international statutory requirements and standards applicable to our business, there is a risk that our employees or representatives may take actions that violate applicable laws and regulations that generally prohibit the making of improper payments to foreign government officials for the purpose of obtaining or keeping business, including laws relating to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions such asor the U.S. Foreign Corrupt Practices Act.

 

We may not be able to recruit or retain key personnel.

 

In order to support and market our products, we must hire and retain skilled employees with particular expertise. The implementation of our strategic business plans could be undermined by a failure to recruit or retain key personnel or the unexpected loss of senior employees, including in acquired companies. We face various challenges inherent in the management of a large number of employees over diverse geographical regions. Key employees may choose to leave their employment for a variety of reasons, including reasons beyond our control. The impact of the departure of key employees cannot be determined and may depend on, among other things, our ability to recruit other individuals of similar experience and skill. It is not certain that we will be able to attract or retain key employees and successfully manage them, which could disrupt our business and have an unfavorable material effect on our financial position, income from operations and competitive position.

 

A devaluation of the currencies of the countries where we have our operations, with regard to the Chilean peso, can negatively affect the results reported by the Company in Chilean pesos.

The Company reports its results in Chilean pesos, while a large part of its revenues and Adjusted EBITDA comes from countries that use other currencies. During 2019 and 2020, 35% and 34% of the Company’s net sales were generated in Brazil, 22% and 19% in Argentina, and 9% and 9% in Paraguay, while 34% and 33% of Adjusted EBITDA was generated in Brazil, 16% and 14% in Argentina, and 12% and 14% in Paraguay, respectively. If the currencies of these countries depreciate against the Chilean peso, this would have a negative effect on the results and financial condition of the Company, which are reported in Chilean pesos.

The imposition of exchange controls could restrict the entry and exit of funds to and from the countries in which we operate, which could significantly limit our financial capacity.

The imposition of exchange controls in the countries in which we operate could affect our ability to repatriate profits, which could significantly limit our ability to pay dividends to our shareholders. Additionally, it may limit the ability of our foreign subsidiaries to finance payments of U.S. dollar denominated liabilities required by foreign creditors.

Negative information on social media and similar platforms could adversely affect our reputation.

Negative or inaccurate information concerning us or The Coca-Cola trademarks may be posted on social media and similar platforms of Internet-based communications at any time. This information may affect our reputation, and adversely impact our business and results of operations.


Risks Relating to Chile

 

Our growth and profitability depend significantly on economic conditions in Chile.

 

39.3%Our operations in Chile represented 37.7% and 47.8% of our assets as of December 31, 20152019 and 27.3%December 31, 2020, respectively, and 34.2% and 38.0% of our net sales for the year ended December 31, 2015 corresponded to2019 and 2020, respectively. Accordingly, our operations in Chile.  Thus, ourbusiness, financial condition, and results of operations depend, significantly onto a considerable extent, upon economic conditions prevailing in Chile.

 

International and local economic crisisconditions may adversely affect the Chilean economy, and unfavorable general economic conditions could negatively affect the affordability of and demand for some of our products.products in the country. In difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products or buying low cost “B brands”brands offered by competitors. Any of these events could have an adverse effect on our business, financial condition and results of operations.

 

According to data published by the Central Bank, the Chilean economy grew at a rate of 5.6%1.3% in 2012, 4.2%2016, 1.5% in 20132017, 4.0% in 2018 and 1.9%1.1% in 2014 and at2019and in 2020 it contracted 5.8%, as a rateresult of 2.5%, 1.9% and 2.2% respectively during the first three quartersimpact of 2015.the COVID-19 pandemic. Our financial condition and results of operations could also be adversely affected by changes over which we have no control, including, without limitation:

 

·political or economic developments in or affecting Chile;

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

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

·                  other political or economic developments in or affecting Chile;

·tax rates and policies;

·                  regulatory changes or administrative practices of Chilean authorities;

·regulatory changes or administrative practices of Chilean authorities;

·                  inflation and governmental policies to combat inflation;

·the Chilean constitutional process, and the impact of a new Chilean Constitution, if approved;

·                  currency exchange movements; and

·government restrictions in response to the COVID-19 pandemic and authorities, capacity to keep the pandemic under control;

·                  global and regional economic conditions.

·inflation and governmental policies to combat inflation;

·currency exchange movements; and

·global and regional economic conditions.

 

We cannot assure you that the future development of the Chilean economy will not impair our ability to successfully carry out our business plan or materially adversely affect our business, financial condition or results of operations.

 

Civil unrest in Chile, the approval by the general public to draft a new Constitution and the health conditions resulting from COVID-19 have had and could have in the future a significant adverse effect on the general economic conditions in Chile and our business, results of operations and financial condition.

Beginning in October 2019, widespread protests have taken place in Chile. This began with the government's announcement of an increase in subway fares in Santiago and quickly grew into broader unrest over economic inequality in the country. Demonstrations spread across the country and resulted in violent and, sometimes, fatal acts, as well as significant damage to public and private property. The Congress of Chile, as a measure to address the protests, agreed to submit to the general public the approval of a potential reform to the Constitution. On October, 2020, Chile held a referendum whereby nearly 80% of voters opted to replace the Constitution and to have a new constitution drafted by a special constitutional convention comprised of 155 citizens to be elected in April 2021 solely for that task. Upon its drafting and approval by two-thirds of the constitutional convention’s members, the final draft of the new constitution will be submitted to a further public referendum expected to be held during 2022 for its approval or rejection by absolute majority vote.

During 2020 the country was affected by the COVID-19 pandemic, resulting in countless fatalities and an economic crisis caused, in part, by government restrictions aimed at continuing the spread of the virus. Significant measures have been taken to support households and businesses, both tax incentives and social assistance contributions were made, and a 10% two-time withdrawal of pension plan savings was approved. However, developments in the economy during the last quarter of 2020 were less favorable than projected due to new health restrictions and a slow recovery in the sectors most affected, which has negatively impacted the dynamism of the economic recovery and is expected to have a significant effect on consumption and trade-related activities in 2021. At the same time, government fiscal stimulus is expected to continue, in line with the approved budget, and Chile's economy is expected to receive a significant external boost, with copper price averaging increasing significantly.

We cannot predict the extent to which Chile's economy will be affected by civil unrest, the uncertainty of a new Constitution, or the effects of the pandemic and government restrictions to contain the spread of the virus, nor can we predict whether government policies enacted in response to these situations will have a negative impact on Chilean economy. Despite looting at our distribution center in Puente Alto, our operations have not been affected by the protests and vandalism in any material respect to date. Additionally, despite the imposition of the changes and our operations to mitigate the potential spread of the virus, and changes in consumption patterns, our financial results have not been significally impacted. We cannot assure these or similar future developments will not affect our production and logistics infrastructure in the future.


The Chilean peso is subject to depreciation and volatility, which could adversely affect our business.

The Chilean peso has been subject to large nominal devaluations in the past and may be subject to significant fluctuations in the future. The main drivers of exchange rate volatility in past years were the significant fluctuations of commodity prices, as well as general uncertainty and trade imbalances in the global markets. The Chilean peso appreciated by 6% and 8% during 2016 and 2017, respectively, depreciated by 13% and 8% during 2018 and 2019 and appreciated by 5% in 2020, compared to the previous year's closing exchange rate of the US dollar in nominal terms.

A significant part of the raw materials used by the Company are in U.S. dollars, therefore a devaluation of the Chilean peso against the U.S. dollar can affect our costs and margins in a significant way.

In addition, as we report our results of operations in Chilean pesos, fluctuations in the value of the Chilean peso versus the Brazilian real, the Argentine peso and the Paraguayan guaraní could also impact our reported performance in Chilean pesos.

Inflation in Chile and government measures to curb inflation may disrupt our business and have an adverse effect on our financial condition and results of operations.

 

Although Chilean inflation has decreased in recent years, Chile has experienced highsignificant levels of inflation in the past. The annual rates of inflation in Chile, which in 2012, 2013, 20142016, 2017, 2018, 2019 and 20152020 were 1.5%2.7%, 2.3%, 2.6%, 3.0% 4.6%

and 4.4%3.0%, respectively, as measured by changes in the consumer price index and as reported by the INE (Instituto Nacional de Estadísticas, or the Chilean National Institute of Statistics),Statistics, could adversely affect the Chilean economy and have a material adverse effect on our financial condition and results of operations if we are unable to increase our prices in line with inflation. We cannot assure you that Chilean inflation will not revert to prior levelsincrease in the future.

 

The measures taken by the Central Bank in the past to control inflation have often included maintaining a conservative monetary policy with high interest rates, thereby restricting the availability of credit and economic growth. Inflation, measures to combat inflation, and public speculation about possible additional actions by the government have also contributed materiallyin the past to economic uncertainty in Chile and to heightened volatility in its securities markets. Periods of higher inflation may also slow the growth rate of the Chilean economy, which could lead to reduced demand for our products and decreased sales. Inflation is also likely to increase some of our costs and expenses, given that the majority of our supply contracts in Chile are UF-denominated or are indexed to the Chilean consumer price index. Due to competition, weWe cannot assure you that, under competitive pressure, we will be able to realizecarry out price increases, which could adversely impact our operating margins and operating income. Additionally, an important part of our financial debt in Chile is UF-denominated, and therefore the value of the debt reflects any increase of the inflation in Chile.

 

The Chilean peso is subject to depreciation and volatility, which could adversely affect our business.

The Chilean government’s economic policies and any future changes in the value of the Chilean peso against the U.S. dollar could adversely affect our operations and financial results. The Chilean peso has been subject to large nominal devaluations in the past and may be subject to significant fluctuations in the future. The main drivers of exchange rate volatility in past years were the significant fluctuations of commodity prices, as well as general uncertainty and trade imbalances in the global markets. In 2011, the Chilean peso appreciated mainly resulting from worsening financial conditions in certain Eurozone countries and higher volatility in global financial markets. The more recent exchange rate volatility has also been driven by uncertainty about the Eurozone’s financial situation and its effects on global growth. The value of the Chilean peso against the U.S. dollar may continue to fluctuate significantly in the future.

Based on the Observed Exchange Rates for U.S. dollars as of December 31, 2013, 2014 and 2015, the Chilean peso depreciated 9.3%, 15.7% and 14.7% relative to the U.S. dollar in nominal terms, respectively.

A severe earthquake or tsunami in Chile could adversely affect the Chilean economy and our network infrastructure.

 

Chile lies on the Nazca tectonic plate, one of the world’s most seismically active regions. Chile has been adversely affected by powerful earthquakes in the past, including an 8.0 magnitude earthquake that struck Santiago in 1985 and a 9.5 magnitude earthquake in 1960 which wasis the largest earthquake ever recorded.

 

OnIn February 27, 2010, an 8.8 magnitude earthquake struck the central and south centralsouth-central regions of Chile. The quake epicenter was located 200 miles southwest of Santiago and 70 miles north of Concepción, Chile’s second largest city. The regions of Bío Bío and Maule were the most severely affected regions, especially the coastal area, which, shortly after the earthquake, was hit by a tsunami that significantly damaged cities and port facilities. The regions of Valparaíso and Metropolitan regionregions were also severely affected. At least 1,500,0001.5 million homes were damaged, and more than 500 people were killed. According to an initial assessment by the government of Chile, the repair of the resulting damage, excluding damage to port facilities, is likely to take between three and four years and the preliminary assessments of reconstruction costs indicate that they could total approximately US$30 billion. As a result of these developments, economic activity in Chile was adversely affected in March 2010. Legislation was passed to raise the corporate income tax rate in order to pay for reconstruction following the earthquake and tsunami, which had an adverse effect on our results. The legislation increased the corporate tax rate from its previous rate of 17.0% to 20.0%.

 

A severe earthquake and/or tsunami in Chile in the future could have an adverse impact on the Chilean economy and on our business, financial condition and results of operation, including our production and logistics network, including our business, results of operations and financial condition.network.

Risks Relating to Brazil

 

Our business operations in Brazil are dependent on economic conditions in Brazil.

 

36.6%Our operations in Brazil represented 40.1% and 32.4% of our assets as of December 31, 20152019 and 32.3%December 31, 2020, respectively, and 34.8% and 34.2% of our consolidated net sales for the year ended December 31, 2015 corresponded to our operations in Brazil.

2019 and 2020, respectively. Because demand for soft drinks and beverage products is usually correlated to economic conditions prevailing in the relevant local market, whichdevelopments in turn is dependenteconomic conditions in Brazil, and measures taken by the Brazilian government, have had and are expected to continue to have an impact on the macroeconomic condition of the country in which the market is located, our financial condition andbusiness, results of operations and financial condition.


The Brazilian economy has historically been characterized by unstable economic cycles and interventions by the Brazilian government. Brazilian GDP contracted by 3.3% in 2016, grew by 1.3%, 1.8% and 1.4% in 2017, 2018 and 2019, respectively, according to a considerable extent are dependent upon politicalthe Brazilian Institute of Geography and economic conditions prevailingStatistics (Instituto Brasileiro de Geografia e Estatistica). According to the Brazilian Institute of Geography and Statistics, the Brazilian GDP contracted by 4.1% in Brazil.  2020. The Brazilian government has often changed monetary, taxation and other policies to influence the course of Brazil’s economy. Our business, results of operations and financial condition may be adversely affected by, among others, the following factors:

·expansion or contraction of the Brazilian economy;

·exchange rate fluctuations;

·high inflation rates;

·changes in fiscal or tax policies;

·changes in monetary policy, including an increase in interest rates;

·exchange control policies and restrictions on remittances abroad;

·investment levels;

·liquidity of domestic capital and credit markets;

·employment levels and labor and social security regulations;

·energy or water shortages or rationalization;

·changes in environmental regulation;

·government restrictions in response to the COVID-19 pandemic and the capacity of authorities to keep the pandemic under control;

·social and political instability; and

·other developments in or affecting Brazil.

The Brazilian economy is also affected by international economic and market conditions in general, especially economic and market conditions in the United States.  Similarly to other emerging market countries, the Brazilian currency depreciated significantly during 2015, attributed in part to an outflow of capital related to the expectation that the United States, Federal Reserve will reduce or end its “quantitative easing” economic stimulus measures.  The Brazilian economy is therefore subject to uncertainties and risks related to changes in economic conditions and policy measures in countries such as the United States and China, as well as the European Union and elsewhere.China.

 

The Brazilian economy has been experiencing a slowdown — GDP growth rates were 3.9%, 1.8%, 2.7%, and 0.1% in 2011, 2012, 2013 and 2014, respectively, but GDP decreased 3.8% in 2015. In addition, inflation, unemployment and interest rates increased in 2015, and the Brazilian real weakened significantly in comparison to the U.S. dollar. The market expectation for 2016 is that the Brazilian economy will continue to slow down.

The Brazilian government exercises significant influence over the Brazilian economy, which together with historicallyHistorically volatile Brazilian political, social and economic conditions in Brazil could adversely affect our business and results of operations.

Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crisis have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration.

Economic instability in Brazil has contributed to a decline in market confidence in the Brazilian economy as well as to a deteriorating political environment. In addition, various ongoing investigations into allegations of money laundering and corruption being conducted by the Office of the Brazilian Federal Prosecutor, including the largest such investigation, known as “Operação Lava Jato,” have negatively impacted the Brazilian economy and political environment. The potential outcome of these investigations is uncertain, but they have already had an adverse impact on the image and reputation of the implicated companies, and on the general market perception of the Brazilian economy. We cannot predict whether the ongoing investigations will result in further political and economic instability, or if new allegations against government officials and/or executives of private companies will arise in the future.

Jair Bolsonaro was elected as the President of Brazil in October 2018. His election led to a market recovery and the recovery of the value of the local stock market. However, we cannot assure that this confidence in the market will remain, nor that the policies promoted by this government will be beneficial to the economy or our business. A failure by the Brazilian government to implement necessary reforms may result in diminished confidence in the Brazilian government’s fiscal condition and budget, which could result in downgrades of Brazil’s sovereign foreign credit rating by credit rating agencies, negatively impact Brazil’s economy, lead to further depreciation of the real and an increase in inflation and interest rates, adversely affecting our business, financial condition and results of operations.

The Brazilian economy has historically been characterized by interventions by the Brazilian government and unstable economic cycles. The Brazilian government has often changed monetary, price controls, taxation, credit, tariff and other policies to influence the course of Brazil’s economy. Our business, results of operations, financial condition and prospects may be adversely affected by, among others, the following factors:

·                  exchange rate fluctuations;

·                  expansion or contraction of the Brazilian economy, as measured by rates of growth in gross domestic product (GDP);

·                  high inflation rates;

·                  changes in fiscal or monetary policies;

·                  increase in interest rates;

·                  exchange control policies;

·                  volatility and liquidity of domestic capital and credit markets;

·                  changes in climate and weather patterns;

·                  energy or water shortages or rationalization, particularly in light of water shortages in parts of Brazil;

·                  changes in environmental regulation;

·                  social and political instability, particularly in light of recent protests against the government; and

·                  other economic, political, diplomatic and social developments in or affecting Brazil, including with respect to alleged unethical or illegal conduct of certain figures in the Brazilian government and legislators, which are currently under investigation.

Our results of operations and financial condition may be adversely affected by the economic conditions in Brazil. In addition, protests, strikes and corruption scandals, including the “Lava Jato” investigation, have led to a fall in confidence and a political crisis. There is strong popular pressure and several legal and administrative proceedings for the impeachment of Dilma Rousseff, the Brazilian President, and/or revocation of the mandates or resignation of the Brazilian President and/or the Head of the House of Representatives, which have led to uncertainties. The political crisis could worsen the economic conditions in Brazil, which may worsen purchasing power, consumption and supply chain costs and adversely affect our results of operations and financial condition.

 

Inflation and the Brazilian government’s measures to curb inflation, including by increasing interest rates, may contribute to economic uncertainty in Brazil, adversely affecting the operations of Andina Brazil, which could adversely impact our financial condition and results of operations.Brazil.

 

Brazil has historically experienced extremely high rates of inflation. Inflation, and severalinflation, including periods of hyperinflation before 1995. Several measures takenhave been implemented by the Federal GovernmentBrazilian government in orderan effort to control it, combined with speculation about possible government measures, have in the past had significant negative effects on the Brazilian economy. Historically, the annualcurb rising inflation, rates recorded in Brazil before 1995 were extremely high, and included periods of hyperinflation.but we cannot predict whether these policies will be effective. According to the National Amplified Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo, or “IPCA”), published by the Brazilian Institute of Geography and Statistics (Instituto(Instituto Brasileiro de Geografia e Estatística,, or the “IBGE”), Brazilian annual rates of inflation for consumer price inflation ratesprices were 6.5%6.3% in 2011, 5.8%2016, 3.0% in 2012, 5.9%2017, 3.8% in 2013, 6.4%2018, 4.3% in 20142019, and 10.7%4.5% in 2015.  Considering this history and the uncertainty around the Brazilian government’s policies, we cannot provide any assurance that inflation rates in Brazil will not increase more.2020.

 


BrazilInflationary pressures may continue experiencing high levels of inflationresult in 2016, abovegovernmental interventions in the Central Bank’s target. Periods of higher inflation sloweconomy, including policies that could adversely affect the growth rategeneral performance of the Brazilian economy, which, in turn, could adversely affect our business operations in Brazil. Inflation may lead to lower growth in consumption of products. Inflation also is likely to continue to put pressure on industryincrease our costs of production and expenses, which will force companiesand we may be unable to search for innovative solutions in ordertransfer such costs to remain competitive. We may not be able to pass this cost onto our customers, and, as a result, it may reducereducing our profit margins and net profit.income. In addition, inflation could also affect us indirectly, as our customers may also be affected and its effect on domestic interesthave their financial capacity reduced. Any decrease in our net sales or net income, as well as any reduction in our financial performance, may also result in a reduction in our net operating margin. Our customers and suppliers may be affected by high inflation rates can lead to reduced liquidity in the domestic capital and lending markets, which could affect our ability to refinance our indebtedness in those markets and may have an adverse effectsuch effects on our business, results of operationscustomers and financial condition.suppliers may adversely affect us.

 

Exchange rate instabilityThe Brazilian real is subject to depreciation and volatility, which could adversely affect our business, financial condition and results of operations.

 

The Brazilian currency has fluctuatedbeen subject to significant fluctuations over the past three decades. Throughout this period, the Brazilian government has implemented various economic plans and exchange rate policies, including sudden devaluations, periodic mini-devaluationsmini devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange market and floating exchange rate systems. Although long-term devaluation of the real is generally related to the rate of inflation in Brazil, the devaluation of the real over shorter periods has resulted in significant fluctuations in the exchange rate between the Brazilian currency, the U.S. dollar and other currencies. The Brazilian real appreciated 17% during 2016 and depreciated 2%, 17%, 4%, and 29% during 2017, 2018, 2019 and 2020, respectively, compared to the closing exchange rate as of the end of the prior period for the U.S. dollar in nominal terms.

 

In 2013,A significant part of the raw materials we use in Brazil are priced in U.S. dollars, so a depreciation of the Brazilian real depreciated against the U.S. dollar closing at R$2.3426 to US$1.00. In 2014,has a significant adverse effect in our costs and margins.

Any depreciation of the real depreciated against the U.S. dollar closing at R$2.6562could create additional inflationary pressure, which might result in the Brazilian government adopting restrictive policies to US$1.00 on December 31, 2014. In 2015,combat inflation. This could lead to increases in interest rates, which might negatively affect the real depreciated againstBrazilian economy as a whole, as well as our results of operations, in addition to restricting our access to international financial markets. It also reduces the U.S. dollar closing at R$3.904 to US$1.00 on December 31, 2015. We cannot guarantee thatvalue of our revenues. On the real will not again depreciate or appreciate against the U.S. dollar in the future. In addition, we cannot guarantee that any deprecation orother hand, future appreciation of the real against the U.S. dollar or other currenciesmight result in the deterioration of Brazil’s current and capital accounts, as well as a weakening of Brazilian GDP growth derived from exports. We cannot assure you that the real will not again fluctuate significantly against the U.S. dollar in the future and, as a result, have an adverse effect on our business.

Depreciation of the real against major foreign currencies, including the U.S. dollar, could create additional inflationary pressures in Brazil and cause the Central Bank to increase interest rates in effort to steady the economy. In turn, these measures could negatively affect the growth of the Brazilian economy as a whole and may harm our financial condition and ourbusiness, results of operations curtail access to foreignand financial markets and prompt government intervention, including efforts to avoid recession. Depreciation of the real can also, as in the context of an economic slowdown, lead to a decrease in consumer spending, deflationary pressures and reduced growth in the Brazilian economy as a whole.

In contrast, appreciation of the real relative to the major foreign currencies, including the U.S. dollar, could lead to a deterioration of Brazilian current accounts, as well as foreign exchange current accounts, and also affect export-driven growth. Depending on the circumstances, either depreciation or appreciation of the real could materially and adversely affect the growth of the Brazilian economy and us.condition.

 

Changes in tax laws may increase our tax burden and reduce tax incentives and, as a result, negatively affect our profitability.

 

The Brazilian government regularly implements changes to tax regimes that may increase our and our customers’ tax burdens. These changes include modifications in the tax rates and, on occasion, enactment of temporary taxes, the proceeds of which are earmarked for designated governmental purposes. In the past, the Brazilian government has presented certain tax reform proposals, which have been mainly designed to simplify the Brazilian tax system, to avoid internal disputes within and between the Brazilian states and municipalities, and to redistribute tax revenues. The tax reform proposals provide for changes in the rules governing the federal Social Integration Program (Programa de Integração Social, or “PIS”) and Social Security Contribution (Contribuição para o Financiamento da Seguridade Social, or “COFINS”) taxes, the state Tax on the Circulation of MerchandiseGoods and Services (Imposto Sobre a Circulação de Mercadorias e Serviços, or “ICMS”) and some other taxes, such as increases in payroll taxes. These proposals may not be approved and passed into law. The effects of these proposed tax reform measures and any other changes that result from enactment of additional tax reforms have not been, and cannot be, quantified. However, some of these measures, if enacted, may result in increases in our overall tax burden, which could negatively affect our overall financial performance.In addition, the Brazilian beverage industry experiences unfair competition arising from tax evasion, which is primarily due to the high level of taxes on beverage products in Brazil. An increase in taxes may lead to an increase in tax evasion, which could result in unfair pricing practices in the industry.

 

Recently, regardingSince 2018, the “ICMS”, thereBrazilian government has gradually altered the value-added tax on industrialized products (Imposto sobre Produtos Industrializados or “IPI”) applicable to soft drinks concentrate. This measure has negatively affected our operations, since it significantly reduced the tax credit derived from the purchases of concentrate from the Manaus Free Trade Zone that currently benefits Rio de Janeiro Refrescos, and the soft drinks industry as a whole. Such alterations have been some discussions aboutimplemented gradually, as follows:

(1) 20% IPI rate until August 2018;

(2) 4% IPI rate from September to December 2018;

(3) 12% IPI rate in the difference between a full exemptionfirst half of 2019;

(4) 8% IPI rate from July to September 2019;

(5) 10% IPI rate from October to December 2019;

(6) 4% IPI rate from January to May 2020;

(7) 8% IPI rate from June to November 2020;


(8) 4% IPI rate from December 2020 to January 2021; and a base reduction. If a base reduction is considered a partial exemption, there is a risk

(9) 8% IPI rate from February 2021 onwards.

Any further reductions of reduction of our tax credits, whichthe IPI may adversely affect our financial condition and results of operations.

 

Tax proceedings may resultGiven the high tax burden in a significant tax liability to Ipiranga

Ipiranga is party toBrazil, federal and state authorities of that country offer a series of ongoing administrativesignificant tax proceedingsincentives to certain territories and/or localities in whichorder to attract investment, particularly for manufacturers and other companies operating and investing in Brazil. Coca-Cola Andina Brazil has received some of these tax incentives and its results have been positively affected by these incentives. Although these incentives have generally been renewed in the Brazilian federalpast, we cannot assure that they will continue to be renewed in the future. Current tax authorities have claimed that Ipiranga has unpaid liabilities for value-added taxes on industrialized products (imposto sobre produtos industrializados, or IPI) in an aggregate amount, asincentives from the State of December 31, 2015, of approximately R$1,206,853,388. These proceedings are at different administrative as well as judicial procedural stages. We disagree with the Brazilian tax authority’s position and believe that Ipiranga was entitled to claim IPI tax creditsRio de Janeiro in connection with its purchasesthe development and construction of certain exempt inputs from suppliers locatedthe Duque de Caxias production plant expired in the Manaus Free Trade Zone. We believe that the BrazilianOctober 2020 and were not renewed, resulting in a negative impact of R$41.9 million in 2020 when compared to 2019. Termination, non-extension or non-renewal of tax authority’s claims are without merit. Our external Brazilian counsel has advised us that it believes Ipiranga’s likelihoodincentives could have a material adverse effect on our business, financial condition and results of loss in most of these proceedings is classified as possible to remote (i.e., approximately 30% likelihood). Despite the foregoing, the outcome of these claims is subject to uncertainty, and it is impossible to predict its final resolution. Finally, pursuant to the agreement under which we agreed to acquire Ipiranga’s shares, the sellers agreed to indemnify us for such tax obligations and established a five-year duration escrow account (which five-year term expires [·]) to support this indemnity liability in an amount equivalent to R$270,018,165.operation.

 

Risks Relating to Argentina

 

Our business operations in Argentina are dependent on economic conditions in Argentina.

 

10.0%Our operations in Argentina represented 10.1% and 8.8% of our assets as of December 31, 20152019 and 33.4%December 31, 2020, respectively, and 22.2% and 18.8% of our net sales for 2019 and 2020, respectively. Developments in economic, political, regulatory and social conditions in Argentina, and measures taken by the year ended December 31, 2015 correspondedArgentine government, have had and are expected to continue to have an impact on our operations in Argentina. Because demand for soft drinks and beverage products is usually correlated to economic conditions prevailing in the local market, which in turn is dependent on the macroeconomic condition of the country, the financial condition andbusiness, results of operations of our business operations in Argentina are, to a considerable extent, dependent upon political and economic conditions prevailing in Argentina.financial condition.

Historically, the Argentine economy has experienced periods of high levels of instability and volatility, low or negative economic growth and high and variable inflation and devaluation levels. During 2001 and 2002, Argentina went through a period of major political, economic and social instability, which led to a partial default by Argentina in the payment of its sovereign debt, and the devaluation of the peso in January 2002, after over ten years of parity with the U.S. dollar. Although general economic conditions in Argentina have recovered significantly during the past years, there is uncertainty as to whether this recovery is sustainable. This is mainly because recent economic growth was initially dependent on a significant devaluation of the Argentine peso, a high excess production capacity resulting from a long period of deep recession and high commodity prices. According to the INDECNational Statistics and Census Institute (Instituto Nacional de Estadísticas y Censos, or the National Statistics and Census Institute)“INDEC”), Argentine GDP growthcontracted in real terms by 2.1% in Argentina was 9.5%2016, grew by 2.8% in 2010, 8.4%2017 and contracted by 2.6% and 2.1% in 2011, 0.8%2018 and 2019, respectively. During 2020, Argentine GDP decreased by 9.9% compared to the previous year according to the INDEC.

Argentine economic conditions are dependent on a variety of factors, including the following:

·domestic production, international demand and prices for Argentina’s principal commodity exports;

·the competitiveness and efficiency of domestic industries and services;

·the stability and competitiveness of the Argentine peso against foreign currencies;

·the rate of inflation;

·the government’s fiscal deficits;

·the government’s public debt levels;

·government restrictions in response to the COVID-19 pandemic and the capacity of authorities to keep the pandemic under control;

·foreign and domestic investment and financing; and

·governmental policies and the legal and regulatory environment.

Government policies and regulation—which at times have been implemented through informal measures and have been subject to radical shifts—that have had a significant impact on the Argentine economy in 2012, 2.9%the past have included, among others: monetary policy, including exchange controls, capital controls, high interest rates and a variety of measures to curb inflation, restrictions on exports and imports, price controls, mandatory wage increases, taxation and government intervention in 2013 and 0.5% in 2014. The most recent GDP figures INDEC has released are for the first and second quarters of 2015, when Argentina registered GDP growth in real terms of 2.1% and 2.3%, respectively. private sector.

We cannot assure you that Argentine GDP will increase or remain stable in the future. The economic crisis in Europe, the international demand for Argentine products, the instability and competitiveness of the Argentine peso against foreign currencies, confidence among consumers and foreign and domestic investors, the significant and increasing inflation rate and future political, financial and economic uncertainties, among other factors, may affect the development of the Argentine economy.economy will not impair our ability to successfully carry out our business plan or materially adversely affect our business, financial condition or results of operations.

 

Political and economic instability in Argentina may recur, which could have a material adverse effect on our Argentine operations and on our financial condition and results of operations.

 

Argentina has a history of political and economic instability that often results in abrupt changes in government policies. Argentine governments have pursued different, and often contradictory, policies to those of preceding administrations. In recent decades, succeeding administrations have implemented interventionist policies, which included nationalization, debt renegotiation, price controls, and exchange restrictions, as well as market-friendly policies, such as export tax reductions, elimination of currency controls, deregulation of utility prices, negotiation of free trade agreements and implementation of pro-investor initiatives.


In October 2019, Argentine presidential, legislative and certain provincial and municipal governments elections were held and Alberto Fernández was elected president. The new administration took office in December 2019. Certain members of the period from 1998 through 2003, Argentina experienced acute economic difficulties that culminatedcurrent government coalition, including president Alberto Fernández and vice president Cristina Fernández de Kirchner, were part of administrations which in the restructuringpast were characterized by high levels of substantially all of Argentina’s sovereign indebtedness. There weregovernment intervention and policies at times disadvantageous to investors and the private sector. As a succession of presidents during this crisis periodresult, there is uncertainty regarding the policies and various states ofchanges in regulation that the current Argentine government will implement. In December 2019, the government passed a law granting emergency were declared that suspended civil liberties and instituted restrictions on transfers of funds abroad and foreign exchange controls,powers to the executive branch, among other measures. Argentina’s GDP contracted 10.9% in 2002. Beginning in 2003, Argentine GDP began to recover and from 2004 to 2008 recorded an average rate of growth of 8.4%.We cannot predict what policies this government will implement under these emergency powers.

 

The global economic crisis of 2008 led to a sudden economic decline, accompanied by political and social unrest, inflationary and Argentine peso depreciation pressures, and lack of consumer and investor confidence, which have forcedWe cannot provide assurance that the Argentine government towill not adopt different measures, including the tightening of foreign exchange controls, the elimination of subsidies to the private sector and the proposal for new taxes.

On the other hand, until December 2015,policies, over which we have no control, that adversely affect the Argentine government increased its intervention level in some of the areas of the economy. For example, in May of 2012, the Argentine government nationalized YPF S.A., Argentina’s largest and previously Spanish-owned oil company, which was originally an Argentinian state owned entity. Expropriations and other interventions by the Argentine government such as the one relating to YPF can have an adverse impact on the level of foreign investment in Argentina, the access of Argentine companies to the international capital markets and Argentina’s commercial and diplomatic relations with other countries. Despite the change in government that occurred in December 2015, the level of governmental intervention in the economy in the future may continue, which may have adverse effects on Argentina’s economy and in turn,impair our Argentine operations and our business, results of operations and financial condition.

The Argentine government could impose certain restrictions on currency conversions and remittances abroad, which could affect the timing and amount of any dividends or other payment we receive from our Argentine subsidiary.

In 2001 and 2002, the Argentine government implemented a number of monetary and currency exchange control measures, which included restrictions on the withdrawal of funds deposited with banks and stringent restrictions on the outflow of foreign currency from Argentina, including for purposes of paying principal and interest on debt and distributing dividends. From December 2011 to November 2015, as a result of the increased demand in Argentina for U.S. dollars and capital flows from Argentina during 2011, the Argentine Government imposed additional restrictions on the purchase of foreign currency and certain transfers of funds out of Argentina and reduced the time required to comply with certain transfers of funds into Argentina.

During December 2015 these restrictions began to be reviewed by the new administration in order to normalize the existing exchange-rate policy.

Under current Argentine law, we may declare and distribute dividends with respect to our Argentine subsidiary and Argentine banks may lawfully process payments of those dividends to us and other non-resident shareholders. Our declaration and distribution of dividends is subject to certain statutory requirements and must be consistent with our audited financial statements. The processing of payment of dividends by Argentine banks is subject to Argentine Central Bank regulations, including verification of our Argentine subsidiary’s compliance with foreign debt and direct investment disclosure obligations. In addition to statutory and administrative rules affecting our Argentine subsidiary’s payment of dividends, during 2012 the Argentine government imposed discretionary restrictions on Argentine companies as part of a policy to limit outbound transfers of U.S. dollars. From 2010 until the beginning of 2016 these restrictions halted dividend payments to non-resident shareholders. At the start of 2016 the new administration began decreasing these restrictions which enabled us to withdraw earnings for the year 2010 from our Argentine subsidiary in February 2016.

Nonetheless, we cannot assure you that we will be able to cause our Argentine subsidiary to distribute dividends to its non-resident shareholders, despite otherwise meeting all statutory and regulatory requirements for payment.

Argentina’s government may impose certain restrictions on imports, which could have an impact in our operations.

Since February 2012, pursuant to a resolution of the Argentine Federal Tax Authority (“Administración Federal de Ingresos Públicos—AFIP”) Argentine importers were required to file a “Prior Import Statement” (“Declaración Jurada Anticipada de Importación—DJAI”) with the AFIP providing information on future imports prior to the execution of any purchase order or similar document.  Compliance with this requirement, was verified by the Argentine customs upon arrival of the goods into Argentina and was a condition for the authorization of the payment of the purchase price by the Argentine fiscal entities. Although this was intended merely as an information gathering regime, it may in the future be used for purposes of restricting imports into Argentina. A similar regime was also imposed in respect of the import and export of services (known by its initials as “DJAS”), and resulted in additional restrictions being imposed on the payments made by Argentine residents on services provided by foreign residents. While the change in the Argentine government that occurred in December 2015 considerably relaxed restrictions on imports of goods and services and replaced the Prior Import Statement system described above with a Comprehensive System of Monitoring Imports (Sistema Integral de Monitoreo de Importaciones - SIMI) (together with the implementation of automatic and non-automatic licenses) while maintaining the DJAS, we cannot assure that these restrictions will be completely removed or that the previous regime will not be reinstated. Restrictions on Argentine imports of goods and services of our subsidiaries may adversely affect our financial conditions or results of operations.

 

Inflation in Argentina may adversely affect our operations, which could adversely impact our financial condition and results of operations.

 

Argentina has experienced high levels of inflation in recent decades, resulting in large devaluations of its currency.decades. Argentina’s historically high rates of inflation resulted mainly from its lack of control over fiscal policy and itsthe money supply. AccordingArgentina continues to theface high inflationary pressures. The INDEC the official annual rates of inflation for the years 2011, 2012, 2013, 2014 and 2015 (date until October 2015 since the INDEC suspended its report thereafter) were 9.5%, 10.8%, 10.9%, 23.9% and 11.8%, respectively. Moreover, after changes in personnel and in the methodology used to calculate2017 reported that the consumer price index at(índice de precios al consumidor or “CPI”) increased 24.8%, while the INDEC in 2007, the accuracy of its past measurements has been put into doubt by economists and investors. The actual consumer price index and wholesale price index may therefore be substantially higher than those indicated by(índice de precios internos al por mayor or “WPI”) increased 18.8%. In 2018, the INDEC registered a variation in the CPI of 47.6% and an increase in WPI of 73.5%. In 2019, the INDEC registered an increase in CPI of 53.7%, while the WPI increased 58.5%. In 2020, the INDEC registered an increase in CPI of 42.0%, while the WPI increased 35.4%.

During 2018, 2019 and 2020, Argentina met the criteria to be considered a hyperinflationary economy as provided by IAS 29 guidelines, which include, among other characteristics, a cumulative inflation rate over three years that approaches or exceeds 100%. Accordingly, IAS 29 must be applied for financial statements for fiscal years priorending on or after July 1, 2018. IAS 29 requires non-monetary assets and liabilities, shareholders’ equity and comprehensive income to December 2015. Withbe restated in terms of a measuring unit current at the changeperiod end. IAS 29 also requires the use of a general price index to reflect changes in purchasing power. As a result, since July 2018, we began to apply IAS 29 in the preparation of our financial statements and report the results of our operations in Argentina as if this economy was hyperinflationary from January 1, 2018. In addition, by application of IAS 29, we had to translate figures in Argentine Government in December 2015, INDEC has suspendedpesos to Chilean pesos using the issuanceperiod closing exchange rate (and not the average exchange rate), thus reducing our results of reports on the consumeroperations and wholesale price indices until June 2016, date on which, according to INDEC, it will begin to report new indexes.net earnings. We cannot assure INDEC will disseminate new indexes or that when they do theypredict for how long Argentina will be accurate or appropriate. A lackconsidered a hyperinflationary economy and we will have to apply IAS 29 to the preparation of consumer price indexes and other proper and accurate

INDEC indexes could cause a significant decrease in confidence in the Argentine economy, which could, in turn, have a material adverse effect on our operations and financial conditionstatements.

 

In the past, inflation has materially undermined the Argentine economy and the government’s ability to generate conditions that foster economic growth. In addition, highHigh inflation or a high level of price instability may materially and adversely affect the business volume of the financial system. This result, in turn, could adversely affect the level of economic activity and employment in the country.

 

High inflation would also undermine Argentina’s foreign competitiveness and adversely affect economic activity, employment, real salaries, consumption and interest rates. In addition, a dilution of the positive effects of the Argentine peso devaluation on the export-oriented sectors of the Argentine economy, even with the elimination of the exchange restriction, would decrease the level of economic activity in the country. In turn, a portion of the Argentine debt is adjusted by the Coeficiente de Estabilización de Referencia, the Stabilization Coefficient Index, a currency index that is strongly tied to inflation. Therefore, any significant increase in inflation would cause an increase in Argentina’s debt and, consequently, the country’s financial obligations. A high level of uncertainty with respect to these economic indicators, and a general lack of stability with respect to inflation, could cause a shortening of contract terms and affect the ability of businesses to plan and make decisions,rates, thereby potentially materially and adversely affecting economic activity and lowering consumers’ and individuals’ income and their purchasing power, all of which could have a material adverse effect on our financial condition and operating results.

 

DueBetween 2007 and 2015, the INDEC, which is the only institution in Argentina with the statutory authority to a default by Argentina on its debt obligationsproduce official national statistics, experienced significant institutional and methodological changes that gave rise to controversy regarding the reliability of the information that it produces, including inflation, GDP and unemployment data, resulting in 2001 and related litigation,allegations that the ability ofinflation rate in Argentina and private sector companiesthe other rates calculated by INDEC could be substantially different than as indicated in Argentina to obtain financingofficial reports. While the previous administration undertook reforms and to attract direct foreign investment isthe credibility of the national statistics systems has since been restored, we cannot assure you that the new or future administrations will not implement policies that may affect the national statistics system undermining consumer and will continue to be limited,investor confidence, which may have material adverse effects on the economyultimately could affect our business, results of operations and our financial performance.condition.

 

Argentina has very limited access to foreign financing. In December 2001, Argentina defaulted on over $81.8 billion in external debt to bondholders. In addition, since 2002, Argentina suspended payments on over $15.7 billion in debt to multilateral financial institutions (and continues to owe a substantial portion of this amount to the Paris Club and to other financial institutions). As of December 31, 2013, Argentina’s total public debt amounted to approximately $28.4 billion (excluding the debt in default to bondholders).

In addition, the foreign shareholders of several Argentine companies, including public utilities, and bondholders filed claims that exceeded US$20 billion with the International Centre for Settlement of Investment Disputes. During 2013, approximately US$ 680 million of these claims were settled.  As of the date hereof, approximately US$ 15 billion in claims remains pending.

In addition, pursuant to an order dated February 23, 2012, as amended by an order dated November 21, 2012, the United States District Court for the Southern District of New York granted an injunction requiring Argentina to pay the holders of the defaulted debt as a precondition to making a single interest payment under the restructured debt. The injunction further required Argentina to pay into an escrow account over $1.3 billion prior to making the payment of the restructured debt on the December 15, 2012 scheduled payment. Upon appeal by Argentina, on August 23, 2013 the U.S. Court of Appeals for the Second Circuit upheld the lower court order requiring Argentina to pay holdout bondholders as a condition to payments to holders of restructured debt. On September 11, 2013, Argentina’s Congress approved an open-ended bond swap offer that would allow holders of the remaining 7% of bonds still outstanding after the country’s 2002 default (as well as participating bondholders) to exchange their instruments for new bonds governed by Argentine law. On October 3, 2013, the U.S. District Court for the Southern District of New York ordered Argentina to desist from the exchange offer.  On November 18, 2013 the Second Circuit upheld the previous order and Argentina appealed to the Supreme Court of the United States. A ruling is expected within the next 6 months, however if the Supreme Court does not rule within that period the previous ruling will be affirmed. In December 2015, the new Argentinian administration announced its intention to negotiate with holdout bondholders, a process that is currently under negotiation.

This substantial uncertainty on the outstanding defaulted debt limits the access of Argentina to foreign financing in the international markets. Without access to international private financing, Argentina may not be able to finance its obligations, which could also inhibit the ability of the Argentine Central Bank to adopt measures to curb inflation and could adversely affect Argentina’s economic growth and public finances, which could, in turn, adversely affect our operations in Argentina, our financial condition and the results of our operations.

The Argentine peso is subject to depreciation and volatility, which could adversely affect our financial condition and results of operations.

 

After several years of price stabilityFluctuations in Argentina, the devaluationvalue of the peso continue to affect the Argentine peso ineconomy. Since January 2002, imposed pressures on the domestic price system that generatedpeso has fluctuated significantly in value, often following periods of high inflation throughout 2002. The devaluationand currency controls that artificially appreciated the value of the currency. Frequent devaluations have had an adverse effect on the ability of the Argentine government and Argentine companies to make timely payments on their foreign currency denominated obligations, generating high inflation throughout 2002,have significantly reducingreduced wages in real salariesterms, and have adversely affecting companies that were focusedimpacted the stability of businesses whose success depends on the domestic market such as public service companies and financial companies. It also adversely affecteddemand.


In an effort to reduce downward pressure on the abilityvalue of the government to honor its foreign debt obligations. Since December 2001 until November 2015 CPI increased 1290% while the nominal exchange rate varied 979% rendering an exchange rate depreciation that was attempted to be partially corrected through a 43% devaluation of theArgentine peso, towards the end of December 2015.

During 2015, the official exchange rate in Argentina depreciated by 52.5% against the U.S. dollar with respect to the official exchange rate as of the end of 2014.

In late 2011 the Argentine government has at times implemented a series of measurespolicies aimed at maintaining the level of reserves of the Banco Central de la República Argentina (“BCRA”). As part of that effort, during the last quarter of 2011 until December 2015 new measures were implemented to limit the purchase of foreign currency by private companies and individuals. AccessCurrently, access to the foreign exchange market requires authorizationis subject to several restrictions and governmental authorizations.

In 2016, 2017, 2018, 2019 and 2020, the Argentine peso depreciated 22%, 17%, 102%, 59% and 41%, respectively, compared to the closing exchange rate as of the tax authorities, among other restrictions. As a result, the implied exchange rate in the quotation of Argentine securities that traded in foreign markets and in the local market increased significantly. During the year 2015 these restrictions continued increasing, making operations to withdraw payments to overseas suppliers highly complex. In January 2015  the purchase of dollars per day was limited to US$300,000. By the middleend of the year, this limit had been decreased to US$75,000 andprior period for the U.S. dollar. A significant part of the raw materials used by year end was US$50,000, which forced companies to split foreign import payments and caused some companies to reduce their importation of certain inputs.

On December 17, 2015, after the company in Argentina are in U.S. dollars, so a devaluation of the Argentine Peso,peso against the split exchange rate market was reunified with the returnU.S. dollar can affect our costs and margins in a significant way.

The depreciation of the “Single Free Exchange Market” (Mercado Unico Libre de Cambio)Argentine peso may have a negative impact on the ability of certain Argentine businesses to service their foreign currency denominated debt, significantly reduce real wages and many restrictionsjeopardize the stability of businesses which success depends on acquisitiondomestic market demand. It may also, adversely affect the Argentine government’s ability to honor its foreign debt obligations. A significant appreciation of foreign exchangethe Argentine peso against the U.S. dollar also presents risks for the Argentine economy, including the possibility of a reduction in exports as a consequence of the loss of external competitiveness. Any such appreciation could also have a negative effect on economic growth and payments to overseas suppliers were eliminated.employment, and reduce tax revenues.

 

Given the economic and political conditions in Argentina, we cannot predict whether, and to what extent, the value of the Argentine peso may depreciate or appreciate against the U.S. dollar, the euro or other foreign currencies. With the change of the Argentine Government in December 2015, the exchange market was partially deregulated, and the gap between the exchange rate published by the BCRA and the black market exchange rate was considerably reduced. We cannot predict how these conditions will affect the consumption of our products. Moreover, we cannot predict whether the newcurrent Argentine government will continue its monetary, fiscal, and exchange rate policy amendments and, if so, what impact any of these changes could have on the value of the Argentine peso and, accordingly, on our financial condition, results of operations and cash flows, and on our ability to transfer funds abroad in order to comply with commercial or financial obligations. According

The Argentine government could impose certain restrictions on currency conversions and remittances abroad, which could affect the timing and amount of any dividends or other payment we receive from our Argentine subsidiary.

Beginning in December 2015, the Argentine government gradually eased restrictions which significantly curtailed access to IFRS,the foreign exchange market by individuals and private sector entities and affected our ability to declare and distribute dividends with respect to our Argentine subsidiary. These measures included informal restrictions, which isconsisted of de facto measures restricting local residents and companies from purchasing foreign currency through the method under whichforeign exchange market to make payments abroad, such as dividends and payment for the Company presents its results,importation of goods and services.

On September 1, 2019, in a response to the weakening of the Argentine peso following the results generatedof the primary elections, the Argentine government temporarily reinstated certain exchange restrictions. The new controls apply with respect to access to the foreign exchange market by residents (both companies and natural persons) for savings and investment purposes abroad, the payment of external financial debts abroad, the payment of dividends in foreign currency abroad, the payment of imports of goods and services, and the obligation to repatriate and settle for Argentine pesos the proceeds from exports of goods and services, among others. Under current Argentine law, we are restricted from accessing the official foreign exchange market to make dividend payments to us from our operationsArgentine subsidiaries without prior approval from the Argentine Central Bank.

The Argentine government could maintain or impose new exchange control regulations, restrictions and adopt other measures to prevent capital flight or significant depreciation of the peso, which could limit access to international capital markets, adversely affecting Argentina's economy, and further impair our ability to declare and distribute dividends from our Argentine subsidiaries.

The Argentine government’s ability to obtain financing from international capital markets may be limited or costly, which may impair its ability to implement reforms and foster economic growth.

At the end of 2001, the Argentine government defaulted in part of its sovereign debt. In 2005 and 2010, Argentina conducted exchange offers to restructure part of its sovereign debt that had been in default since the end of 2001. Through these exchange offers, Argentina restructured over 92% of its eligible defaulted debt. In April 2016, after a series of judicial actions by Argentina’s bondholders, the Argentine government settled substantially all of the remaining defaulted debt. Additionally, as a result partially of emergency measures undertaken by the government in response to the crisis of 2001 and 2002, foreign shareholders of several Argentine companies filed claims with the International Centre for Settlement of Investment Disputes (“ICSID”), alleging that those measures diverged from the just and equal treatment standards set forth in bilateral investment treaties to which Argentina is a party. The ICSID ruled against the Argentine government in a number of these proceedings, and the Argentine government has settled some but not all of these claims.


Between December 2019 and September 2020, the Argentine government agreed restrictions to its sovereign debt with international and local bondholders. In August and September 2020, the Argentine government restructured its sovereign bonds debt under foreign law in the amount of US$67 billion and under local law in the amount of US$45 billion, in both cases with an acceptance level of over 99%. The Ministry of Economy is currently renegotiating the agreement with the International Monetary Fund after extending part of a US$57 billion bailout program agreed with the previous Administration. As a result, Fitch rating agency changed its rating to Argentina from "restricted default" to "substantial credit risk" and Standard & Poor's changed its rating from "selective default" to "substantial risk.

While Argentina had regained access to the international capital markets, actions by the Argentine government, or investor perceptions of the country’s creditworthiness, could curtail access in the future or could significantly increase borrowing costs, limiting the government’s ability to foster economic growth. Limited or costly access to international financing for the private sector could also affect our business, financial condition and results of operations.

The government may order salary increases to be paid to employees in the private sector, which could increase our operating costs and affect our results of operations.

In the past, the Argentine government has passed laws, regulations and decrees requiring companies in the private sector to increase wages and provide specified benefits to employees. On December 23, 2019, the Argentine government passed a law granting emergency powers to the executive branch which, among others, include the ability to mandate increases to private sector wages. Due to persistent high levels of inflation, labor organizations regularly demand significant wage increases. In 2016, 2017, 2018, 2019 and 2020 the increase in the federally-mandated minimum wage was 35%, 17%, 28%, 48% and 22%, respectively, and for these same years the market average salary increase for workers was 33%, 26%, 32%, 48% and 38%, respectively. In addition, the Argentine government has arranged various measures to mitigate the impact of inflation and exchange rate fluctuation in wages. Due to high levels of inflation, both public and private sector employers continue to experience significant pressure to further increase salaries.

Labor relations in Argentina are convertedgoverned by specific legislation, such as Labor Law No. 20,744 and Law No. 14,250 on Collective Bargaining Agreements, which, among other things, dictate how salary and other labor negotiations are to be conducted. In the reporting currency usingfuture, the official exchange rate.government could take new measures requiring salary increases or additional benefits for workers, and the labor force and labor unions may apply pressure in support of such measures. Any such increase in wages or worker benefit could result in added costs and reduced results of operations for Argentine companies, including us.

 

Government measures to preempt or respond to social unrest may adversely affect the Argentine economy and our business.

 

During the Argentine economic crisis in 2001 and 2002,In recent decades, Argentina has experienced significant social and political turmoil, including civil unrest, riots, looting, nationwide protests, strikes and street demonstrations. Despite Argentina’s economic recovery and relative stabilization, socialSocial and political tension and high levels of poverty and unemployment continue. In 2008, Argentina facedUnions frequently stage nationwide strikes and protests. In November of 2012 there was a general strike led by opposition trade unions. The social unrest increased during the last months of 2012,protests, and in December 2012 additional riots occurred, in addition toand lootings of shops and supermarkets in cities around the country.country have taken place at times of social turmoil.

Future government policies to preempt, or in response to, social unrest may include expropriation, nationalization, forced renegotiation or modification of existing contracts, suspension of the enforcement of creditors’ rights, new taxation policies and changes in laws and policies affecting foreign trade and investment. Such policies could destabilize the country and adversely and materially affect the Argentine economy, and thereby our business, results of operations and financial condition.

 

The governmentPrice control policies in Argentina may order salary increases to be paid to employees in the private sector,accentuated, which could increase our operating costs and affect our results of operations.

In the past, the Argentine government has passed laws, regulations and decrees requiring companies in the private sector to increase wages and provide specified benefits to employees, and may do so again in the future. Due to the high levels of inflation, labor organizations are demanding significant wage increases. In August 2012, the Argentine government established a 25% increase in the minimum salary accumulating a total of 32% for that period, and 16% for 2012.  In 2013, 2014 and 2015 the increase of the vital and mobile minimum salary was 23.60%, 33.33% and 27% respectively, and for these same years the market average increase for workers was 25%, 30% and 32%, respectively.

It is possible that the Argentine government could adopt measures mandating salary increases and/or the provision of additional employee benefits in the future, which could have a material and adverse effect on our expenses and business,the results of our Argentine operations.

The Argentine government has from time to time established price controls on consumer products. To the extent that the price of our products in Argentina are restricted by government imposed price controls the results of our Argentine operations may be materially affected. As of 2020, with the change of administration, the Argentine government restablished its Precios Cuidados price-watch program with new products including 93 new items from different categories of the mass consumption basket with price revisions on a quarterly basis or every four months. In March 2020, with the implementation of the COVID-19 pandemic health measures, through a resolution issued by the Secretariat of Commerce presidential decree and financial condition.in parallel to the current Precios Cuidados price-watch program, the Maximum Reference Prices program was created, freezing prices of 2,300 products from 50 basic consumer categories (in force for hypermarkets, supermarkets, mom & pops, self-service, mini markets and wholesale supermarkets and their respective products suppliers throughout the country). Price increases for the products involved in the new program were subsequently authorized in July and October. The extension and validity of this program will depend on the Argentine government's politics based on developments in the health crisis and inflation. As of the date of this annual report, the program is scheduled to end on May 15, 2021, as the Secretariat of Commerce decided to extend, once more, the validity of this program to protect consumers. Aligned with the price control policies, in March 2021 the Secretariat of Commerce created a new information regime known as


“System for the Implementation of Economic Reactivation Policies” (“SIPRE”) to avoid arbitrary price increases and shortage of products. The SIPRE requires large commercial and industrial companies, including beverages manufacturers, to inform on a monthly basis the price, production and sales, and inventory stocks of their products. Also, the Secretariat of Commerce announced, during April 2021, the formation of the Observatory of Prices and Availability of Inputs, Goods and Services, that will monitor, survey and systematize the prices and availability of all inputs, goods and services that are produced, traded and rendered in Argentina.

Towards the end of 2020 and beginning of 2021, the Argentine government began to reduce the number of categories in the Maximum Reference Prices program, with the aim and commitment to expand the offer of items in the current Precios Cuidados price-watch program. Starting in 2021, the Precios Cuidados price-watch program reaches 800 referential products, covering the main categories of mass consumption and other relevant industries.

Consistent with these price control policies, the Secretariat of Commerce created in March 2021 a new information regime known as “System for the Implementation of Economic Reactivation Policies” (SIPRE for its acronym in Spanish) to prevent unjustified price increases and shortage of products. The SIPRE requires large commercial and industrial companies, including beverages manufacturers, to inform on a monthly basis the price, production, sales, and stocks of their products.

The participation of Coca-Cola products in the Precios Cuidados price-watch program as referential products involved one product from the soft drinks’ category, which was temporarily extended to three in sugar-free variants until the end of 2020, where new categories were incorporated, reaching four products as estimated.

We cannot assure that price controls in Argentina will not continue or be expected to include additional consumer products. Nor can we assure you the affect to which government imposed price control will affect the profitability of our Argentina operations.

Risks Relating to Paraguay

 

Legislative and public policy changes.

In 2015 a new Civil and Commercial Code of the Republic of Argentina came into force that regulates all legal relations of our Argentine subsidiary with its customers, suppliers and consumers.  In addition, the new Argentine government which took office in December 2015 has announced that it is considering various bills that could amend Argentinian legislation on issues such as tax, customs, social security, labor, and commerce, among other areas.  Also, the new government has announced changes in various public policies, including an increase in controls under the competition act.  We cannot guarantee that these legislative amendments, if approved, may not adversely affect our financial condition or results of operations of our Argentine subsidiaries.

Risks Relating to Paraguay

Our business operations in Paraguay are dependent on economic conditions in Paraguay.

 

14.1%Our operations in Paraguay represented 12.1% and 11.1% of our assets as of December 31, 20152019 and 7.0%December 31, 2020, respectively, and 8.9% and 9.3% of our net sales for the year ended December 31, 2015 corresponded to our operations in Paraguay.2019 and 2020, respectively. Because demand for soft drinks and beverage products is generally related to the economic conditions prevailing in the local market which, in turn, depend on the macroeconomic and political conditions of the country, our financial situation and our results of operations could be adversely affected by changes in these factors over which we have no control.

 

GDPParaguay has a history of economic and political instability, exchange controls, frequent changes in Paraguay for the year 2015regulatory policies, corruption and weak judicial security. Paraguayan GDP grew by 3.0%4%, 5%, 3% and in 2016, 2017 and 2018, respectively; did not grow in 2019 and contracted 1% in 2020, according to preliminary figures from the Paraguayan Central Bank of Paraguay published in the month of December of 2015, compared to growth of 4.7% in 2014 and 14.2% in 2013, after a decrease of 1.2% in 2012 due to adverse weather conditions.Bank. Paraguayan GDP is closely tied to the performance of Paraguay’s agricultural sector, which can be volatile. If

The situation of the Paraguayan agricultural performanceeconomy is removed from calculationalso strongly influenced by the economic situation in Argentina and Brazil. A deterioration in the economic situation of GDP, Paraguay’s GDP has grown for 13 consecutive years at an average rate that lies between 3%these countries could adversely affect the Paraguayan economy and, 4%.in turn, our financial condition and operating results.

 

Inflation in Paraguay may adversely affect our financial condition and results of operations.

 

Paraguay’s consumer price index presented was 3.1%Although inflation in 2015 versus 4.2%Paraguay has remained stable at around 4% over the last five years, we cannot assure that inflation in 2014, showing inflation. Part of the basic food basket used in its calculation consists of imported products and despite the value of the dollar appreciating by over 25%, the exchange rate pass-through wasParaguay will not observed in inflation levels due to the reduced activity of the Paraguayan economy during 2015, principally in trade sector.

increase significantly. An increase in inflation in Paraguay could decrease the purchasing power of our consumers in the country, which could adversely affect our volumes and impact our sales income. We cannot assure you that inflation in Paraguay will not increase significantly.

 

The Paraguayan guaraní is subject to depreciation and volatility, which could adversely affect our financial condition and results of operations.

 

The exchange rate of Paraguay is free and floating and the Banco Central de Paraguay, or Paraguay Central Bank, (“BCP”), actively participateparticipates in the exchange market in order to reduce volatility. Since a portion of our total costs (28%) in Paraguay for raw material and supplies are denominated in U.S. dollars, a significant depreciation of the local currency could adversely affect our financial situation and results.

 

In 2015 theThe Paraguayan guaraní appreciated by 1% and 3% in 2016 and 2017, respectively, and depreciated by 25.2% against7%, 8% and 7% in 2018, 2019 and 2020, respectively, in each case compared to the closing exchange rate as of the end of the prior period of the U.S. dollar, while in 2014 it depreciated by 0.7%.  While this depreciation is lower than that of other countries in the region, thedollar.


The local currency follows regional and global trends. Therefore, to the extent that the United States economy improves, the U.S. dollar will begin to gain value. When the U.S. dollar’s value increases, and raw materials lose value in Paraguay, this directly impacts Paraguay’s generation of foreign exchange which occurs mainly through the export of raw materials.

A deterioration in the economic growth of Paraguay as result of a significant depreciation of the local currencyParaguayan guaraní could adversely affecthave an effect on our business, financial situationcondition and financial results as approximately 25% of our total costs of raw materials and supplies are in U.S. dollars, as well as impact other expenses such as professional fees and maintenance costs.operations.

 

Risk Factors Relating to the ADRs and Common Stock

 

Preemptive rights may be unavailable to ADR holdersholders.

 

According to the Ley de Sociedades Anónimas No. 18.04618,046 and the Reglamento de Sociedades Anónimas (collectively, the “Chilean Companies Law”), whenever we issue new shares for cash, we are required to grant preemptive rights to holders of our shares (including shares represented by ADRs), 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 ADRs pursuant to preemptive rights granted to our shareholders in connection with any future issuance of shares unless a registration statement under the U.S. Securities Act of 1933, as amended, is effective with respect to such rights and shares, or an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, is available.

 

Under the procedure established by the Central Bank of Chile, 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 ADR owners and to other persons residing and domiciled outside of Chile that exercise preemptive rights, upon request to the Central Bank of Chile. 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 ADR holders 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 ADR holders 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 ADR holders will not realize any value from the grant of such preemptive rights. In any such case, such holder’s equity interest in the Company would be diluted proportionately.

Shareholders’ rights are less well definedwell-defined in Chile than in other jurisdictions, including the United StatesStates.

 

Under the United States federal securities laws, as a foreign private issuer, we are exempt from certain rules that apply to domestic United States issuers with equity securities registered under the United States Securities Exchange Act of 1934, as amended, including the proxy solicitation rules, the rules requiring disclosure of share ownership by directors, officers and certain shareholders. We are also exempt from certain of the corporate governance requirements of the Sarbanes-Oxley Act of 2002 and the New York Stock Exchange, Inc., including the requirements concerning independent directors.

 

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

 

Pursuant to Law No. 19,705, enacted in December 2000, the controlling shareholders of an open stock corporation can only sell their controlling shares viathrough a tender offer issued to all shareholders in which the bidder would have to buy all of the offered shares up to the percentage determined by it, where the price paid is substantially higher than the market price (that is,(i.e., when the price paid was higher than the average market price for a period starting 90 days before the proposed transaction and ending 30 days before such proposed transaction, plus 10%).

 

The market for our shares may be volatile and illiquid.

 

The Chilean securities markets are substantially smaller, less liquid and more volatile than major securities markets in the United States. The Bolsa de Comercio de Santiago (the “Santiago Stock Exchange”), which is Chile’s principal securities exchange, had a market capitalization of approximately US$191,510174,570 million atas of December 31, 20152020 and an average monthly trading volume of approximately US$1,8613,307 million for 2015.the year. The lack of liquidity is owed, in part, to the relatively small size of the Chilean securities markets and may have a material adverse effect on the trading prices of our shares. Because the market for our ADRs depends, in part, on investors’ perception of the value of our underlying shares, this lack of liquidity for our shares in Chile may have a significant effect on the trading prices of our ADRs.


ITEM 4.INFORMATION ON THE COMPANY

A.HISTORY AND DEVELOPMENT OF THE COMPANY

Overview

 

ITEM 4.INFORMATION ON THE COMPANY

A.HISTORY AND DEVELOPMENT OF THE COMPANY

Overview

Our legal name is Embotelladora Andina S.A., and our commercial name is Coca-Cola Andina. We were incorporated and organized under Chilean law as a sociedad anónima on February 7, 1946 under Chilean regulations, most importantly Chilean Companies’ Law N° 18,046 .1946. An abstract of our bylaws is registered within the Registro de Comercio del Conservador de Bienes Raíces de Santiago (Public Registry of Commerce of the Real Estate Commission Administrator of the City of Santiago) under No. 581 of the year 1946. Pursuant to our bylaws, our term of duration is indefinite.

 

Our shares of common stockshares are listed and traded on the Santiago Stock Exchange and on the Bolsa Electrónica de Chile (the Chilean Electronic Stock Exchange) and, until October 2018, were listed on the Bolsa de Corredores de Valparaiso (the Valparaiso StockbrokersBrokers Stock Exchange). , which closed operations in October 2018. Our Series A and Series B ADRs representing our Series A and Series B shares, respectively, are listed on the New York Stock Exchange.

Our principal executive offices are located at Avenida Miraflores 9153, PisoFloor 7, Renca, Santiago, Chile. Our telephone number is +56-2-2338-0520+562-2338-0520 and our website is www.koandina.com.www.koandina.com.

 

Our depositary agent for the ADRs in the United States is The Bank of New York Mellon Corporation, located at One Wall240 Greenwich Street, New York, New York 10286. Our depositary agent’s telephone number is (212) 815-2296. Our authorized representative in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711,19711-7144, United States, and its phone number is (302) 738-6680.

History

 

Chile

 

In 1941, The Coca-Cola Company licensed a private Chilean company to produce Coca-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 metropolitan area. Although we are no longer the sole Coca-Cola bottler in Chile, we have been the principal manufacturer of Coca-Cola products in Chile for an uninterrupted period of 66 years.since 1946.

 

In 1998, we purchased a 49% stake in Vital S.A. from The Coca-Cola Company. Concurrently, The Coca-Cola Company purchased Vital’sVital S.A. mineral water springs located in Chanqueahue, 80 miles south of Santiago. As part of the transaction, the Vital bottler agreement was replaced with a Minute Maid International Inc., juice bottler agreement and a new mineral water bottling agreement with The Coca-Cola Company.

 

The production and packaging business of water, juices and non-carbonated beverages licensed by The Coca-Cola Company in Chile was restructured in 2005. Vital Aguas S.A:S.A. (“VASA”) was created in 2005 in order to develop the processing, production and packaging of mineral water and other waters by Agua Mineral de Chanqueahue Vital. Vital S.A. is focused on developing juices and non-carbonated beverages. Andina and Embonor S.A. are also involved incontinued the development of juices and non-carbonated beverages through their ownership stakes in Vital S.A., holding 66.5% and 33.5%, respectively. In January 2011, the juice production business was restructured to allow the incorporation of theincorporate other Coca-Cola bottlers in Chile to the ownershipas shareholders of Vital S.A., which changed its name initially to Vital Jugos S.A. and then to VJ S.A. in 2019. Andina and Embonor hold 65% and 35% stakes in Embonor S.A,VJ S.A., respectively.

 

In 2001, we entered into a joint venture with Cristalerías de Chile to produce PET bottles. On January 27, 2012, Coca-Cola Embonor through its subsidiary, Embonor Empaques S.A., acquired Cristalerías de Chile’s stake equivalent to a 50% ownership interest in Envases CMF.

 

On October 16,In 2012, in order to reinforce our leadership position among Coca-Cola bottlers in South America, the Company completed its merger with Embotelladoras Coca-Cola Polar S.A. (“Polar”). Polar iswas a Coca-Cola bottler with operations in Chile, where it servicesserviced territories in the II, III, IV, XI and XII regions, as well as parts of Argentina, as described below, and all of Paraguay. The merger grantsgranted former shareholders of Polar a 19.68% ownership interest in the merged entity, however the Company controls its day to day


operations. As a result of the transaction, we also acquired additional indirect ownership interests in Vital Jugos, S.A., Vital Aguas S.A. and Envases Central S.A.Central.

 

OnIn January 28, 2016, the Company incorporated a closed joint-stock company called Coca-Cola Del Valle New Ventures S.A. (“Coca-Cola Del Valle”). Embotelladora Andina S.A. contributed 35% of the capital of Coca-Cola Del Valle, with Embonor S.A. and Coca-Cola de Chile S.AS.A. contributing the remaining 15% and 50%, respectively. The main corporate purpose of Coca-Cola Del Valle is the development and production of juices, waters and non-carbonated beverages under brands owned by The Coca-Cola Company that Andina and Coca-Cola Embonor S.A. are authorized to commercialize and distribute in their respective franchise territories.

 

In August 2016, the Company signed an agreement with Monster Energy Company for the distribution of Monster Energy products in the Chilean territory covered by Andina, which we began distributing in September 2016.

In March 2017, The Coca-Cola Company, together with its bottlers in Latin America, announced the closing of the acquisition from Unilever of the AdeS vegetable protein-based beverage business. Andina began distributing AdeS products in Chile in July 2017.

In January 2018, the Company, Embonor S.A., Coca-Cola del Valle New Ventures S.A., and Coca-Cola de Chile S.A., as buyers, and Inversiones Siemel S.A. as seller, entered into a stock purchase agreement under which the parties agreed to transfer 100% ownership of the shares of Comercializadora Novaverde S.A. (“Novaverde”), a Chilean company dedicated to the production and distribution of juices, ice cream, and other food, mainly under the brand “Guallarauco”. The transaction did not include the acquisition of the avocado sales business line and the General Mills brand representation. In October 2018, the purchase of 100% of the shares of Novaverde was completed.

In May 2018, Diageo Chile Ltda., Embonor S.A. and Embotelladora Andina S.A. signed an agreement for the distribution in Chile of the brands belonging to Diageo, including Johnnie Walker, Baileys, Smirnoff, Guinness, Pampero, among others.

In October 2019, Cooperativa Agrícola Pisquera Elqui Ltda. (“Capel”), Embonor S.A. and Andina, signed an agreement for the distribution in Chile of products bearing the brands belonging to Capel, including Capel (brand), Alto del Carmen, Monte Fraile, Brujas de Salamanca, Artesanos del Cochiguaz, among others.

In August 2020, Cervecería Chile S.A. and Andina signed an agreement for the distribution in Chile of the brands belonging to AB InBev, including Corona, Becker, Báltica, Budweiser, Stella Artois, Cusqueña, among others.

Brazil

 

Andina Brazil, our Brazilian subsidiary, began production and distribution of Coca-Cola soft drinks in Rio de Janeiro in 1942. In June 1994,In1994, we acquired 100% of the capital stock of Andina Brazil for approximately US$120 million and contributed an additional US$31 million to Andina Brazil’s capital immediately after the acquisition to repay certain indebtedness of Andina Brazil. In 2000, we purchased a Coca-Cola franchise licensee NVG through Andina Brazil for a territory in Brazil comprising the State of Espírito Santo and part of the States of Rio de Janeiro and Minas Gerais, for US$74.5 million.

NVG was merged into Andina Brazil in 2000, and its operations were integrated with Andina Brazil in 2001.Gerais.

 

In 2004, Andina Brazil entered into a franchise swap agreement with the Brazilian subsidiary of The Coca-Cola Company, Recofarma Indústria do Amazonas Ltda., for an exchange of franchising rights, goods and other assets of Andina Brazil in the territory of Governador Valadares in the State of Minas Gerais, and other franchise rights of The Coca-Cola Company in the territories of Nova Iguaçu in the state of Rio de Janeiro, which were previously owned by Companhia Mineira de Refrescos S.A.

 

In 2007, The Coca-Cola Company along with the Coca-Cola bottlers in Brazil created a joint venture, Mais Indústria de Alimentos, in order to enhance the non-carbonated business for the entire Systemsystem in that country, and in 2008 The Coca-Cola Systemsystem acquired a second company that produces non-carbonated beverages called Sucos del Valle do Brasil Ltda. These two companies merged in 2011 and SABB (Sistema de Alimentos y Bebidas do Brasil) was created.

 

In 2010, The Coca-Cola Company along with its bottlers, acquired in a joint venture the company Leão Junior S.A. (currently Leão Alimentos e Bebidas Ltda.). with a consolidated presence and market share in Andina Brazil’s region in the category of iced tea. Leão Junior S.A.Alimentos e Bebidas Ltda. commercializes the Matte Leão brand, among others. Andina Brazil controls 18.20% of Leão Junior S.A. Andina Brazil holds a 10.74% average10.26% ownership interest in Leão Junior S.A and SABB.Alimentos e Bebidas Ltda.

 

In November, 2012, Andina Brazil acquired a 40% stake in Sorocaba Refrescos S.A., a Coca-Cola bottler located in the state of Sao Paulo, for R$146,946,004.São Paulo.

 

On October 11th,In 2013, Rio de Janeiro Refrescos Ltda. (“RJR”), a subsidiary of Embotelladora Andina S.A. (“Coca-Cola Andina”) in Brazil, closed the acquisition ofacquired 100% of the capital stock of Companhia de Bebidas Ipiranga (“Ipiranga”) in an all-cash transaction. Ipiranga is also a Coca-Cola bottler with operations in part of the States of São Paulo and part of the State of Minas Gerais. This acquisition was previously arranged between the parties through an agreement signed on July 10th,10, 2013. The final price paid was R$1,155,445,998. Ipiranga is a leading bottler of The Coca-Cola System in Brazil that operates in certain territories of the states of São Paulo and Minas Gerais. During 2012, its sales volume amounted to 89.3 million unit cases, with revenues amounting to R$695 million, and an EBITDA of R$112 million.

 


During 2013, there was a restructuring of the juice and mate herb (“yerba mate”) business, pursuant to which the companies in which Rio de Janeiro Refrescos Ltda.Andina Brazil held an interest were merged. As a result of the restructuring, Rio de Janeiro Refrescos Ltda.Andina Brazil ended up with a 9.57% ownership interest in LeonLeão Alimentos y Bebidas Ltda., the legal successor of these companies. This percentage increased to 10.87% as a result of our acquisition of, and subsequent merger with, Compañía de Bebidas Ipiranga that held an ownership interest in LeonLeão Alimentos y Bebidas Ltda. During 2014, Rio de Janeiro Refrescos Ltda.Andina Brazil sold 2.05% of its ownership interest in Leão Alimentos e Bebidas Ltda., remaining with a finalresulting in its current ownership interest of 8.82%10.26%.

During 2016, Andina Brazil, along with Coca-Cola Brazil and the other bottlers in Brazil, acquired Laticinios Verde Campo Ltda. The purchase was made through Trop Frutas do Brasil Ltda. a subsidiary of Leão Alimentos e Bebidas Ltda. Andina Brazil acquired 7.5% of Laticinios Verde Campo Ltda..

In 2016, Andina Brazil signed an agreement with Monster Energy Company for the distribution of Monster Energy products in Andina Brazil’s territory. These products began being distributed in November, 2016.

In 2016, Andina Brazil closed its production facility in Cariacica, state of Espírito Santo, leaving only two production facilities, in the States of Rio de Janeiro and São Paulo.

In 2017, Andina Brazil bought, together with Coca-Cola Brazil and the other Coca-Cola bottlers in Brazil, the company UBI 3 Participações Ltda. The operation was carried out to make the distribution and marketing of AdeS products in Brazil viable. Andina Brazil bought 8.50% of UBI 3 Participações Ltda.. Andina Brazil began distributing AdeS products in June 2017.

In August 2017, Andina Brazil increased its ownership interest in Leão Alimentos e Bebidas Ltda. from 8.8% to 10.3%.

In March 2018, Andina Brazil started the production of soft drinks at the new Duque de Caxias plant in the state of Rio de Janeiro, and in January 2019, the production of mineral waters started in the same plant.

 

Argentina

 

Production of Coca-Cola soft drinks in Argentina began in 1943 with operations in the province of Córdoba, Argentina, through Inti S.A.I.C., (“INTI”). In July 1995, we, through an investment company incorporated in Argentina called Inversiones del Atlántico S.A., (“IASA”), acquired a 59% interest in Embotelladoras del Atlántico S.A. (“Edasa”EDASA”, the parent company of Rosario Refrescos S.A. and Mendoza Refrescos S.A.). These entities were subsequently merged to create Rosario Mendoza Refrescos S.A., (“Romesa”ROMESA”). In 1996, we acquired an additional 35.9% interest in Edasa,EDASA, an additional 78.7% interest in Inti,INTI, a 100% interest in CipetCIPET (a PET plastic bottle and packaging business located in Buenos Aires) and a 15.2% interest in Cican S.A. During 1997, the operations of RomesaROMESA were merged with INTI. In 1999, EdasaEDASA was merged into IASA. In 2000, IASA was merged into INTI, forming Embotelladora del Atlántico S.A. (“EDASA”). In 2002, CipetCIPET merged into EDASA. During 2007, EDASA’s ownership interest in Cican S.A. was sold to FEMSA.

 

DuringIn 2011, EDASAEDASA's shareholders resolved the division of part of its equity to form a new company, Andina Empaques Argentina S.A., transferringthrough a spin-off of all activities and assets necessary for the development of EDASA’s Packaging Division.

AccountingDivision, including all tangible and tax effects began on January 1, 2012.intangible assets related thereto. Subsequently, EDASA absorbed Coca-Cola Polar Argentina S.A. by merger. The corresponding Definitive Merger Agreement was registered in the Public Register of Trade of the Province of Córdoba under the Contracts and Dissolves Protocol Registration N ° 007-A25 on September 24, 2014. The merger’s tax and accounting effects began on November 1, 2012. Currently EDASA is the Coca-Cola bottler in the provinces of Córdoba, Mendoza, San Juan, San Luis, Entre Ríos, part of the province of Buenos Aires and in almost all of Santa Fe, as well as in La Pampa, Neuquén, Río Negro, Chubut, Santa Cruz, Tierra del Fuego, Antarctica and South Atlantic Islands.

 

Additionally, as a result of the Company’s merger with Polar which was completed in October 16, 2012, and is more fully described above, the Company gained territory serviced by Polar in Argentina, consisting of territories in Santa Cruz, Neuquén, El Chubut, Tierra del Fuego, Río Negro, La Pampa and the western zonepart of the province of Buenos Aires.

 

Finally, afterIn March  2017, EDASA acquired 13.0% of the issuanceshares of favorable opinions, on December 2, 2015 the National Commission forcompany Alimentos de Soja S.A.U., dedicated to the defenseproduction of Competitionvegetable protein-based beverages marketed under the brand “AdeS”. The sale of Alimentos de Soja S.A.U. shares was carried out within the framework of a global transaction under the terms of which The Coca-Cola Company and certain Coca-Cola bottlers acquired the “AdeS” liquid soy-based food business from the Unilever Group in Brazil, Mexico, Argentina, Colombia, Paraguay, Uruguay, Bolivia and Chile. EDASA began distributing AdeS products in July 2017. In 2018, EDASA acquired shares of Alimentos de Soja S.A.U. (currently Alimentos de Soja S.A.), increasing its ownership interest to 14.3%. The amount of shares transferred was sufficient to provide EDASA a percentage of shares approximately proportional to its market share in the Republicterritory.

In December 2017, EDASA, together with Monster Energy Company, entered into an agreement in which Monster Energy Company named Embotelladora del Atlántico S.A. as distributor in the franchise territory of Andina Argentina a non-concentrated organism under the administration of the Undersecretaryproducts bearing the "Monster" brand for an initial period of Trade of10 years. In February 2018, we began commercializing and distributing Monster products entering the Secretary of Trade of Ministry of Economy and Public Finances, notified EDASA of Resolution No. 640 dictated on November 24, 2015 by the Secretary of Trade of the Ministry of Economy and Public Finances under which it moved to authorize and approve the economic concentration caused by the (i) merger by incorporation between the Chilean company Embotelladora Andina S.A., as surviving entity, and Embotelladoras Coca-Cola Polar S.A, and (ii) the merger by incorporation between EDASA as surviving entity, and Coca-Cola Polar Argentina S.A, respectively, under article 13, inc. a) of Law 25.156.category for energy drinks.

 


Paraguay

 

PARESA is the first authorized Coca-Cola Bottler Company in Paraguay, which started its operations in May 13, 1965. In 1967, Plant 1 was opened with a capacity of 400,000 annual unit cases. In 1980, the Barcequillo Plant - located on Km 3.5 Barcequillo of the Ñemby route, in the City of San Lorenzo- was opened, reaffirming and applying the concept of the highest end technology of bottling. Beginning in 2004, PARESA became property of the Grupo Polar from Chile, continuing its operations in the Paraguayan market. On October 1,In 2012, PARESA became part of Grupo Coca-Cola Andina due to the merger of Embotelladoras Coca-Cola Polar S.A. into Embotelladora Andina S.A.

 

Capital ExpendituresIn March 2017, The Coca-Cola Company, together with its bottlers in Latin America, announced the closing of the acquisition from Unilever of the AdeS vegetable protein-based beverage business.

 

During 2015, we used external financing to refinance certain current financial liabilities, to cover temporary cash shortagesPARESA began distributing AdeS and other corporate purposes.Monster products in July 2017 and May 2019, respectively.

Capital Expenditures

 

The following table sets forth our capital expenditures by territory and line of businesscountry for the periods indicated:2018-2020 period:

 

 Year ended December 31, 

 

Year ended December 31,

 

 2018 2019 2020 

 

2013

 

2014

 

2015

 

       

 

MCh$

 

MCh$

 

MCh$

 

 (in millions of Ch$) 

Chile

 

57,545

 

45,110

 

50,043

 

  37,601   56,141   26,488 

Brazil

 

56,720

 

30,280

 

24,831

 

  47,444   22,737   19,138 

Argentina

 

52,272

 

25,724

 

30,056

 

  29,571   22,011   16,508 

Paraguay

 

17,160

 

13.103

 

7,470

 

  14,292   15,283   20,519 

Total

 

183,697

 

114,217

 

112,400

 

  128,908   116,171   82,653 

 

During 2015, we made investments totaling Ch$2,403 million (unaudited figures) for improvements in industrial processes, equipment to measure industrial waste flows, laboratory analyses, consulting on environmental impacts and other studies. For further details please refer to Note 29 of our consolidated financial statements filed herewith.

Our total capital expenditures were Ch$183,697128,908 million in 2013,2018, Ch$114,217 million116,171 in 20142019 and Ch$112,400 million82,653 in 2015.

We have budgeted approximately US$200-230 million for our capital expenditures2020. The decrease in 2016. Our capital expenditures in 2016 are primarily intended for:

· investments in production capacity (primarily for a plant in Brazil among other investments);

· market investments (primarily for2020 was maily due to the placementuncertainty regarding the potential impacts of coolers);

· returnable bottles and cases; and

· investments in vehicles (primarily in Brazil);

We believe that internally generated funds will be sufficient to meet our budgeted capital expenditure for 2016. Our capital expenditure plan for 2016 may change based on market and other conditions, our results and financial resources.the COVID-19 pandemic.

 

In 2015,2020, capital expenditures were principally related to the following:

 

Argentina

 

·Returnable containers (glass and PET bottles) and cases for bottles,

·              Bottles (glass and PET) and bottle cases;

·Coolers - Cold Equipment,

·              Coolers and post mix equipment;

·RefPET Returnable Labeling (Monte Cristo plant and Bahía Blanca plant),

·              New Box Line for packaging (Andina Empaques Plant-fine tuning)

·Returnable Glass Labeling (Monte Cristo plant),

·              Process adaptation and new towers at Raw Sugar Plant;

·Sugar reduction in carbonated products,

·              Adaptation Cold and Hot Fill Production Lines (all plants);

·Adaptation of Effluents’ process (Monte Cristo plant),

·              Molds and tooling of new SKUs (CDS and NCBS); and

·"Front Office Project" (stage 2 of implementation, to be completed during 2021),

·              Expansion of finished product deposit and patio (Bahía Blanca plant)

·Purchase of forklifts and transpallets, and

·Hardware technology upgrade and software development for productivity and management improvement.

 

Brazil

 

·Production lines and equipment for the Andina’s plants,

·              First stage construction of the Duque de Caxias plant;

·Implementation of returnable labelling project,

·              Construction of the Caju Distribution Center;

·Returnable containers (Ref PET and glass bottles) and plastic bottle cases,

·              REF PET and glass returnable bottles and bottle cases;

·Cold equipment, post-mix and other equipment for the point of sale,

·              Coolers and post-mix equipment for the point of sale;

·Improvements in the management systems,

·              Machinery to increase efficiency and production capacity; and

·Machinery to increase efficiency and productive capacity, and

·              Acquisition of distribution trucks and motorcycles for the sales force.

·Renewal of part of the trucks and forklifts for industrial and logistics areas.


 

Chile

 

·Logistics Densification (refurbishment of racks and centers to receive new beer category),

·                                         Returnable bottles (glass and PET) and bottle cases;

·Implementation of production lines at Antofagasta plant (transfer from Coquimbo),

·                                         Cold equipment, post-mix and other equipment for points of sale;

·New Renca and Inamar wells,

·                                         Purchase of distribution trucks;

·Engineering for decreasing water ratio, and

·                                         Infrastructure investments at Renca plant, in logistics and sourcing;

·                                         Machinery to improve efficiency and production capacity; and

·                                         Land purchases.

Vital Jugos

·                                          Acquisition of an Electronic Inspector for RGB Line 1;

·                                          Implementation of inventory and dispatch control with RFID system;

·                                          Acquisition of automatic caser for bottles RGB Line 1;

·                                          Construction of fruit pulp warehouse in racks; and

·                                          Acquisition and installation of a water treatment plant.

Vital Aguas:

·                                          Acquisition and installation of a bottle cap manufacturing machine for aluminum caps for glass bottles;

·                                          Refurbishing of PET OW Lines 3 and 4 and Container Line 2; and

·                                          Installation of CCTV IP system.

·Engineering of wastewater treatment plant.

 

Paraguay

 

·New line for stills products,

·                                         Sugar treatment system by ion exchange;

·Fructose production facilities,

·                                         Completion of implementation of electronic inspection by Asebi in all returnable glass lines;

·Extension of deposits,

·                                         Implementation of fire network in industrial plant and distribution centers of Coronel Oviedo and Encarnación;

·“Front Office” project,

·                                         Returnable bottles and plastic cases; and

·Returnable bottles and plastic cases, and

·                                         Cooling equipment.

B.BUSINESS OVERVIEW

·Coolers - Cold equipment.

 

We have budgeted US$160-180 million for our capital expenditures in 2021 which is expected to be mainly destined to:

·Improve our information technologies with a main focus on big data and artificial intelligence,

·Improve our productive capacity (for product reformulation, in addition to continuing the returnables labeling project in Argentina, and a production line in Paraguay),

·Improve infrastructure for greater flexibility (mainly in Paraguay),

·Returnable bottles and containers (optimizing the use of multipurpose bottles),

·Cold equipment (with energy efficiency savings and better customer service),

·Renew trucks (Brazil and Chile) to comply with regulations, and

·Improve water use efficiency (Chile).

For 2021, we estimate that internally generated funds will finance a large part of our budgeted capital expenditure. Our capital expenditure plan for 2021 may change based on market conditions and how the economy evolves in the countries where we operate. We believe wethe uncertainty regarding the COVID-19 pandemic has diminished, but our capital expenditures plans are dynamic and subject to change if the conditions requires it.


B.BUSINESS OVERVIEW

We are the third largest bottler of Coca-Cola trademark beverages in Latin America in terms of sales volume. We believe we are the largest bottler of Coca-Cola trademark beverages in Chile the second largest inand Argentina and the third largest in Brazil, in each case in terms of sales volume. We are also the only bottler of Coca-Cola trademark beverages in Paraguay.

In 2015,2020, we had consolidated net sales of Ch$1,877,3941,698,281 million and total sales volume of 819.9734.6 million unit cases of Coca-Cola soft drinks.beverages.

 

In addition to our soft drinks business, which accounted for 76%65% of our consolidated net sales during 2015,2020, we also:

 

·produce, sell and distribute fruit juices, other fruit-flavored beverages, sport drinks, flavored waters, mineral and purified water in Chile, Argentina, Brazil and Paraguay under trademarks owned by The Coca-Cola Company;

·                  produce and distribute fruit juices, other fruit-flavored beverages and mineral and purified water in Chile, Argentina and Paraguay under trademarks owned by The Coca-Cola Company;

·manufacture polyethylene terephthalate (“PET”) bottles and preforms, returnable PET bottles, cases and plastic caps, primarily for our own use in the packaging of our beverages in Chile and Argentina;

·                  produce flavored waters and other carbonated beverages under trademarks owned by The Coca-Cola Company;

·produce, sell and distribute ice tea, mate beverages, and sell and distribute lactose free dairy products in Brazil;

·                  manufacture polyethylene terephthalate (“PET”) bottles primarily for our own use in the packaging of Coca-Cola soft drinks in Chile and Argentina, where we also produce returnable PET bottles, cases and plastic caps;

·produce, sell and distribute seed-based beverages in Argentina under trademarks owned by The Coca-Cola Company, and sell and distribute these products in Brazil, Chile and Paraguay;

·                  produce Tea and Juices in Brazil for Leão Alimentos e Industria Ltda.;

·sell and distribute energy drinks in Argentina, Brazil, Chile and Paraguay under trademarks owned by Monster Energy Company;

·                  distribute non-carbonated beverages such as tea, fruit juices, energy drinks, sport drinks and waters in Brazil under trademarks owned by The Coca-Cola Company;

·sell and distribute beer in Brazil under the brands Amstel, Bavaria, Heineken, Kaiser and Sol;

·                  distribute beer in Brazil under the brands Amstel, Bavaria, Birra Moretti, Dos Equis (XX), Edelweiss, Heineken, Kaiser, Murphy’s, Sol and Xingú;

·distribute beer, wine and cider in southern Argentina;

·                  distribute beer in the south of Argentina; and

·sell and distribute beer, spirits and wine in Chile; and

·                  distribute spirits in the south of Chile.

·distribute ice cream and other frozen products under the Guallarauco brand in Chile.

 

Our Territories

 

The following map shows our territories, estimates of the population to which we offer products, the number of retailers of our beverages and the per capita consumption of our beverages as of December 31, 2014.2020.

GRAPHIC

 

 

Per capita consumption data for a territory is determined by dividing total beverage sales volume, excluding the sales to other Coca-Cola bottlers within the territory by the estimated population within such territory, and is expressed on the basis of the number of eight-ounce servings of our products consumed annually per capita.products. One of the factors we use to evaluate the development of local volume sales in our territories and to determine product potential is the per capitalcapita consumption of our beverages.

 


Our Product Overview

 

We produce, market and distribute the following Coca-Cola trademark beverages and brands licensed from third parties throughout our franchise territories. In addition, we distribute Heineken brand beer in Brazil, beer, wine and cider in southern Argentina, and beer, spirits and wine in Chile. The following table sets forth ourthe brands of the products that we distribute by country as of December 31, 2015:2020:

 

Chile

Brazil

Argentina

Paraguay

Colas:Colas

Coca-Cola

ü

ü

ü

ü

ü

ü

ü

Coca-Cola Light

Zero/Sin azúcar

ü

ü

ü

ü

ü

ü

ü

Coca-Cola Zero

Light

ü

ü

ü

ü

ü

ü

Coca-Cola Life

Plus Café

ü

ü

ü

ü

Coca-Cola Energy

ü

Flavored Soft Drinks:

CrushFlavored soft drinks

ü

ü

Fanta

Cantarina

ü

ü

ü

ü

ü

Fanta Zero

Crush Light/Zero/Sin azúcar

ü

ü

ü

Inca Kola

Fanta

ü

ü

ü

ü

ü

Fanta Zero/Sin azúcar

üüüü
Inca Kolaü
Inca Kola Zero

ü

ü

Kuat

Zero

ü

ü

Kuat Zero

Nordic Mist

ü

ü

Nordic Mist

Agua Tónica

ü

ü

Nordic Mist Zero

ü

ü

Quatro

Light/Liviana/Zero/Sin azúcar

ü

ü

Sprite

ü

ü

ü

ü

Sprite Zero

Royal Bliss

ü

ü

Schweppes

ü

ü

ü

ü

ü

Schweppes Soda

Light/Zero/Sin azúcar

ü

ü

Cantarina

Schweppes Tónica

ü

ü

ü

ü

Schweppes Tónica Light

ü

Juice:

Sprite

ü

ü

ü

ü

Cepita

Sprite Zero/Sin azúcar

ü

ü

ü

ü

ü

Del Valle

& Nada

ü

ü

ü

ü

Frugos

ü

Frugos LightJuices

ü

ü

Mais

Andina Del Valle

ü

Andina Del Valle Light

ü

Water:

Cepita

ü

Aquarius

Cepita Light/Zero/Sin azúcar

ü

ü

ü

ü

ü

Benedictino

Del Valle

ü

ü

Bonaqua (with and without gas)

Del Valle Light

ü

ü

Crystal

Frugos

ü

ü

Dasani

Frugos Light/Sin azúcar/0%

ü

Glaceau

Guallarauco

ü

ü

Vital

Kapo

ü

ü

Other:Waters

Black

Aquarius

ü

ü

ü

ü

Burn

Aquarius Zero Gasificada

ü

ü

ü

ü

Chá Leão

Benedictino

ü

ü

Fuze

Benedictino Sabores 

ü

ü

ü

ü

I9

Bonaqua Con Gas

ü

ü

Kapo

Bonaqua Sin gas

ü

ü

ü

Kin (with and without gas)

Crystal

ü

ü

 


ChileBrazilArgentinaParaguay

Dasani

ü
Glaceau Smart Waterüüü
Glaceau Vitamin Waterü
Guallarauco Agua de Frutaü
Kin Con Gasü
Kin Sin Gasü
Vitalü
Other Non-alcoholic Beverages
AdeSüüüü
Blakü
Burnü
Fuze Ice Teaü
Fuze Ice Tea Zeroü
I9ü
Leão Ice Tea

Light/Zero/sin azúcar

ü

ü

Matte Leão

ü

ü

Powerade

Matte Leão Zero

ü

ü

ü

ü

ü

Powerade Zero

Minilac

ü

ü

Guaraná Power

Monster

ü

ü

ü

ü

ü
Monster Zero/Light/Sin azúcar

ü
üü
Poweradeüüüü
Powerade Zero/Light/Sin azúcarüü
Reignü
Shake Wheyü
Tropicalü
Beer
Amstelüü
Bálticaü
Bavariaü
Beckerü
Becksü
Blue Moonü
Brahmaü
Bud lightü
Budweiserü
Buschü
Coronaü
Corona Lightü
Coronitaü
Cusqueñaü
Grolschü
Heinekenüü
Imperialü
Isenbeckü
Kaiserü
Kilómetro 24.7ü
Kunstmannü
Malta del Surü
Michelob Ultraü
Millerü
Modeloü
Negra Modeloü


ChileBrazilArgentinaParaguay
Palermoü
Pilsen del Surü
Quilmesü
Schneiderü
Solüü
Stella Artoisü
Stella Artois Gluten Freeü
Warsteinerü
Spirits and Wine
Alto del Carmen Iceü
Artesanos del Cochiguaz Sourü
Baileysü
Bourbon Bulleitü
Capel Iceü
Capel Mixü
Capel Pisco Sourü
Capel Pisco Sour Lightü
Cremisseü
Espumante Francisco de Aguirreü
Espumante Mylaü
Espumante Nola Zeroü
Espumante Sensusü
Fernet Brancaü
Gin Tanquerayü
Maddero Iceü
Pisco Alto del Carmenü
Pisco Artesanos del Cochiguazü
Pisco Brujas de Salamancaü
Pisco Capelü
Pisco Hacienda La Torreü
Pisco Monte Fraileü
Ron Caciqueü
Ron Madderoü
Ron Pamperoü
Ron Zacapaü
Sheridan'sü
Sidra 1888ü
Sidra Pehueniaü
Sidra Realü
Sour Inca de Oroü
Tequila Don Julioü
Vino Carbonatado Pkadorü
Vino Colónü
Vino Eugenio Bustosü
Vino Graffignaü
Vino Grossoü
Vino La Celiaü
Vino Prólogo Late Harvestü
Vodka Cirocü
Vodka Smirnoffü
Whisky Bell'sü
Whisky Buchanan'sü
Whisky J&Bü


ChileBrazilArgentinaParaguay
Whisky Johnnie Walkerü
Whisky Old Parrü
Whisky Sandy Macü
Whisky Singletonü
Whisky Vat-69ü
Whisky White Horseü
Ice Creams and Frozen Products
Guallaraucoü

In addition, in Chile, we import and distribute some other Coca-Cola branded beverages, such as Coca-Cola Caffeine Free, Coca-Cola Zero Cherry, Coca-Cola Zero Vainilla, Aloe Gloe (organic aloe vera), Coca-Cola Plus Espresso, Zico coconut water, among others.

 

We produce, market and distribute Coca-Cola soft drinksproducts in our franchise territories through standard bottler agreements between our bottler subsidiaries and the local subsidiary in each jurisdiction of The Coca-Cola Company (collectively, the “Bottler Agreements”).Company. We consider the enhancement of our relationship with The Coca-Cola Company to be an integral part of our business strategy.

 

We seek to enhance our business throughout the franchise territories by developing existing markets, penetrating other soft drink, waters and juices markets, and also alcoholic beverages markets, forming strategic alliances with retailers to increase consumer demand for our products, increasing productivity, and by further internationalizing our operations.

 


Reporting Segments

 

The following discussion analyzes our product sales and customers by reporting segments.

 

Chile

 

In Chile, we produce, market and distribute our beverages under The Coca-Cola Company trademarks in the metropolitan region of Santiago and the neighboring provinces of Cachapoal and San Antonio, as well as the regions of Antofagasta, Atacama, Coquimbo, AiséAysén and Magallanes.

During 2020, Chile accounted for 28.5%32.2% and 27.3%38.0% of our volume and consolidated net sales, respectively, during 2015.respectively.

 

Soft Drinks. Drinks: Our Chilean soft drink operations accounted for net sales in 20152020 of Ch$375,993407,191 million. We measure sales volume in terms of unit cases which we refer to as UCs. Unit cases contain 192 ounces of finished beverage product (24 eight-ounce servings) or 5.69 liters.

(UCs). The following table highlights historical sales and volume of Coca-Cola soft drinks sold in Chile for the periods indicated:

 

 Year ended December 31, 

 

Year ended December 31,

 

 2018 2019 2020 

 

2013

 

2014

 

2015

 

       

 

Ch$

 

UCs

 

Ch$

 

UCs

 

Ch$

 

UCs

 

 (in millions) 

 

(in millions)

 

 Ch$ UCs Ch$ UCs Ch$ UCs 

Colas

 

243,176

 

118.7

 

262,901

 

122.8

 

262,173

 

115.4

 

  284,155   112.5   305,205   119.3   319,811   120.5 

Flavored soft drinks

 

113,999

 

55.7

 

100,222

 

45.7

 

113,820

 

50.1

 

  106,627   42.2   103,263   38.9   87,380   33.2 

Total

 

357,175

 

174.4

 

363,123

 

168.5

 

375,993

 

165.5

 

  390,782   154.7   408,468   158.2   407,191   153.8 

 

As of December 31, 2015,2020, we sold our products to approximately 65,00064,000 customers in Chile. Although the mix varies significantly among the franchise territories, our distribution network generally relies on a combination of Company-owned trucks and independent distributors in each territory. The following table highlights the type of customer in Chile for our products:

 

 

 

Year ended December 31,

 

 

 

2013

 

2014

 

2015

 

 

 

(%)

 

Mom & Pops(1)

 

58

 

53

 

50

 

Supermarkets

 

25

 

25

 

26

 

On premise

 

10

 

15

 

13

 

Wholesale distributors

 

7

 

7

 

11

 

Total

 

100

 

100

 

100

 


(1) Mom & Pops: are neighborhood stores (grocery stores, minimarkets, kiosks, liquor stores, bakeries, etc.) characterized by providing daily shopping needs, and differentiated because they are nearby, the provide informal credit and products are available in smaller formats.

  Year ended December 31 (1) , 
  2018  2019  2020 
          
   (%) 
Mom & Pops (2)  46   47   52 
Supermarkets  27   27   24 
On premise  14   13   11 
Wholesale distributors  13   13   13 
Total  100   100   100 

 

(1)In 2020, we made more uniform our channel definitions accross our four segments, consequently percentages from previous years were reclassified for comparison purposes.

(2)Mom & Pops are neighborhood stores (grocery stores, minimarkets, kiosks, liquor stores, bakeries, etc.) characterized by providing daily shopping needs, and differentiated because they are nearby, and products are available in smaller formats.

Other Beverages.  Beverages: In addition to Coca-Cola soft drinks,Andina, through Vital JugosVJ S.A., we produceproduces and sellsells juices, other fruit flavored beverages ready-to-drink tea and sports drinks, and through Vital Aguas S.A. we produce and sell mineral water and purified water.drinks. Juices are producedmanufactured and soldcommercialized under the brands Andina del Valle (juices and fruit nectars), Kapo (juice drink), Fuze Tea (ready-to-drink tea), Glaceau Vitamin Water (water with added vitamins and minerals), Aquarius (juice drink), Powerade (isotonic) and Powerade (isotonic).

Waters are producedGuallarauco (fruit waters and soldnectars). Vital Aguas S.A. is in charge of bottling mineral and mineralized water under the brands Vital (mineral water) as sparkling,and SmartWater (sparkling and still versions). Also, Andina (in Chile) produces purified water under the brand Benedictino.

In September 2016 and lightly carbonatedJuly 2017, the Company began the distribution in Chile of products under the trademarks of Monster and Benedictino (purified water) as sparklingAdeS, respectively. In 2018, the Company began selling and still.distributing certain Guallarauco products and also spirits from the company Diageo, and in 2019 the Company began with the sale and distribution of liquors and wine of the company Capel.

 

In 2015,2020, the Company began selling and distributing AB InBev beer in Chile, under the following brands: Corona, Becker, Báltica, Budweiser, Stella Artois, Cusqueña, among others.

In 2020, net sales of waters, juices, seed-based beverages, sports drinks and juices in Chile represented 7.4% of our consolidated net sales. On a consolidated basis, sales of waters and juicesenergy drinks in Chile were Ch$138,547173,459 million, and net sales of beer and spirits were Ch$64,111 million.


Brazil

 

In Brazil, we produce, market and distribute our beverages under The Coca-Cola Company trademarks in the majority of the State of Rio de Janeiro and the entirety of the State of Espírito Santo and as ofsince October 1, 2013 in part of the state of São Paulo and part of the state of Minas Gerais, as a consequence of the consummation of the Ipiranga acquisition on October 1, 2013. During 2020, Brazil accounted for 35.4%36.1% and 32.3%34.2% of our volume and consolidated net sales, respectively, during 2015.respectively.

 

Soft Drinks. Drinks: The Brazilian soft drink operations accounted for net sales of Ch$417,509317,713 million. The following table highlights historical sales and volume of Coca-Cola soft drinks sold in Brazil for the periods indicated:

 

 

Year ended December 31,

 

 

 

2013

 

2014

 

2015

 

 

 

(in millions)

 

 

 

Ch$

 

UCs

 

Ch$

 

UCs

 

Ch$

 

UCs

 

Colas

 

271,159

 

154.8

 

365,744

 

186.6

 

320,220

 

180.7

 

Flavored soft drinks

 

88,342

 

50.4

 

125,188

 

63.6

 

97,289

 

54.9

 

Total

 

359,501

 

205.2

 

490,931

 

250.2

 

417,509

 

235.6

 

  Year ended December 31, 
  2018  2019  2020 
          
  (in millions) 
  Ch$  UCs  Ch$  UCs  Ch$  UCs 
Colas  245,955   152.0   264,929   145.6   262,741   163.7 
Flavored soft drinks  80,601   49.4   95,862   61.2   54,972   41.8 
Total  326,016   201.4   360,792   206.8   317,713   205.5 

 

As of December 31, 2015,2020, we sold our products to approximately 97,00087,000 customers in Brazil. The following table highlights the type of customer in Brazil for our products:

 

 

Year ended December 31,

 

 Year ended December 31 (1) , 

 

2013

 

2014

 

2015

 

 2018 2019 2020 

 

(%)

 

       

Mom & Pops

 

25

 

26

 

25

 

  (%) 
Mom & Pops (2)  32   33   34 

Supermarkets

 

32

 

31

 

31

 

  34   32   33 

On premise

 

22

 

21

 

21

 

  16   16   12 

Wholesale distributors

 

21

 

22

 

23

 

  19   20   22 

Total

 

100

 

100

 

100

 

  100   100   100 

 

(1)In 2020, we made more uniform our channel definitions accross our four segments, consequently percentages from previous years were reclassified for comparison purposes.

(2)Mom & Pops are neighborhood stores (grocery stores, minimarkets, kiosks, liquor stores, bakeries, etc.) characterized by providing daily shopping needs, and differentiated because they are nearby, and products are available in smaller formats.

Other Beverages. Beverages: We sell and distribute beer under the Amstel, Bavaria, Birra Moretti, Desesperados, Dos Equis (XX), Edelweiss, Heineken, Kaiser Murphys, Sagres,and Sol and Xingu labels. We alsosell and distribute water under the labels Crystal and Aquarius Fresh and sell and distributeSmartWater, ready-to-drink juices under the labels Del Valle Frut e Fresh, Del Valle Mais, Del Valle 100%, Del Valle Nutri, Del Valle Hortifruti and Kapo, energy drinks under the brand names Burn and Monster, isotonic drinks under i9 and Powerade brand names and Fuze CháIce Tea, Leão Fuze Ice Tea, Fuze Matte Leão and Guaraná Leão ready-to-drink teas. We also sell and distribute seed-based beverages, AdeS Juice and AdeS Milk, under the brand name AdeS and Shake Whey and Minilac lactose-free beverages under the brand name Verde Campo. As of November 2016 and June 2017, the Company began the distribution in its Brazilian franchise territories of products under the trademarks of Monster and AdeS, respectively.

 

In 2015,2020, net sales of beer, waters, juices, ready-to-drink teas, isotonicseed-based beverages, sports drinks and energy drinks in Brazil were Ch$189,53999,184 million, representing 10.1%and net sales of our consolidated net sales.beer were Ch$163,167 million.

 

Argentina

 

In Argentina, we produce, market and distribute our beverages under The Coca-Cola Company trademarks in the entirety of the provinces of Córdoba, Mendoza, San Juan, San Luis, Entre Rios,Ríos, western part of the Provinceprovince of Buenos Aires and most of Santa Fé,Fe, as well as La Pampa, Neuquén, Río Negro, Chubut, Santa Cruz, and Tierra del FuegoAntarctica and South Atlantic Islands.. During 2020, Argentina accounted for 28.6%22.7% and 33.4%18.8% of our sales volume and consolidated net sales, respectively, during 2015.respectively.

 


Soft Drinks. Drinks: The Argentine soft drink operations accounted for net sales of Ch$523,461260,118 million in 2015.2020. The following table highlights historical sales and volume of Coca-Cola soft drinks sold in Argentina for the periods indicated:

 

 Year ended December 31, 

 

Year ended December 31,

 

 2018 2019 2020 

 

2013

 

2014

 

2015

 

       

 

(in millions)

 

 (in millions) 

 

Ch$

 

UCs

 

Ch$

 

UCs

 

Ch$

 

UCs

 

 Ch$ UCs Ch$ UCs Ch$ UCs 

Colas

 

291,231

 

149.8

 

294,241

 

149.5

 

384,429

 

147.1

 

  235,678   119.0   222,140   108.9   194,621   111.6 

Flavored soft drinks

 

98,537

 

50.6

 

97,558

 

49.6

 

139,032

 

53.2

 

  95,125   48.0   91,726   40.8   65,497   33.6 

Total

 

389,768

 

200.4

 

391,799

 

199.1

 

523,461

 

200.3

 

  330,803   167.0   313,866   149.7   260,118   145.2 

 

As of December 31, 2015,2020, we sold our products to approximately 66,00065,000 clients in Argentina. The following table highlights the type of client in Argentina for our products:

 

 

 

Year ended December 31,

 

 

 

2013

 

2014

 

2015

 

 

 

(%)

 

Mom & Pops

 

45

 

44

 

35

 

Supermarkets

 

22

 

22

 

28

 

On premise

 

3

 

3

 

3

 

Wholesale distributors

 

30

 

31

 

34

 

Total

 

100

 

100

 

100

 

  Year ended December 31 (1) , 
  2018  2019  2020 
          
   (%) 
Mom & Pops (2)  37   37   36 
Supermarkets  23   23   23 
On premise  7   8   4 
Wholesale distributors  33   32   36 
Total  100   100   100 

(1)In 2020, we made more uniform our channel definitions accross our four segments, consequently percentages from previous years were reclassified for comparison purposes.

(2)Mom & Pops are neighborhood stores (grocery stores, minimarkets, kiosks, liquor stores, bakeries, etc.) characterized by providing daily shopping needs, and differentiated because they are nearby, and products are available in smaller formats.

Other Beverages. BeveragesIn: in Argentina we produce, sell and distribute ready-to-drinkflavored waters under the brand name Aquarius, and mineral and drinking water under the brands Bonaqua and Kin, and sell and distribute Glaceau Smartwater (which was incorporated into the portfolio in 2020). In addition, we produce, sell and distribute ready to drink juices under the Cepita brand name.name, and fruit and vegetable seed based drinks under the brand name AdeS (which in 2017 was incorporated into the portfolio through a joint venture between The Coca-Cola Company and other Coca-Cola bottlers, including Andina). We also produce, sell and distribute sport drinks under the Powerade brand name, and sell waterand distribute energy drinks under the brands Kin, Bonaqua (sparklingMonster brand name (which was incorporated into the portfolio in 2018). We also sell and still mineral water), Aquariusdistribute beer, wine and Quatro Liviana (flavored waters), as well as Poweradecider in the isotonic segment. Withsouthern region of the incorporation of Coca-Cola Polar Argentina S.A., starting 2012, we distribute beers includingfranchise under the following brands: Amstel, Blue Moon, Grolsch, Heineken, Imperial, Isenbeck, Kunstmann, Miller, Palermo, Schneider, Heineken, Budweiser, Amstel, Bieckert, Sol Imperial and KunstmannWarsteiner (beer); Colón, Eugenio Bustos, Graffigna and La Celia (wine); and 1888, Pehuenia and Real (cider).

 

In 2015,2020, net sales of juices, waters, tea basedseed-based beverages, isotonicsports and energy drinks in Argentina were Ch$93,410 million, representing 5.0%49,818 million. These values also consider the commission for distribution of our consolidated net sales.beer, wine and cider.

 

Paraguay

 

In Paraguay, we produce, market and distribute our beverages under The Coca-Cola Company trademarks in the entire country. During 2020, Paraguay accounted for 7.5%9.0% and 7.0%9.3% of our volume and consolidated net sales, respectively, during 2015.respectively.

 

Soft Drinks. Drinks: The Paraguayan soft drinks operations accounted for net sales of Ch$105,710126,058 million. The following table highlights historical sales and volume of Coca-Cola soft drinks sold in Paraguay for the periods indicated:

 

 Year ended December 31, 

 

Year ended December 31,

 

 2018 2019 2020 

 

2013

 

2014

 

2015

 

       

 

(in millions)

 

 (in millions) 

 

Ch$

 

UCs

 

Ch$

 

UCs

 

Ch$

 

UCs

 

 Ch$ UCs Ch$ UCs Ch$ UCs 

Colas

 

60,230

 

34.2

 

65,866

 

33.2

 

62,337

 

30.9

 

  67,538   32.1   72,303   30.6   58,597   30.1 

Flavored soft drinks

 

34,084

 

19.3

 

40,713

 

20.6

 

43,373

 

21.5

 

  50,557   24.0   52,553   25.6   67,460   25.0 

Total

 

94,314

 

53.5

 

106,579

 

53.8

 

105,710

 

52.4

 

  118,095   56.1   124,856   56.2   126,058   55.1 

 

As of December 31, 2015,2020, we sold our products to approximately 53,00058,000 customers in Paraguay. The following table highlights the type of customer in Paraguay for our products:

 

 

Year ended December 31,

 

 Year ended December 31 (1) , 

 

2013

 

2014

 

2015

 

 2018 2019 2020 

 

(%)

 

       

Mom & Pops

 

45

 

44

 

45

 

  (%) 
Mom & Pops (2)  37   39   42 

Supermarkets

 

11

 

11

 

11

 

  12   13   12 

On premise

 

22

 

22

 

23

 

  14   13   9 

Wholesale distributors

 

22

 

23

 

21

 

  37   35   36 

Total

 

100

 

100

 

100

 

  100   100   100 

 

(1)In 2020, we made more uniform our channel definitions accross our four segments, consequently percentages from previous years were reclassified for comparison purposes.

(2)Mom & Pops are neighborhood stores (grocery stores, minimarkets, kiosks, liquor stores, bakeries, etc.) characterized by providing daily shopping needs, and differentiated because they are nearby, and products are available in smaller formats.

Other Beverages. Beverages: In Paraguay, we produce and distribute juices ready to be consumeddrink under the trademark Frugos.Frugos and we import and distribute seed-based drinks under the AdeS trademark. We also manufacture and sell water under the trademarks Dasani (purified water) and, Aquarius (flavored water), Kin (mineral water) and isotonic drinks like Powerade.Powerade (sports drinks). We also manufacture and sell energy drinks under the trademark Burn in disposable glass bottles and we import and distribute cans under the trademark Burn.Monster (since May 2019).

 

In 2015,2020, net sales of juices, waters, isotonicseed-based beverages, sports and energy drinks in Paraguay were Ch$24,330 million, representing 1.3% of our consolidated net sales.31,095 million.

Distribution

 

Chile

 

Soft Drinks, Juices, Waters and other Beverages.: In Chile, we generally distribute Coca-Cola soft drinksour products through a distribution system that includes: (i) third-party owned trucks operated by independent distributors pursuant to(569 trucks) that provide an exclusive distribution arrangements with us (622 trucks)service and (ii) our own trucks (75(244 trucks). In 2015, 85%2020, 81% of our distribution was distributedperformed by exclusive distributorsthird-party transport companies and 15%19% by our own trucks. Distributioncompanies in the Andina group. The distribution of all of Andina Chile’sAndina’s beverages takes placein Chile is carried out from distribution centers and production facilities. The 76 distributors collectively service all of our Chilean customers. In most cases, the distributorcarrier collects cash payment from theor customer in cash or check. Where applicable,checks. In some cases, the driver also either collects empty returnable glass containers or PET bottles of the same type and quantity as the bottles beingthose that were 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 52.3%47.0% of total soft drinks volume in 2015.2020. Certain important customers (such as supermarkets), maintain accounts receivables with us, which are settled on average every 4346 days after invoices are issued. On average, accounts receivable from all credit sales clients are liquidated on a 41 day term.

 

Other Beverages. JuicesBeer and waters throughoutspirits: Andina in Chile are distributed by means ofuses its distribution system to distribute beer and spirits in its franchise territory. Since 2018, Andina in Chile has developed a portfolio expansion strategy to become a more complete beverage company. To this end, the Company has entered into agreements between The Coca-Cola Company and the Coca-Cola bottlers in Chile. In 2015, Andina distributed approximately 71%with different strategic partners transforming its value proposition towards customers of the different channels it serves in each product category. Since 2018, it has distributed Diageo's total portfolio of distilled spirits, brands such as Johnnie Walker, Vat 69 and Sandy Mac (whiskey), Cacique and Zacapa (rum), Smirnoff and Ciroc (vodka), Tanqueray and Gordon's (gin), and Baileys, among others, in the traditional channel, on-premise channel, convenience stores and B2C digital channel. During the third quarter of 2019, the product portfolio of the Cooperativa Capel (Alto del Carmen and Capel piscos, among other brands, and wines of the Viña Francisco de Aguirre) began to be distributed in all the channels of the territory. In 2020 we entered into a commercialization and distribution agreement, incorporating most of AB InBev brands in Chile, thereby commercializing products of Vital Jugosthe multinational company in the different channels of most of our territory. Andina in Chile purchases the different alcoholic products from the commercial partners (Diageo, Cooperativa Capel and Vital Aguas. Under Vital Jugos’AB InBev) at a price determined by these partners and Vital Aguas’ distribution agreements,sell them to its customers with a margin previously agreed by category and channel. The discount scheme is different in each bottler hascategory but, as a common rule, discounts approved by the exclusive right to distribute waters and juicescommercial partners are paid by these partners without affecting the margin of Andina in its territory.

Our management believes that our distribution arrangements for waters and juices provide an effective means of distributing those products throughout Chile using the extensive distribution system of the Coca-Cola bottlers. We have a good working relationship with the other Coca-Cola bottler that distribute waters and juices. If the other Coca-Cola bottler was to cease distribution, our management believes it could arrange alternative distribution arrangements, but the transition to the new arrangements could involve significant delays in distributing products and would involve additional costs and an initial reduction in sales.Chile.

 

Brazil

 

Soft Drinks, Juices and Waters.: In Brazil, we generally distribute Coca-Cola soft drinksproducts through a distribution system that includes: (i) own trucks (ii) trucks operated by independent distributors pursuant to exclusivenon-exclusive distribution arrangements, with us;  (ii)and


(iii) trucks operated by independent transport companies on a non-exclusivean exclusive basis and (iii) our own trucks.with us. In 2015, 8%2020, 11.7% was distributed by exclusive distributors, 31%7.2% by independent transport companies and 61%81.1% by our own trucks. Distribution of all of Andina Brazil’s beverages takes place from distribution centers and production facilities. In 2015, approximately 7.6% of Andina Brazil’ soft drink sales were paid for in cash at the time of delivery, 0.3% were paid by check and 92.1% were paid were paid with other bank securities with an average payment term of 17 days.

 

Other Beverages.: Andina Brazil uses its distribution system to distribute beer in the Brazilian territory. Andina Brazil started distributing beer in the 1980s as a result of the acquisition of Cervejarias Kaiser S.A. (“Kaiser”) by a consortium of Coca-Cola bottlers (including Andina Brazil) in Brazil. In March 2002, the Canadian brewing company Molson Inc. acquired Kaiser. In 2006, FemsaFEMSA acquired from Molson a controlling ownership interest in Kaiser and in 2010, Heineken acquired a controlling interest in Femsa’sFEMSA’s beer operation. Andina Brazil buys beer from Heineken at a price determined by Heineken and sells it to its customers with a fixed margin. In the case of certain discount sales that have been approved by Heineken, Heineken shares between 50% and 100% of the cost of such discounts. In 2015,2020, Andina Brazil’s net sales of beer were Ch$82,790 million, of which Bavaria brand beer accounted for 37.4%, Heineken for 17.6%, Kaiser for 42.8%, Sol for 1.0%, and all the other brands accounted for 1.2% of net sales.163,167 million.

 

TheIn 2002, the Coca-Cola Company and the Brazilian Association of Coca-Cola Manufacturers entered into an agreement regarding the distribution through the Coca-Cola Systemsystem of beer produced and imported by Heineken. The agreements were signed May 30, 2003, and are renewable for a periodIn July 2017 Heineken Brazil notified us of 20 years.the termination of the agreement by virtue of which Andina Brazil iscommercialized and distributed Heineken-branded beers in Brazil, which will be effective in March 2022. During 2020, the Coca-Cola system in Brazil and Heineken reached a new agreement to redesign their distribution partnership in Brazil. As per the agreement, expected to become effective mid-2021 and have a initial five year term of duration, the Coca-Cola system in Brazil will continue to offer the Kaiser, Bavaria and Sol brands, and will complement this portfolio with the Eisenbahn brand and other brands. Additionally, as part of the redesign of the distribution partnership, the agreement allows the Coca-Cola system bottlers in Brazil to distribute and produce other national or international brands, in certain percentages and under certain conditions. See “Item 3. Key Information — Risk Factors — Risks Related to our Company— The modifications to the beer distribution agreement with Heineken in Brazil may not allowed to produce, bottle, sell or obtain any interest in any bottled or tap beer under any other label or in any bottle or packaging thatbe approved by the Brazilian antitrust authorities, which could be confused with brand beers, except as may be mutually agreed in writing betweenadversely affect our results of operations”.

In 2016, Andina Brazil and Heineken.signed an agreement with Monster Energy Company for the distribution of Monster Energy products in Andina Brazil’s territory. These products began being distributed in November 2016.

Argentina

 

Soft Drinks, Juices and Waters.: In 2015, 70%2020, 63% of Edasa’sEDASA’s Coca-Cola soft drinks were distributed by direct distribution and 30%37% by other distributors and wholesale distribution (indirect distribution). AllThe direct distribution is done by a group of independent transport companies. In 2015, approximately 68% of EDASA’s soft drink sales were paid for in cash and 32% were credit sales.companies, on an exclusive basis.

 

Other Beverages: Andina Argentina uses its distribution system to distribute beer in the territory composed by the provinces of La Pampa, Neuquén, Río Negro, Chubut, Santa Cruz, Tierra del Fuego and the following parts of the Province of Buenos Aires: Bahía Blanca, Tornquist, Coronel M.L.Rosales, Coronel Dorrego, Villarino, Daireaux, Guamini, Adolfo Alsina, Coronel Suarez, Coronel Pringles, Saavedra, Puán, Saliqueló, Municipio Urbano de Monte Hermoso, Benito Juárez, Gonzalez Chávez, Tres Arroyos, Carmen de Patagones, Olavarría, Azul, Tapalqué, Laprida, Lamadrid, Arrecifes, Chacabuco, Colón, Pergamino, Rojas, Salto, Bartolomé Mitre, Capitán Sarmiento, 9 de Julio, 25 de Mayo, General Alvear, Chivilcoy, Alberti, Bragado, Junín, Viamonte, Arenales, L.N.Alem, Lincoln, General Pinto, Ameghino, Tres Lomas, Pehuajó, Carlos Casares, Hipólito Yrigoyen, Bolívar, Carlos Pellegrini, Trenque Lauquen, Rivadavia, Carlos Tejedor, General Villegas. Andina Argentina began distributing beer in 2012 due to the merger with Coca-Cola Polar. Since mid-2019, wine and cider have been added to the business. Andina Argentina distributes on behalf of and according to an order by CICSA (Compañía Industrial Cervecera S.A.) at a set price which is segmented for each of the regions where the contract operates, and for which Andina Argentina receives a commission.

The Coca-Cola Company and two bottlers (ex-Coca-Cola Polar Argentina S.A., today Andina Argentina, and ex Juan Bautista Guerrero S.A., today Salta Refrescos S.A. of the Arca group) executed a master agreement regarding the distribution of beer manufactured or imported by CICSA, through the Coca-Cola distribution system. The distribution master agreement was executed in 2003 for an initial period of five years, with successive extensions every three years, and the last one agreed in November 2017 for a new five-year term expiring on June 12, 2022. In 2019, an addendum to this agreement was signed to amend the commissions and include wine and cider within the scope of the distribution agreement.

In addition, in December 2017, EDASA executed an agreement with Monster Energy Company for the distribution and commercialization of energy drinks of the “Monster” trademark for an initial period of 10 years in the territory within the franchise of Andina Argentina, with the consent of The Coca-Cola Company.


Paraguay

 

Soft Drinks, Juices and Waters.: PARESA distributed 76.5% Coca-Cola soft drinks89.6% of its products through direct distribution (independent transport companies), and 23.5%10.4% through wholesale distributors. All direct distribution is done by a group of small truck businessmen. In 2015 approximately 65.3% of sales of Paresa soft drinks were paid in cash and 34.7% were credit sales.

 


Competition

 

We face intense competition throughout the franchise territories principally from bottlers of competing soft drink brands. See “Item 3. Key Information — Risk Factors — Risks Related to our Company —Company—Our Business is highly competitive including with respect to price competition which may adversely affect our net profits and margins”. Our business is highly competitive including with respect to price competition which may adversely affect our net profits and margins. As a result of restrictions related to COVID-19, A.C. Nielsen, the surveying company, changed the methodology and sample in Argentina, Chile and Paraguay, therefore figures may not be fully comparable to those of previous periods in these countries. The following table presents the market share of our main competitorsCoca-Cola and other soft drinks in Chile, Brazil, Argentina and Paraguay for the periods indicated:

 

Market Share

  2018  2019  2020 
  Chile  Brazil  Argentina  Paraguay  Chile  Brazil  Argentina  Paraguay  Chile  Brazil  Argentina  Paraguay 
                    (%)                
Coca-Cola soft drinks  67   62   63   72   67   62   63   73   65   62   61   76 
Pepsi Bottler soft drinks  29   17   16   8   30   17   14   7   31   18   14   7 
Other soft drinks  4   21   21   20   4   21   23   20   4   20   25   17 
Total  100   100   100   100   100   100   100   100   100   100   100   100 

 

 

 

2013

 

2014

 

2015

 

 

 

Chile

 

Brazil

 

Argentina

 

Paraguay

 

Chile

 

Brazil

 

Argentina

 

Paraguay

 

Chile

 

Brazil

 

Argentina

 

Paraguay

 

 

 

(%)

 

Coca-Cola soft drinks

 

67

 

61

 

60

 

61

 

69

 

61

 

61

 

62

 

69

 

62

 

62

 

66

 

Pepsi Bottler soft drinks

 

26

 

19

 

20

 

11

 

26

 

19

 

20

 

12

 

27

 

19

 

19

 

9

 

Other soft drinks

 

7

 

20

 

20

 

28

 

5

 

20

 

19

 

26

 

4

 

19

 

19

 

25

 

Total

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 


Source: A.C. Nielsen, with the exception of Paraguay, where the data was collected by IPSOS in 2013 and 2014.Nielsen.

 

Chile

 

Soft Drinks. Drinks: 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 amountnumber 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. Our main competitor in the Chilean franchise territory is Embotelladora Chilenas Unidas or ECUSA, a subsidiary of Compañía Cervecerías Unidas S.A. or CCU, the largest brewer in Chile. ECUSA produces and distributes Pepsi-Cola products and its own brands (soft drinks and bottled water). Based on reports by A.C. Nielsen, we estimate that in 2015,2020, our average soft drink market share within our franchise territories was 69.3%65.2%.

 

Other Beverages.Beverages: Vital Aguas’ Our principal competitor in the water segment is CCU, but there is also competition from low priced brands (“B-brands”) in the water segment in Chile.  Vital Jugos S.A.’s. Our principal competitors in the juice segment are, Watt’s-CCU joint venture, Corpora Tres Montes and three of the leading dairy producers in Chile: Soprole S.A., Nestlé Chile S.A. and Loncoleche S.A.. During 2006, CCU acquired a 50% ownership interest of the juice brands in Chile and created a joint venture for the management of this business area.Loncoleche. The Chilean market for fruit-flavored beverages and waters also includes low-cost, lower-quality fruit juice concentrates and artificially flavored powdered beverage mixes. We do not consider these products competition for our waters and juices business because we believe that these products are of lower quality and value. Based on reports by A.C. Nielsen, we estimate that in 2015,2020, our average market share within our Chilean franchise territories wasreached approximately 34.8%39.7% for juices and others segment and approximately 42.5%46.8% for waters.

 

In the different categories for alcoholic beverages, CCU is the main competitor of Andina in Chile. CCU distributes beer (main brands are Escudo, Cristal, Kunstmann and Heineken), spirits (Pernod Ricard portfolio brands) and piscos (Control and Mistral brands, among others).

Brazil

 

Soft Drinks. Drinks: The soft drink segment of the Brazilian beverage industry is highly competitive. The most important areas of competition are product image, pricing, advertising and distribution capacity (including the number and location of sales outlets).

According to A.C. Nielsen, our main soft drink competitor in the Brazilian territory is American Beverage Company or AmBev, the largest beer producer and distributor in Brazil and also produces soft drinks, including Pepsi-Cola products. Based on reports by A.C. Nielsen, we estimate that in 2015,2020, our average soft drink market share within our Brazilian franchise territories was approximately 62.3%62.1%.

 

Other Beverages.: In the beer sector, Andina Brazil’s main competitor is AmBev which during 20142020 had a very dominant position in the Brazilian market. InBased on reports by A.C. Nielsen, we estimate that in 2020, our Rio de Janeiro and Espiritu Santo franchise ouraverage market share for waters was 5.8%reached 20.3%, where we distribute under the Crystal brand mineral water.water and SmartWater. In the segment of juices and others, based on reports by A.C. Nielsen, we estimate that in 2020, our average market share was 40.8%51.4%.

 


Argentina

 

Soft Drinks. Drinks: 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. Our greatest competitor in Argentina is Pepsi, commercialized by InBev. The most significant B-brandB-brands competitors are: Talca,Refres Now (Manaos), Pritty and Interlagos.Produnoa (Secco). Based on reports by A.C. Nielsen, we estimate that in 2015,2020, our average soft drink market share within our Argentine franchise territories wasreached approximately 61.6%61.5%.

 

Other Beverages.  WeBeverages: we service the water market throughof flavored and plain waters with the brands Aquarius, Bonaqua, brand, through whichKin and Glaceau Smartwater. Based on reports by A.C. Nielsen, we have 8% of the market.estimate that in 2020, our average market share was 16.6%. In addition, the Juices and Others market ofis serviced by the Cepita, AdeS and Powerade brands. Based on reports by A.C. Nielsen, we estimate that in 2020, our average market share was 44.9%. Our biggest competitor in the water category is Danone, RPB (Baggio) in juices and others is serviced through the Cepita juice brand, AquariusInBev in flavored water and Powerade in isotonic, where we have a market share of 26.4%.sports drinks.

 

Paraguay

 

Soft Drinks.Drinks: The soft drink segment of the Paraguayan beverage industry is highly competitive. The most important areas of competition are product image, pricing, advertising, ability to produce bottles in popular sizes and the amountnumber of returnable bottles held by retailers or by consumers.

 

Our greatest competitor, local brand “Niko/De La Costa,” is produced and bottled by Embotelladora Central S.A., which hashad a 13.1%8.7% market share.share in 2020. B-brands in Paraguay represent 25.0%represented 22.2% of the soft drink industry. In 2020, Pepsi had a market share of 8.8% in December 2015,7.0%, and is produced and marketed by Vierci Group, Vierci, a local franchisee. Based on reports by A.C. Nielsen, we estimate that in 2015,2020, our average soft drinks market share within our Paraguayan franchise territories was approximately 66.3%76.5%.

 

Other Beverages.: We are leaders in all non-carbonated categories, except energy drinks.categories. In waters, based on reports by A.C. Nielsen, we have aestimate that in 2020, our average market share of 49.4%was 51.7% with theour Dasani, Aquarius, Tropical and DasaniKin brands. Additionally, theThe market for juices and others is serviced among others bythrough the trademark Frugos in juices and AdeS brands, Powerade in isotonic wheresport drinks, and Monster in energy drinks. Based on reports by A.C. Nielsen, we have aestimate that in 2020, our average market share of 38.2%was 44.9%.

 

Seasonality

 

Each of our lines of business are seasonal. Most of our beverage products have their highest sales volumes during the South American spring and summer (October through March), with the exception of nectar products, which have a slightly higher sales volume during the South American winter and autumn (April through September).

 

Packaging

 

Overview and Background

 

WeThrough Envases CMF S.A. in Chile (50% owned by Andina and 50% owned by Embonor), and Andina Empaques Argentina S.A. (“AEASA”) in Argentina we produce PET bottles in both returnable and non-returnable formats, preforms and plastic caps. As a returnable packaging material, PET has advantages compared to glass because it is lightweight, difficult to break, transparent and easily recyclable. 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, wine and personal hygiene products.

EDASA produces and distributes Coca-Cola soft drinks in glass bottles and returnable and non-returnable PET bottles of various sizes and also in aluminum cans. They are also distributed as post-mix syrup, which is mixed with carbonated water in a dispenser at the point of sale, in stainless steel and bag-in-box containers. 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.

Juices are distributed in non-returnable PET bottles and Tetra Pak containers EDASA also produces and distributes mineral and mineralized water in returnable glass bottles and non-returnable PET bottles. Lastly, it produces and distributes flavored water in non-returnable PET bottles and aluminum cans and isotonic drinks in non-returnable PET bottles.

 

Sales

 

In 2015, AEASA had net2020, total sales of AEASA reached Ch$22,16215,149 million, withof which Ch$6,257 million corresponded to sales to EDASA, andCh$2,452 million corresponded to sales to other related companies amountingof the group and Ch$6,440 million corresponded to Ch$11,775 million. AEASA also sold PET bottlessales to third parties accounting for approximately Ch$10,387 million.parties.

 

Competition

 

We are suppliersAEASA is the supplier of returnable and non-returnable PET bottles, preforms, plastic caps and cases for Coca-Cola Bottlers in Argentina, also supplying some formats to Coca-Cola bottlers in ArgentinaChile, Bolivia and Chile. According to the pre-existing agreements between The Coca-Cola Company and the other Coca-Cola bottlers within South America, we must obtain the consent and assistance of The Coca-Cola Company to expand our sales of returnable PET bottles to said bottlers.

In Chile, we do not have any principal competitors in the non—returnable PET bottles market for oils, wines and personal hygiene. There are a few producers of non-returnable PET bottles in Chile who are significantly smaller than CMF. Plasco S.A., the second Chilean manufacturer of non-returnable PET bottles, does not compete with us because it is the exclusive supplier of PET bottles for ECUSA. (The Chilean Pepsi bottler).

Paraguay. In Argentina, we compete principally with Alpla S.A. and Amcor. AEASA supplies returnable PET bottles to all Coca-Cola bottlers in Argentina.

 

CMF is the exclusive supplier of PET Agreementsresin raw materials, returnable and preform packaging, as well as a main supplier in caps, cases and other plastic resin inputs. This market in Chile is very concentrated, there is only a second supplier of similar manufacturing dimensions and capacities, Plasco S.A., which manufactures mainly for ECUSA, the Pepsi bottler in Chile.

 


On June 29, 2001, we and Cristalerías de Chile S.A. signed a series of contracts forming a joint venture for the development of a PET production facility in Chile through the formation of Envases CMF S.A. We contributed the assets necessary to further the development of the joint venture. Our subsidiary Andina Inversiones Societarias S.A. holds a 50% stake in the joint venture while Cristalerías de Chile S.A. retains the other 50% interest. On January 27, 2012, Coca-Cola Embonor through its subsidiary, Embonor Empaques S.A. acquired Cristalerías de Chile’s stake equivalent to a 50% ownership interest in Envases CMF.

Raw Materials and Supplies

 

The principalmain 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 topscaps and labels. Water used in soft drink production is treated for impurities and adjusted for taste reasons. All raw materials, especially water, are subjected to continuous quality control.

 

Chile

 

Soft Drinks.Drinks We purchase concentrate at prices established by The Coca-Cola Company. We mainly purchase sugar from Industria Azucarera Nacional S.A., IANSA, Sucden Américas and to Sucden Chile S.A., although we may purchase sugar in: Main suppliers of raw materials for the international market when prices are favorable, and have done so on occasion. Chilean sugar prices are subject to a price band established by the Chilean government on an annual basis. We obtain carbon dioxide gas from Linde Gas Chile S.A., Praxair Chile S.A. and Praxair Argentina S.A.-  Our electric energy supplier is Chilectra S.A.. Andina’s affiliate Envases CMF, produces returnable PET bottles and non-returnable PET pre-forms which are blown at our Renca plant.production of soft drinks:

We also purchase bottles from Cristalerías de Chile S.A., Cristalpet S.A. Uruguay and Cristalerías Toro S.A.I.C.  Bottle caps are purchased from Envases CMF S.A., Alucaps Mexicana S.A. de C.V. and Sinea S.A. Water is supplied by Aguas Andina S.A.

·Concentrate: Coca-Cola de Chile S.A.

·Sweetener: Iansa Ingredientes S.A., Sucden Chile S.A. and Comercializadora de Productos Panor Ltda.

·Carbon dioxide gas: Linde Gas Chile S.A.

·Plastic bottles and packaging: Envases CMF S.A.

·Glass bottles: Cristalerías de Chile S.A. and Cristalerías Toro S.P.A.

·Plastic caps: Sinea S.A.

·Labels: Impregraph Ltda.

·Thermo-contractible: Plásticos Arpoli S.P.A.

 

During 2015, 84%2020, 81% of the variable cost of sales for soft drinks produced by Andina Chile corresponded to main raw materials.materials and acquired finished products by Andina in Chile. The cost of each raw material within the total of main raw materialscost mix is the following:divided as follows: concentrate represents 66%73%; sugar and artificial sweeteners 21%13%; non-returnable bottles 9%; bottle caps 3%, carbon dioxide 1% and other raw material 2%. Water does not constitute an important cost as raw material.material cost. Additionally, the cost of finished products purchased from third parties (suchour subsidiaries, such as our affiliate ECSA)ECSA, is included within the cost of sales of soft drinks. These costs represent 14%11% of the total costs of sales of soft drinks and correspond mainly to cans, PET bottles and some PET bottles.sweeteners.

 

Other Beverages.: The principal raw materials used by Vital Jugos S.A. in the production of juices and as a percentage of total raw material costs, are sweeteners 10%2.3%, fruit pulp and juices 13%6.7%, concentrate 30%31.7%, containers 21% and18.7%, wrapping material 4%3.0%, caps 3%3.9%, and other raw material 3%2.5% all of which during 20152020 accounted for 84%68.8% of total costs for sales of juice, including packaging. Additionally, AdeS finished product represented 1.6% of total costs for sales of juices.

 

The principal raw materials used by Vital Aguas S.A. in the production of still and sparkling mineral water with and without gas and as a percentage of total raw material costs are: packaging 43%25%, concentrate 22%26%, caps 7%4%, wrapping material 5%4%, carbonation 1%, and other raw materials 2%, all of which during 20152020 accounted for 79%61% of total costs for sales of water, including packaging.

 

Brazil

 

Soft Drinks.Drinks Andina Brazil purchases concentrate in: Main suppliers of raw materials for the cityproduction of Manaus at prices established by The Coca-Cola Company. Manaus has been designated as a duty-free development zone by the Brazilian government. Andina Brazil purchases sugar from Brazilian suppliers, in particular from Usina Alta Mogiana S.A., Acúcar e Alcool, Guarani S.A. and Central EM Acucar e Alcool Ltda (Moreno)  Copersucar Ltda., Alta Mogiana and Usina Moreno. It purchases carbon dioxide gas mainly from Companhia White Martins Gases S.A., Light Esco Ltda. and Linde Gases S.A., packaging from Brasalpla Brasil Industria de Embalagens Ltda. Amcor Pet Packaging do Brasil Ltd., and Owens Illinois S.A. Cans and aluminum caps are purchased from Rexam Beverage Can South and Latapack Ball Embalagens Ltda; metal bottle caps from Aro S.A., Bericap do Brasil Ltda and Closure Systems International (Brazil) Sistemas de Vedacao Ltda.  Andina Brazil purchases water from the municipality of Rio de Janeiro and to Companhia Espírito Santense de Sanenamento.soft drinks:

 

·Concentrate: Recofarma Industrias do Amazonas Ltda.

During 2015, 76%

·Sweetener: Usina Alta Mogiana S.A. Açúcar e Alcool.

·Water: Companhia Estadual de Água e Esgotos.

·Preforms: Lorenpet Industria e Comercio de Plásticos Ltda.

·Containers (RefPET): RioPet Embalagens S.A.

·Aluminum cans and aluminum caps: Ball Embalagens Ltda.

·Plastic caps: Bericap do Brasil Ltda.

·Electricity/Gas: Ecogen Rio Soluções Energéticas S.A.

·Thermo-contractible: Valfilm MG Industria de Embalagens Ltda.

In 2020, 72.1% of the variable cost of sales for soft drinks produced by Andina Brazil corresponded to main raw materials. The cost of each raw material within the total of main raw materials is the following: concentrate (including juice used for some flavors) represents 40%46.7%; sugar and artificial sweeteners 21%20.2%; non-returnable bottles 16%14.4%; cans 15%9.6%; bottle caps 3%3.0%; carbon dioxide 1%1.8% and other raw material 4%4.3%. Additionally, the cost of soft drinks finished products purchased from third parties is included within the cost of sales of soft drinks. These costs represent 0.3% of the total costs of sales of soft drinks and correspond to some formats of cans, PET and non-returnable glass bottles.

 

Argentina

 

Soft Drinks.Drinks EDASA purchases concentrate at prices established by The Coca-Cola Company. EDASA purchases sugar mainly from Atanor S.C.A. and Ingenio y Refinería San Martín de Tabacal S.R.L. and Carbon dioxide gas from Praxair Argentina S.R.L. and Air Liquide S.A. EDASA buys non-returnable and returnable PET bottles and cases from AEASA and glass bottles from Cattorini Hermanos S.A.  EDASA also buys bottles from Amcor Pet Packaging de Argentina S.A. The plastic caps are purchased from Alusud Argentina S.R.L., AEASA, Sinea Plásticos S.A. and Bericap S.A. and the metal caps are purchased from Metalgráfica Cearense S.A. and Aro S.A. in Brazil. Regarding water supply: Main suppliers of raw materials for the production of soft drinks, EDASA owns water wells and pays a fee to the Dirección Provincial de Aguas Sanitarias. EDASA also buys plastic labels from Luis and Miguel Zanniello S.A. and Envases John S.A and plastic packaging from Petropack S.A., Plastiandino S.A. and Rio Chico S.A.

EDASA obtains electric energy from Compañía Administradora del Mercado Mayorista Eléctrico S.A..drinks:

 


·Concentrate: Servicios y Productos para Bebidas Refrescantes S.R.L.

During 2015, 71%

·Sweetener: Complejo Azucarero Concepción.

·Bottles and Preforms: Andina Empaques Argentina S.A. and Vinisa Fueguina S.R.L.

·Carbon dioxide gas, Carbonic gas and Nitrogen: Praxair Argentina S.R.L.

·Resin bottles: Dak Americas Argentina S.A.

·Glass bottles: Cattorini Hermanos S.A.C.I.F.E.I.

·Plastic caps: Andina Empaques Argentina S.A. and Closure Systems International Sistemas de Vedação Ltda.

·Cans: Ball Beverage Can South America.

·Chemical inputs (Caustic Soda, Hydrochloric Acid, etc.): Frini Ariel Ramon.

·Thermo-contractible: Rio Chico S.A.

In 2020, 64.8% of the variable cost of sales for soft drinks produced by Andina Argentina corresponded to main raw materials. The cost of each raw material as a percentage of the total cost of raw materials is as follows: concentrate 59%65.0%, sugar and artificial sweeteners 20%15.4%, non-returnable bottles 14%11.4%, bottle caps 3%3.3%, carbon dioxide 1%0.6%, cans and caps 2.7%, and other raw materials 3%1.7%. Additionally, the cost of finished products purchased from third parties is included within the cost of sales of soft drinks. These costs represent 4%1.1% of the total costs of sales of soft drinks and correspond to can formats and other formats of soft drinks which are not produced by Andina Argentina.Argentina during 2020.

 

PET Packaging.Packaging: The principal raw material required for production of PET bottles is PET resin. During 2014,2020, this raw material was mainly purchased from DAK AméricasAmericas de Argentina S.A. and EcopekS.A.Ecopek S.A. In the case of plastic caps and cases, the main raw material required for their production is HDPE resin (high density polyethylene), which during the year 20152020 was bought mainly from PBB Polisur S.A.

 

In 2014,2020, AEASA’s costs for PET resin accounted for 42%41% of the total variable cost of its sales of PET bottles and preforms.

 

Paraguay

 

Soft Drinks. PARESA acquires concentrates at prices established by The Coca-Cola Company. PARESA acquires sugar from Industria Paraguaya de Alcoholes S.A. Non-returnable pre-forms are mainly supplied by Industrias Pet S.A. Glass bottles are bought from Cattorini Hermanos S.A. and Lux S.A.. Plastic caps for non-returnable bottles are bought from Andina Empaques in Argentina and plastic caps for returnable glass bottles and RefPet are bought from Sinea, and metal caps from Aro S.A. de Brazil. Electric energy is supplied by ANDE-Administración Nacional de Electricidad.  PARESA has its own water wells: Main suppliers of raw materials for the supplyproduction of water.soft drinks:

·Concentrate: Recofarma Industrias do Amazonas Ltda. and Servicios y Productos para Bebidas.

·Sugar: Inpasa del Paraguay S.A., Alcotec Sociedad Anónima, and Azucarera Paraguaya S.A.

·Carbon dioxide gas: Liquid Carbonic del Paraguay S.A.

·Caps: Andina Empaques Argentina S.A.

·Preforms: Industrias PET S.A.E.C.A.

·Fructose: Ingredion Argentina S.R.L. and Arcor S.A.I.C.

 

During 2015, 77%2020, 75% of the variable cost of sales for soft drinksbeverages produced by ParesaPARESA corresponded to our main raw materials. The costcomposition of eachthis raw material within the total of main raw materialscost is as follows: concentrate represents 49%50%, sugar and artificial sweeteners 20%19%, non-returnable bottles 12%, bottle caps 4%3%, carbon dioxide 1% and other raw material 14%materials 7.5%. Water does not constitute an important cost as raw material. Additionally, the cost ofAdeS finished products purchased from third parties is included withinfor the costsale of salesjuices represented 7.5% of soft drinks. These costs represent 1% of the total costs of sales of soft drinks and correspond to cans and some PET bottles.variable costs.

 

Marketing

 

We and The Coca-Cola Company jointly promote and market Coca-Cola soft drinksproducts in our franchise territories, in accordance with the terms of our respective Bottler Agreements.bottler agreements. We advertise in all major communications media. We focus our advertising efforts on increasing brand recognition by consumers and improving our customer relations. National advertising campaigns are designed and proposed by The Coca-Cola Company’s local affiliates, with our input at the local or regional level.

 

During 2015,Generally we paidpay approximately 50% of the advertising and promotional expenses incurred by The Coca-Cola Company in our franchise territories. Nearly all media advertising and promotional materials for Coca-Cola soft drinks are produced and distributed by The Coca-Cola Company. See “Item 4. Information on the Company —Bottler Agreements.” Marketing and promotional programs, including television, radio and print advertising, point-of-sale advertising, sales promotions and entertainment are developed by The Coca-Cola Company for all Vital Jugos’ and Vital Aguas’ products.

 

UnderPursuant to the terms of our agreementexisting distribution agreements with Heineken Heineken undertakes all responsibilityand Monster, these companies are responsible for planning and managing advertising, marketing and promotional activities related to beer.beer and energy drinks, respectively. Andina Brazil, however, is free to undertake marketing or promotional activities with Heineken´sHeineken’s and Monster’s prior approval. The parties have agreed to


assume joint responsibility forjointly the costs of certain promotional activities (radio or television) and for certain outdoor events which take place in the Rio de Janeiro, and Espírito Santo and Ribeirão Preto regions.

In Argentina, in accordance with the existing distribution agreement with CICSA, CICSA is responsible for planning and managing advertising, marketing and promotional activities related to beer, wine and cider. Andina Argentina, however, is free to undertake marketing or promotional activities with CICSA’s prior approval. The parties have agreed that CICSA will assume the costs of promotional activities (radio, television, outdoor advertising and media) in the region.

In September 2016, November 2016, February 2018 and May 2019, Andina (Chile), Andina Brazil, Andina Argentina and Paraguay Refrescos, respectively, began to commercialize the energy drink, called Monster Energy. This brand is part of the collaboration agreement entered into during 2015 by The Coca-Cola Company and Monster Energy, which included the distribution of its products in the territories of the Coca-Cola System, such as Chile, Brazil, Argentina and Paraguay.

Channel Marketing

 

In order to provide more dynamic and specialized marketing of our products, our strategy is to divide our market into distribution channels. Our principalmain channels are “mom and pops” which are small retailers, “on premise” consumption such as restaurants and bars, supermarkets“supermarkets” and third party distributors.“wholesale distributors”. Presence in these channels entails a comprehensive and detailed analysis of the purchasing patterns and preferences of various groups of soft drinkdrinks and other beverages consumers in each type of location or distribution channel. In response to this analysis, we seek to tailor our product, price, packaging and distribution strategies to meet the particular needs of and exploit the potential of each channel.

 

We believe that the implementation of our channel marketing strategy also enables us to respond to competitive initiatives with channel-specific responses as opposed to market-wide responses. This focused response capability isolates the effects of competitive pressure in a specific channel, thereby avoiding costlier market-wide responses. Our channel marketing activities are facilitated by our management information systems. We have invested significantly in creating such systems, including providing hand-held computer and data gathering equipment to support the gathering of product, consumer and delivery information, as well as applications that may be used on smartphones enabled to use these applications. All of which is required to implement our channel marketing strategies effectively for most of our sales routes in Chile, Brazil, Argentina and Paraguay. We will continue investing to increase pre-sale coverage in our territories.

 

Our consolidated total advertising expenditures were Ch$45,729million, Ch$48,110 million and Ch$43,667 million in 2013, 2014 and 2015 respectively.Bottler Agreements

 

Bottler AgreementsGeneral

 

Our status as a The Coca-Cola Company franchisee is based on the Bottler Agreementsbottler agreements that the Company has entered into with The Coca-Cola Company by which it has the license to produce and distribute Coca-Cola brand products within its operating franchise territories in Chile, Brazil, Argentina and Paraguay. The Company’s operations are highly dependent on maintaining and renewing the Bottler Agreementsbottler agreements which provide for the production and distribution of Coca-Cola brand products under certain terms and provisionsprovisions.

 

The Bottler Agreementsbottler agreements are international standard contractscontracts. The Coca-Cola Company enters into with bottlers outside the United States for the sale of concentrates and beverage basis for certain Coca-Cola soft drinks and non-soft drink beverages. These are renewable upon request by the bottler and at the sole discretion of The Coca-Cola Company. We cannot assure you that the Bottler Agreementsbottler agreements will be renewed upon their expiration or that they will be renewed upon the same or better terms.

Concentrates and beverage basis

 

The Bottler Agreementsbottler agreements provide that we will purchase our entire requirement of concentrates and beverage basis for Coca-Cola soft drinks and other Coca-Cola beverages from The Coca-Cola Company and other authorized suppliers. Although under the Bottler Agreementsbottler agreements, The Coca-Cola Company, in its sole discretion, may set the price of concentrates and beverage basis, among other terms, we set the price of products sold to retailers at our discretion, subject only to certain price restraints.restrictions.

 

WeAs of the date of this annual report, we are the sole producer of Coca-Cola soft drinks and other Coca-Cola beverages in our franchise territories. Although this right is not exclusive, The Coca-Cola Company even though empoweredit has the ability to do so, has never authorized any other entity to produce or distribute Coca-Cola soft drinks or other Coca-Cola beverages in such territories, although we cannot assure you that in the future it will not do so. In the case of post-mix soft drinks, the Bottler Agreementsbottler agreements explicitly establish such non-exclusive rights.

 

The Bottler Agreementsbottler agreements include an acknowledgment by us that The Coca-Cola Company is the sole owner of the trademarks that identify the Coca-Cola soft drinks and other Coca-Cola beverages and of any secret formula used in concentrates.


Production and Distribution

 

All distribution must be in authorized containers. The Coca-Cola Company has the right to approve, at its sole discretion, any and all kinds of packages and containers for beverages, including their size, shape and any of their attributes. The Coca-Cola Company has the authority at its sole discretion to redesign or discontinue any package of any of the Coca-Cola products, subject to certain limitations, so long as Coca-Cola soft drinks and other Coca-Cola beverages are not all discontinued at the same time.

We are prohibited from producing or handling any other beverage products, other than those of The Coca-Cola Company or other products or packages that would imitate, infringe or cause confusion with the products, trade dress, containers or trademarks of The Coca-Cola Company, or from acquiring or holding an interest in a party that engages in such activities. The Bottler Agreementsbottler agreements also impose restrictions concerning the use of certain trademarks, authorized containers, packaging and labeling of The Coca-Cola Company and prohibit bottlers from distributing Coca-Cola soft drinks or other Coca-Cola beverages outside their designated territories.

 

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

 

Advertising and marketing

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

Assignments and other provisions

 

Each bottler is prohibited from, directly or indirectly, assigning, transferring or pledging its Bottler Agreement,bottler agreement, or any interest therein, whether voluntarily, involuntarily or by operation of law, without the prior consent of The Coca-Cola Company, and each Bottler Agreementbottler agreement is subject to termination by The Coca-Cola Company in the event of default by us. Moreover, no bottler may undergo a material change of ownership or control in the bottler may occur without the prior consent of The Coca-Cola Company.

Termination

 

The Coca-Cola Company may terminate a Bottler Agreementbottler agreement immediately by written notice to the bottler in the event that, among other events, (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;shareholders (without the prior consent of The Coca-Cola Company); or (iv) the terms of the Bottler Agreement comebottler agreement become contrary to violatethe applicable law.

 

Either party to any Bottler Agreementbottler agreement may, withwithin 60 days’ notice thereof to the other party, terminate the Bottler Agreementbottler agreement in the eventcase of non-compliance bydefault of the other party, with the terms thereof so long as the party in non-compliance hasprovided that such default is not remedied during such non-compliance during this period.

In addition, if a bottler does not wish to pay the required price for concentrate for any Coca-Cola products, it must notify The Coca-Cola Company within 30 days of receipt of The Coca-Cola Company’s new prices. In the case of any Coca-Cola soft drink or other Coca-Cola beverages other than Coca-Cola concentrate, the franchise regarding such product shall be deemed automatically canceled three months after The Coca-Cola Company’s receipt of the bottler’s notice of refusal. In the case of Coca-Cola concentrate, the Bottler Agreementsbottler 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 Agreementsbottler 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,it, 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.


Chile

 

Our licenses for the territories in Chile expire in 2018 and 2019.January 2023.

 

In 2005 VitalVJ S.A. and The Coca-Cola Company entered into a Juice Bottler Agreement by which The Coca-Cola Company authorized VitalVJ S.A. to produce, prepare and bottle in packaging previously approved by The Coca-Cola Company the previously mentioned trademarkstrademarks.

 

Andina and Embonor S.A. have the right to purchase products from Vital JugosVJ S.A. Said agreement is currently in the process of renewal.This contract was renewed on January 1, 2019 and expires on December 31, 2021. Additionally, Andina, Vital JugosVJ S.A. and Embonor S.A. have agreed with The Coca-Cola Company the respective agreements and authorizations to produce, bottle and commercialize these products at their respective plants.

 

Water Production and Packaging Agreement: In 2005, Vital Aguas S.A. and The Coca-Cola Company entered into a Water Manufacturing and Packaging Agreement for the preparation and packaging of beverages regardingin connection with the brands Vital, Chanqueahue, Vital de Chanqueahue, and Dasani brands incorporating at the beginning of 2008 the Benedictino brand Benedictino to the product portfolio manufactured by Vital Aguas S.A. under the agreement. This agreement is currently in the process of renewalcontract was renewed on January 1, 2019 and expires on December 31, 2021.

 

Brazil

 

Our licenses for the territories in Brazil will expire in 2017.October 2022.

 

Argentina

 

Our licenses for the territories in Argentina expire in 2017.September 2022.

 

Paraguay

 

Our licenses for the territories in Paraguay expire in September 2020.March 2022.

 

Regulation

 

General

 

We are subject to thea full range of government regulations generally applicable to companies engaged in business in our franchise territories, including but not limited to labor, social security, public health, consumer protection, environmental, sanitation, employee safety, securities and anti-trust laws. Currently, no material legal or administrative proceedings are pending against us with respect to any regulatory matter in any of our franchise territories except those listed as such in “Item 3. Key Information—Risk Factors” and “Item 8. Financial Information—Contingencies.”Contingencies”.

 

We believe that, to the best of our knowledge that we are in compliance in all material respects with applicable statutory and administrative regulations relating to our business in each of our franchise territories.

 

Chile.: There are no special licenses or permits specifically required to manufacture and distribute soft drinks and juices in the Chilean territory. Food and beverage producers in Chile, however, must obtain authorization from, and are supervised by the Chilean Environmental Protection ServicesHealth Ministry’s respective regional offices (Servicio Sanitario Metropolitano del AmbienteSecretaría Regional Ministerial de Salud), which inspects production facilities and takes liquid samples for analysis on a regular basis. Our main plant in Renca obtained its permit fromto operate on October 6, 2011 which has been granted for an indefinite period. Likewise, the Chilean Environmental Protection Authority was obtained on January 8, 1992 and ispermits we have to operate our other plants in effect indefinitely.Chile, have also been granted for an indefinite period. In addition, production and distribution of mineral water is subject to special regulations such that mineral water may be drawn only from sources designated for such purpose by presidentialsupreme decree. Certification of compliance with such decree is provided by the National Health Service, the Undersecretary’s Office of the Ministry of Health (Servicio de Salud Metropolitano del Ambiente). Our mineral water production facilities have received the required certification.

 

With regard to the storage and distribution of alcoholic beverages, these activities are governed by the rules of Laws No. 18,455 and No. 19,925, which regulate the production, processing, commercialization, sale and consumption of alcoholic beverages.

Brazil.: Labor laws, in addition to mandating employee benefits, include regulations to ensure sanitary and safe working conditions in our production facilities located in Brazil. Food and beverage producers in Brazil must register their products with and receive a ten-year permit from the Ministry of Agriculture and Provisioning and the Ministry of Health, which oversees diet products.

Health. Our permits from said


Ministries are valid and in force for a term of ten years for each product we produce. Although we cannot assure you that they will be renewed, we have not experienced any material difficulties in renewing our permits in the past nor do we expect to experience any difficulties in the future. The Ministries do not regularly inspect facilities, but they do send 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. Licenses or permits are required for the manufacture or distribution of soft drinksbeverages in the Argentine territory, which are evidenced through national records of food establishment and food products. Additionally, our production facilities are subject to registration with federal and provincial authorities and to supervision by municipal health agencies, which certify compliance with applicable laws.

 

Paraguay.: ParesaPARESA is registered with the Ministry of Industry and Trade in Paraguay, which issues and renews the industrial registry. Its latest renewal expires in 2017. Food and beverage producers in Paraguay must register with the Ministry of Health, which performs inspections of plants and monitors products in the market. Industries must also have an environmental license issued by the Ministry of Environment and Sustainable Development, which is the main body responsible for monitoring compliance with environmental laws. In addition to establishing the mandatory employee benefits, include safe working and sanitary conditions at industrial installations within Paraguay. ParesaPARESA maintains all of its licenses, permits and registrations issued by these institutions and ensures compliance with the regulations and ordinances of the municipalities where its plant is located.

 

Environmental Matters

 

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

 

Chile

 

The Chilean government has several regulations governing environmental matters relating to our operations.

 

Law 19,300, addressing general environmental concerns, passed in March 1994, addressesregulates general environmental concerns that may beissues and fundamental aspects applicable to our activities and which, if applicable, wouldthat could require us to hirethe hiring of independent experts to conduct studies or environmental impact studies or declarationsstatements of any future projectsproject or activitiesactivity that couldmay be impactedaffected by the regulationsprovisions of Law 19,300. This Law creates the National Commission on the Environment, which is supported by regional commissions to supervise environmental impact studies and declarations for all new projects, to enforce the regulations of Law 19,300 and to grant discretionary power to regulators. In January 2010, the aforementioned law was amended with the enactment ofby Law 20,417, which created a new environmental institutionagency, the Environment Ministry, the Environmental Assessment Service and the Environment Superintendence. In January 2012, Law N° 20,600 was published which created the MinistryEnvironmental Tribunals (3), which came into operation on December 2012.

Law N° 20,920 passed in June 2016, sets the framework for waste management, the extended liability of Environment, Environmental Assessment Services, the Superintendence of Environmental Protectionproducer and the Environmental Courts,promotion of recycling, which became effective on December 2012. The Environmental Courtsaims to reduce waste generation and encourage reuse, recycling and other types of valorization, in order to protect people’s health and the Metropolitan Region and in Antofagasta began functioning during 2013.environment.

 

Brazil

 

Our Brazilian operations are subject to several environmental laws, none of which currently impose substantial restrictions on us. The Brazilian Constitution establishes the broad guidelines for the new treatment of environmental concerns, dedicating an entire chapter (Chapter VI, Article 225) to the protection of the environment, along with several other articles related to the environmental law and urban law.concerns. Environmental issues are regulated at the federal, state and municipal levels.

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 1981, known as the Brazilian Environmental Policy, introduced an environmental regime under which no environmental damage is exempt from coverage. TheThis legislation is based on the idea that even a polluting waste tolerated under the established standards could cause environmental damage, and therefore subjects the party causing such damage to the 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 1998 or the Environmental Crimes Act.

 


Numerous governmental bodies have jurisdiction over environmental matters. At the federal level, the Ministério do Meio Ambiente (Brazilian Ministry of Environment) and the Conselho Nacional do Meio-Ambiente or CONAMA dictate environmental policy, including, without limitation, initiating environmental improvement projects, establishing a system of fines and administrative penalties and reaching agreements on environmental matters with offending industries. The Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis or IBAMA, enforces environmental regulations set by CONAMA.CONAMA, including by developing several activities for the preservation and conservation of natural heritage and controlling and supervising the use of natural resources. In addition, various federal authorities have jurisdiction over specific industrial sectors, but none of these currently affect us.

 

Finally, various state and local authorities regulate environmental matters in the Brazilian territory including the FundaçãoInstituto Estadual de Engenharia do Meio-AmbienteAmbiente or FEEMA,INEA, the principalmain environmental authority in Rio de Janeiro, the Instituto Estadual de Medio Ambiente e Recursos Hídricos or IEMA,(“IEMA”), the principalmain authority on environmental authorityissues in Espírito Santo, and the principal environmental authority in São Paulo is CETESB - Companhia de Tecnologia de Saneamento Ambiental. FEEMA, - CETESB, the main environmental authority in São Paulo and the Secretaria de Estado de Meio Ambiente e Desenvolvimento Susutentável (SEMAD), the main environmental authority in Minas Gerais. INEA, IEMA, CETESB and CETESBSEMAD periodically inspect industrial sites and test liquid waste for contamination.sites. We believe to the best of our knowledge that we are in compliance in all material respects with the standards established by all the governmental authorities applicable to our operations in Brazil. We cannot assure you, however, that additional regulations will not be enacted in the future, and that such restrictions would not have a material adverse effect on our results or operations. The operation in Brazil as that of Chile counts with all certifications mentioned in terms of Quality, Environment and Occupational Health and Safety and those associated with Food Safety and Best Practices in Food Processing.

 

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 of this nature has ever been institutedinitiated against EDASA, but we cannot assure youensure that an actionit will not be broughtinitiated in the future. Though provincial governments have primary regulatory authority over environmental matters, municipal and federal authorities also have authority competent to enact decrees and laws on environmental issues. Thus, municipalities can set policy on local environmental matters, such as waste management, while the federal government regulates inter-province environmental issues, such as transport of hazardous waste or environmental matters covered by international treaties.

 

In 2002, the National Congress approved federal Law No. 25,612, Comprehensive Management of Industrial Residues and Service Activities (Gestión Integral de Residuos Industriales y de Actividades de Servicios(Comprehensive Management of Industrial Residues and Service Activities)) and Law No. 25,675, General Environmental Law (Ley General del Ambiente (General Environmental Law)) establishing minimum guidelines for the protection of the sustainable environmental management and the protection of biodiversity, applicable throughout Argentina. The law establishes the purposes, principles and instruments of the national environmental policy, the concept of “minimum guidelines,” the judicial purview and the rules governing environmental education and information, citizens’ participation and self-management, among other provisions.

 

Provincial governments within the Argentine territory have enacted laws establishing a framework for the preservation of the environment. Provincial laws that are applicable to industrial facilities at EDASA, among others are Law No. 7,343 of the Province of Córdoba and its supplemental N°. 10208 10,208 since 2014, Law No. 11,459 of the Province of Buenos Aires and Environmental Code N° 54395,439 of the Chubut province. These laws contain principles on environmental policy and management, as well as rules on environmental impact assessment.

They also give certain agencies jurisdiction over environmental issues.

 

Almost all provinces as well as many municipalities have established rules 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 EDASA related to these rules, whose violation normally results in a fine.

 

Paraguay

 

The environmental framework comprises several national and local environmental regulations. The Paraguayan Constitution of 1992 states that everyone has the right to live in a healthy and ecologically balanced environment and has the obligation to preserve it. All damage caused to the environment will carry the obligation to repair and compensate.

 

Considered the “mother of environmental law” in the country, Law 1561/00 chartered the three primary environmental agencies in Paraguay. These are: The Ministry of the Environment and Sustainable Development of Paraguay (SecretaríaMinisterio del Ambiente y Desarrollo Sostenible (SEAM or the“MADES”), National Environmental Department), Council (Consejo Nacional del Ambiente (CONAM or the“CONAM”), and National Environmental Counsel), and System (el Sistema Nacional del Ambiente (SISNAM or National Environmental System)“SISNAM”). The Law establishes the authority and responsibility of these agencies to develop and oversee the national environmental policy.

 

Of

The Ministry of the three, the SEAMEnvironment and Sustainable Development is the main environmental institutionbody responsible for the development and implementation of national environmental laws and it is also the authority responsible for implementing most of the national


environmental regulations and for monitoring their compliance. The SEAM can apply sanctions, including: warnings, temporary or permanent suspension of authorizations or concessions, confiscations and/or fines. These penalties are applicable regardless of other civil or criminal sanctions or of the revocation of the environmental authorizations granted by SEAM. The CONAM is responsible for investigating and establishing the main goals in the environmental policies, which the SEAMMADES must then implement. The SISNAM is integrated by several bodies, including governmental and municipal agencies and private sector stakeholders, all interested in solving environmental issues. The SISNAM provides a discussion forum for the public and private sectors to work together collectively, developing ideas and plans to promote a sustainable development.

 

Environmental Impact: Law 294/93 states the rights and obligations that will be triggered by any damage caused to the environment and provides the obligation to restore the environment to its previous state or, if that is technically impossible, to make a payment or provide compensation.

 

Water Resources Act of Paraguay: Law 3239/07 on water resources establishes the sustainable management of all waters (superficial, ground, atmospheric) and the territories that generate such waters, regardless of their location, physical condition or natural occurrence within the Paraguayan territory, in order to make it socially, economically and environmentally sustainable for the people living in the territory of Paraguay. The supervising agency is the SEAM.Ministry of Environment and Sustainable Development. Superficial and ground waters are property of the State’s public domain. The law establishes the following order of priority for the use of water: i) fulfillment of the needs of aquatic ecosystems; ii) social use within the home environment; iii) use and enjoyment for agricultural activities, including aquaculture; iv) use and utilization for power generation; v) use and enjoyment for other industrial activities and vi) use and enjoyment for other activities. The use of water for productive purposes is subject to the authorization granted by the State through a permit (for the use of small amounts of water) or through concessions (prior public bidding process), in both cases after the payment of applicable fees. Authorizations may be revoked based on the occurrence of situations contemplated under the law. Concessions may be expropriated for public benefit or be terminated in certain situations established by the law. In addition, a National Registry of Water Resources has been created to keep record of all individuals or legal entities that utilize water resources or engage in activities related to them.

C.ORGANIZATIONALSTRUCTURE


C.ORGANIZATIONAL STRUCTURE

 

The following chart presents ina summary formof our direct and indirect ownership interests in our subsidiaries and affiliates:associated companies:

 

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The following tablestable presents information relating to the main activities of our subsidiaries and affiliates,associated companies, as well as our direct and indirect ownership interests in them as of the date of the preparation of this document:

 

Subsidiary

Activity

Country of
Incorporation

Percentage
of direct and
indirect
ownership

Embotelladora Andina Chile S.A.(1)

Manufacture, bottle, distribute, and commercialize non-alcoholic beverages.

Chile

99.99

Vital JugosVJ S.A. (4)(5)

(2)

Manufacture, distribute, and commercialize all kinds of food products, juices, and beverages.

Chile

65.00

Vital Aguas S.A. (4)(5)

(2)

Manufacture, distribute, and commercialize all kinds of waters and beverages in general.

Chile

66.50

Servicios Multivending Ltda.

Commercialize products through equipment and vending machines.

Chile

99.99

Transportes Andina Refrescos Ltda.

Provide administrative services and management of domestic and foreign ground transportation.

Chile

99.99

Transporte Polar S.A.(6)

(3)

Provide administrative services and management of domestic and foreign ground transportation.

Chile

99.99

Envases Central S.A.(4)

(2)

Manufacture and packaging of all kinds of beverages and commercialize all kinds of packaging.

Chile

59.27

Andina Bottling Investments S.A.

Manufacture, bottle and commercialize beverages and food in general. Invest in other companies.

Chile

99.99

Andina Bottling Investments Dos S.A.

Carry out exclusively foreign permanent investments and lease all kinds of real estate.

Chile

99.99

Inversiones Los Andes Ltda.(6)

Invest in all types of real property and chattels

Chile

99.99

Andina Inversiones Societarias S.A.

Invest in all types of companies and commercialize food products in general.

Chile

99.99

Comercializadora Novaverde S.A

Process and commercialize fruits, ice cream, vegetables and food in general, under the Guallarauco trademark.Chile35.00
Rio de Janeiro Refrescos Ltda.(9)

(4)

Manufacture and commercialize beverages in general, powdered juices and other related semi-processed products.

Brazil

99.99

Embotelladora del Atlántico S.A.(2)

(5)

Manufacture, bottle, distribute, and commercialize non-alcoholic beverages.

Argentina99.99
Andina Empaques Argentina S.A. (5)Design, produce, and commercialize plastic products mainly packaging.

Argentina

99.98

Andina EmpaquesAlimentos de SOJA S.A. (2)

(6)

Design, produce,Manufacture, commercialize, import, export, transformation, fraction, package and commercialize plasticdistribute food products mainly packaging.

and beverages in general, and their raw materials and related products and by-products.

Argentina

99.98

14.30

Paraguay Refrescos S.A. (6)

(3)

Manufacture, bottle, distribute, and commercialize non-alcoholic beverages. Design, produce, and commercialize plastic products (mainly packaging).

Paraguay

97.83

Abisa Corp.

Invest in financial instruments.

instruments, for its own account or on behalf of third parties.

British Virgin Islands

99.99

Aconcagua Investing Ltda. (6)

(3)

Invest in financial instruments.

instruments, for its own account or on behalf of third parties.

British Virgin Islands

99.99

Red de Transportes Comerciales Ltda. (8)

(7)

Provide administrative services and management of domestic and foreign ground transportation.

Chile

99.99

Sociedad de Transportes Trans-Heca Limitada(8)

Provide administrative services and management of domestic and foreign ground transportation.

Chile

99.99

Associates

Activity

Country of
Incorporation

Percentage
of direct and
indirect
ownership

Envases CMF S.A.

Manufacture, acquire and commercialize all types of containers and packaging; and provide bottling services.

Chile

50.00

LeaoCoca-Cola del Valle New Ventures S.A.(8)

Manufacture, distribute and commercialize all kinds of juices, waters and beverages in general.Chile35.00
Leão Alimentos e Bebidas Ltda. (7)

(9)

Manufacture, bottle and commercialize beverages and food in general. Invest in other companies.

Brazil

8.82

10.26

Trop Frutas do Brasil Ltda.(10)

Manufacture, commercialize and export natural fruit pulp and coconut water.Brazil7.52
Sorocaba Refrescos S.A.(3)

(11)

Manufacture, bottle and commercialize beverages and food in general. Invest in other companies.

Brazil

40.00

SRSA ParticipacoesParticipações Ltda.(3)

(11)

Manufacture, bottlePurchase and commercialize beveragessale of real estate investments and food in general. Invest in other companies.

property management.

Brazil

40.00

Kaik Participações Ltda.

Invest in other companies with own resources.

Brazil

11.32

UBI 3 Participações LtdaInvest in other companies with own resources. Purchase and sale of real estate investments and property management.Brazil8.5

(1)At the extraordinary shareholders’ meeting held in 2011, the shareholders of Embotelladora Andina Chile S.A. agreed to increase its capital of the latter from Ch$10,000,000 (divided into 10,000 shares) to Ch$4,778,206,076 (divided into 4,778,206 shares). It was agreed

 



that the capital increase was to be subscribed and paid by the shareholder Embotelladora Andina S.A. through the contribution of movable goods and real estate property, which are identified in the minutes of the Shareholders’ Meeting.

(2)Vital Aguas, Vital Jugos, and Envases Central, modified their percentage interests, due to the merger with Embotelladoras Coca-Cola Polar in 2012.

(3)Companies incorporated during 2012, due to the merger with Embotelladoras Coca-Cola Polar S.A.

(4)During the fourth quarter of 2013 Rio de Janeiro Refrescos Ltda. acquired Companhia de Bebidas Ipiranga, which was legally merged into this entity.

(5)At the extraordinary general shareholders’ meeting held on November 1st, 2011, Embotelladora del Atlántico S.A. decided to divide part of its equity to form a new company, Andina Empaques Argentina S.A., for the purpose of developing the design, manufacture and sale of all kinds of plastic products or products derived from the industry for plastics, primarily in the packaging division. Accounting and tax effects began on January 1, 2012.

(6)At the end of the fiscal year 2017, Embotelladora Andina S.A., indirectly through Embotelladora del Atlántico S.A. (EDASA) held an ownership interest of 12.96% (76,507,211 shares) in the stock capital of Alimentos de Soja S.A. On August 23, 2018, the capitalization of contributions made by the shareholders in 2017 was approved. As a result of such capitalization, EDASA maintained its ownership percentage (84,692,875 shares). In August 2018, EDASA acquired 8,849,363 shares from the shareholder Salta Refrescos S.A., according to the volume quotas, and as a result the ownership interest of EDASA increased to 14.30% (93,542,238 shares). Additionally, in August and December 2018, two capital increases were approved for which EDASA's holding increased to 113,431,590 and then 130,449,895 shares, respectively, maintaining its ownership interest of 14.30%.

(7)Companies created to facilitate the restructuring of the distribution process in Chile.

(8)Coca-Cola del Valle New Ventures S.A. was incorporated during 2016.

(9)During the first quarter of 2013, there was a reorganization of the companies that manufacture juice products and mate in Brazil, with the merger of Holdfab2 Participações Ltda. and Sistema de Alimentos de Bebidas Do Brasil Ltda. into a single company that is the legal continuing entity, namely Leão Alimentos e Bebidas Ltda. According to the current business scheme in Brazil for this company, during 2014 a 2.05% ownership interest held by Rio de Janeiro Refrescos Ltda. in Leão Alimentos e Bebidas Ltda. was sold to the rest of the bottlers’ system in Brazil.

(10)As a result of company restructuring in 2016, Trop Frutas do Brasil Ltda, began to depend on the group of bottlers from The Coca-Cola System in Brazil, Rio de Janeiro Refrescos Ltda, holds a 7.52% direct ownership interest in that company.

(11)In 2012, 40% of the Brazilian company Sociedad Brasilera Sorocaba Refrescos S.A. was acquired for a total price of R$146.9 million.


(1)         At the Extraordinary Shareholders’ Meeting held November 22, 2011, the shareholders of Embotelladora Andina Chile S.A. agreed to increase its capital of the latter from Ch$10,000,000 (divided into 10,000 shares) to Ch$4,778,206,076 (divided into 4,778,206 shares). It was agreed that the capital increase was to be subscribed and paid by the shareholder Embotelladora Andina S.A. through the contribution of movable goods and real estate property, which are identified in the minutes of the Shareholders’ Meeting. The Shareholders’ Meeting was reduced to public document on November 28, 2011, granted by the notary public of Santiago, Cosme Gomila.

(2)         At the Extraordinary General Shareholders’ Meeting held November 1st 2011, Embotelladora del Atlántico S.A. decided to divide part of its equity to form a new company, Andina Empaques Argentina S.A., for the purpose of developing the design, manufacture and sale of all kinds of plastic products or products derived from the industry for plastics, primarily in the packaging division. Accounting and tax effects will begin on January 1st 2012.

(3)         In October 2012, 40% of the Brazilian company Sociedad Brasilera Sorocaba Refrescos S.A. was acquired for a total price of 146.9 million Brazilian reais.

(4)         Vital Aguas S.A., Vital Jugos S.A. and Envases Central S.A., modified their percentage interests, due to the merger with Embotelladoras Coca Cola Polar in 2012.

(5)         During 2012 a capital increase was made for M$6,960,000, of which, Embotelladora Andina S.A. paid the M$2,380,320 according to its percentage of interests.

(6)         Companies incorporated during 2012, due to the merger with Embotelladoras Coca Cola Polar S.A

(7)         During the first quarter of 2013, there was a reorganization of the companies that manufacture juice products and mate in Brazil, with the merger of Holdfab2 Participações Ltda. and Sistema de Alimentos de Bebidas Do Brasil Ltda. into a single company that is the legal continuing entity, namely Leao Alimentos e Bebidas Ltda. According to the current business scheme in Brazil for this company, during 2014 a 2.05% ownership interest held by Rio de Janeiro Refrescos Ltda. in Leao Alimentos e Bebidas Ltda. was sold to the rest of the bottlers’ system in Brazil.

(8)         Companies created to facilitate the restructuring of the distribution process in Chile.

(9)         During the fourth quarter of 2013 Rio de Janeiro Refrescos Ltda. acquired Companhia de Bebidas Ipiranga, which was legally merged into this entity.

D.PROPERTY, PLANTS AND EQUIPMENT

D.PROPERTY, PLANTS AND EQUIPMENT

 

We maintainown production plants in each of the principal population centers that comprise the franchise territories. In addition, we maintainown distribution centers and administrative offices in each of the franchise territories. We also use (i) facilities owned by third parties through lease agreements and (ii) facilities owned by third parties through contracts other than lease agreements, such as distribution contracts. The following table sets forth in square meters, our principal properties,real property (in square meters) and other facilities that we use in each of the franchise territories:

 

Main Use

MAIN USE

(Square Meters)


meters

Property

ARGENTINA

Embotelladora del Atlántico S.A.

Azul

Distribution Center / Warehouses600Third Parties
Bahía Blanca *

Blanca*

Offices / Production of Soft Drinks / Distribution Center / Warehouses

102,708

102,708

Own

Bahía Blanca

Commercial Offices

Warehouses (Don Pedro)

576

6,000

Leased

Bariloche

Bahía Blanca

Commercial Office

903Leased
Bahía Blanca*Real Estate (parking lot)73,150Own
Bahía BlancaWarehouses (M&F Palletizer -EDF deposit)1,400Leased
BarilocheOffices / Distribution CentersCenter / Warehouses

1,870

1,870

Leased

Bragado

Bialet Masse*

Commercial Offices

Real Estate**

25

880

Leased

Own

Carlos Paz

Bragado

Commercial Offices

Office

30

38

Leased

Carlos Paz

Commercial Office270Leased
Carmen de Patagones

Commercial OfficesOffice / Warehouses

/ Crossdocking

1,600

1,600

Leased

Chacabuco *

Chacabuco*

Offices / Distribution CentersCenter / Warehouses

25,798

25,798

Own

Chivilcoy

Distribution Center / Warehouses1,350Third Parties
ChivilcoyCommercial Office72Leased
Comodoro Rivadavia

Offices / Distribution CentersCenter / Warehouses

7,500

7,500

Leased

Concepcion del Uruguay

Commercial Offices

Office

118

118

Leased

Concordia

OfficesCommercial Office / Third party Distribution CentersCenter / Warehouses

1,289

1,214

Leased

rdoba *

rdoba*

Offices / Production/Production of Soft Drinkssoft drinks and stillsother still beverages / Distribution Center / Warehouses / Land

Real estate

1,008,390

959,585

Own

Córdoba

(H.Primo)

Commercial Offices

Office / Parking Lot / Deposit

1,173

1,173

Leased

Córdoba (San Isidro)*

Deposit and Offices8,808Own
CórdobaDeposit (Rigar)8,800Leased
CórdobaDeposit (Ricardo Balbín)2,500Leased
Coronel Suarez

Offices / Third party Distribution Center / Warehouses / Deposit

1,000Leased
General Pico*Offices / Distribution CentersCenter / Warehouses

1,000

15,525

Leased

Own

General Pico *

Roca

Distribution Center / Warehouses

2,800Third Parties
GualeguaychuCommercial Office / Warehouses2,392Leased
Junín (Buenos Aires)Cross Docking995Third Parties
Junín (Buenos Aires)Commercial Office108Leased
Mendoza*Offices / Distribution CentersCenter / Warehouses

15,525

36,452

Own

Gualeguaychu

Monte Hermoso*

Real Estate**

300Own
Neuquén*Offices / Distribution CentersCenter / Warehouses

1,471

10,157

Leased

Own

Junin

Olavarría

Commercial Offices

100

Leased

Mendoza *

Offices / Distribution CentersCenter / Warehouses

36,452

3,065

Own

Leased


MAIN USESquare
meters
Property

Monte Hermoso *

Paraná

Land

Commercial Office

300

318

Own

Leased

Neuquén *

Pehuajo

Offices / Distribution CentersCenter / Warehouses

10,157

1,060

Own

Leased

Olavarria

Pergamino*

Offices / Distribution Centers / Warehouses

1,974

Leased

Paraná

Commercial Offices

172

Leased

Pehuajo

Offices / Distribution Centers / Warehouses

1,060

Leased

Pergamino *

Offices / Cross Docking

15,700

15,700

Own

Puerto Madryn

Offices

Commercial Office

115

115

Leased

RioRío Gallegos

Distribution CentersCenter / Warehouses

2,491

2,491

Leased

RioRío Grande

Offices / Distribution CentersCenter / Warehouses

4,518

2,460

Leased

Río IV*

Housing1,914Own
Río IV*Private Passageway5,170Own
Río IV*Cross Docking7,482Own
Río IV *

Cross Docking

Commercial Office

7,482

93

Own

Leased

Río IV

Rivadavia (Mendoza)*

Commercial Offices

Deposit**

93

800

Leased

Own

Rosario

Rosario*

Offices / Distribution Center / Warehouses / Land

Parking Lot / Real Estate

27,814

27,814

Own

San Francisco

Commercial Offices

Office

63

63

Leased

San Juan *

Juan*

Offices / Distribution CentersCenter / Warehouses

48,036

48,036

Own

San Luis *

Luis*

Commercial Offices / Distribution CentersCenter / Warehouses

5,205

5,205

Own

San Martin de los Andes

Nicolas

OfficesCommercial Office

50Leased
San RafaelCommercial Office58Leased
Santa Fe (Casilda)Commercial Office40Leased
Santa FeCommercial Office238Leased
Santa RosaDistribution Center / Warehouses1,200Third Parties
Santo Tomé*Administrative Office / Distribution CentersCenter / Warehouses

70

88,309

Leased

Own

San Nicolas

Trelew*

Commercial Offices

30

Leased

San Rafael

Commercial Offices

57

Leased

Santa Fe

Commercial Offices

238

Leased

Santo Tomé *

Offices / Distribution Centers / Warehouses

88,309

Own

Trelew *

Offices / Production of Soft Drinks / Distribution Center / Warehouses

51,000

51,000

Own

Trelew

Warehouses1,500Leased
Tres Arroyos

Commercial Offices / Cross DockingCrossdocking / Warehouses

1,548

1,548

Leased

Ushuaia

Offices / Distribution CentersCenter / Warehouses

1,360

1,360

Leased

Ushuaia

Commercial Offices

Office

94

94

Leased

Venado Tuerto

OfficesCommercial Office / Distribution CentersCenter / Warehouses

2,449

2,449

Leased

Third Parties

Villa Maria

Commercial Offices

Office

98

125

Leased

Villa Mercedes

Commercial Offices

Office

70

70

Leased

Andina Empaques Argentina S.A.

Buenos Aires *

Aires*

Production of bottles, PET bottlesPreforms, Plastic Caps and preforms

Cases

27,043

27,520

Own

Buenos Aires

Deposit adjoining the production plant

1,041

Leased

BRAZIL

Buenos Aires

Deposit adjoining the production plant

940

Leased

BRAZIL

Rio de Janeiro Refrescos Ltda.

Jacarepaguá

Offices / Production of Soft Drinks / Distribution Center / Warehouses

249,470

249,470

Own

Duque de Caxias *

Caxias*

Land to build a Plant

2,243,953

Own

Nova Iguaçu *

Distribution Centers / Warehouses

82,618

Own

Bangu *

Distribution Centers

44,389

Own

Campos *

Distribution Centers

42,370

Own

Itambi

Distribution Centers

149,000

Leased

Main Use

(Square Meters)

Property

Cabo Frio *

Distribution Centers - Deactivated

1,985

Own

Sao Pedro da Aldeia *

Distribution Centers

10,139

Own

Itaperuna

Cross Docking

2,500

Leased

Caju 1 *

Distribution Centers

4,866

Own

Caju 2 *

Distribution Centers

8,058

Own

Vitória (Cariacica) *

Offices / Production of Soft Drinks / Distribution Center / Warehouses

93,320

2,243,953

Own

Nova Iguaçu*Distribution Center / Warehouses82,618Own


MAIN USESquare
meters
Property
Bangu*Distribution Center44,389Own
Campos*Distribution Center36,083Own
Cabo Frio*Distribution Center**1,985Own
São Pedro da Aldeia*Distribution Center10,139Concession
Itaperuna*Cross Docking2,500Leased
Caju*Distribution Center4,866Own
Caju*Distribution Center8,058Own
Caju*Parking Lot7,400Leased
Vitória (Cariacica)*Distribution Center93,320Own
Cachoeiro do Itapemirim

*

Cross Docking

8,000

8,000

Leased

Linhares

Linhares*

Cross Docking

1,500

1,500

Leased

Serra

Distribution Centers

28,000

Leased

Ribeirão Preto

Offices / Production of Soft Drinks / Distribution Center / Warehouses

238,096

238,096

Own

Ribeirão Preto

Preto*

Real Estate

279,557

279,557

Own

Franca

Franca*

Distribution Centers

Center

32,500

32,500

Own

Mococa

Mococa*

Distribution Centers

Center

40,056

33,669

Leased

Araraquara

Araraquara*

Distribution Centers

Center

12,698

11,658

Leased

Own

Castelo Branco

São Paulo*

Distribution Centers

Apartment

11,110

69

Leased

Own

SaoSão Joao da Boa Vista, Araraquara e Sao Paulo

Vista*

Real Estate

Cross Docking

32,506

20,773

Own

CHILE

São Pedro da Aldeia*

Parking Lot

6,400

Concession

Itaipu*

Commercial Office750Leased
Nova Friburgo*Commercial Office / Cross Docking350Leased
Guarapari*Commercial Office218Leased
Colatina*Commercial Office / Cross Docking3,840Leased
São Mateus*Commercial Office / Cross Docking2,007Leased
Rio das Ostras*Commercial Office527Leased
CHILE
Embotelladora Andina S.A.

Renca *

Renca*

Offices / Production of Soft Drinks / Distribution Center / Warehouses

267,095

380,833

Own

Renca*

Warehouses55,562Own
Renca*Warehouses11,211Own
Renca*Warehouses46,965Own
Carlos Valdovinos *

Valdovinos*

Distribution CentersCenter / Warehouses

101,902

106,820

Own

Puente Alto *

Distribution CentersCenter / Warehouses

68,682

68,682

Own

Maipu Maipú*

Distribution CentersCenter / Warehouses

45,833

45,833

Own

Rancagua *

Demetrop (Metropolitan Region)

Warehouses

n/aLeased
Trailerlogistic (Metropolitan Region)Warehouses  n/aLeased
Monster (Metropolitan Region)Warehouses  n/aLeased
Rancagua*Distribution CentersCenter / Warehouses

25,920

25,920

Own

San Antonio *

Antonio*

Distribution CentersCenter / Warehouses

19,809

19,809

Own


MAIN USESquare
meters
Property

Antofagasta *

Offices / Production of Soft Drinks / Distribution Center / Warehouses

34,729

34,729

Own

CalamaAntofagasta *

Distribution Centers / Warehouses

10,700

Own

Taltal *

Distribution Centers / Warehouses

975

Own

Tocopilla *

Distribution Centers / Warehouses

562

Own

Coquimbo *

Offices / Production of Soft Drinks / Distribution Center / Warehouses

31,383

8,028

Own

Copiapo *

Calama*

Distribution CentersCenter / Warehouses

26,800

10,700

Own

Ovalle *

Tocopilla*

Distribution CentersCenter / Warehouses

6,223

562

Own

Vallenar *

Coquimbo*

Offices / Distribution CentersCenter / Warehouses

5,000

31,383

Own

Illapel

Copiapó*

Distribution CentersCenter / Warehouses

s/d

26,800

Leased

Own

Pta. Arenas *

Ovalle*

Distribution Center / Warehouses

6,223Own
Vallenar*Distribution Center / Warehouses5,000Own
IllapelDistribution Center / Warehousesn/aLeased
Punta Arenas*Offices / Production of Soft Drinks / Distribution Center / Warehouses

109,517

109,517

Own

Coyhaique *

Coyhaique*

Distribution CentersCenter / Warehouses

5,093

5,093

Own

Puerto Natales

Distribution CentersCenter / Warehouses

850

850

Leased

Vital JugosVJ S.A.

Región Metropolitana *

Renca*

Offices / Production of Juices

40,000

40,000

Own

Vital Aguas S.A.

Rengo *

Rengo*

Offices / Production of Waters

12,375

573,620

Own

Envases Central S.A.

Región Metropolitana *

Renca*

Offices / Production of Soft Drinks

50,100

51,907

Own

PARAGUAY

Paraguay Refrescos S.A.

San Lorenzo *

Lorenzo*

Offices / Production of Soft Drinks / Warehouses

275,292

275,292

Own

Coronel Oviedo *

Oviedo*

Offices / Warehouses

32,911

32,911

Own

Encarnación *

n*

Offices / Warehouses

12,744

12,744

Own

Ciudad del Este *

Este*

Offices / Warehouses

14,620

14,620

Own

 


* Encumbrance free propertiesFree of encumbrance properties.

**Inactive: facilities that are not being use currently by the Company.

Leased: facilities owned by third parties, used by the Company through a lease agreement.

Third Parties: facilities owned by third parties, used by the Company through contracts other than lease agreements, such as distribution contracts.

Own: facilities owned by the Company.

Capacity by Line of Business

 

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


 

 

 

Year Ended December 31,

 

 

 

2014

 

2015

 

 

 

Annual
Total
Installed
Capacity(1)

 

Average
Capacity
Utilization
(%)

 

Capacity
Utilization
During
Peak Month
(%)

 

Annual
Total
Installed
Capacity(1)

 

Average
Capacity
Utilization
(%)

 

Capacity
Utilization
During
Peak Month
(%)

 

Soft drinks (millions of UCs):

 

 

 

 

 

 

 

 

 

 

 

 

 

Chile

 

320

 

52

 

68

 

319

 

52

 

65

 

Brazil

 

405

 

72

 

74

 

386

 

67

 

70

 

Argentina

 

341

 

60

 

72

 

347

 

62

 

72

 

Paraguay

 

80

 

82

 

86

 

80

 

82

 

86

 

Other beverages (millions of UCs)

 

 

 

 

 

 

 

 

 

 

 

 

 

Chile

 

62

 

61

 

83

 

62

 

61

 

83

 

Brazil

 

16

 

81

 

86

 

18

 

65

 

85

 

Argentina

 

52

 

31

 

49

 

52

 

40

 

58

 

Paraguay

 

23

 

75

 

88

 

23

 

75

 

88

 

PET packaging (millions of bottles)

 

67

 

56

 

100

 

67

 

74

 

100

 

Preforms (millions of preforms)

 

988

 

88

 

100

 

1,000

 

91

 

100

 

Plastic caps (millions of caps )

 

511

 

85

 

100

 

511

 

90

 

100

 

  Year Ended December 31, 
  2019  2020 
  Annual
Total
Installed
Capacity(1)
  Average
Capacity
Utilization
(%)
  Capacity
Utilization
During
Peak Month
(%)
  Annual
Total
Installed
Capacity(1)
  Average
Capacity
Utilization
(%)
  Capacity
Utilization
During
Peak Month
(%)
 
Soft drinks (millions of UCs):                  
Andina Chile  337   45   63   317   50   64 
Andina Brazil  430   58   62   421   53   63 
Andina Argentina  344   44   55   378   39   58 
Paraguay Refrescos  118   45   59   128   39   57 
Other beverages (millions of UCs)                        
Andina Chile  22   50   72   22   54   61 
Andina Brazil  45   47   42   56   43   54 
Andina Argentina  105   25   36   117   15   24 
Paraguay Refrescos  29   40   54   33   29   36 
ECSA/VJSA/VASA  115   49   54   122   53   59 
PET packaging (millions of bottles) (2)  46   42   60   46   38   66 
Preforms (millions of preforms) (2)  968   67   93   860   64   85 
Plastic caps (millions of caps) (2)  1,000   54   88   1,000   41   97 
Cases(2)  0.7   68   100   0.7   59   100 

 


(1) Total installed annual production capacity assumes production of the mix of products and containers produced in 2015.

(1)Annual Total Installed Capacity assumes production of the mix of products and containers produced in 2019 and 2020. Capacity calculation was standardized for all operations. Thus, calculation considers Overall Equipment Effectiveness budgeted for the years 2019 and 2020.

(2)Andina Empaques Argentina only.

 

In 2015,2020, we continued to modernize and renovate our manufacturing facilities in order to maximize efficiency and productivity. For instance, in Paraguay, in 2020 we finalized the investment of an in-line blowing machine, which made it possible to stop producing bottles in the old blowing plant (intermediate process) and to maximize the productive capacity of the PET OW line, since in the same line is performed blowing and filling. We also made significant improvements to our auxiliary services and complementary processes such as the investment of a new well in Renca, in order to ensure water treatment plants and effluent treatment stations.  At present, we estimatesupply for the next 10 years, increasing extraction capacity by 25%. We believe we have the capacity in each of the franchise territories to meet consumer demand for each product format. Because bottling is a seasonal business with significantly higher demand during the South American summer and spring and because soft drinks are perishable, it is necessary for bottlers to carry significant over-capacity in order to meet the substantially greater seasonal demand. We assure the quality of our products through worldwide class practices and procedures maintaining quality control laboratories and structures in each production facility where raw materials are tested and where we analyze samples of our products.

 

As of December 31, 2015,2020, we had total installed annual production capacity, including soft drinks, fruit juices, and water, of 1,2991,594 million unit cases. Our primary facilities include:

 

·through Coca-Cola Andina, in the Chilean territory, three soft drink and other beverages production facilities with 23 production lines, with total installed annual capacity of 339 million unit cases (21.3% of our total installed annual capacity);

·                           through Coca-Cola Andina, in the Chilean territory, four soft drink production facilities with ten production lines in Renca, four production lines in Antofagasta,  three production lines in Coquimbo and two production lines in Punta Arenas with total installed annual capacity of 320 million unit cases (24.8% of our total installed annual capacity);

·through Vital Jugos in the Chilean territory, one fruit juice production facility, with 15 production lines, with total installed annual capacity of 32 million unit cases (2.0% of our total installed annual capacity);

·through Envases Central in the Chilean territory, one fruit juice production facility, with 2 production lines, with total installed annual capacity of 46 million unit cases (2.9% of our total installed annual capacity);

·through Vital Aguas in the Chilean territory, one mineral water production facility, with 2 production lines, with total installed annual capacity of 44 million unit cases (2.8% of our total installed annual capacity);

·through Rio de Janeiro Refrescos in the Brazilian territory, three soft drink and other beverages production facilities with 19 production lines for soft drinks with total installed annual capacity of 421 million unit cases (26.4% of our total installed annual capacity); and 11 production lines for juices, tea and water which satisfy the franchise’s needs and re-sales to other Bottlers in Brazil, with total installed annual capacity of 56 million unit cases (3.5% of our total installed annual capacity);

·through Embotelladora del Atlántico in the Argentine territory, three soft drink and other beverages production facilities with 17 production lines for soft drinks with a total installed annual capacity of 378 million unit cases (23.7% of our total installed annual capacity); four production lines for juices that covers the needs of our franchise, and one production line for waters and sensitive products with a total installed annual capacity of 117 million unit cases (7.3% of our total installed annual capacity);

 


·through Andina Empaques Argentina S.A. in the Argentine territory, one production facility for bottles, preforms and plastic caps that covers the needs of the Coca-Cola system in that country. It has 13 preform injectors, two bottle blowers, two injectors for plastic caps and one production line for cases, with a total installed annual capacity of 1,097 million units considering PET bottles, preforms, plastic caps and cases;

·                           through Vital Jugos in the Chilean territory, one fruit juice production facility, with sixteen production lines, with total installed annual capacity of 41 million unit cases (3.2% of our total installed annual capacity);

·through PARESA in the Paraguayan territory, one production facility located in San Lorenzo, with seven soft drink and other beverages production lines with a total installed annual capacity of 143 million unit cases (9.0% of our total installed annual capacity); and three tetra pack lines with a total installed annual capacity of 18 million unit cases (1.1% of our total installed annual capacity).

 

·                           through Vital Aguas in the Chilean territory, one mineral water production facility, with four production lines, with total installed annual capacity of 21 million unit cases (1.6% of our total installed annual capacity);

·                           through Rio de Janeiro Refrescos in the Brazilian territory, three soft drink production facilities with twenty-five production lines with total installed annual capacity of 386 million unit cases (30.0% of our total installed annual capacity); and five production lines for juices and tea which satisfy the franchise’s needs and re-sales to other Bottlers in Brazil, with total installed annual capacity of 18 million unit cases (1.4% of our total installed annual capacity);

·                      through Embotelladora del Atlántico in the Argentine territory, three soft drink production facilities with sixteen production lines with a total installed annual capacity of 347 million unit cases (27.0% of our total installed annual capacity); and two facilities for the production of juices with four production lines that covers the needs of our franchise with a total installed annual capacity of 17 million unit cases (1.3% of our total installed annual capacity), and one production line for waters and sensitive products with a total installed annual capacity of 35.3 million unit cases (2.7% of our total installed annual capacity);

·                      through Andina Empaques Argentina S.A. in the Argentine territory one production facility for bottles, preforms and plastic caps that covers the needs of the Coca-Cola system in that country. It has 13 preform injectors, three bottle blowers, 1 injector for plastic caps and one production line for cases, with a total installed annual capacity of 1,579 million units considering PET bottles, preforms, plastic caps and cases.

·                      through Paresa in the Paraguayan territory, one production facility located in San Lorenzo, with eight production lines with a total installed annual capacity of 95 million unit cases (7.4% of our total installed annual capacity); and three tetra pack lines with a total installed annual capacity of 8 million unit cases (0.6% of our total installed annual capacity).

ITEM 4A.UNRESOLVED SECURITIES AND EXCHANGE COMMISSION STAFF COMMENTS

ITEM 4A.UNRESOLVED SECURITIES AND EXCHANGE COMMISSION STAFF COMMENTS

 

Not applicable.

 

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.OPERATING RESULTS 2020

 

A.OPERATING RESULTS

Results of Operations 2015

Overviewoperation

 

Set forth below is a discussion and analysis of our results of operationsoperation for the yearyears ended December 31, 2015 compared to the year ended December 31, 20142020, 2019 and 2013. 2018.

Our consolidated financial results for the years ended December 31, 20152020, 2019 and 20142018 include the results of our subsidiaries located in Chile, Brazil, (including full year operations of Ipiranga), Argentina and Paraguay.  Our consolidated financial results for the year ended December 31, 2013 include the results of Ipiranga beginning October 11, 2013. Our consolidated financial statements reflect the results of the subsidiaries outside of Chile, converted into Chilean pesos (our functional and reporting currency) and are presented in accordance with IFRS.  .

IFRS requires that assets and liabilities toof our subsidiaries outside of Chile be converted from the functional currency of each entity to the reportingpresentation currency (Chilean peso) at end of periodyear-end exchange rates, and that income and expense accounts to beare converted at themonthly average monthly exchange raterates for the month in which income or expense is recognized.they are recognized for those subsidiaries that do not operate in hyperinflationary economies.

 

Factors Affecting ComparabilityIn the case of our Argentine subsidiaries, which have been operating in an environment that during 2018, 2019 and 2020 was classified as hyperinflationary, the conversion criteria from the functional currency of those subsidiaries to our presentation currency is the following:

 

·First adoption of a hyperinflationary economy was in 2018: Losses and gains by correction of current non-monetary items the previous year are recorded in accumulated results as of January 1, 2018.

On October 11, 2013, Andina Brazil consummated its acquisition of Ipiranga and we began consolidating

·The statement of financial position (balance sheet): Non-cash items are expressed in the current currency at the balance sheet date and translated to the presentation currency at the closing exchange rate. Losses and gains are included in net earnings (fiscal year income).

·The income statement: Income statement items are expressed in the current currency unit at the end of the reporting period, using the variation of the general price index from the date on which the expenses and revenues were accrued, and translated to the presentation currency at closing exchange rate.

·Cash flow statement: Cash flow statement items are expressed in the current currency unit at the end of the reporting period and translated to the presentation currency at closing exchange rate.

For more information on the resultseffects of the operationshyper-inflationary environment in Argentina, see note 2.5 of Ipiranga into our consolidated financial statements asincluded herein.

The Impact of October 1, 2013. the Ongoing COVID-19 Pandemic

As a result of the impact that the ongoing COVID-19 pandemic is having across the world, including in the countries where we operate, we have taken measures necessary to protect the health and safety of our consolidated resultsemployees and to ensure the continuity of our operations. Among the measures we have taken are the following:

·the launch of a campaign to educate our employees on actions to be taken to avoid the spread of the virus;

·sending home any employee that has been exposed to the virus;

·implementation of additional cleaning protocols for our facilities;


·modifying certain work practices and activities, without affecting our operational standards; for instance, home office has been implemented for those employees whose work can be performed remotely, and domestic and international traveling has been canceled; and

·providing personal protection and cleaning products (including face masks and sanitizers) to those employees who need to keep working at our plants and distribution centers or in the transportation of our products.

Beginning mid-March 2020, governments around the world, including in the countries where we operate, have adopted extraordinary measures to contain the spread of COVID-19 and reduce infection rates, including, in some cases, the closing of schools, universities, shopping centers, restaurants and bars, prohibiting social gathering events, issuing stay-at-home orders and establishing quarantine requirements, imposing additional sanitary requirements on exports and imports, and limiting international travel and closing borders. Governments in the countries where we operate have also announced economic stimulus programs for families and businesses, including in Argentina a temporary restriction on workforce reductions. These government measures are affecting our Company and our customers. As these measures become more restrictive or are extended in time, our Company’s priority will continue to be to protect the health and safety of our employees and to continue operating to serve our customers and communities in the best way we can. To date, our operations for the year ended December 31, 2015have not been required to close and 2014we are not aware of the virus affecting any significant part of our workforce.

As a result of the COVID-19 pandemic and government measures, we have experienced high volatility in our sales across channels. During the fourth quarter of 2020, in consolidated terms, we continue to experience a decrease (albeit to a lesser extent than in previous quarters) in our sales volumes in the on-premise channel, consisting mainly of restaurants and bars, which are currently able to operate but with capacity restrictions. We have also observed volume growth again in supermarkets, although marginal, with the traditional (mom & pops) and wholesale channels continuing to drive volume growth. Because the pandemic and the actions taken by governments change rapidly, we believe it is too early to make conclusions about changes in long-term consumption patterns, and how changes may affect our operational and financial results in the future.

Due to uncertainty regarding the evolution of the COVID-19 pandemic and government measures, including how long they will persist, we cannot predict the effect these trends will have on our financial performance. We believe that the Company will have no liquidity problems. To date, we also do not anticipate significant provisions or write-offs. Additionally, our investment plan for 2021 returns to pre-crisis investments levels (i.e., around US$160 – US$180 million). We continuously monitor our investment plans and we cannot assure you that we will fully comparable toabide by our consolidated resultscurrent plans, especially in the event of operationsa stronger flare-up of the virus in the countries in which we operate, or for December 31, 2013.some other unforeseen circumstance.


Summary of Results of Operations for the YearYears ended December 31, 20142019 and the Year ended December 31, 20152020

 

The following tables set forth our sales volume, net sales and gross profit for the yearyears ended December 31, 2013, compared to the year ended December 31, 20142018, 2019 and December 31, 2015:2020:

 

 Year ended December 31, 

 

Year ended December 31,

 

 2019  2020 

 

2013

 

2014

 

2015

 

      

 

(millions of unit cases(1))

 

 (millions of unit cases (1)) 

Sales volume:

 

 

 

 

 

 

 

        

Chile

 

 

 

 

 

 

 

        

Soft drinks

 

174.4

 

168.5

 

165.5

 

  158.2   153.8 

Mineral water

 

30.0

 

32.8

 

35.4

 

  44.6   41.1 

Juices

 

30.3

 

30.3

 

32.8

 

Beer

 

0.1

 

0.1

 

0.0

 

Juices and other non-alcoholic  36.1   33.9 
Beer and Spirits  0.6   7.5 

Total

 

234.7

 

231.8

 

233.7

 

  239.6   236.3 

 

 

 

 

 

 

 

        

Brazil

 

 

 

 

 

 

 

        

Soft drinks

 

205.2

 

250.2

 

235.6

 

  206.8   205.5 

Mineral water

 

6.2

 

5.4

 

6.4

 

  11.5   17.9 

Juices

 

22.9

 

34.1

 

30.8

 

Juices and other non-alcoholic  22.3   18.8 

Beer

 

8.4

 

17.2

 

17.8

 

  18.7   23.0 

Total

 

242.6

 

306.9

 

290.6

 

  259.3   265.1 

 

 

 

 

 

 

 

        

Argentina

 

 

 

 

 

 

 

Argentina(2)        

Soft drinks

 

200.4

 

199.1

 

200.3

 

  149.5   145.2 

Mineral water

 

18.0

 

21.7

 

24.4

 

  18.9   12.0 

Juices

 

6.0

 

8.5

 

9.6

 

Juices and other non-alcoholic  9.9   9.5 

Total

 

224.4

 

229.4

 

234.2

 

  178.2   166.7 

 

 

 

 

 

 

 

        

Paraguay

 

 

 

 

 

 

 

        

Soft drinks

 

53.5

 

53.8

 

52.4

 

  56.2   55.1 

Mineral water

 

4.4

 

5.5

 

5.6

 

  7.9   6.5 

Juices

 

3.4

 

3.3

 

3.4

 

Juices and other non-alcoholic  5.2   4.8 

Total

 

61.2

 

62.5

 

61.4

 

  69.3   66.4 

 


(1)

(1)Unit cases refer to 192 ounces of finished beverage product (24 eight-ounce servings) or 5.68 liters.

(2)Volumes by category in Argentina were reclassified in previous years to reflect comparable figures with 2020; however total volumes did not change.

Note: Totals may not sum due to 192 ounces of finished beverage product (24 eight-ounce servings) or 5.69 litersrounding.

 

 

 

Year ended December 31,

 

 

 

2013

 

2014

 

2015

 

 

 

Ch$ millions

 

% of Total

 

Ch$ millions

 

% of Total

 

Ch$ millions

 

% of Total

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

Chile

 

477,918

 

31.4

 

492,072

 

27.4

 

514,733

 

27.4

 

Brazil

 

491,861

 

32.3

 

715,728

 

39.8

 

607,048

 

32.3

 

Argentina

 

441,229

 

29.0

 

461,003

 

25.7

 

627,258

 

33.4

 

Paraguay

 

112,254

 

7.4

 

129,496

 

7.2

 

130,039

 

7.0

 

Inter-country eliminations(1)

 

(1,581

)

(0.1

)

(1,099

)

(0.1

)

(1,684

)

(0.1

)

Total net sales

 

1,521,681

 

100.0

%

1,797,200

 

100.0

%

1,877,394

 

100.0

%

  Year ended December 31, 
  2019  2020 
  Ch$ millions  % of Total  Ch$ millions  % of Total 
Net sales:                
Chile  608,952   34.2   644,762   38.0 
Brazil  619,321   34.8   580,063   34.2 
Argentina  394,636   22.2   318,828   18.8 
Paraguay  158,892   8.9   157,153   9.3 
Inter-country eliminations (1)   (2,776)  (0.2)  (2,524)  (0.1)
Total net sales  1,779,025   100.0   1,698,281   100.0 

 


(1)

(1)Eliminations represent intercompany sales.

Note: Totals may not sum due to rounding.

 

The following tables set forth our results of operations for the yearyears ended December 31, 2014 compared to the year ended December 31, 2015.2019 and 2020.

 

 

 

Year ended December 31,

 

 

 

2014

 

2015

 

2015

 

 

 

Ch$
millions

 

% of net
sales

 

Ch$
millions

 

% of
net sales

 

US$
Millions(1)

 

% of
net sales

 

Net sales

 

1.797.200

 

100.0

 

1,877,394

 

100.0

 

2,868

 

100.0

 

Cost of sales

 

(1.081.243

)

(60.2

)

(1,106,706

)

(58.9

)

(1,691

)

(58.9

)

Gross profit

 

715.957

 

39.8

 

770,688

 

41.1

 

1,177

 

41.1

 

Distribution, administrative and sales expenses

 

(529.184

)

(29.4

)

(555,092

)

(29.6

)

(848

)

(29.6

)

Other (expense) income, net(2)

 

(89.385

)

(5.0

)

(85,856

)

(4.6

)

(131

)

(4.6

)

Income taxes

 

(45.354

)

(2.5

)

(41,643

)

(2.2

)

(64

)

(2.2

)

Net income

 

52.034

 

2.9

 

88,098

 

4.7

 

135

 

4.7

 


(1)         Conversion of U.S. dollar amounts, solely for the convenience of the reader.

(2)         Includes other expenses, other income (expense), financial income, financial costs, share in profit of investees accounted under the equity method, foreign exchange gains (losses) and gains (losses) from indexed financial assets and liabilities.

  Year ended December 31, 
  2019  2020 
  Ch$ millions  % of net sales  Ch$ millions  % of net sales 
Net sales  1,779,025   100.0   1,698,281   100.0 
Cost of sales  (1,048,344)  (58.9)  (1,022,499)  (60.2)
Gross profit  730,681   41.1   675,783   39.8 
Distribution, administrative and sales expenses  (492,900)  (27.7)  (436,171)  (25.7)
Other (expense) income, net (1)   (1,368)  (0.1)  (61,589)  (3.6)
Income taxes  (61,167)  (3.4)  (54,905)  (3.2)
Net income  175,246   9.9   123,117   7.2 

 

 

 

Chile

 

Brazil

 

Argentina

 

Paraguay

 

Eliminations

 

Total (1)

 

 

 

2014

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

2015

 

M Ch$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

492,072

 

514,733

 

715,728

 

607,048

 

461,003

 

627,258

 

129,496

 

130,039

 

(1,099

)

(1,684

)

1,797,200

 

1,877,394

 

Cost of sales

 

(296,894

)

(309,387

)

(440,655

)

(369,212

)

(265,288

)

(351,140

)

(79,505

)

(78,651

)

1,099

 

1,684

 

(1,081,243

)

(1,106,706

)

Gross profit

 

195,178

��

205,345

 

275,073

 

237,836

 

195,715

 

276,118

 

49,990

 

51,389

 

 

 

715,956

 

770,688

 

Distribution, administrative and selling expenses

 

(138,718

)

(142,287

)

(190,272

)

(161,899

)

(165,267

)

(217,644

)

(29,832

)

(29,221

)

 

 

 

 

(524,089

)

(551,051

)

Corporate expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,095

)

(4,040

)

(1)Includes other expenses, other income (expense), financial income, financial costs, share in profit of investees accounted under the equity method, foreign exchange gains (losses) and gains (losses) from indexed financial assets and liabilities.


  Chile  Brazil  Argentina  Paraguay  Eliminations  Total (1) 
Millons Ch$ 2019  2020  2019  2020  2019  2020  2019  2020  2019  2020 ��2019  2020 
Net Sales  608,952   644,762   619,321   580,063   394,636   318,828   158,892   157,153   (2,776)  (2,524)  1,779,025   1,698,281 
Cost of sales  (359,466)  (392,720)  (384,839)  (373,445)  (214,447)  (172,066)  (92,368)  (86,792)  2,776   2,524   (1,048,344)  (1,022,499)
Gross profit  249,486   252,041   234,482   206,618   180,189   146,762   66,524   70,361   -   -   730,681   675,783 
Distribution, administrative and sales expenses  (161,508)  (160,876)  (144,297)  (117,623)  (148,150)  (120,729)  (34,073)  (31,516)  -   -   (488,028)  (430,744)
Corporate expenses  -   -   -   -   -   -   -   -   -   -   (4,872)  (5,427)

(1)Totals may not sum due to rounding.

 

Net Sales

 

Our sales volume was 819.9734.6 million unit cases during the year ended December 31, 2015,2020, a 1.3%1.6% decrease compared to 830.6746.4 million unit cases during in 2014.2019, mainly explained by the volume decrease in the Argentine, Chilean and Paraguayan operations, and partly offset by the volume increase in the Brazilian operation. Volume for soft drinks decreased 2.3%1.9%, volume for waters decreased 6.6% and volume for juices and other non-alcoholic beverages decreased 2.9%,8.7% while beer and watersspirits increased 3.0% and 9.7%, respectively, in each case during the year ended December 31, 2015, compared to 2014.

Our net sales were Ch$1,877,394 million during the year ended December 31, 2015, a Ch$80,194 million, or 4.5% increase compared to Ch$1,797,200 million during 2014, principally as a result of (i) increased volume in Argentina and Chile and (ii) increased sales prices in Chile, Brazil, Argentina and Paraguay. This was partially offset by (i) a decrease in soft drink volume in Brazil and Paraguay, and (ii) currency conversions into Chilean pesos, resulting from a depreciation of the Brazilian real against the Chilean peso.

Soft drinks represented 76% of net sales during the year ended December 31, 2015, compared to 75% during 2014.

Chile

Our sales volume in Chile was 233.7 million unit cases during the year ended December 31, 2015, a 0.8% increase compared to 231.8 million unit cases during 2014.  Volumes for soft drinks and juices in Chile decreased 0.2% and 0.7% respectively while volume for waters in Chile increased by 7.9%57.2%, in each case during the year ended December 31, 2015,2020 compared to 2014.2019. The increase of sales volume of beer is mainly due to (i) the new distribution agreement signed with AB InBev in Chile, beginning November 2020, and (ii) higher volume in Brazil. Excluding beer volume in Chile, resulting from the new agreement with AB InBev, sales volume would have decreased by 2.4% during the year.

Our net sales were Ch$1,698,281 million during the year ended December 31, 2020, a 4.5% decrease compared to Ch$1,779,025 million during 2019. Our net sales decreased mainly as a result of a decrease in sales in Argentina and Paraguay, and a negative effect upon translation of figures from our corporations in Brazil and Argentina. This was partially offset by higher sales in Chile, mainly as a result of higher sales volume, and higher average revenue per unit case sold.

Soft drinks represented 65.4% of net sales during the year ended December 31, 2020, compared to 67.9% during 2019.

Chile

Our sales volume in Chile was 236.3 million unit cases during the year ended December 31, 2020, a 1.3% decrease compared to 239.6 million unit cases during 2019. Volume for soft drinks, waters and juices and other non-alcoholic beverages in Chile decreased 2.8%, 7.9% and 6.1%, respectively, while volume for beer and spirits increased 1,063.6% in each case during the year ended December 31, 2020, compared to 2019. Excluding beer volume in Chile resulting from the new agreement with AB InBev, sales volume would have decreased by 3.7% during the year.

 

Our average market share for soft drinks in Chile during the year ended December 31, 2015,2020, according to A.C. Nielsen Company, was 69.3%65.2% (in terms of volume), compared to 68.5%66.7% for 2014,2019, and 71.3%68.3% (in terms of average sales), compared to 71.0%68.9% for 2014.2019. As a result of restrictions related to COVID-19, the surveying company changed the methodology and sample, therefore 2020 figures may not be fully completely comparable to prior periods.

 

Our net sales in Chile were Ch$514,733644,762 million during the year ended December 31, 2015,2020, a Ch$22,661 million, or 4.6%5.9% increase compared to Ch$492,072608,952 million during 2014,2019, which is explained mainly resulting fromby higher revenues per unit case, and partially offset by the aforementioned increase in volume sold.decrease.

 

Our net sales of soft drinks in Chile were Ch$375,993407,191 million during the year ended December 31, 2015,2020, a Ch$12,870 million, or 3.5% increase0.3% decrease when compared to Ch$363,123408,468 million in 2014, primarily2019, mainly as a result of the lower volume sold, and partially offset by higher revenues per unit case. Our net sales of water, juices and watersother non-alcoholic beverages in Chile were Ch$138,547173,459 million during the year ended December 31, 2015,2020, a Ch$9,599 million, or 7.4% increase5.6% decrease compared to Ch$128,948183,738 million during 2014,2019, primarily as a result of the lower volume sold, and partially offset by higher revenues per unit casecase. Our net sales of beer and higher volumes.spirits in Chile were Ch$64,111 million during the year ended December 31, 2020, a 282.8% increase compared to Ch$16,746 million during 2019, mainly as a result of the new distributing agreement with AB InBev, effective since November 2020.

 

Brazil

 

Our sales volume in Brazil was 290.6265.1 million unit cases during the year ended December 31, 2015,2020, a 5.3% decrease2.3% increase compared to 306.9259.3 million unit cases during 2014.2019. Volume for soft drinks and juices and other non-alcoholic beverages, in Brazil decreased 5.8%


0.6% and 15.7%, andrespectively, while volume for waters increased 19.1%, volume for juices decreased 9.6% and volume for beer increased 3.3%55.6% and 22.5%, respectively, in each case during the year ended December 31, 2015,2020 compared to 2014.2019. The increase of sales volume of water is mainly explained because the state of Rio de Janeiro was affected by the quality of the drinking water, particularly in the first quarter of 2020, translating into a sharp growth of our water sales volume.

Our average market share for soft drinks in Brazil, during the year ended December 31, 2015,2020, according to A.C. Nielsen Company, was 62.3%62.1% (in terms of volume), compared to 61.4%61.6% for 2014,2019, and 68.7%68.3% (in terms of average sales), compared to 68.0% for 2014.2019.

 

Our net sales in Brazil were Ch$607,048580,063 million during the year ended December 31, 2015,2020, a Ch$108,681 million, or 15.2%6.3% decrease compared to Ch$715,728619,321 million during 2014.2019.

 

Our net sales of soft drinks in Brazil were Ch$417,509317,713 million during the year ended December 31, 2015, a Ch$73,423 million, or 15.0%2020, an 11.9% decrease compared to Ch$490,931360,792 million during 2014, primarily as a result of conversion of figures, given the strong devaluation of the Brazilian real against the Chilean peso.2019. In local currency, theynet sales of soft drinks increased 3.6%2.2%, mainly because of higher revenue per unit case and partially offset by the lower volume sold. Our net sales of water and juices and other non-alcoholic beverages in Brazil were Ch$99,184 million during the year ended December 31, 2020, a 19.9% decrease compared to Ch$123,829 million during 2019. In local currency, net sales of water and juices and other non-alcoholic beverages decreased 8.5%, mainly because of a lower average revenue per unit case sold, and partially offset by the increase in volume sold. Our net sales of beer in Brazil were Ch$163,167 million during the year ended December 31, 2020, a 21.1% increase compared to Ch$134,701 million during 2019. In local currency, net sales of beer increased 40.7%, mainly as a result of higher revenuesvolume sold and a higher average revenue per unit case which was partially offset by a decrease in volume. Our net sales of juices, waters and beer in Brazil were Ch$189,539 million during the year ended December 31, 2015, a Ch$35,258 million, or 15.7% decrease compared to Ch$224,797 million during 2014, primarily as a result of conversion of figures, given the strong devaluation of the Brazilian real against the Chilean peso. In local currency, they increased 2.9%, mainly as a result of higher revenues per unit case which was partially offset by a decrease in volume.sold.

 

Argentina

 

Our sales volume in Argentina was 234.2166.7 million unit cases during the year ended December 31, 2015,2020, a 2.1% increase6.5% decrease compared to 229.4178.2 million unit cases during 2014.2019. Volume for soft drinks, waters and juices and other non-alcoholic beverages in Argentina increased 0.6%decreased 2.8%, volume for juices increased by 13.1%36.7% and volume for waters increased 12.1%3.5%, in each caserespectively, during the year ended December 31, 2015,2020 compared to 2014.2019. The decrease of sales volumes is explained by the negative macroeconomic environment faced by the country during 2020.

 

Our average market share for soft drinks in Argentina during the year ended December 31, 2015,2020, according to A.C. Nielsen Company, was 61.6%61.5% (in terms of volume), compared to 61.4%62.9% for 2014,2019, and 67.6%71.2% (in terms of average sales), compared to 66.9%71.6% for 2014.20191. As a result of restrictions related to COVID-19, the surveying company changed the methodology and sample, therefore 2020 figures may not be fully comparable to prior periods.

 

Our net sales in Argentina were Ch$627,258318,828 million during the year ended December 31, 2015,2020, a Ch$166,255 million, or 36.1% increase19.2% decrease compared to Ch$461,003394,636 million during 2014,2019. This was mainly resulting from an increaseexplained by (i) the decrease in sales volume, (ii) lower average revenue per unit case sold, because of price controls, and prices.(iii) the negative effect of the conversion of results to Chilean pesos.

 

Our net sales of soft drinks in Argentina were Ch$523,461260,118 million during the year ended December 31, 2015,2020, a Ch$131,662 million, or 33.6% increase17.1% decrease compared to Ch$391,799313,866 million during 2014 primarily2019. In local currency, net sales of soft drinks decreased 9.9% in real terms, mainly as a result of higher revenuesa lower average price per unit case sold and higher volume which was partially offset by the devaluation of the Argentinean peso against the Chilean peso.decrease in volume. Our net sales of juices and other non-alcoholic beverages, waters and beer and spirits in Argentina were Ch$93,41049,818 million during the year ended December 31, 2014,2020, a Ch$31,876 million, or 51.8% increase29.8% decrease compared to Ch$61,53370,990 million during 2014, primarily as a result2019. In local currency, net sales of higher revenues per unit casejuices and higher volume which was partially offset byother non-alcoholic beverages, water and beer and spirits decreased 25.3% in real terms, mainly due to the devaluation of the Argentinean peso against the Chilean peso.previously mentioned decline in volumes.

 

Paraguay

 

Our sales volume in Paraguay was 61.466.4 million unit cases during the year ended December 31, 2015,2020, a 1.8%4.2% decrease compared to 62.569.3 million unit cases during 2014.2019. Volume for soft drinks, water and juices and other non-alcoholic beverages in Paraguay decreased 2.5%2.0%, while volume for juices increased 3.2%17.6% and volume for waters increased 1.9%7.6%, respectively, in each case during the year ended December 31, 2015,2020, compared to 2014.2019.

 

Our average market share for soft drinks in Paraguay during the year ended December 31, 2015,2020, according to A.C. Nielsen Company, was 66.3%76.5% (in terms of volume), compared to 61.7%73.4% for 2014,2019, and 72.8% (in81.3% in terms of average sales),sales, compared to 66.9%78.3% for 2014.2019 according to the same source. As a result of restrictions related to COVID-19, the surveying company changed the methodology and sample, consequently 2020 figures may not be fully comparable to prior periods.

Our net sales in Paraguay were Ch$130,039157,153 million during the year ended December 31, 2015,2020, a Ch$543 million, or 0.4% increase1.1% decrease compared to Ch$129.496158,892 million during 2014,2019, mainly resulting from increased prices,lower volume sold, and partially offset by the volume decrease.(i) higher revenues per unit case in local currency, and (ii) a positive effect upon translation of figures into Chilean pesos.

 


Our net sales of soft drinks in Paraguay were Ch$105,710126,058 million during the year ended December 31, 2015,2020, a Ch$870 million, or 0.8% decrease1.0% increase compared to Ch$106,579124,856 million during 2014,2019. In local currency, our net sales of soft drinks decreased 1.8%, primarily as a result of result of the devaluation of the Paraguayan guaraní against the Chilean peso. In local currency, they increased 1.0%, mainly as a result of higher revenues per unit case which wasdecrease in volume sold, partially offset by a decrease in volume.higher average revenue per unit case. Our net sales of water and juices and watersother non-alcoholic beverages in Paraguay were Ch$24,33031,095 million during the year ended December 31, 2015, a Ch$1,413 million, or 6.2% increase2020, an 8.6% decrease compared to Ch$22,91634,036 million during 2014,2019. In local currency, net sales of water and juices and other non-alcoholic beverages decreased by 11.3%, primarily as a result of higher revenues per unit case and higher volume, which was partially offset by conversion of the Paraguayan guaraní to Chilean pesos.lower volume.

 

Cost of Sales

 

Our cost of sales werewas Ch$1,106,7061,022,499 million during the year ended December 31, 2015,2020, a Ch$25,463 million, or 2.4% increase,2.5% decrease, compared to Ch$1,081,2431,048,344 million during 2014.2019. The cost of sales per unit case increased 3.7%decreased 0.9% in the same period. This increasedecrease was mainly due to (i) higher cost of concentrate, for which we are charged a percentage of ourthe sales by The Coca Cola Company,volume decrease in Argentina, Brazil and Chile; (ii) an increase in the percentage of distributed products (juices and waters) in our product mix in Brazil, which have a greater cost per unit case; (iii) an increase in labor costs, mainly in Argentina, (iv) the depreciation of the local currencies of Brazil, Chile and Paraguay, relative to(ii) the U.S. dollar, which increases our effectivelower cost of raw materials denominatedPET resin, and (iii) a shift in U.S. dollars; and (iv) increased depreciation of capital goods in Argentina .the soft drinks’ mix towards future consumption packaging which carry a lower unit cost. These effects were partially offset by (i) increased sales in the lowerbeer and spirits category in Chile, which carry a higher cost of sugar in Paraguayper unit case, and (ii) the decrease innegative effect of the costdepreciation of juicesthe Argentine peso, the Brazilian real, the Paraguayan guaraní and waters in Chile.the Chilean peso on our dollarized costs. Our cost of sales represented 58.9%60.2% of net sales for the year ended December 31, 2015,2020, compared to 60.2%58.9% for 2014.2019.

 

Chile

 

Our cost of sales in Chile was Ch$309,387392,720 million during the year ended December 31, 2015,2020, a Ch$12,493 million, or 4.2%9.3% increase compared to Ch$296.894359,466 million during 2014.2019. The cost of sales per unit case increased 3.4%10.7% in the same period. This increase was mainly due to (i) increased sales of the beer and spirits category, which carry a higher concentrate costs given price increases carried out andcost per unit case, (ii) the negative effect of the depreciation of the Chilean peso which has a negative impact on dollar denominated costs.our dollarized costs, and (iii) greater depreciation expenses. This was partially compensated forpartly offset by the decreasea shift in the cost of juices and waters.soft drinks’ mix from immediate to future consumption, which carries a lower average cost. Our cost of sales in Chile represented 60.1%60.9% of net sales in Chile for the year ended December 31, 2015,2020, compared to 60.3%59.0% for 2014.2019.

 

Brazil

 

Our cost of sales in Brazil was Ch$369,212373,445 million during the year ended December 31, 2015,2020, a Ch$71,443 million, or 16.2%3.0% decrease compared to Ch$440,655384,839 million during 2014.2019. The cost of sales per unit case decreased 11.5%5.1% in the same period. In local currency, total cost of sales increased 2.4%12.2%, mainly due to (i) increasedthe negative effect of the depreciation of the Brazilian real on our dollarized costs, of(ii) greater concentrate resulting from price increases carried out, (ii) an increase in our product mix of distributed products (mainly waters and beer), which have a greater cost per unit case;costs due to lower tax benefits, and (iii) the devaluation effectincrease of beer in the Brazilian Real over our costs expressed in US Dollars.sales mix, which carries a higher cost. Our cost of sales in Brazil represented 60.8%64.4% of net sales in Brazil for the year ended December 31, 2015,2020, compared to 61.6%62.1% for 2014.2019.

 

Argentina

 

Our cost of sales in Argentina was Ch$351,140172,066 million during the year ended December 31, 2015,2020, a Ch$85,852 million, or 32.4% increase19.8% decrease compared to Ch$265,288214,447 million during 2014.2019. The cost of sales per unit case increased 29.6%decreased 14.2% in the same period. In local currency total(in real terms, based on currency rates as of December 2020) cost of sales increased 35.7%. The increase in our cost of sales per unit case in local currency was decreased 12.7% mainly due to:to (i) higherlower sales volume, (ii) lower sugar costs, of concentrate explained by price increases; (ii) higher labor costs, mainly causedand (iii) lower PET resin costs. This was partly offset by the increase in real wages, and (iii) highereffect of the depreciation due to recent investments.

of the Argentine peso on our dollarized costs. Our cost of sales in Argentina represented 57.5%54.0% of net sales in Argentina for the year ended December 31, 2015,2020, compared to 57.5%54.3% for 2014.2019.

 

Paraguay

 

Our cost of sales in Paraguay was Ch$78,65186,792 million during the year ended December 31, 2015,2020, a Ch$855 million, or 1.1%6.0% decrease compared to Ch$79,50692,368 million during 2014.2019. Cost of sales per unit case increased 0.7%decreased 1.9% during the same period. This increase is explained by the effect of conversion of figures.  In local currency, it experiencedcost of sales decreased 8.7%. This is mainly explained by (i) lower volume sold, (ii) a marginal increase,reduction in the price of PET resin, and (iii) lower repair and maintenance expenses, among other items, due to the effect of the devaluation of the Paraguay guaraní over our costs expressed in U.S. dollars, partially offset by the lower cost of sugar.savings plan implemented. Our cost of sales in Paraguay represented 60.5%55.2% of net sales in Paraguay for the year ended December 31, 2015,2020, compared to 61.4%58.1% for 2014.2019.

 

Gross Profit

 

Due to the factors described above, our gross profit was Ch$770,688675,783 million during the year ended December 31, 2015,2020, a Ch$54,732 million, or 7.6% increase7.5% decrease compared to Ch$715,956730,681 million during 2014.2019. Our gross profit represented 41.1%39.8% of our net sales during the year ended December 31, 2015,2020, compared to 39.8%41.1% of our net sales in 2014.2019.

 


Distribution, administrative and sales expenses

We had distribution, administrative and sales expenses of Ch$555,092436,171 million during the year ended December 31, 2015, a Ch$25,908 million, or 4.9% increase2020, an 11.5% decrease compared to Ch$529,184492,900 million during 2014.2019. This increasedecrease in distribution, administrative and sales expenses, was mainly due to (i) increasedlower labor costs in Argentina, Chile and Brazil andacross our four segments, (ii) increased distribution costs in Argentina and Brazil. This was partially offset by lower marketing expenses in Brazilacross our four segments, and Chile.(iii) lower distribution costs due to lower sales volume. Our distribution, administrative and sales expenses represented 29.4%25.7% of our net sales during the year ended December 31, 2015,2020, compared to 29.2%27.7% for 2014.2019.

 

Chile

 

In Chile, our distribution, administrative and sales expenses were Ch$142,287160,876 million during the year ended December 31, 2015,2020, a Ch$3,569 million, or 2.6% increase0.4% decrease compared to Ch$138,718161,508 million during 2014. The increase in distribution, administrative and sales expenses in Chile2019. This was mainly due to increased(i) lower labor costs, which were 7% higher when compared to the previous year and (ii) lower advertising expenses. This effect was partially offset by (i) lower marketingother operating income classified under this item, and (ii) higher expenses which were 19% lower compared to the previous year.on uncollectible accounts and higher insurance expenses. Our distribution, administrative and sales expenses in Chile represented 27.6%25.0% of our net sales in Chile during the year ended December 31, 2015,2020, compared to 28.2%26.5% for 2014.2019.

 

Brazil

 

In Brazil, our distribution, administrative and sales expenses were Ch$161,899117,623 million during the year ended December 31, 2015, a Ch$28,372 million, or 14.9%2020, an 18.5% decrease compared to Ch$190,272144,297 million during 2014,2019. In local currency, they decreased 6.8%, mainly due to the effect of currency conversion.  In local currency our distribution, administrative and sales(i) lower advertising expenses, increased 4.1% mainly due to increased(ii) lower labor costs, which were 6% higher when compared to the previous year, and higher(iii) lower distribution freight costs, which were 10% higher when compared to the previous year, which were partially offset by lower marketing expenses. Our distribution, administrative and sales expenses in Brazil represented 26.7%20.3% of our net sales in Brazil during the year ended December 31, 2015,2020, compared to 26.6%23.3% for 2014.2019.

 

Argentina

 

In Argentina, our distribution, administrative and sales expenses were Ch$217,644120,729 million during the year ended December 31, 2015, a Ch$52,377 million, or 31.7% increase2020, an 18.5% decrease compared to Ch$165,267148,150 million during 2014.2019. In local currency (in real terms, based on currency rates as of December 2020), the distribution, administrative and sales expenses increased 31.9%decreased 11.3%, mainly due to (i) lower labor costs and expenses for services provided by third parties, which grew below local inflation, (ii) lower advertising expenses, (iii) higher other operating income classified under this item, and (iv) the effect of local inflation over labor costs and costs for freight and third-party services.lower volumes on distribution expenses. Our distribution, administrative and sales expenses in Argentina represented 34.7%37.9% of our net sales in Argentina during the year ended December 31, 2015,2020, compared to 35.8%37.5% for 2014.2019.

Paraguay

 

In Paraguay, our distribution, administrative and sales expenses were Ch$29,22131,516 million during the year ended December 31, 2015,2020, a Ch$611 million, or 2.0%7.5% decrease, compared to Ch$29,83234,073 million during 2014.2019. The distribution, administrative and sales expenses in local currency in Paraguay deceased 0.3% since increaseddecreased 11.0%, which is mainly due to (i) lower advertising expenses, (ii) lower labor costs, which was 8% higher when compared to the previous year was offset by (i)(iii) greater other operating income classified under this item, and (iv) lower freight distribution which was 10%expenses due to lower compared to the previous year and (ii) lower marketing expenses which were 11% lower when compared to the previous year.volume sold. Our distribution, administrative and sales expenses in Paraguay represented 22.5%20.1% of our net sales in Paraguay during the year ended December 31, 2015,2020, compared to 23.0%21.4% for 2014.2019.

 

Other Income (Expense), Net

 

The following table sets forth our other income (expense), net for the year ended December 31, 20142019 and 2015:2020:

 

 

Year Ended December
31,

 

 Year Ended December 31, 

 

2014

 

2015

 

 2019  2020 

 

(in millions of Ch$)

 

      

 

 

 

 

 

 (in millions of Ch$) 

Other income (expense)

 

(19,014

)

(27,813

)

  14,767   (9,074)

Financial income

 

8,656

 

10,118

 

  45,156   14,946 

Financial costs

 

(65,081

)

(55,669

)

  (46,209)  (54,773)

Share of income (losses) from affiliated companies and joint business that are accounted for using the equity method

 

1,191

 

(2,328

)

  (3,415)  2,229 

Exchange rate differences

 

(2,675

)

(2,856

)

  (4,131)  (3,088)

Loss from differences in indexed financial assets and liabilities

 

(12,462

)

(7,308

)

Gain (loss) from differences in indexed financial assets and liabilities  (7,536)  (11,829)

Other income (expense), net

 

(89,385

)

(85,856

)

  (1,368)  (61,589)


  

We had other expenses, net, of Ch$85,85661,589 million during the year ended December 31, 2015,2020, a Ch$3,529 million, or 3.9% decrease4,401.7% increase compared to Ch$89,3851,368 million during 2014.  This decrease was mainly influenced by decreased financial costs and decreased levels of financial indebtedness in Argentina and Brazil and the effect of conversion of figures given the depreciation of the Brazilian real against the Chilean peso, lower losses by adjustment units resulting from lower inflation levels in Chile during 2015 against 2014, which has a favorable impact on the debt indexed to Chilean inflation (Unidad de Fomento); these effects were partially offset by (i) the2019. The increase in other expenses, generatednet, is mainly from increased contingency provisionexplained by a decrease in financial income of Ch$30,210 million and a decrease in other income (expense) of Ch$23,841 million (both accounts were impacted in 2019 by the recognition of a tax credit in Brazil and (ii)its monetary restatement, which resulted in Ch$40,282 million in other income and by Ch$35,543 million in financial income (net of financial costs), respectively). In addition, there is an increase in financial costs of Ch$8,564 million mainly due to a new bond issuance in January 2020 (senior notes due 2050) and the item income from related companies, from recognizing losses from investment in Brazilian equity investees.costs of derivative instruments utilized for hedging purposes (bonds series B, C, D and E and new Bond due 2050).

 

Income Taxes

 

We had income taxes of Ch$41,64354,905 million during the year ended December 31, 2015,2020, a Ch$3,711 million, or 8.2%10.2% decrease compared to Ch$45,35461,167 million during 2014.2019. This decrease wasis mainly explained by the recognition of income tax resulting from differed tax estimatescredits from previous years recognized by the operation in Brazil in 2019, which involved an increase in income tax by Ch$25,780 million in that year. This decrease in income tax expenses was partially offset by the appreciation of the Chilean peso against the dollar (5.0%) which led to higher taxes derived from income due to the exchange rate variation. This effect was partially offset during 2015 by increased taxable income in the operations in Argentina and Brazil and increased deferred taxes due to exchange rate variations.differences.

 

Net Income

 

Due to the factors described above, we had a net income of Ch$88,098123,117 million during the year ended December 31, 2015,2020, a Ch$36,064 million, or 69.3% increase29.7% decrease compared to Ch$52,034175,246 million during 2014.2019. Our net income represented 4.7%7.2% of our net sales during the year ended December 31, 2015,2020, compared to 2.9%9.9% for 2014.2019.

Summary of Results of Operations for the YearYears ended December 31, 20132018 and the Year ended December 31, 20142019

 

The following tables set forth our sales volume, net sales and gross profit forFor information regarding the year ended December 31, 2012, compared to the year ended December 31, 2013 and December 31, 2014:

 

 

Year ended December 31,

 

 

 

2012

 

2013

 

2014

 

 

 

(millions of unit cases(1))

 

Sales volume:

 

 

 

 

 

 

 

Chile

 

 

 

 

 

 

 

Soft drinks

 

149.9

 

174.4

 

168.5

 

Mineral water

 

16.8

 

30.0

 

32.8

 

Juices

 

18.6

 

30.3

 

30.3

 

Beer

 

 

0.1

 

0.1

 

Total

 

185.4

 

234.7

 

231.8

 

 

 

 

 

 

 

 

 

Brazil

 

 

 

 

 

 

 

Soft drinks

 

197.8

 

205.2

 

250.2

 

Mineral water

 

5.8

 

6.2

 

5.4

 

Juices

 

16.2

 

22.9

 

34.1

 

Beer

 

5.2

 

8.4

 

17.2

 

Total

 

225.0

 

242.6

 

306.9

 

 

 

 

 

 

 

 

 

Argentina

 

 

 

 

 

 

 

Soft drinks

 

153.4

 

200.4

 

199.1

 

Mineral water

 

9.8

 

18.0

 

21.7

 

Juices

 

3.8

 

6.0

 

8.5

 

Total

 

167.0

 

224.4

 

229.4

 

 

 

 

 

 

 

 

 

Paraguay

 

 

 

 

 

 

 

Soft drinks

 

16.5

 

53.5

 

53.8

 

Mineral water

 

1.5

 

4.4

 

5.5

 

Juices

 

0.8

 

3.4

 

3.3

 

Total

 

18.8

 

61.2

 

62.5

 


(1)         Unit cases refer to 192 ounces of finished beverage product (24 eight-ounce servings) or 5.69 liters

 

 

Year ended December 31,

 

 

 

2012

 

2013

 

2014

 

 

 

Ch$
millions

 

% of
Total

 

Ch$
millions

 

% of
Total

 

Ch$
millions

 

% of
Total

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

Chile

 

374,873

 

32.0

 

477,918

 

31.4

 

492,072

 

27.4

 

Brazil

 

451,597

 

38.5

 

491,861

 

32.3

 

715,728

 

39.8

 

Argentina

 

315,336

 

26.9

 

441,229

 

29.0

 

461,003

 

25.7

 

Paraguay

 

32,028

 

2.7

 

112,254

 

7.4

 

129,496

 

7.2

 

Inter-country eliminations(1)

 

(1,541

)

(0.1

)

(1,581

)

(0.1

)

(1,099

)

(0.1

)

Total net sales

 

1,172,293

 

100.0

%

1,521,681

 

100.0

%

1,797,200

 

100.0

%


(1)         Eliminations represent intercompany sales.

The following tables set forth our results of operations for the years ended December 31, 2018 and December 31, 2019, See “Item 5. Operating and Financial Review and Prospects –A. Operating Results 2019 –Summary of Results of Operations for the years ended December 31, 2017, 2018 and 2019” in our Company’s annual report on Form 20-F for the fiscal year ended December 31, 2013 compared to the year ended December 31, 2014.

 

 

Year ended December 31,

 

 

 

2013

 

2014

 

2014

 

 

 

Ch$
millions

 

% of net
sales

 

Ch$
millions

 

% of
net sales

 

US$
Millions(1)

 

% of
net sales

 

Net sales

 

1,521,681

 

100.0

 

1.797.200

 

100.0

 

3,151

 

100.0

 

Cost of sales

 

(914,818

)

(60.1

)

(1.081.243

)

(60.2

)

(1,896

)

(60.2

)

Gross profit

 

606,864

 

39.9

 

715.957

 

39.8

 

1,255

 

39.8

 

Distribution, administrative and sales expenses

 

(435,579

)

(28.6

)

(529.184

)

(29.4

)

(928

)

(29.4

)

Other (expense) income, net(2)

 

(58,051

)

(3.8

)

(89.385

)

(5.0

)

(157

)

(5.0

)

Income taxes

 

(22,966

)

(1.5

)

(45.354

)

(2.5

)

(79

)

(2.5

)

Net income

 

90,267

 

5.9

 

52.034

 

2.9

 

91

 

2.9

 


(1)         Conversion of U.S. dollar amounts, solely for the convenience of the reader.

(2)         Includes other expenses, other income (expense), financial income, financial costs, share in profit of investees accounted under the equity method, foreign exchange gains (losses) and gains (losses) from indexed financial assets and liabilities.

 

 

Chile

 

Brazil

 

Argentina

 

Paraguay

 

Eliminations

 

Total

 

 

 

2013 

 

2014 

 

2013

 

2014 

 

2013

 

2014 

 

2013

 

2014 

 

2013

 

2014 

 

2013

 

2014 

 

M Ch$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

477,918

 

492,072

 

491,861

 

715,728

 

441,229

 

461,003

 

112,254

 

129,496

 

(1,581

)

(1,099

)

1,521,681

 

1,797,200

 

Cost of sales

 

(283,988

)

(296,894

)

(308,359

)

(440,655

)

(250,551

)

(265,288

)

(73,500

)

(79,505

)

1,581

 

1,099

 

(914,818

)

(1,081,243

)

Gross profit

 

193,930

 

195,178

 

183,502

 

275,073

 

190,678

 

195,715

 

38,753

 

49,990

 

 

 

 

 

606,864 

 

715,956

 

Distribution, administrative and selling expenses

 

(127,311

)

(138,718

)

(124,383

)

(190,272

)

(155,211

)

(165,267

)

(23,700

)

(29,832

)

 

 

 

 

(430,605

)

(524,089

)

Corporate expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,975

)

(5,095

)

Overview2019.

 

The Ipiranga acquisition was consummated on October 11, 2013 and their results are included in our consolidated results as of October 1, 2013. For this analysis we define “Organically” as without taking into account the M&A activity associated with the Ipiranga acquisition.

Net Sales

Our sales volume was 830.6 million unit cases during the year ended December 31, 2014, an 8.9% increase compared to 763.0 million unit cases during in 2013.  Volume for soft drinks increased 6.0%, and volume for juices, beer and waters increased 21.8%, 104.3% and 11.9%, respectively, in each case during the year ended December 31, 2014, compared to 2013.  Organically, our sales volume increased 0.7%, which was comprised of a 0.7% decrease in soft drinks volume, and increases in waters, juices and beer volumes of 10.5%, 6.4% and 4.0% respectively. The Ipiranga acquisition contributed 25.7 million unit cases in 2013 and 87.9 million unit cases in 2014.

Our net sales were Ch$1,797,200 million during the year ended December 31, 2014, a Ch$275,519 million, or 18.1% increase compared to Ch$1,521,681 million during 2013.  Organically, our net sales increased 8.8%, principally as a result of (i) increased volume, mainly soft drinks in Argentina and waters in Chile and Argentina and (ii) increased prices in Brazil and Argentina, and partially offset by (i) a decrease in soft drink volume in Chile and Brazil and (ii) currency conversions into Chilean pesos, resulting from an appreciation of the Chilean peso against the Argentine peso.

Soft drinks represented 75% of net sales during the year ended December 31, 2014, compared to 79% during 2013.

Chile

Our sales volume in Chile was 231.8 million unit cases during the year ended December 31, 2014, a 1.3% decrease compared to 234.7 million unit cases during 2013.  Volume for soft drinks in Chile decreased 3.3%, and volume for juices and waters in Chile increased by 0.2% and 11.9%, respectively, in each case during the year ended December 31, 2014, compared to 2013.

Our market share for soft drinks in Chile during the year ended December 31, 20134, according to A.C. Nielsen Company, was 68.5% (in terms of volume), compared to 67.6% for 2013, and 70.9% (in terms of average sales), compared to 70.0% for 2013.

Our net sales in Chile were Ch$492,072 million during the year ended December 31, 2014, a Ch$14,154 million, or 3.0% increase compared to Ch$477,918 million during 2013, mainly resulting from higher revenues per unit case and partially offset by the aforementioned decrease in volume sold.

Our net sales of soft drinks in Chile were Ch$363,123 million during the year ended December 31, 2014, a Ch$5,948 million, or 1.7% increase compared to Ch$357,175 million during 2013.  Our net sales of juices and waters in Chile were Ch$128,948 million during the year ended December 31, 2014, a Ch$8,477 million, or 7.0% increase compared to Ch$120,472 million during 2013.

Brazil

Our sales volume in Brazil was 306.9 million unit cases during the year ended December 31, 2014, a 26.5% increase compared to 242.6 million unit cases during 2013.  Volume for soft drinks in Brazil increased 21.9%, and volume for waters decreased 13.1%, volume for juices increased 49.2% and volume for beer increased 105.6% in each case during the year ended December 31, 2014, compared to 2013.  Excluding the effect of our merger with Ipiranga, sales volumes increased 1.0% principally resulting from the 1.3% increase in soft drinks volume and the 7.3% increase in juices and 4.3% increase in beer, partially offset by the 30.5% decrease in the volume for waters. The low growth in soft drinks volume is principally due to (i) the unfavorable macroeconomic condition in Brazil; and (ii) food inflation above general inflation which reduced consumers’ purchasing power.  The Ipiranga acquisition contributed 25.7 million unit cases in 2013 (when we incorporated only 4Q13 in our results) and 87.9 million unit cases in 2014 (when we incorporated results for the full year 2014).

Our market share for soft drinks in Brazil, excluding Ipiranga,  during the year ended December 31, 2014, according to A.C. Nielsen Company, was 59.1% (in terms of volume), compared to 58.4% for 2013, and 66.6% (in terms of average sales), compared to 66.4% for 2013.

Our net sales in Brazil were Ch$715,728 million during the year ended December 31, 2014, a Ch$223,867 million, or 45.5% increase compared to Ch$491,861 million during 2013. Excluding the effect of the Ipiranga acquisition, which represented Ch$194,810 million, net sales in Brazil increased 17.7%, principally as a result of (i) higher revenues per unit case and (ii) the aforementioned volume increase.  These effects where greatened by the effect of conversion of local currency to Chilean pesos resulting from a 5.6% appreciation of the Brazilian real against the Chilean Peso, based on the average exchange rate for the year ended December 31, 2014 compared with 2013.

Our net sales of soft drinks in Brazil were Ch$490,931 million during the year ended December 31, 2014, a Ch$131,431 million, or 36.6% increase compared to Ch$359,501 million during 2013.  Our net sales of juices, waters and beer in Brazil were Ch$224,797 million during the year ended December 31, 2013, a Ch$92,436 million, or 69.8% increase compared to Ch$132,361 million during 2013.

Argentina

Our sales volume in Argentina was 229.4 million unit cases during the year ended December 31, 2014, a 2.2% increase compared to 224.4 million unit cases during 2013.  Volume for soft drinks in Argentina decreased 0.7%, and volume for juices increased by 41.0% and volume for waters increased 21.0%, in each case during the year ended December 31, 2014, compared to 2013.

Our market share for soft drinks in Argentina during the year ended December 31, 2014, according to A.C. Nielsen Company, was 61.4% (in terms of volume), compared to 60.4% for 2013, and 66.6% (in terms of average sales), compared to 66.0% for 2013.

Our net sales in Argentina were Ch$461,003 million during the year ended December 31, 2014, a Ch$19,774 million, or 4.5% increase compared to Ch$441,229 million during 2013, mainly resulting from (i) increased volume; and (ii) increased prices, partially offset by currency conversion to Chilean Pesos, resulting from the 22.3% depreciation of the Argentine Peso against the Chilean Peso based on the average exchange rate for the year ended December 31, 2014, compared to 2013.

Our net sales of soft drinks in Argentina were Ch$391,799 million during the year ended December 31, 2014, a Ch$2.031 million, or 0.5% increase compared to Ch$389,768 million during 2013.  Our net sales of juices and waters in Argentina were Ch$61,533 million during the year ended December 31, 2013, an Ch$16,187 million, or 35.7% increase compared to Ch$45,346 million during 2013.

Paraguay

Our sales volume in Paraguay was 62.5 million unit cases during the year ended December 31, 2014, a 2.1% increase compared to 61.2 million unit cases during 2013.  Volume for soft drinks in Paraguay increased 0.5%, and volume for juices decreased by 4.4% and volume for waters increased 26.9%, in each case during the year ended December 31, 2014, compared to 2013.

Our market share for soft drinks in Paraguay during the year ended December 31, 20134, according to IPSOS ASI, was 62.1% in terms of volume, compared to 60.6% for 2013, and 70.1% in terms of average sales, compared to 69.0% for 2013.

Our net sales in Paraguay were Ch$129.496 million during the year ended December 31, 2014, a Ch$17,242 million, or 15.4% increase compared to Ch$112,254 million during 2013, mainly resulting from (i) increased volume; and (ii) increased prices, and (iii) local currency conversion to Chilean Pesos, resulting from the 10.6% appreciation of the Paraguayan Guarani against the Chilean Peso based on the average exchange rate for the year ended December 31, 2014, compared to 2013.

Our net sales of soft drinks in Paraguay were Ch$106,579 million during the year ended December 31, 2014, a Ch$12,266 million, or 13.0% increase compared to Ch$94,314 million during 2013.  Our net sales of juices and waters in Paraguay were Ch$22,916 million during the year ended December 31, 2014, a Ch$4,977 million, or 27.7% increase compared to Ch$17,940 million during 2013.

Cost of Sales

Our cost of sales were Ch$1,081,243 million during the year ended December 31, 2014, a Ch$166,426 million, or 18.2% increase, compared to Ch$914,818 million during 2013. The cost of sales per unit case increased 8.6% in the same period.  Excluding the effect of the Ipiranga acquisition, which represented Ch$130,012 million of our cost of sales in 2014 and Ch$35,044 million in 2013, our cost of sales increased 8.1% compared to 2013.  This increase was mainly due to (i) an increase in the percentage of distributed products (juices and waters) in our product mix in Brazil and Chile which have a greater cost per unit case; (ii) an increase in labor costs, mainly in Argentina, Chile and Paraguay, (iii) the depreciation of the local currencies of Argentina, Chile and Brazil relative to the U.S. dollar, which increases our effective cost of raw materials denominated in U.S. dollars; (iv) increased depreciation of capital goods, corresponding to plant and equipment in Brazil and Paraguay and (v) higher cost of concentrate, for which we are charged a percentage of our sales by The Coca Cola Company, in Argentina, Chile and Brazil, due to price increases of our products. These effects were partially offset by the depreciation of the Argentinean peso with respect to the Chilean Peso, which reduces our costs upon conversion to Chilean Pesos and by the lower cost of sugar in Paraguay. Our cost of sales represented 60.2% of net sales for the year ended December 31, 2014, compared to 60.1% for 2013.

Chile

Our cost of sales in Chile was Ch$296.894 million during the year ended December 31, 2014, a Ch$12.906 million, or 4.5% increase compared to Ch$283,988 million during 2013. The cost of sales per unit case increased 5.9% in the same period.  This increase was mainly due to (i) the depreciation of the Chilean peso which has a negative impact over dollarized costs, (ii) an increase in the mix of distributed products (juices and waters), which have a higher cost per unit case, (iii) higher concentrate costs given price increases carried out which explains 57% of the increase of cost of sales per unit case and (iv) higher labor costs in Chile, which explains 8% of the increase of cost of sales per unit cases.  Our cost of sales in Chile represented 60.3% of net sales in Chile for the year ended December 31, 2014, compared to 59.4% for 2013.

Brazil

Our cost of sales in Brazil was Ch$440,655 million during the year ended December 31, 2014, a Ch$132,295 million, or 42.9% increase compared to Ch$308.360 million during 2013. The cost of sales per unit case increased 13.0% in the same period. Excluding the effect of the Ipiranga acquisition, which contributed Ch$130,012 million to our cost of sales during the year ended December 31, 2014, our cost of sales increased 8.1% (an increase of 12.5% per unit case) compared to 2013. In local currency and excluding the effect of the Ipiranga acquisition, cost of sales increased 8.0%, mainly due to (i) an increase in our product mix of distributed products (juices and waters), which have a greater cost per unit case, which explains 76% of the increase of the cost of sales per unit case; (ii) increased costs of concentrate resulting from price increases carried out which explains 17% of the increase of the cost of sales per unit case; and (iii) greater depreciation charges, which explains 11% of the increase of the cost of sales per unit case. These effects were partially offset by the lower cost of PET and labels, resulting from the shift in the product mix towards returnable formats and the conversion of local currency to Chilean Pesos, resulting from the 5.6% appreciation of the Brazilian Real against the Chilean Peso, based on the average exchange rate for the period ended December 31, 2014 compared to 2013.  Our cost of sales in Brazil represented 61.6% of net sales in Brazil for the year ended December 31, 2014, compared to 62.7% for 2013.

Argentina

Our cost of sales in Argentina was Ch$265,288 million during the year ended December 31, 2014, a Ch$14,737 million, or 5.9% increase compared to Ch$250,551 million during 2013. The cost of sales per unit case increased 3.6% in the same period. In local currency total cost of sales increased 35.7%. The increase in our cost of sales per unit case in local currency was mainly due to: (i) higher costs of concentrate explained by price increases and higher volumes sold, which explains 29% of the increase of the cost of sales per unit case; (ii) increase in the product mix of juices and waters, which explains 16% of the increase of the cost of sales per unit case; (iii) higher labor costs, mainly caused by the increase in real wages, which explains 15% of the increase of the cost of sales per unit case; and (iv) higher depreciation due to recent investments, which explains 8% of the increase of the cost of sales per unit case.  Our cost of sales in Argentina represented 57.5% of net sales in Argentina for the year ended December 31, 2014, compared to 56.8% for 2013.

Paraguay

Our cost of sales in Paraguay was Ch$79,506 million during the year ended December 31, 2014, a Ch$6,005 million, or 8.2% increase compared to Ch$73,500 million during 2013.  Cost of sales per unit case increased 5.9% during the same period. This increase is explained by the effect of conversion of figures given the appreciation of the Paraguayan Guarani against the Chilean Peso.  In local currency cost of sales decreased 2%, which is mainly explained by the lower cost of sugar which was 25% lower per unit case when compared to the previous year.  This was partially offset by (i) greater depreciation charges and (ii) increased labor costs.  Our cost of sales in Paraguay represented 61.4% of net sales in Paraguay for the year ended December 31, 2014, compared to 65.5% for 2013.

Gross Profit

Due to the factors described above, our gross profit was Ch$715,956 million during the year ended December 31, 2014, a Ch$109,093 million, or 18.0% increase compared to Ch$606,864 million during 2013.  Our gross profit represented 39.8% of our net sales during the year ended December 31, 2014, while in 2013 it represented 39.9% of our net sales.  Organically, our gross profit during the year ended December 31, 2014 was $651,158 million, representing 40.6% of our net sales, and a Ch$58,587 million, or 9.9% increase compared to 2013.

Distribution, administrative and sales expenses

We had distribution, administrative and sales expenses of Ch$529,184 million during the year ended December 31, 2014, a Ch$93,605 million, or 21.5% increase compared to Ch$435,579 million during 2013.  Excluding the effect of the acquisition of Ipiranga, which represented Ch$50,225 million of our distribution, administrative and sales expenses in 2014, and Ch$14,293 million in 2013, our distribution, administrative and sales expenses increased 12.3% compared to 2013.

 This increase in distribution, administrative and sales expenses, excluding the effect of the M&A activity, was mainly due to (i) increased distribution costs in the four countries where we operate; (ii) increased labor costs in the four countries; (iii) increased marketing expenses in the four countries and (iv) the effect of other operating income which is classified under this item and which was substantially higher in 2013 in Paraguay. Our distribution, administrative and sales expenses represented 29.4% of our net sales during the year ended December 31, 2014, compared to 28.6% for 2013.

Chile

In Chile, our distribution, administrative and sales expenses were Ch$138,718 million during the year ended December 31, 2014, a Ch$11,407 million, or 9.0% increase compared to Ch$127,311 million during 2013. The increase in distribution, administrative and sales expenses in Chile was mainly due to the effect of other operating income which is classified under the item and which were greater in 2013.  Isolating this effect, distribution, administrative and sales expenses increased 7%, which is mainly explained by (i) higher distribution expenses, which were 14% higher when compared to the previous year and (ii) increased labor costs which were 7% higher when compared to the previous year. Our distribution, administrative and sales expenses in Chile represented 28.2% of our net sales in Chile during the year ended December 31, 2014, compared to 26.6% for 2013.

Brazil

In Brazil, our distribution, administrative and sales expenses were Ch$190,272 million during the year ended December 31, 2014, a Ch$65,889 million, or 53.0% increase compared to Ch$124,383 million during 2013. Excluding the effect of the Ipiranga acquisition, which represented Ch$50,225 million of our distribution, administrative and sales expenses in Brazil in 2014, our distribution, administrative and sales expenses in Brazil increased 21.4% compared to 2013. In local currency and excluding the effect of the Ipiranga acquisition, our distribution, administrative and sales expenses increased 13.8%, mainly due to (i) increased marketing expenses, which were 57% higher compared to the previous year; (ii) increased labor costs resulting from an increase in salaries, which were 11% higher when compared to the previous year; (iii) higher distribution costs, which were 10% higher when compared to the previous year.  Our distribution, administrative and sales expenses in Brazil represented 26.6% of our net sales in Brazil during the year ended December 31, 2014, compared to 25.3% for 2013.

Argentina

In Argentina, our distribution, administrative and sales expenses were Ch$165,267 million during the year ended December 31, 2014, a Ch$10.056 million, or 6.5% increase compared to Ch$155,211 million during 2013. In local currency the distribution, administrative and sales expenses increased 36.1%, mainly due to (i) the effect of local inflation on labor costs, freight costs and services provided by third parties, (ii) higher distribution costs, which were 36% higher when compared to the previous year; and (iii) higher marketing expenses, which were 54% higher when compared to the previous year.  Our distribution, administrative and sales expenses in Argentina represented 35.8% of our net sales in Argentina during the year ended December 31, 2014, compared to 35.2% for 2013.

Paraguay

In Paraguay, our distribution, administrative and sales expenses were Ch$29,832 million during the year ended December 31, 2014, a Ch$6,133 million, or 25.9% increase compared to Ch$23,700 million during 2013.  The increase in distribution, administrative and sales expenses in local currency in Paraguay was mainly due to the effect of other operating income which is classified under the item and which was substantially greater in 2013.  Isolating this effect, distribution, administrative and sales expenses increased 8% in local currency, which is mainly explained by (i) increased labor costs, which were 15% higher when compared to the previous year and (ii) increased freight distribution charges due to higher tariffs which were 11% higher compared to the previous year. Our distribution, administrative and sales expenses in Paraguay represented 23.0% of our net sales in Paraguay during the year ended December 31, 2014, compared to 21.1% for 2013.

Other Income (Expense), Net

The following table sets forth our other income (expense), net for the year ended December 31, 2013 and 2014:

 

 

Year Ended December 31,

 

 

 

2013

 

2014

 

 

 

(in millions of Ch$)

 

 

 

 

 

 

 

Other income (expense)

 

(25,335

)

(19,014

)

Financial income

 

4,973

 

8,656

 

Financial costs

 

(28,944

)

(65,081

)

Share of income (losses) from affiliated companies and joint business that are accounted for using the equity method

 

783

 

1,191

 

Exchange rate differences

 

(7,695

)

(2,675

)

Loss from differences in indexed financial assets and liabilities

 

(1,833

)

(12,462

)

Other income (expense), net

 

(58,051

)

(89,385

)

We had other expenses, net, of Ch$89,385 million during the year ended December 31, 2014, a Ch$31,334 million, or 54.0% increase compared to Ch$58,051 million during 2013.  This increase was mainly influenced by increased financial costs and loss generated on UF conversion, which resulted primarily from increased levels of financial indebtedness (basically due the financing of the acquisition of Ipiranga and other debt restructuring). The financing of the acquisition of Ipiranga consisted of an issuance of US$575 million in Yankee Bonds, which began to accrue interest from October 1, 2013. Additionally in April 2014 a UF 3 million local bond was issued, which add to the issuance of UF 5 million in local bonds issued in August of 2013.

Income Taxes

We had income taxes of Ch$45,354 million during the year ended December 31, 2014, a Ch$22,388 million, or 97.5% increase compared to Ch$22,966 million during 2013.  This increase was mainly due to the effects of the tax reform in Chile, which increased the tax income line in Ch$ 23,335 million. On September 29, 2014, Chile enacted the Tax Reform Act.  The Tax Reform Act introduced changes to the corporate tax rate, mandating a gradual increase of the rate from 20% to 25% or 27% in certain cases, the rules regarding minimum capitalization, and the taxation of Chilean investments abroad (the controlled-foreign-corporation rules), among others.  The new rules are set to come into effect gradually, with the implementation process having commenced on October 1, 2014 and set to be completed by January 1, 2018.

On the other hand the effect of tax reductions in 2013 for Ch$14,055 million of deferred taxes with credit to 2013 income in our subsidiary, Rio de Janeiro Refrescos Ltda. This decrease was mainly due to the reversal of Ch$14,055 million of deferred tax liabilities in the subsidiary, Rio de Janeiro Refrescos Ltda. due to a new repatriation structure of earnings from Brazil, from a scheme based on dividends to a combination of interest returns on inter-company loans and dividends, in which the Company will not have to pay certain local taxes on earnings remitted to Chile, is offset by lower income taxes during 2014, resulting from the Company’s greater financial burden beginning 2014 tax year.

Net Income

Due to the factors described above, we had net income of Ch$52,034 million during the year ended December 31, 2014, a Ch$38,233 million, or 42.4% decrease compared to Ch$90,267 million during 2013.  Our net income represented 4.2% of our net sales during the year ended December 31, 2014, compared to 5.9% for 2013.

Basis of Presentation

 

The aforementioned discussion should be read in conjunction with and is qualified in its entirety by reference to the Consolidated Financial Statements,consolidated financial statements, including the notes thereto.

 

These Financial Statementsconsolidated financial statements have been prepared in accordance with IFRS issued by the IASB.

These Financial Statementsfinancial statements reflect the consolidated financial position of Embotelladora Andina S.A. and its subsidiaries as of December 31, 20152020 and 20142019 as well as the operating results, changes in shareholders’ equity and cash flows for the years ended December 31, 2015, 20142020, 2019 and 2013,2018, all of which were approved by the board of directors on April 26, 2016.15, 2021.

 

Our consolidated financial results include the results of our subsidiaries located in Chile, Brazil, Argentina and Paraguay. Our subsidiaries outside Chile prepare their financial statements in accordance with IFRS and to comply with local regulations in accordance with generally accepted accounting principles of the country in which they operate. The Consolidated Financial Statementsconsolidated financial statements reflect the results of the subsidiaries outside of Chile, converted to Chilean pesos (functional and reporting currency of the parent company) and are presented in accordance with IFRS. The International Financial Reporting Standards requiresIFRS require that balances of subsidiaries be converted from their functional currency to the presentation currency (Chilean peso). The conversion for subsidiaries operating in non-hyperinflationary environments (Brazil and Paraguay) is performed by converting the assets and liabilities to be converted from the functional currency of each entity to the reporting currency (Chilean peso)subsidiaries at end of periodyear-end exchange rates, and income and expense accounts tomust be converted at themonthly average monthly exchange rate forrates of the month in which they are recognized. In the case of subsidiaries operating in hyperinflationary environments (Argentina), non-monetary assets and liabilities and income or expense is recognizedstatements are restated by the inflation rate of the hyperinflationary economy, bringing its effects to the income statement. These restated balances are converted from the functional currency to the presentation currency at the closing exchange rate of each year.

 


Critical Accounting Estimates

 

Discussion of critical accounting estimates

 

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of our results of operations and financial position in the preparation of financial statements in conformity with IFRS. We cannot assure you that actual results will not differ from those estimates. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates and assumptions about the effect of matters that are inherently uncertain. For a more detailed discussion of accounting policies significant to our operations, please see Note 2note 2.23 to our Consolidated Financial Statements.

 

Impairment of goodwill and intangible assets of indefinite useful life

 

The GroupCompany tests if goodwill and intangible assets of indefinite useful life have suffered impairment loss on an annual basis or whenever there are indicators of impairment. The recoverable amounts of cash generating units (“CGU”) are determined based on calculations of the value in use. The key variables that management calculates include the volume of sales, prices, marketing expenses and other economic factors. The estimation of these variables requires a material administrative judgment as those variables imply inherent uncertainties. However, the assumptions are consistent with our internal planning. Therefore, management evaluates, and updates estimates according to the conditions affecting the variables. If these assets are deemed to have become impaired, they will be written off at their estimated fair value or future recovery value according to discounted cash flows. Discounted free cash flows in the cash generating unit of the Parent Company in Chile as well as the subsidiaries in Brazil, Argentina and Paraguay generated greater values than their respective assets, including goodwill for the Brazilian, Argentine and Paraguayan subsidiaries.

 

The management of the Company understands that these discounted cash flows of the Company and subsidiaries are sensitive to many factors. The following further discusses the sensitivity of the most significant estimates in the value in use calculation: Discount Rate, Residual Cash Flows Growth Rate and EBITDA Margin

Discount Rate: The Comany used a weighted average cost of capital (WACC) in which each category of capital was proportionately weighted to obtain the discount rate. For each CGU we used a different discount rate, reflecting the specific risks related to its country’s and operation’s risk. To provide a more broader understanding of the effect of this variable on the valuation, changes in the discount rate of +/- 100 bps were applied. The result of this sensitivity analysis was that the value in use were greater than their respective recorded assets of each of the CGUs.

Residual Cash Flows Growth Rate: In the model it was assigned an specific growth rate to future residual cash flows (beyond 5 years projections) for each CGU. To have a better understanding of the effect of this perpetual growth rate on the valuations, changes in the growth rate on +/- 75 bps were applied for each of the CGU. As a result of this sensitivity analysis, the value in use were greater than their respective recorded assets of each of the CGUs.

EBITDA Margin: Given that cash flows from each CGU may vary from the original projections for different reasons, such as variations on volume of sales, on prices, on expenses and also on other economic factors, management decided to apply a sensitivity analysis based on the variation of EBITDA margin of each CGU. The variation range of margins was of +/-100 bps from the original EBITDA margin of each year projected (2021-2025) and perpetuity. The result of the sensitivity analysis was that the generated value in use were greater than their respective assets on each CGU.

Fair value of assets and liabilities

 

IFRS requires, in certain cases, that assets and liabilities be recorded at their fair value. Fair value is the amount at which an asset can be purchased or sold or the amount at which a liability can be incurred or liquidated in an actual transaction among parties duly informed under conditions of mutual independence, different from a forced liquidation.

 

The basis for measuring assets and liabilities at fair value are the current prices in the active market. Lacking such an active market, we estimate said values based on the best information available, including the use of models or other valuation techniques.

 

We estimated the fair value of the intangible assets acquired as a result of mergers and acquisitions based on the multiple period excess earning method, which implies the estimation of future cash flows generated by intangible assets, adjusted by cash flows that do not come from intangible assets, but from other assets.

For this, we estimated the time during which the intangible asset will generate cash flows, the cash flows themselves, cash flows from other assets and a discount rate.

 

Other assets acquired and implicit liabilities in the business combination are carried at fair value using valuation methods that are considered appropriate under the circumstances including the cost of depreciated recovery and recent transaction values for


comparable assets, among others. These methodologies require certain inputs to be estimated, including the estimation of future cash flows.

 

ProvisionAllowances for doubtful accountsexpected credit losses

 

We evaluate the possibility of collecting trade accounts receivablereceivables using several factors. WhenWe apply a simplified approach in calculating expected credit losses. Accordingly, we become aware ofdo not track changes in credit risk, but instead recognize a specific inability ofloss allowance based on lifetime expected credit losses at each reporting date. We have established a customer to fulfill its financial commitments, aprovision matrix that is based on our historical credit loss experience, adjusted for forward-looking factors specific provision for doubtful accounts is estimated and recorded, which reduces the recognized receivable to the amount that we estimate will ultimately be collected. In addition to specifically identifying potential uncollectible customer accounts, debits for doubtful accounts are accounted for based ondebtors and the recent history of prior losses and a general assessment of trade accounts receivable, both outstanding and past due, among other factors.economic environment.

 

Useful life, residual value and impairment of property, plant, and equipment

 

Property, plant, and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of those assets. Changes in circumstances, such as technological advances, changes to our business model, or changes in our capital strategy might modify the effective useful lives compared to our estimates. Whenever we determine that the useful life of property, plant and equipment might be shortened, it depreciates the excess between the net book value and the estimated recoverable amount according to the revised remaining useful life. Factors such as changes in the planned use of manufacturing equipment, dispensers, and transportation equipment or computer software could make the useful lives of assets shorter. We review the impairment of long-lived assets each time events or changes in circumstances indicate that the book value of any of those assets might not be recovered. The estimate of future cash flows is based, among other things, on certain assumptions about the expected operating profits in the future. Our estimates of non-discounteddiscounted cash flows may differ from real cash flows because of, among other reasons, technological changes, economic conditions, changes in the business model, or changes in the operating profit. If the sum of non-discounteddiscounted cash flows that have been projected (excluding interest) is less than the carrying value of the asset, the asset will be written down to its estimated recoverable value.

 

Liabilities for bottle and case collateral

We have a liability for deposits received for bottles and cases provided to our customers and distributors. The liability represents the deposit value that we may be required to remit upon receipt from the customer or distributor of the bottles and cases, in good condition, along with the original invoice. The liability is not subject to price level restatements as per current agreements with customers and distributors. We estimate the liability for deposits based on a periodic inventory of bottles loaned to customers and distributors, estimates of bottles in circulation and a weighted average historical deposit value per bottle or case. 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.

Impact of Foreign Currency Fluctuations

 

In accordance withPursuant to the methodology of conversion of IFRS, conversion methods,the assets and liabilities from Argentina,of the subsidiaries of Brazil and Paraguay and Brazil are converted from their functional currency (Argentine peso,(Brazilian real and Paraguayan guaraní and Brazilian real, respectively) to the reportingpresentation currency of the parentParent company (Chilean peso), at the end of periodclosing exchange rate, and income accounts at the exchange rate as of the date of theeach transaction or monthlyat the average exchange rate of each month in which these are performed. In the month when it took place.case of subsidiaries operating in hyperinflationary environments (Argentina, beginning in 2018), non-monetary assets and liabilities and income statements items are restated by the inflation rate of the hyperinflationary economy, bringing its effects to the income statement. These restated balances are converted from the functional currency to the presentation currency at the closing exchange rate of each year. The effects of conversionthese conversions are presented as other comprehensive income and do not affectaffecting the results forof the fiscal years ended as of December 31, 2015, 20142018, 2019 and 2013.2020. The conversion effects due to the currency conversion undertaken foreffect resulting from bringing assets and liabilities in accordance with(including the method previously explainedeffects of intercompany accounts designated as an integral part of the investment) from the functional currency to the presentation currency, according to the methodology described above, resulted in a decrease of other comprehensive income of Ch$106,153178,420 million during 2014 (net increasein 2020 (a net decrease of Ch$28,15032,402 million during 2014in 2019 and a net decrease of Ch$17,297 million during 2013). We also present under other comprehensive income the net effect as result of the restatement of Chilean pesos to U.S. dollars and other currencies to U.S. dollars resulting from the update of intercompany accounts that have designated as part of the Company’s investment, this effect resulted in a decrease of Ch$8,009 million during 2015 (increase of Ch$9269,597 million in 2014 and a decrease of Ch$675 million during 2013)2018).

In order to protect us from the effects on income resulting from the volatility of the Brazilian real and the Chilean peso against the U.S. dollar, we maintain derivative contracts (cross currency swaps) derivative to cover almost 100% of U.S. dollar-denominated financial liabilities.

 

By designating suchAdditionally, according to our currency hedge policy, we enter into forward contracts as hedging derivatives,on a monthly basis to protect against the effectsrisk of variation of the U.S. dollar against our local currencies, which has an impact on income for variations insome of our principal raw materials. Our balance sheets reflect these dollar forward contracts against the Argentine peso, the Brazilian real, the Chilean peso and the Brazilian real against the U.S. dollar, are mitigated annulling its exposure to exchange rate.Paraguayan guaraní.

 

In Chile, we use hedge agreements, to protect against foreign currency risk, which has an impact on our dollar denominated raw materials needs. The mark to market of these contracts wasare recorded in 2014 and 2013 according to the hedge accounting methodology outlined in IFRS standards, i.e., the valuation at fair value is carried to equity accounts, and when the effect on results of the hedged item occurs, the effects of derivatives contracts, are recycled from equity to operating results. For further information about the instruments we use to protect against foreign currency risk, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Risk.”Risk”.

 


Impact of Governmental Policies

B.LIQUIDITY AND CAPITAL RESOURCES

 

Our business is dependent upon the economic conditions prevailing in our countries of operation. Various governmental economic, fiscal, monetary and political policies, such as those related to inflation or foreign exchange, may affect these economic conditions, and in turn may impact our business. These government policies may also affect investments by our shareholders.

For a discussion of political factors and governmental, economic, fiscal and monetary policies that could materially affect investments by U.S. shareholders as well as our operations, please refer to “Item 3. Key Information—Risk Factors” and “Item 10. Additional Information”

B.LIQUIDITY AND CAPITAL RESOURCES

Capital Resources, Treasury and Funding Policies

 

The products we sell are usually paid for in cash and short termor short-term credit, and therefore our main source of financing comes from the cash flow of our operations. This cash flow has been generally sufficient to cover the investments necessary for the normal course of our business, as well as the distribution of dividends approved at our General Shareholders’ Meeting.  Nevertheless, in 2013 it was necessary to issue international bonds to finance the acquisition of the 100% stake of Ipiranga in Brazil for R$1,155 million (equivalent to Ch$261,245 million). Our net cash position diminished after the merger with Polar and the Ipiranga acquisition in part because Polar and Ipiranga previously had more debt when compared to Andina’s balance sheet.general shareholders’ meeting. Should additional funding be required for potential future investments in geographic expansion or other needs, theour main sources of financing are expected to consider are:be: (i) debt offerings in the Chilean and foreigninternational capital markets (ii) borrowings from commercial banks, both internationally and in the local markets where we have operations; and; (iii) public equity offerings.

 

Certain restrictions could exist to transfer funds amongfrom our operating subsidiaries. In 2013, 2014 and 2015, all cash flow generated by the subsidiary in Argentina was reinvested in the operation, and we did not receive dividends fromsubsidiaries to our subsidiary in Argentina.  During 2013, 2014 and 2015,parent company, however during 2020, we received dividends from our subsidiaries in Argentina, Brazil and Paraguay. No assurance can be madeOn September 1, 2019, the Argentine government reinstated certain exchange restrictions. We cannot assure you that we will not face restrictions in the future regarding the distribution of dividends from our foreign subsidiaries.

 

Our management believes that we have access to financial resources to maintain our current operations and provide for our current capital expenditure and working capital requirements, scheduled debt payments, interest and income tax payments and dividendsdividend payments to shareholders.

The amount and frequency of future dividends to our shareholders will be determined at the General Shareholders’ Meetinggeneral shareholders’ meeting upon the proposal of our board of directors in light of our earnings and financial condition at such time, and we cannot assure you that dividends will be declared in the future. However, it should be noted that Chilean Corporate Law requires us to distribute at least 30% of any profits generated each year.

Our board of directors has been empowered by our shareholders to define our financing and investment policies. Our bylaws do not define a strict financing structure, nor do they limit the types of investments we may make. Traditionally, we have preferred to use our own resources to finance our investments.

 

Our general financing policy iscontemplates that each subsidiary should financefinances its own operations. From this perspective, each subsidiary’s management must focusfocuses on cash generation and should establish clear targets for operating income, capital expenditures and levels of working capital. These targets are reviewed on a monthly basis to ensure that their objectives are met. Should additional financing needs arise, either as a result of a cash deficit or to take advantage of market opportunities, our general policy is to prefer local financing to allow for natural hedging. If local financing conditions wereare not acceptable, because of costs or other constraints, Andina will provide financing, or our subsidiary could finance itself in a currency different than the local one.one, and will use derivative instruments to hedge against the operation’s functional currency.

 

Our cash surplusmanagement policy iscontemplates that Andina invests any cash surplussurpluses be invested in a portfolio of investment gradelow risk securities that are mainly short-term and easily liquidated assets until such time as our board of directors makes a final decision as to the disposition of the surplus.that this surplus should be needed.

 

Derivative instruments are utilized only for business purposes, and nevernot for speculative purposes. ForwardPursuant to our currency hedge policy, forward currency contracts are used in some operations to cover the risk of local currency devaluation relative to the U.S. dollar in an amount not greater than the budgeted purchases of U.S. dollar-denominated raw materials. Depending on market conditions, instead of forward currency contracts, from time to time we prefer to utilize our cash surplus to purchase raw materials in advance to obtain better prices and a fixed exchange rate.

 

Cash Flows from Operating Activities 2015 vs2020 vs. Cash Flows from Operating Activities 20142019 and 2018

 

Cash flows from operating activities during 20152020 amounted to Ch$264,909278,769 million compared to Ch$215,514255,148 million in 2014.2019. The increase in cash flow generation was mainly due to higher client collections, resulting from a better performance mainly fromlower payments to suppliers, lower tax payments and other cash outflows, partially offset by lower collections.

See “Item 5.Operating and Financial Review and Prospects –B. Liquidity and Capital Resources –Capital Resources, Treasury and Funding Policies”, in our Company’s annual report on Form 20-F for the Argentine operation.fiscal year ended December 31, 2019.

 

Cash Flows from Operating Activities 2014 vs Cash Flows from Operating Activities 2013

Cash flows from operating activities during 2014 amounted to Ch$215,514 million compared to Ch$172,085 million in 2013.  The increase in cash flow generation was mainly due to higher client collections, resulting from the integration of Ipiranga for the whole year, partially offset by higher interest payments due to greater indebtedness entered into by the Company. Cash flows from operating activities without considering the merger with Ipiranga amounted to Ch$183,805 million.

Cash Flows from Investing Activities 2015 vs2020 vs. Cash Flows from Investing Activities 20142019 and 2018

 

Cash flows for investinginvestment activities (includes purchase and sale of property, plant and equipment, investmentequipment; investments in associated companiescompanies; and financial investments) amounted to Ch$103,131223,879 million in 20152020 compared to Ch$166,776110,048 million during 2014. During 2014 we made lower net investments2019. The increase in short and long term financial instruments.

The main item ofcash flow used in investing activities is the purchase of property, plant and equipment which decreased from Ch$114,217 million in 2014 to Ch$112,400 in 2015.

Cash Flows from Investing Activities 2014 vs Cash Flows from Investing Activities 2013

Cash flows for investing activities (includes purchase and sale of property, plant and equipment, investment in associated companies and financial investments) amounted to Ch$166,776 million in 2014 compared to Ch$447,550 million during 2013. In 2013 the Ipiranga acquisition represented a disbursement in the amount of Ch$261,245 million. The investment activities of Andina during 2013, without considering the effect of the acquisition of Ipiranga and the disbursements associated with its purchase, amounted to Ch$191.852 million.

The main item of investing activities is the purchase of property, plant and equipment which decreased from Ch$183,697 million in 2013 to Ch$114,217 million in 2014. In 2014, and without considering the effect of the merger with Ipiranga, Andina invested Ch$109,513 million. This figure is highly influencedmainly explained by greater purchases of short-term financial instruments partially offset by lower investment in property, plant and equipmentequipment.


See “Item 5.Operating and Financial Review and Prospects –B. Liquidity and Capital Resources –Capital Resources, Treasury and Funding Policies”, in Brazil and Paraguay, and by purchases of financial instruments which are not defined as cash and cash equivalents.our Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019.

 

Cash Flows from Financing Activities 2015 vs2020 vs. Cash Flows from Financing Activities 20142019 and 2018

 

Our financingFinancing activities are directly related to dividend distributions to our shareholders, that recordgenerated a utilizationpositive cash flow of cash resources amounting to Ch$54,320113,041 million in 2020, increasing Ch$240,153 million compared to Ch$52,269 million during 2014, and borrowings from banks and payment of these loans,2019, which is mainly explained by a new bond issuance in order to finance these dividend payments and investments.  As a result of our business’ seasonality, we generate greater cash flows during the summer months (December through March); therefore, during the winter season we may require short term financing in order to fulfill our dividend and investment commitments.January 2020 (Senior Notes due 2050).

 

As of December 31, 2015, we had available2020, 23 short-term credit lines inare available for an amount equivalent to Ch$198,144 million. The aggregate150,107 million, of which all of them are unused portion of such lines of credit at that date wasremain available. In Argentina, we had the equivalent toof Ch$126,398 million. Our unused sources of liquidity include four36,898 million in credit available from nine lines of credit.credit, which have not been used. In Brazil, we had the equivalent of Ch$88,513 million in credit available from 11 lines of credit, which remanined unused as of December 31, 2020. In Chile, we had the equivalent of Ch$15,0007,000 million in credit available from two separate lines. The unused portion of such linesone line of credit, at that date was equivalent to Ch$15,000 million. In Brazil, we had the equivalent of Ch$108,506 million in credit available from four lines. The unused portion of such lines of credit at that date was equivalent to Ch$39,530 million. In Argentina, we had the equivalent of Ch$67,536 million in credit available with ten lines. The unused portion of such lines of credit at that date was equivalent to Ch$64,766 million.which has not been used. In Paraguay, we had the equivalent of Ch$7,10217,696 million in credit available from one line. The unused portion of said linetwo lines of credit, at that date was equivalent to Ch$7,102 million.which have not been used.

 

Cash Flows from Financing Activities 2014 vs Cash Flows from Financing Activities 2013See “Item 5. Operating and Financial Review and Prospects –B. Liquidity and Capital Resources –Capital Resources, Treasury and Funding Policies”, in our Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019.

 

Our financing activities are directly related to dividend distributions to our shareholders, that record a utilization of cash resources amounting to Ch$52,269 million in 2014 compared to Ch$73,041 million during 2013, and borrowings from banks and payment of these loans, in order to finance these dividend payments and investments.  As a result of our business’ seasonality, we generate greater cash flows during the summer months (December through March); therefore, during the winter season we may require short term financing in order to fulfill our dividend and investment commitments.Liabilities

 

As of December 31, 2014, we had available short-term credit lines in an amount equivalent to Ch$320,113 million. The aggregate unused portion of such lines of credit at that date was equivalent to Ch$204,594 million. Our unused sources of liquidity include eight lines of credit. In Chile, we had the equivalent of Ch$16,738 million in credit available from five separate lines. The unused portion of such lines of credit at that date was equivalent to Ch$16,532 million. In Brazil, we had the equivalent of Ch$197,376 million in credit available with twenty one lines. The unused portion of such lines of credit at that date was equivalent to Ch$101,145 million. In Argentina, we had the equivalent of Ch$87,979 million in credit available with ten lines. The unused portion of such lines of credit at that date was equivalent to Ch$68,896 million. In Paraguay, we had the equivalent of Ch$18,020 million in credit available with two lines. The unused portion of such lines of credit at that date was equivalent to Ch$18,020 million.

Liabilities

For the year ended December 31, 2015,2020, our total liabilities, excluding non-controlling interest, were Ch$1,357,827 million;1,616,504 million, representing a 0.6%13.7% increase compared to December 31, 2014. The increase in total2019.

Current liabilities resulted principally from the restatement of public liabilities given currency indexation (Unidad de Fomento), partially offsetdecreased by decreased bank liabilities in Argentina.  As of December 31, 2015, our noncurrent liabilities included (i) other noncurrent financial liabilities of Ch$765,29933,602 million, (ii) noncurrent accounts payable of Ch$9,303 million (iii) other noncurrent provisions of Ch$63,976 million, (iv) deferred tax liabilities for Ch$130,202 million; (v) noncurrent employee benefit provisions for Ch$8,230 million; and (vi) other noncurrent non-financial liabilities for Ch$242 million, totaling noncurrent liabilities for Ch$977,252 million during the year ended December 31, 20158.2% compared to Ch$939,963 million duringDecember 2019, mainly explained by the year ended December 31, 2014.

As of December 31, 2015, our current liabilities included (i) other current financial liabilities of Ch$62,218 million; (ii) trade accounts and other accounts payable for Ch$212,526 million; (iii)decrease in current accounts payable to related entities for Ch$48,653 million; (iv)(-Ch$14,096 million), mainly by lower accounts payable to The Coca-Cola Company and other related companies, coupled with the decrease in trade accounts payable and other current provisions foraccounts payable (-Ch$13,255 million), mainly explained by the negative effect of translating figures on accounts payable in Brazil and Argentina.

Non-current liabilities increased by Ch$326 million; (v) current tax liabilities for Ch$7,495228,062 million, and (vi) current employee benefit provisions for Ch$31,791 million and (vi) other non-financial current liabilities for Ch$17,566 million.  Total current liabilities during the year ended December 31, 2015 amounted to Ch$380,574 million22.6% compared to Ch$410,212 million duringDecember 2019, mainly due to the year ended December 31, 2013.

Asincrease in other non-current financial liabilities (Ch$246,503 million), mainly explained by the recognition of December 31, 2015,the liability for the bond placement in the U.S. market in January 2020 and beforeby the mark-to-market liability of cross currency swaps contracts the company entered in,of this same bond.

As of December 31, 2020, our bond liabilitiesobligation had a weighted average interest rate of 4.70%3.7% in UF and 4.5% in US$ while our bank liabilitiesobligation had a weighted average interest rate of 4.93%.26.6% for debts in Argentine pesos and 2.0% for debts in Chilean pesos.

 

***

Summary of Significant Debt Instruments

Summary of Significant Debt Instruments

 

As of December 31, 2015,2020, the Company is in compliance with all its debt covenants which are summarized below:

 

Series B Local Bonds (BANDI-B1; BANDI-B2)

 

InDuring 2001, we issued in Chile Series B bonds. This issuance was structured into two series, one of which matured in 2008. As of December 31, 2020, Series B is the Chilean capital marketsoutstanding series with sub-series B1 and B2. During 2001, UF 3.7 million Series Bin bonds duewere issued with final maturity in 2026, bearing interest at a variablean annual interest rate of 6.50% over inflation.6.5%. The Series B Local Bonds are subject to the following restrictive covenants:

 

·                  Maintain an indebtedness level where Consolidated Financial Liabilities shall not exceed Consolidated Equity by 1.20 times. For these purposes Consolidated Financial Liabilities shall be regarded as Current Liabilities bearing interest, namely: (i) other current financial liabilities, plus (ii) other non-current financial liabilities, less (iii) active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities accounted for under “Other Current Financial Assets” and “Other Non-current Financial Assets” of the issuer’s Consolidated Statement of Financial Position.  Consolidated Equity shall be regarded as total equity including non-controlling interests.

·In October 2020, the covenant of Consolidated Financial Liabilities / Consolidated Equity was amended as the following: Maintain an indebtedness level where Net Consolidated Financial Liabilities shall not exceed Consolidated Equity by 1.20 times. For these purposes Net Consolidated Financial Liabilities will be the result of: (i) Other Current Financial Liabilities, plus (ii) Other Non-Current Financial Liabilities, less (iii) the sum of Cash and Cash Equivalents; plus Other Current Financial Assets; plus Other Non-Current Financial Assets (to the extent that they correspond to the active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities).

 

·                  Maintain and in no way lose, sell, assign, or transfer to a third party the geographical area today called “Metropolitan Region”, as franchised territory in Chile by The Coca-Cola Company, for the development, production, sale and distribution of products and brands of the licensor, in accordance with the respective bottling agreement or license, renewable from time to time.

·Maintain and not lose, sell, assign, or transfer to a third party the geographical area today called the “Metropolitan Region”, as franchised territory in Chile by The Coca-Cola Company, for the development, production, sale and distribution of products and brands of such licensor, in accordance with the respective bottling agreement or license, renewable from time to time.

 

·                  Not lose, sell, assign, or transfer to a third party any other territory of Argentina or Brazil, which to date is franchised to the Company by TCCC for the manufacture, production, sale and distribution of products and brands of such licensor; as long as these territories account for more than 40% of the Issuer’s Adjusted Consolidated Operating Flow.


·Not lose, sell, assign, or transfer to a third party any other territory of Argentina or Brazil, which to date is franchised to the Company by The Coca-Cola Company for the manufacture, production, sale and distribution of products and brands of such licensor; as long as these territories account for more than 40% of the Company’s Adjusted Consolidated Operating Flow.

 

·                  Maintain consolidated assets free of any pledge, mortgage or other lien by an amount, less than or equal to 1.3 times of the Issuer’s unsecured consolidated current liabilities.

·Maintain consolidated assets free of any pledge, mortgage or other lien by an amount, less than or equal to 1.3 times the Company’s unsecured consolidated current liabilities.

 

Unsecured consolidated current liabilities are the Company’s total liabilities, obligations and debts that are not secured with real guarantees on goods and assets of the latter, made voluntarily and conventionallyor by agreement by the Company less the active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities accounted for under “OtherOther Current Financial Assets”Assets and “OtherOther Non-current Financial Assets”Assets of the Issuer’sCompany’s Consolidated Statement of Financial Position.

Consolidated assetsAssets are assets free of any pledge, mortgage or other lien, as well as those assets that have real liens, mortgage or encumbrances that operate only by law less the active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities accounted for under “OtherOther Current Financial Assets”Assets and “OtherOther Non-current Financial Assets”Assets of the Issuer’sCompany’s Consolidated Statement of Financial Position.

 

In July 2020, derivatives have been contracted (Cross Currency Swaps) that cover 100% of UF denominated financial obligations, redenominating them to Chilean pesos.

Series A and C Local Bonds (BKOP-C)

 

As a consequence of our merger with Polar, we became an obligor under the following twooutstanding bonds issued by Polar in the Chilean capital marketsChile in 2010:2010.

 

·                  UF 1.0 million of Series A bonds due 2017, bearing interest at a variable annual rate equal to 3.00%; and

·Series C bonds due 2031, bearing interest at a fixed annual rate equal to 4.00%.

 

·                  UF 1.5 million of Series C bonds due 2031, bearing interest at a variable annual rate equal to 4.00%

The Series A and C local bonds areThis series is subject to the following restrictions:

 

·                      Maintain a “Net Financial Indebtedness” level of no more than 1.5 times in the quarterly financial statements, measured by figures included in the Polar’s Consolidated Statement of Financial Position. For these purposes, net financial indebtedness level is defined as the ratio of net financial debt to total assets of the issuer (equity attributable to the owners of the controllers plus non-controlling interests). Net financial debt means the difference between the Issuer’s financial debt and cash.

·Maintain a level of Net Financial Indebtedness within its quarterly financial statements that may not exceed 1.5 times, measured by figures included in the Company Consolidated Statement of Financial Position. For these purposes, net financial indebtedness level is defined as the ratio of net financial debt to total equity of the Company (equity attributable to the owners of the controllers plus non-controlling interests). Net financial debt means the difference between the Company financial debt and cash.

 

·                      Maintain consolidated assets free of any pledge, mortgage or other lien by an amount, less than or equal to 1.3 times of the Issuer’s unsecured consolidated current liabilities.

·Maintain consolidated assets free of any pledge, mortgage or other encumbrances for an amount at least equal to 1.3 times of the Company unsecured consolidated liabilities.

 

Unencumbered assetsAssets are (a) assets that meet the following conditions. Theyconditions: (i) they are the property of Polar,the Company, (ii) they are classified under Total Assets ofin the Polar’sCompany’s Financial Statement and, (iii) they are free of any pledge, mortgage or other levies constituted in favor of third parties, less “Other current financial assets”(b) Other Current Financial Assets and “Other non-current financial assets” on Polar’sOther Non-Current Financial Statement (toAssets included in the extent they correspond to the active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities.)

Unsecured total liabilities means liabilities under the account Total Current liabilities and Total non-current Liabilities on Polar’s Financial Statements which do not benefit from preferences or privileges, less “Other current financial assets” and “Other non-current financial assets” of Polar’sCompany’s Financial Statements (to the extent they correspond to the active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities.)liabilities).

 

·                      Not invest in instruments issued by related partiesUnsecured Total Liabilities are (a) liabilities included under Total Current Liabilities and Total Non-Current Liabilities on the Company Financial Statements which do not benefit from preferences or carry out operations with related parties other than those related to the general purposeprivileges, less (b) Other Current Financial Assets and Other Non-Current Financial Assets of the entities, in conditions that are unfavorableCompany’s Financial Statements (to the extent they correspond to Polar in relation to those prevailing in the market.

·                      Maintain a Net Financial Coverage level of greater than 3.0.  Net financial coverage is the ratio between Polar’s EBITDA for the past 12 months and Polar’s net financial expenses (financial income less financial expenses) for the past 12 months. However, this restriction shall be regarded as breached when the mentioned net financial coverage level is lower than the level previously indicated during two consecutive quarters.

Series C, D and E Local Bonds

On September 4, 2013, we issued in the Chilean capital markets UF 4,000,000 aggregate principal amount (equivalent to Ch$92,199.40 million, as of September 5, 2013) of UF 3.80% bonds due 2034 and UF 1,000,000 aggregate principal amount (equivalent to Ch$23,049.85 million, as of September 5, 2013) of UF 3.50% bonds due 2020. The bonds are non-convertible and are not guaranteed. The proceeds from these local bonds were used to pay down existing indebtedness and for other general corporate purposes.

On April 3, 2014, we issued additional capital in the amount of UF 3,000,000 in the Chilean capital markets (equivalent to Ch$70,855 million, on April 3, 2014) in UF bonds at 3.75% maturing in 2035. The funds from these local bond funds were used to pay off existing debts and for other general corporate purposes.

The Series C, D and E local bonds are subject to the following restrictions:

·                      Maintain an indebtedness level where Consolidated Financial Liabilities shall not exceed Consolidated Equity by 1.20 times. For these purposes Consolidated Financial Liabilities is Current Liabilities bearing interest, namely: (i) other current financial liabilities, plus (ii) other non-current financial liabilities, less (iii) active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities accounted for under “Otherliabilities).

·Not invest in instruments issued by related parties or carry out operations with related parties other than those related to the general purpose of the entities, in conditions that are less favorable to those of the Company in relation to those prevailing in the market.

·Maintain a Net Financial Coverage ratio greater than 3.0 times. Net financial coverage is the ratio between the Company’s EBITDA for the past 12 months and the Company’s Net Financial Expenses. Net financial Expenses is defined as the difference between the absolute value of the interest expenses associated with the issuer's financial debt recorded in the “Financial Costs” account; and interest income associated with the issuer's cash, recorded in the Financial Income account,


for the past 12 months. However, this restriction will be considered breached when the mentioned net financial coverage ratio is lower than the ratio previously indicated during two consecutive quarters.

In July 2020, derivatives have been contracted (Cross Currency Swaps) that cover 100% of UF denominated financial obligations, redenominating them to Chilean pesos.

Series D and E Local Bonds (BANDI-D; BANDI-E)

During 2013 and 2014, Andina placed local bonds in the Chilean market. The issuance was structured into three series, one of which matured in 2020.

·UF 4.0 million of Series D Bonds due 2034 were issued in August 2013, bearing an annual interest rate of 3.8%;

·UF 3.0 million of Series E Bonds due 2035 were issued in March 2014, bearing an annual interest rate of 3.75%.

The Series D and E local bonds are subject to the following restrictions:

·Maintain an indebtedness level where Net Consolidated Financial Liabilities shall not exceed Consolidated Equity by 1.20 times.

For these purposes Net Consolidated Financial Liabilities will be the result of: (i) Other Current Financial Assets”Liabilities, plus (ii) Other Non-Current Financial Liabilities, less (iii) the sum of Cash and “Other Non-currentCash Equivalents; plus Other Current Financial Assets”Assets; plus Other Non-Current Financial Assets (to the extent that they correspond to the active balances of the issuer’s Consolidated Statement of Financial Position.  derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities).

Consolidated Equity is total equity including non-controlling interests.

 

·                      Maintain consolidated assets free of any pledge, mortgage or other lien by an amount, less than or equal to 1.3 times of the Issuer’s unsecured consolidated current liabilities.

·Maintain Consolidated Assets free of any pledge, mortgage or other lien by an amount, at least equal to 1.3 times of the Issuer’s unsecured consolidated current liabilities.

 

Unsecured Consolidated Current Liabilities”Liabilities are the Company’s total liabilities, obligations and debts that are not secured with real guarantees on goods and assets of the latter, made voluntarily and conventionallyor by agreement by the Company, less the active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities accounted for under “OtherOther Current Financial Assets”Assets and “OtherOther Non-current Financial Assets”Assets of the Company’s Consolidated Statement of Financial Position.

 

For purposes of determining Consolidated Assets these will consider assets free of any pledge, mortgage or other lien, as well as those assets that have real liens, mortgage or encumbrances that operate only by law. Therefore, Consolidated Assets free of any lien, mortgage or other encumbrance are regarded as those assets for which no real lien, mortgage or other encumbrance has been made voluntarily or by agreement by the Company, less the active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities accounted for under Other Current Financial Assets and Other Non-current Financial Assets of the Company’s Consolidated Statement of Financial Position.

·Maintain and not lose, sell, assign, or transfer to a third party the Metropolitan Region, as franchised territory in Chile by The Coca-Cola Company for the production, sale and distribution of products and brands of the licensor. Losing said territory means the non-renewal, cancellation, early termination or annulment of the license agreement granted by The Coca-Cola Company for the Metropolitan Region.

·Not lose, sell, assign, or transfer to a third party any other territory of Argentina or Brazil, which as of the issuance date of the Series C, D and E local bonds were franchised to the Company by The Coca-Cola Company for the manufacture, production, sale and distribution of products and brands of The Coca-Cola Company; as long as these territories account for more than 40% of the Company’s Adjusted Consolidated Operating Flow of the audited fiscal year immediately prior to the moment when such loss, sale, assignment or transfer occurs. For these purposes Adjusted Consolidated Operating Flow is the addition of the following accounting items of the Issuer’s Consolidated Statement of Financial Position: (i) Gross Income, including revenue and cost of sales, less (ii) Distribution Costs, less (iii) Administrative Expenses, plus (iv) Participation in Earnings (Losses) of Associates and Joint Ventures accounted for using the Equity Method, plus (v) Depreciation, plus (vi) Amortization of Intangibles.

In July 2020, derivatives have been contracted (Cross Currency Swaps) that cover 100% of UF denominated financial obligations, redenominating them to Chilean pesos.


Series F Local Bonds (BANDI-F)

During 2018, Andina undertook the partial repurchase (US$210 million) of the Senior Notes due 2023, which was refinanced with the placement of the Series F Local Bonds in the Chilean local market. These bonds were issued in October 2018, in the amount of UF5.7 million, accruing an annual interest rate of 2.8% and with a maturity of 2039.

The Series F local bonds are subject to the following restrictions:

·Maintain an indebtedness level where Net Consolidated Financial Liabilities shall not exceed Consolidated Equity by 1.20 times.

For these purposes Net Consolidated Financial Liabilities will be the result of: (i) Other Current Financial Liabilities, plus (ii) Other Non-Current Financial Liabilities, less (iii) the sum of Cash and Cash Equivalents; plus Other Current Financial Assets; plus Other Non-Current Financial Assets (to the extent that they correspond to the active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities).

Consolidated Equity is total equity including non-controlling interests.

·Maintain Consolidated Assets free of any pledge, mortgage or other lien by an amount, at least equal to 1.3 times of the Issuer’s unsecured consolidated current liabilities.

Unsecured Consolidated Current Liabilities are the Company’s total liabilities, obligations and debts that are not secured with real guarantees on goods and assets of the latter, made voluntarily or by agreement by the Company, less the active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities accounted for under Other Current Financial Assets and Other Non-current Financial Assets of the Company’s Consolidated Statement of Financial Position.

For purposes of determining Consolidated Assets these will consider assets free of any pledge, mortgage or other lien, as well as those assets that have real liens, mortgage or encumbrances that operate only by law. Therefore, Consolidated Assets free of any lien, mortgage or other encumbrance shall be regarded as those assets for which no real lien, mortgage or other encumbrance has been made voluntarily and conventionallyor by agreement by the Company, less the active balances of derivative financial instruments, taken to cover exchange rate risks or interest rate risks on financial liabilities accounted for under “OtherOther Current Financial Assets”Assets and “OtherOther Non-current Financial Assets”Assets of the Company’s Consolidated Statement of Financial Position.

 

·Maintain and not lose, sell, assign, or transfer to a third party the Metropolitan Region, as franchised territory in Chile by The Coca-Cola Company for the production, sale and distribution of products and brands of the licensor. Losing said territory means the non-renewal, cancellation, early termination or annulment of the license agreement granted by The Coca-Cola Company for the Metropolitan Region.

·                      Maintain and in no way lose, sell, assign, or transfer to a third party the Metropolitan Region, as franchised territory in Chile by The Coca-Cola Company for the production, sale and distribution of products and brands of the licensor. Losing said territory means the non-renewal, cancellation, early termination or annulment of this license agreement by The Coca-Cola Company, for the Metropolitan Region.

·Not lose, sell, assign, or transfer to a third party any other territory of Argentina or Brazil, which as of the issuance date of the Series F local bonds, is franchised to the Company by The Coca-Cola Company for the manufacture, production, sale and distribution of products and brands of The Coca-Cola Company; as long as these territories account for more than 40% of the Company’s Adjusted Consolidated Operating Flow of the audited fiscal year immediately prior to the moment when said loss, sale, assignment or transfer occurs. For these purposes Adjusted Consolidated Operating Flow is the addition of the following accounting items of the Issuer’s Consolidated Statement of Financial Position: (i) Gross Income, including revenue and cost of sales, less (ii) Distribution Costs, less (iii) Administrative Expenses, plus (iv) Participation in Earnings (Losses) of Associates and Joint Ventures accounted for using the Equity Method, plus (v) Depreciation, plus (vi) Amortization of Intangibles.

 

·                      Not lose, sell, assign, or transfer to a third party any other territory of Argentina or Brazil, which as of the issuance date of the Series C, D and E local bonds, is franchised to the Company by The Coca-Cola Company for the manufacture, production, sale and distribution of products and brands of The Coca-Cola Company; as long as these territories account for more than 40% of the Company’s Adjusted Consolidated Operating Flow of the audited fiscal year immediately prior to the moment when said loss, sale, assignment or transfer occurs. For these purposes “Adjusted Consolidated Operating Flow” is the addition of the following accounting items of the Issuer’s Consolidated Statement of Financial Position: (i) “Gross Income”, including revenue and cost of sales, less (ii) “Distribution Costs”, less (iii) Administrative Expenses, plus (iv) Participation in Earnings (Losses) of Associates and Joint Ventures accounted for using the Equity Method”, plus (v) “Depreciation”, plus (vi) “Amortization of Intangibles”.

Senior Notes due 2023 in Connection with Acquisition of Ipiranga

 

In October 2013, we issued US$575 million of 5.000% Senior Notes due 2023. The notes will mature on October 1, 2023. Thein the U.S. market under 144A/Reg S regulations. These notes are unsecured obligations that are effectively subordinated to our secured debt.with the whole principal amount due in 2023. The proceeds from these notes were used to finance a portion of the purchase price for our acquisition of Ipiranga and for general corporate purposes.

 

In October 2018, as part of the Company’s debt reprofiling, Andina undertook a partial repurchase of the Senior Notes in the amount of US$210 million (which was refinanced with the placement of Series F Local Bonds in the Chilean local market), with a total remaining outstanding amount of Senior Notes of US$365 million.


RepurchasedSenior Notes due 20272050

On January 21, 2020, the Company issued a 30-year corporate bond in the international markets for US$300 million due 2050, with an annual coupon rate of 3.950%. The use of funds from this operation are general corporate purposes which could include an eventual payment of existing liabilities, financing of potential acquisitions and 2097improvement of the company's liquidity position.

 

In October 1997, we issued US$100 million of 7.625% Notes due 2027 and US$100 million of 7.875% Notes due 2097. Through a series of repurchases between 2000 and 2009, weparallel, derivatives have repurchased and currently hold, all of these notes through our wholly-owned subsidiary Abisa Corp.  On December 15, 2014, Embotelladora Andina S.A. repurchased US$200 million in outstanding bonds from its subsidiary Abisa Corp S.A., thereby eliminatingbeen contracted (Cross Currency Swaps) to fully redenominate the related bond liability.US dollar-denominated financial obligations to UF’s.

 

C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

 

Given the nature of the business and the support provided by The Coca-Cola Company as franchisor to its bottlers, the Company’s research and development expenses are not meaningful. For more information on patents and licenses, see “Item 4. Information on the Company – Bottler Agreements”.

 

D.TREND INFORMATION

D.TREND INFORMATION

 

Our results will likely continue to be influenced by changes in the level of consumer demand in the countries in which we operate, resulting from governmental economic measures that are or may be implemented in the future. Additionally, principal raw materials used in the production of soft drinks, such as sugar and resin, may experience price increases in the future. Such price increases may affect our results if we are unable to pass the cost increases on to the sales price of our products due to depressed consumer demand and/or heightened competition.

 

Increased competition from low-price brands is another factor that could limit our ability to grow, and thus negatively affect our results.

 

Finally,Additionally, exchange rate fluctuations, in particular the potential devaluations relative to the U.S. dollar of local currencies in the countries in which we operate, may adversely affect our results because of the impact on the cost of U.S. dollar-denominated raw materials and the conversion of monetary assets.

 

E.OFF-BALANCE SHEET ARRANGEMENTSThe outbreak of the COVID-19 pandemic and the extraordinary measures adopted by the government to contain the spread of the virus, could adversely affect our business and results of operations. For more information see “Item 3. Key Information – D. Risk Factors – Our business is subject to risks arising from the ongoing COVID-19 pandemic”.

 

E.OFF-BALANCE SHEET ARRANGEMENTS

At

As of December 31, 2015,2020, we did not have any material off-balance sheet arrangements.

 

F.CONTRACTUAL OBLIGATIONS

F.CONTRACTUAL OBLIGATIONS

 

The following table sets forth our principal contractual and commercial obligations as of December 31, 2015:2020:

 

 

 

Payments Due by Period

 

 

 

Less than 1
year

 

1-3 Years

 

3-5 Years

 

More than
5 Years

 

Total

 

 

 

(in millions of Ch$ )

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt with financial institutions(1)

 

24,592

 

24,699

 

6,615

 

 

55,905

 

Bonds(1)(2)

 

45,518

 

96,584

 

89,145

 

835,728

 

1,066,975

 

Lease obligations(1)

 

10,338

 

6,366

 

16,827

 

 

33,531

 

Purchase obligations(1)(3)

 

158,942

 

75,270

 

16,089

 

52,183

 

302,484

 

Total(1)

 

239,390

 

202,919

 

128,675

 

887,911

 

1,458,896

 

  Payments Due by Period 
  Less than 1 year  1-3 Years  3-5 Years  More than 5 years  Total 
                
  (in millions of Ch$) 
Debt with financial institutions (1)   776   850   162   4,081   5,869 
Bonds (1) (2)   72,133   11,977   285,048   628,944   998,102 
Lease obligations (1)   5,718   5,129   10,012   198   21,057 
Purchase obligations (1) (3)   8,426   83,368   23,287   9,714   124,795 
Total  87,053   101,324   318,509   642,937   1,149,823 

(1)Includes interest.

(2)See note 17 to our consolidated financial statements for additional information.

(3)This includes: (i) IT services contract, and (ii) some services and raw material contracts, mainly for sugar.

 



(1)         Includes interest

(2)         See Note 16 to our consolidated financial statements as of December 31, 2015 and for the year ended December 31, 2014 and 2015 for additional information.

(3)         This includes: (i) our Brazilian cogeneration contract, (ii) our services contract with Hewlett Packard and (iii) some services and raw material contacts, mainly for sugar.

The following table presents future expirations for additional long-term liabilities. These expirations have been estimated based on accounting estimates because the liabilities do not have specific dates of future payment, as allowance for severance indemnities, contingencies, and liabilities are included.

 

 Maturity Years 

 

Maturity Years

 

 Total 1-3 Years 3-5 Years More than 5 Years 

 

Total

 

1-3 Years

 

3-5 Years

 

More than 5 Years

 

         

 

(in millions of Ch$ 2014)

 

 (Millions Ch$ 2020) 

Provisions

 

63,975

 

365

 

730

 

62,880

 

  50,070   1,335   789   47,946 

Other long-term liabilities

 

8,473

 

1,003

 

2,006

 

5,464

 

  13,636   648   427   12,561 

Total long-term liabilities

 

72,448

 

1,368

 

2,736

 

68,344

 

  63,706   1,983   1,216   60,507 

 

G.SAFE HARBOR

G.SAFE HARBOR

 

See “Presentation“Introduction - Presentation of Financial and Certain Other Information—Forward-Looking Statements.”Statements”.

 

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A.DIRECTORS AND SENIOR MANAGEMENT

A.DIRECTORS AND SENIOR MANAGEMENT

 

Pursuant to Chilean law, we are managed by a group of executive officers under the supervision of our board of directors. The Company’s operations in Chile, Brazil, Argentina and Paraguay report to the Corporate Office.

Principal Officers

The following table includes information regarding our senior executives:

Name

Age

Position

Miguel Ángel Peirano

56

Chief Executive Officer

Andrés Wainer

45

Chief Financial Officer

Tomás Vedoya

38

Chief Strategic Planning Officer

Jaime Cohen

48

Chief Legal Officer

German Garib

54

Chief Process and Information Officer

Gonzalo Muñoz

54

Chief Human Resources Officer

Fabián Castelli

50

General Manager of Embotelladora del Atlántico S.A.

Renato Barbosa

55

General Manager of Rio de Janeiro Refrescos Ltda.

José Luis Solorzano Hurtado

45

General Manager of Chilean Soft Drink Operation.

Francisco Sanfurgo

61

General Manager of Paraguay Refrescos S.A.

Mr. Peirano joined uscorporate headquarters in 2011, as Chief Executive Officer.  Prior to his appointment in Andina, he was President at FEMSA Cerveza Brazil from 2009 through 2011.  While at Coca-Cola FEMSA he held several positions: Vice-President from 2006-2008; Director of Operations in Argentina from 2003 through 2005; Commercial Director during 2002; Manufacturing Director in 2000 and Strategic Planning Director in 1999.  He also worked as Assistant Manager at McKinsey & Company in 1999.

Mr. Wainer joined us in 1996 as a research analyst in the corporate office.  In 2000, he was appointed Development Manager in EDASA and in 2001, he returned to the corporate office as Research and Development Officer. In 2006, he was appointed finance and administration manager at the Chilean operation and in November 2010, he returns to the corporate office as Chief Financial Officer.

Mr. Vedoya joined us in 2015 as Chief Strategic Planning Officer. Prior to joining Andina, he was an independent consultant from 2011 until 2014.  He also held the position of Senior Consultant at Virtus Partners, from 2009 until 2011. He also worked for other companies in the hotel industry.

Mr. Cohen joined us in 2008, as Chief Legal Officer. Prior to joining Andina, he held a similar position at Socovesa S.A. from 2004. He formed part of the legal division of Citibank from 2000 to 2004.  He also was an attorney at the law offices of Cruzat, Ortuzar & Mackenna and Baker & McKenzie from 1996 until 1999.  He began his professional career in 1993 as lawyer at Banco de A. Edwards.

Mr. Garib has held the position of as Chief Information Officer since 1998. Prior to Andina, he was the marketing manager of IBM Chile.

 

Mr. Muñoz joined the Company in 2015 as Chief Human Resources officer. Prior to Andina he worked at British American Tobacco as Human Resources Director in Mexico and Human Resources Southern Cone Director. He also held several other positions at British American Tobacco such as Finance Directors and General Manager in several Latin-American countries.

Mr. Castelli joined us in 1994, holding the position of Traditional Sales Manager in Mendoza. He is currently General Manager (since April 2014) of Andina Argentina. Previously, he was Andina Argentina Commercial Manager (2010). Marketing Manager from 2000-2010, Commercial Planning Manager from 1997 to 2000, Marketing Services Manager between 1996 and 1997, Sales Manager Traditional Mendoza in 1994-1995.

Mr. Barbosa joined us on January 1, 2012 as general manager of our operation in Brazil. He has worked in the Coca-Cola System for 23 years, primarily as general manager of Brasal, a Coca-Cola bottling company servicing the western central part of Brazil. He also has worked for other large companies such as McDonald’s and Banco do Brasil.

Mr. Solorzano joined us in 2003, where he served in various managerial positions in the commercial area, passing through the management of key accounts sales, traditional channel sales management, and management of marketing and commercial areas. In March of 2010, he has served as General Manager of Andina’s Argentine operations. On April 1, 2014 assumed as General Manager of Andina Chile. Prior to his arrival at Andina, he worked as marketing manager, plant manager and business manager of Coca-Cola Polar, for five years. Before his introduction to the Coca-Cola bottler system, he worked at Malloa.

Mr. Sansfurgo joined us after the merger with Embotelladoras Coca-Cola Polar assuming the position of General Manager of Paraguay Refrescos S.A. In 1990, he joined Embotelladoras Coca-Cola Polar S.A. as General Manager of Embotelladora Austral (Punta Arenas — Chile). Since 2005 has been General Manager of Paraguay Refrescos S.A.

Notes:

1.              Germán Garib left his position on January 31, 2016 and has been replaced as Chief Processes and IT Officer by Mr. Carlos Gálvez, beginning February 1, 2016.

2.              Cristián Mandiola resigned to his position as Chief Operations South Officer of Coca-Cola Andina effective April 2, 2015.

3.              Beginning April 1, 2015 Rodrigo Ormaechea assumes the position of Commercial Director of Coca-Cola Andina in Brazil reporting to the General Manager Renato Barbosa. His replacement as Chief Strategic Planning Officer of Coca-Cola Andina is assumed by Mr. Tomás Vedoya, beginning February 23, 2015.

4.              Alan Dunford left his position on December 31, 2014 and has been replaced as Chief Human Resources Officer by Mr. Gonzalo Muñoz, Rut beginning January 1, 2015.

Board of Directors

 

In accordance with our current bylaws, the board of directors must consistis comprised of fourteen (14) directors. The directors may or may not be shareholders and are elected at general shareholders’ meetings for a three-year term, of three years subject to indefinite re-election. All members of the board of directors are completely renewed every three years by and during the General Shareholders’ Meeting.with re-election permitted. Cumulative voting is permitted for the election of directors.

 

In the event of a vacancy, the board of directors may appoint a replacement to fill the vacancy, and the entire board of directors must be elected or re-elected at the next regularly scheduled General Shareholders’ Meeting.general shareholders’ meeting.

 

The majority shareholders’shareholders agreement forregulates the election of directors is contained inof the Agreement and further explained on Item 7 “MajorCompany by the controlling shareholders (See “Item 7. Major Shareholders and Transactions with Related Companies”). In addition, pursuant to the terms and conditions of the deposit agreement among theentered between The Company and the Bank of New York dated as of December 14, 2000, (the “Deposit Agreement”), if no instructions are received by The Bank of New York, Mellon, as depositary (the “Depositary”), it shall give a discretionary proxy to a person designated by the chairman of our board of directors with respect to the shares or other deposited securities that represent the ADRs.

 

As of December 31, 2015, our board ofThe following table sets forth information with respect to the current directors consisted of the following directors:Company, which have been elected at our general shareholders’ meeting dated April 15, 2021:

 

Name

AgeAge(3)

Date of Expiration ofexpiration
Current Term

current term

Position

Juan Claro

65

70

2016-04-21

April 15, 2024

Chairman of the Board of Directors

Eduardo Chadwick

57

61

2016-04-21

Vice Chairman of the Board of Directors

April 15, 2024
Director

Salvador Said(1)

56April 15, 2024Vice Chairman
José Antonio Garcés

50

54

2016-04-21

April 15, 2024

Director

Arturo Majlis

Gonzalo Said(1)

54

56

2016-04-21

April 15, 2024

Director

Gonzalo Said(1)

Roberto Mercadé

51

52

2016-04-21

April 15, 2024

Director

Salvador Said(1)

Gonzalo Parot(2)

51

68

2016-04-21

April 15, 2024

Director

Francisco Javier Crespo

Georges de Bourguignon

50

58

2016-04-21

April 15, 2024

Director

Gonzalo Parot(2)

Domingo Cruzat (2)

63

64

2016-04-21

April 15, 2024

Director

Emilio Rodriguez Larraín

Rodrigo Vergara

64

58

2016-04-21

April 15, 2024

Director

José De Gregorio

Felipe Joannon

56

61

2016-04-21

April 15, 2024

Director

Juan Andrés Fontaine

Marco Antonio Araujo

61

54

2016-04-21

April 15, 2024

Director

Franz Alscher

Mariano Rossi

52

54

2016-04-21

April 15, 2024

Director

Ricardo Vontobel

Carmen Román

56

53

2016-04-21

Director

Mariano Rossi

April 15, 2024

50

2016-04-21

Director

 


(1)Salvador Said is first cousin of Gonzalo Said.

(1)Salvador Said is first cousin of Gonzalo Said.

(2)

(2)Independent from controlling shareholder pursuant to Article 50 bis, paragraph 6 of the Chilean Public Company Law N° 18,046.

(3)Age at December 31, 2020.

The following are brief biographies of each of the Chilean Public Company Law N° 18,046.Company’s directors:

 

Juan Claro Gonzalez

Mr. ClaroAppointment: He has been a member of ourthe board of directors, and also the Chairman since April 2004. His principal occupation is as an entrepreneur.

Experience: He holds a civil engineering degree from the Pontificia Universidad Católica de Chile. He was the president of the Sociedad de Fomento Fabril (Sofofa) between 2001 and 2005, the Confederación de la Producción y del Comercio (CPC), between 2002 and 2005 and also serves as a directorof the Chile-China Bilateral Business Council between 2005 and 2007. He has more than 17 years of experience in the following organizations: Chairmanbeverage and mass consumption industry. Currently, he is member of Embotelladora Andina, Energía Covancothe risk committee of Agrosuper S.A. and Energía Llaima; directormember of Entel,the sustainability and stakeholders' committee of Antofagasta Minerals, Antofagasta Plc, Pesquera Friosur, Melon S.A and Agrosuper.PLC.

 

Mr. ChadwickHe has been a member of ourthe board of directors since June 2012. His principal occupation is as an entrepreneur. He also serves as a director inof the following organizations: Viña Errazuriz, Empresas Penta, MaltexcoS.A.companies: Gasco S.A (1991-2000), Ebema, Vinos de ChileCMPC S.A. (2005-2011), Entel S.A. (2005-2011) and Banco Penta.chairman of the board of directors of Metrogas (1994-2000) and Emel S.A (2001-2007).

 

Other positions: Currently, he is member of the board of directors of Antofagasta PLC, Cementos Melon, Agrosuper and Energía Llaima. He is also an honorary member of Centro de Estudios Públicos (CEP).


José Antonio Garcés Silva

Mr. MajlisAppointment: He has been a member of ourthe board of directors since April 1997. His principal occupation is as a principal partner of the law offices of Grasty, Quintana, Majlis y Compañía. He also serves as a director in the following organizations: Asesorías e Inversiones Til Til S.A.; Asesorías e Inversiones MJS Ltda., Banchile Seguros de Vida, Seguros Orion, Mathiesen Group, Laboratorio Maver, Fundación Convivir, Fundación Puerto de Ideas and Orion Seguros Generales.Company since 1992.

 

Experience: He holds a business administration degree from the Universidad Gabriela Mistral with a specialization in Finance, and has postgraduate studies with an executive MBA and PADE from ESE school from the Universidad de Los Andes. Previously, he was chairman of the board of directors of Banvida S.A., CEO of Inversiones San Andrés (family holding company), past president of USEC, member of the board of Fundación Paternitas and advisor of Sofofa. He has 25 years of experience in the beverage and mass consumption industry, and extensive experience in risk and cybersecurity in the financial sector. Currently he is a member of the risk committee of Banco Consorcio.

Mr. GarcésOther positions: Currently, he is member of the board of directors of Banco Consorcio, CN Life Compañía de Seguros, Consorcio Nacional de Seguros, Banvida S.A., Energía Llaima SpA, Andes Iron SpA and Viña Montes.

Marco Antonio Araujo

Appointment: He has been a member of ourthe board of directors of the Company since April 1992. His principal occupation is as general manager of Inversiones San Andrés Ltda.2020.

Experience: He holds a systems and industrial engineer degrees, both from Pontificia Universidad Católica de Rio de Janeiro, Brazil; He also serves as directorholds a masters in finance degree from the Pontificia Universidad Católica de Rio de Janeiro, Brazil and postgraduate studies in accounting from the FGV in Rio de Janeiro, Brazil. He is CFO of the Latin America Operating Unit at The Coca-Cola Company. He has 28 years of experience in the following organizations: Banco Consorcio, Banvida S.A.; Inmobiliaria FFV S.A., Fundación Paternitas, Viña Montes, Viña Garcés Silva Ltda.,beverage industry and Chairman of USEC.mass consumption, experience in mergers and acquisitions, risk management and sustainability.

Other positions: At The Coca-Cola Company he has served as Finance VP & CFO Japan Business Unit; Finance VP & CFO Brazil Business Unit; Finance VP & CFO Mexico Business Unit; M&A Manager for Latin America, Atlanta-USA; Finance Director, Madrid, Spain; Finance Manager SE Region, Brazil Division; and Financial Planning Analyst/Manager, Brazil Division.

Georges De Bourguignon Arndt

Mr. Gonzalo SaidAppointment: He has been a member of ourthe board of directors of the Company since April 2016.

Experience: He holds an economist degree from the Pontificia Universidad Católica de Chile with a specialization in finance and has an MBA from Harvard University. In the academic field he was professor of economics at the Universidad Católica and Director of Harvard Business School Alumni Board in Boston. He is co-founder and CEO of Asset Chile. Previously he was director of Latam Airlines Group (2011-2019) and Empresas La Polar S.A. (2011-2015). He has more than five years of experience in the mass consumption industry. He was a member of the Latam Airlines Group and currently serves in the risk committees of Sociedad Química y Minera de Chile S.A. and Asset AGF S.A. He also is a member of the sustainability committee of Sociedad Química y Minera de Chile S.A.

Other positions: Currently, he is member of the board of directors of Asset Chile S.A., Asset AGF S.A., Sociedad Química y Minera de Chile S.A. and Tánica S.A.

Eduardo Chadwick Claro

Appointment: He has been member of the board of directors of the Company since June 2012.

Experience: He holds a civil industrial engineering degree from the Pontificia Universidad Catolica de Chile. He has 30 years experience in the beverage and mass consumption industry.

Other positions: Currently, he is the chairman of the board of Vina Errazuriz and member of the board of directors of Empresas Penta S.A., Maltexco S.A. and Ebema S.A.

Domingo Cruzat Amunátegui

Appointment: He has been member of the board of directors of the Company since 2021.

Experience: He holds a civil industrial engineering degree from the Universidad de Chile and an MBA from The Wharton School of the University of Pennsylvania. Previously, he served as comercial manager at Pesquera Coloso – San José; CEO at Watt’s Alimentos; CEO at Loncoleche, CEO at Bellsouth Chile and chief operations officer at Compañía Sudamericana de Vapores. He has 12 years of experience in the beverage and mass consumption industry. He is a university professor in the areas of marketing and sales at the ESE from the Universidad Los Andes. He has also been member of the board of directors of Conpax, Construmart, Copefrut, Essal, Principal Financial Group, Compañía Sudamericana de Vapores and Viña San Pedro Tarapacá. Additionally, he was chairman of the board of Correos de Chile and president of the SEP (“Sistema de Empresas Públicas”).

Other positions: Currently, he is member of the board of directors of Enel Américas, IP Chile, SEP and Stars (Family Office). Additionally, he is founding partner of Fundación La Esperanza, a foundation dedicated to rehabilitating young drug addicts.

Roberto Mercade

Appointment: He has been member of the board of directors of the Company since April 2019.

Experience: He holds a civil industrial engineering degree from the Georgia Institute of Technology, Atlanta (United States). Previously, he was member of the board of directors of ARCA-Lindley in Peru, Escuela Campo Alegre in Venezuela and American


International School of Johannesburg in South Africa. Has 29 years of experience in the beverage and mass consumption industry. He was responsible for the risk management operation at The Coca-Cola Company’s Latin Center. In the sustainability area, he was responsible for co-creating and managing the World Without Waste strategy for the same unit. He has developed his experience in the regions of Latin America, Africa and Asia.

Other positions: Currently serves as president of Coca-Cola Mexico in The Coca-Cola Company.

Gonzalo Parot Palma

Appointment: He has been member of the board of directors of the Company since 2009.

Experience: He holds a civil industrial engineering and economist degree from the Universidad de Chile, a master in industrial engineering degree from Universidad de Chile and a master in economics from the University of Chicago. Previously, he served as head of research at CCU S.A., corporate manager of research and development in Empresas CMPC S.A., executive chairman of Filiales Envases y Productos de Papel CMPC S.A.; general manager and director of Pacific Pulp; corporate general manager of CMPC Tissue S.A.; and director and corporate general manager of Copesa S.A. In his career he has been director, executive vice president and advisor of the Municipal Corporation and Municipal Theater of Santiago, director of the Asociación Nacional de la Prensa and the the Cámara Chileno-Argentina de Negocios, professor and director of the School of Business and Economics of the Universidad de Chile, professor and dean of economics and Administration of the Universidad Gabriela Mistral. He has 16 years of experience in the beverage and mass consumption industry.

Other positions: Currently serves as Director of AES Gener S.A.

Mariano Rossi

Appointment: He has been member of the board of directors of the Company since June 2012.

Experience: He holds a business administration degree from the School of Economics, Universidad de Buenos Aires with a specialization in finance. At The Coca-Cola Company, he was CFO in Spain, Latin America and General Manager in Argentina. He has also been director in different bottlers of the Coca-Cola System in Chile (Embonor and Polar), Peru (JRL Lindley) and Uruguay (Monresa) between 1999 and 2008. He has participated in executive programs at the University of Michigan and IESE (Switzerland), as well as in the executive development programs of The Coca-Cola Company of Emory & Wharton Universities (USA). He has 30 years of experience in the beverage and mass consumption industry.

Salvador Said Somavia

Appointment: He has been member of the board of directors of the Company since 1992.

Experience: He holds a business administration degree from Universidad Gabriela Mistral, with specialization in business management. He was a member of the board of Envases del Pacífico S.A. and Envases CMF S.A. He also participates in non-profit organizations, such as Endeavor Chile, where he was the chairman for six years and currently he continues as a member of the board. He is a member of the board of directors of the Centro de Estudios Públicos (CEP). He has 22 years of experience in the beverage and mass consumption industry. He has knowledge and experience in risk management due to his position as member of the board of Scotiabank Chile since 2011 and as a member of the risk committe of the bank.

Other positions: Currently, he is the chairman of Scotiabank Chile S.A. and member of the board of Parque Arauco S.A., Energía Llaima SpA, SmSalud S.A., Idelpa Energía S.A., Inversiones Sevillana S.A., Inmobiliaria Atlantis S.A., Inversiones del Pacífico S.A., and Administradora Costanera S.A.

Gonzalo Said Handal

Appointment: He has been member of the board of directors of the Company since April 1993. His principal occupation

Experience: He holds a business administration degree from Universidad Gabriela Mistral, with specialization in finance, best practices and corporate governance. he is as an entrepreneur. He also serves as director in the following organizations: Banco BBVA, Director Newport Ltda. (Grupo Said Handal), Membera member of the “Circleboard of Finance”directors of ICARE,Sofofa and participates inchairman of the Boardboard of Universidad Finnis Terrae and is the Chairmandirectors of Fundación Generación Empresarial

Mr. Salvador SaidEmpresarial. He has been30 years of experience in the beverage and mass consumption industry. He has knowledge and experience in risk management as a business administrator and member of the risk committee of Scotiabank Chile, as well as knowledge and experience in sustainability as a member of our boardthe ethics and sustainability committee of directors since April 1992. His principal occupation is as Director of Said Holding Group. He also serves as director in the following organizations: Chairman of Endeavor ChileEmbotelladora Andina S.A. and of Bupa Chile S.A. Board member of Parque Arauco S.A., Edelpa S.A., BBVA Chile and Envases CMF S.A. Counselor in CEP (Centro de Estudios Públicos) and inthrough Fundación Generación Empresarial.

 

Other positions: Currently, he serves as director of Scotiabank Chile S.A., Energia Llaima SpA and of Holding de Empresas Said Handal.

Felipe Joannon Vergara

Mr. CrespoAppointment: He has been member of ourthe board of directors of the Company since April 2013. His principal occupation is as President of Coca Cola Mexico.2018.

 

Experience: He holds a business administration degree wiht major in economics from Pontificia Universidad Católica de Chile and an MBA from The Wharton School. Previously, he was member of the board of directors of the companies of Grupo Luksic, development manager of Quiñenco S.A., general manager of Viña Santa Rita and assistant general manager of Cristalerías de Chile S.A. In the academic field, he is a professor at the School of Administration and Economics of the Pontificia Universidad Católica de Chile and at the ESE of the Universidad de los Andes.


Mr. ParotOther positions: has been Currently, he is a member of ourthe board of directors since April 2009. His principal occupation is as an engineerForestal O'Higgins (parent company of the Matte Group), Quimetal Industrial S.A., Icom Gestión Inmobiliaria SpA, Altis S.A. AGF and economist. He is Principal Partner and CEO at Elex Consulting Group. He also serves as Director in Inmobiliaria Elex.Maquinarias y Construcciones Río Loa S.A.

 

Rodrigo Vergara Montes

Mr. RodriguezAppointment: He has been member of ourthe board of directors of the Company since April 2013. His principal occupation is as attorney at law. He also serves as director in the following organizations: Lan Perú, Inmuebles Comerciales del Perú S.A., Inmuebles Panamericana S.A., La Positiva Sanitas EPS S.A., Soriperu S.A., Inversiones en Salud S.A., Automotores Gildemeister del Perú S.A., Maquinaria Nacional Perú S.A. Motormundi S.A., Prospectiva 2020 Perú,2018.

 

Mr. De GregorioExperience: He holds a business administration degree from from the Pontificia Universidad Católica de Chile and a PhD in Economics from Harvard University. Former President of the Banco Central de Chile (2011-2016) and director of the same monetary entity (2009-2011). He was a director of Moneda S.A., Moneda AGF, Entel S.A. and Banco Internacional. He has knowledge and experience in Risk Management due to the functions he developed in Banco Central. He exhibits knowledge and experience in sustainability from his work in the monetary entity and in the companies in which he has been director. In the area of cybersecurity, he has knowledge and experience given that this is an issue of the utmost relevance for Banco Central, as well as for the banks in which he has been director. In the academic field, he is a professor at Instituto de Economía of the Universidad Católica de Chile.

Other positions: Currently, he is member of ourthe board of Banco Santander Chile and Besalco S.A. He also is a Senior Economist at the Centro de Estudios Públicos and an Associate Researcher at the Mossavar-Rahmani Center for Business and Government of Harvard University.

Carmen Román Arancibia

Appointment: She has been member of the board of directors of the Company since June 2012. His principal occupation are Professor2021.

Experience: She holds a law degree from from Universidad Gabriela Mistral. Former chief legal officer and head of Economicscorporate affairs of Walmart Chile. She has developed a strong experience in the retail industry, working for 11 years in Walmart, four years in Santa Isabel, and for seven years in Cencosud. She has knowledge and experience in risk management due to her role as chief compliance and ethics officer in Walmart. She exhibits knowledge and experience in sustainability from her work as president of the sustainability and corporate governance committee at SOFOFA. In the area of diversity and inclusion she has knowledge and experience as mentor and trainer of female leadership programs.

Other positions: Currently, she is member of the board of directors of the legal sustainability council in the Universidad Católica and Valle Escondido Golf Club. Also, she is counselor in Comunidad Mujer and Laboratoria ONG and part of the Círculo Legal of Icare.

Executive Officers

The following table includes information regarding our senior executives:

NameAge(1)Position
Miguel Ángel Peirano61Chief Executive Officer
Andrés Wainer50Chief Financial Officer
Fernando Jaña43Chief Strategic Planning Officer
Jaime Cohen53Chief Legal Officer
Martín Idígoras45Chief IT Officer
Gonzalo Muñoz59Chief Human Resources Officer
Fabián Castelli55General Manager of Embotelladora del Atlántico S.A.
Renato Barbosa60General Manager of Rio de Janeiro Refrescos Ltda.
José Luis Solorzano50General Manager of Embotelladora Andina S.A.
Francisco Sanfurgo66General Manager of Paraguay Refrescos S.A.

(1)Age at December 31, 2020.

Miguel Angel Peirano

Chief Executive Officer

He holds an electronic engineer degree from the Instituto Tecnológico de Buenos Aires and has postgraduate studies at Harvard Business School and Stanford University. He joined the Company and became Executive Vice President in 2011. Previously, he was senior engagement manager at McKinsey & Company and was president of Coca-Cola Femsa Mercosur.

Andres Wainer

Chief Financial Officer

He holds a business administration degree with a major in economics from the Pontificia Universidad Católica de Chile and a master's degree in finance from the London Business School. He joined the Company in 1996 and since 2010 he has been Chief Financial Officer. Previously, he was development manager at Coca-Cola Andina Argentina, administration and finance manager at Coca-Cola Andina Chile and research and development corporate manager at the Corporate Office.


Jaime Cohen 

Chief Legal Officer

He holds a law degree from the Universidad de Chile and non-resident Senior Fellowa master law degree from the University of Virginia, United States. He joined the Company in 2008. Previously, he was manager of legal affairs at Socovesa S.A. (2004-2008); corporate banking lawyer at Citibank N.A., Santiago de Chile (2000-2004); international associate at Milbank, Tweed, Hadley & McCloy, New York (2001-2002); associate lawyer at Cruzat, Ortúzar & Mackenna, Baker & McKenzie (1996-1999) and lawyer in the Petersen Institutearea of financial and real estate advisory at Banco Edwards (1993-1996).

Gonzalo Muñoz 

Chief Human Resources Officer

He He holds an auditor accountant degree from Universidad de Chile. He joined the Company in 2015. Previously, he was director of finance, general manager and director of human resources in various latin american countries in the British American Tobacco company. He has also served as a professor of marketing at Universidad de Chile.

Martin Idigoras 

Chief Information Technology Officer

He holds a bachelor's degree in systems from Universidad John F. Kennedy in Argentina, with a specialization in information technology. He joined the Company in 2018. Previously he worked for International Economics.17 years at Cencosud. During that time he served as CIO for the home improvement division (2015-2018), regional manager of the SAP center of expertise (2014-2015) and CTO for the home improvement division (2015-2018) and regional CTO (2010-June 2014). He also servesworked in different technology positions in different companies such as directorCorreo Argentino and Arcor.

Fernando Jaña 

Chief Strategic Planning Officer

He holds a industrial civil engineering degree from Universidad Adolfo Ibáñez and a master's degree in logistics and supply chain management from The University of Sydney, Australia. He joined the Company in 2014 and has held his current position since 2019. He was general manager of Coca-Cola del Valle, manager of innovation and projects in Coca-Cola Andina Chile, ecommerce manager at Cencosud Supermercados and logistics and distribution manager at CCU. He has also worked as a teacher and researcher at Universidad Adolfo Ibáñez.

Jose Luis Solorzano 

General Manager Coca-Cola Andina Chile

He holds a business administration degree from Universidad Adolfo Ibáñez, with specialization in the following corporations: Compañía Sudamericana de Vapores; Intervial S.A., Euroamerica S.A.areas of marketing and Ruta del Maipo S.A.finance. He joined the Company in 2003 and since 2014 he has been general manager of Coca-Cola Andina Chile. He previously held the positions of general manager of Coca-Cola Andina Argentina and commercial manager of Coca-Cola Andina Chile. Prior to that, he was commercial manager of Coca-Cola Polar.

 

Mr. FontaineFabian Castelli 

General Manager Coca-Cola Andina Argentina

He holds a industrial engineering degree from Universidad Nacional de Cuyo, with specialization in a management development program at IAE, Argentina and Donald R. Keough System Leadership Academy. He joined the Company in 1994 and since 2014 he has been a membergeneral manager of our boardCoca-Cola Andina Argentina. Previously he held the positions of directors since June 2012. His principal occupation ishead of the mendoza sales department, business development and planning manager, marketing manager and commercial manager. He was also director of AdeS in Argentina, vice president of Asociación de Fabricantes Argentinos de Coca-Cola (AFAC) and Director of Cámara Argentina de Industria de Bebidas sin Alcohol (Argentine Chamber of Non-Alcoholic Beverages Industry).

Renato Barbosa 

General Manager Coca-Cola Andina Brazil

He holds an economist degree from Universidade do Distrito Federal Brazil, with specialization in business and post graduation studies in business from FGV Sao Paulo, Brazil and an MBA in marketing from the FGV Rio de Janeiro, Brazil. He joined the Company in 2012 as a consultant. He also serves as directorgeneral manager of Coca-Cola Andina Brazil. Previously held the position of general manager of Brasal Refrigerantes (Coca-Cola bottler in the following organizations: Bolsa de Comercio de Santiago (Santiago Stock Exchange), Administradora de Inversiones La Construcción S.A., Sigdo Koppers. Advisorcentral-eastern region of Libertad y Desarrollo.Brazil).

 

Mr. AlscherFrancisco Sanfrugo 

General Manager Coca-Cola Paresa

He holds a mechanical engineering degree from Universidad de Concepción and a specialization in project management from Universidad Adolfo Ibáñez. He joined the Company in 1988, and has been general manager of Coca-Cola Paresa since 2005. Previously, he was manager of commercial dimetral in Punta Arenas, branch manager of Citicorp Punta Arenas and general manager of Cervecería memberAustral in Punta Arenas.


B.COMPENSATION

Compensation of our board of directors since June 2012. His principal occupation is as Vice President of Finance for Latin America, The Coca-Cola Company. He does not serve as director in any other organizations.Executive Officers

 

Mr. Vontobel has been a member ofFor our board of directors since June 2012. His principal occupation is as General Manager of Vonpar S.A. He also serves as director in Vonpar S.A.

Mr. Rossi has been a member of our board of directors since June 2012. His principal occupation is as a consultant. He does not serve as director in any other organizations.

B.COMPENSATION

Compensation of Principal Officers

The Company does not provide general incentives other than its compensation plans, except inexecutive officers, the case of its principal officers, whose compensation plans are composed of a fixed remunerationcompensation and a performance bonus, which try to adaptare defined according adapted to the realitycompetitive and competitiveoffer conditions inof each market, and whose amounts vary according to the position and/or exercised responsibility. Suchresponsibility exercised. The performance bonuses are payable only to the extent that personal goals of each principal officer and company goals are met, which are previously definedthe objectives determined by the Company for each case in particular.officer are met.

 

For the period ended December 31, 2015Company's Chief Executive Officer, the amountmain performance indicators are consolidated EBITDA, net income, consolidated cash flow and capex. for general managers of operations, the main performance indicators are EBITDA generated by their operation in local currency, consolidated EBITDA in Chilean pesos, participation in the NARTD (non-alcohol ready-to-drink) market share, safety and certain individualized goals in the event that the Company's Chief Executive Officer so determines.

For corporate officers, the main performance indicators are consolidated EBITDA in Chilean pesos and certain individualized goals in the event that the Company's Chief Executive Officer so determines. Particularly, for those executive officers who, by the nature of their position, are directly related to the Company's investors, there is a payment scheme for their performance bonus that is partly deferred over four years indexed to the Company's share price. Additionally, within the compensation structure for certain executive officers, there are permanence bonuses, which are paid out upon completion of the agreed terms of service.

For 2020, the fixed compensationsremuneration paid to Coca-Cola Andina’s principalAndina's executive officers amounted to ThCh$4,308 (ThCh$3,859Ch$5,259 million (Ch$4,167 million in 2014)2019). Likewise,Similarly, the amount of compensationremuneration paid infor performance bonuses amounted to ThCh$2,362 (ThCh$2,468Ch$2,502 million (Ch$2,407 million in 2014)2019). During 2020, there were no severance indemnities payed to the Company's executive officers. During 2019, the amount paid for severance indemnities to the Company's managers and executive officers amounted to Ch$55 million.

 

During the period ended December 31, 2015 severance payments to managers and principal officers of Embotelladora Andina S.A. were Ch$193 million. During the period ended December 31, 2014 severance payments to managers and principal officers of Embotelladora Andina S.A. were Ch$327 million.

We do not make available to the public information as to the compensation of our executive officers on an individual basis, as disclosure of such information is not required under Chilean law.

 

Compensation of Directors

 

Directors receive an annual fee for attendance to meetingstheir services and participation as members of the board of directors and committees. The amounts paid to each director for attendance at board meetings varies in accordance with the position held and the period of time during which such position is held. Total compensation paid to each director or alternate director during 2015,2020, which was approved by our shareholders, was as follows:

 

 

 

Directors’

 

Executive

 

Directors’ and Audit

 

 

 

 

 

Compensation

 

Committee

 

Committee

 

Total

 

2015

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

 

 

Juan Claro Gonzalez

 

144,000

 

 

 

 

 

144,000

 

Arturo Majlis Albala

 

72,000

 

72,000

 

24,000

 

168,000

 

Gonzalo Said Handal

 

72,000

 

72,000

 

 

 

144,000

 

Jose Antonio Garces Silva

 

72,000

 

72,000

 

 

 

144,000

 

Salvador Said Somavia

 

72,000

 

72,000

 

24,000

 

168,000

 

Eduardo Chadwick Claro

 

72,000

 

72,000

 

 

 

144,000

 

Gonzalo Parot Palma (Ind)

 

72,000

 

 

 

24,000

 

96,000

 

Francisco Crespo

 

72,000

 

 

 

 

 

72,000

 

Cesar Emilio Rodriguez Larrain Salinas

 

72,000

 

 

 

 

 

72,000

 

José Fernando De Gregorio Rebeco

 

72,000

 

 

 

 

 

72,000

 

Juan Andrés Fontaine Talavera

 

72,000

 

 

 

 

 

72,000

 

Franz Alscher

 

72,000

 

 

 

 

 

72,000

 

Ricardo Vontobel

 

72,000

 

 

 

 

 

72,000

 

Mariano Rossi

 

72,000

 

 

 

 

 

72,000

 

Total

 

1,080,000

 

360,000

 

72,000

 

1,512,000

 

2020 Directors’
Compensation
ThCh$
  Executive
Committee
ThCh$
  Directors’ and
Audit Committee
ThCh$
  Total
ThCh$
 
Juan Claro González(1)  144,000           144,000 
Arturo Majlis Albala(2)  54,000   54,000       108,000 
Gonzalo Said Handal  72,000   72,000       144,000 
Jose Antonio Garcés Silva  72,000   72,000       144,000 
Salvador Said Somavía  72,000   72,000   24,000   168,000 
Eduardo Chadwick Claro  72,000   72,000       144,000 
Gonzalo Parot Palma(3)  72,000       24,000   96,000 
Marco Antonio Fernandez De Araujo(4)  51,000           51,000 
Rodrigo Vergara Montes  72,000           72,000 
Mariano Rossi  72,000           72,000 
Roberto Mercadé Rovira  72,000           72,000 
Georges de Bourguignon Arndt  72,000           72,000 
Enrique Rapetti(5)  24,000           24,000 
María del Pilar Lamana Gaete(3)  72,000       24,000   96,000 
Felipe Joannon Vergara  72,000           72,000 
Total Gross  1,065,000   342,000   72,000   1,479,000 

 

(1)Includes Ch$72 million additional as Chairman of the Board.

(2)Left the Board in September 2020.

(3)Independent from controlling shareholder pursuant to Article 50 bis, paragraph 6 of the Chilean Public Company Law N° 18,046.

(4)Joined the Board in April 2020.

(5)Left the Board in April 2020.


For the year that ended on December 31, 2015,2020, the aggregate amount of compensation we paid to all directors and executive officers as a group was Ch$8,1829,355 million of which Ch$6,6707,876 million was paid to our executive officers. We do not disclose to our shareholders or otherwise make available to the public information as to the compensation of our executive officers on an individual basis.basis, as disclosure of such information is not required under Chilean law. We do notonly maintain any pension ora retirement programsplan for our directors orchief executive officers. See “—Employees.”officer.

 

C.BOARD PRACTICES

C.BOARD PRACTICES

 

Our board of directors has regularly scheduled meetings at least once a month, and extraordinary meetings are convened when called by the chairman or when requested by one or more directors. The quorum for a meeting of the board of directors is established by the presence of an absolute majority of its directors. Directors serve terms of 3three years from the date they are elected. Resolutions are passedadopted by the affirmative vote of an absolutea majority of those directors present at the meeting, with the chairman determining the outcome of any tie vote.

 

Benefits upon Termination of Employment

 

There are no contracts providing for benefits to Directorsdirectors upon termination of employment.

 

Executive Committee

 

Our board of directors is counseled by an Executive Committee that proposes Company policies and is currently comprised by the following Directors: Mr. Eduardo Chadwick Claro, Mr. Arturo Majlis Albala, Mr. José Antonio Garcés Silva (junior), Mr. Gonzalo Said Handal, and Mr. Salvador Said Somavía, who were elected during the ordinary Board Session N°1,086Meeting held on April 30, 2013.27, 2021. The Executive Committee is also comprised by the Chairman of the Board, Mr. Juan Claro González and by our chief executive officer who participate by their own rights.

officer. This committee meets permanently throughout the year and normally holds one or two monthly sessions.

 

Directors’ Committee

 

Pursuant to Article 50 bis of Chilean Company Law N°18,046 and in accordance towith the dispositions of Circular N°1956 and Circular N°5601,956 of the Chilean Superintendence of Securities and Insurance,Financial Market Commission (Comisión para el Mercado Financiero – “CMF”) a new Directors’ Committee was elected during the Board Session N°1086 datedMeeting held on April 30, 2013,27, 2021, applying the same election criteria set forth by Circular N°1956.1,956. The directors Mr. Domingo Cruzat Amunátegui and Mr. Gonzalo Parot Palma (as Committee Chairman and(both as Independent Director)Directors), Mr. Arturo Majlis Albala and Mr. Salvador Said Somavía comprisecomprised the Committee. Mr. Gonzalo Parot Palma is the Chairman of the Company’s Directors’ Committee.

 

The duties performed by this Committee during 2015,2020, following the same categorization of faculties and responsibilities established by Article 50 bis of Company Law N°18,046, of the Chilean Superintendence of Securities and Insurance, were the following:

 

·Subject to the duties of the Audit Committee, examine the reports of external auditors, the balance sheets and other financial statements, presented by the administrators of the Company, and take a position on such reports before they were presented to shareholders for their approval.

·                  Examined the reports of external auditors, of the balance sheets and other financial statements, presented by the administrators of the Company to the shareholders, and to take a position on such reports before they are presented to shareholders for their approval.

·Subject to the duties of the Audit Committee, analyze and prepare proposal of external auditors and private rating agencies to the Board of Directors, which were suggested to the respective shareholders’ meeting.

·                  Proposed External Auditors and Private Rating Agencies, accordingly to the Board of Directors were proposed to the Shareholders’ Meeting.

·Examine background information regarding the operations referred to by Title XVI of Law N°18,046 (related parties transactions) and issue a report on those operations.

·                  Examined information regarding the operations referred to by Title XVI of Law N°18,046 and report on these operations. For detailed information regarding these operations, please refer to the Notes of the Consolidated Financial Statements included in this annual report.

·Examine the salary systems and compensation plans of the Company’s managers, executive officers and employees.

·                  Examine the salary systems and compensation plans of managers, principal officers and employees.

·Review anonymous reports.

·                  Reported to the Board of Directors whether it is convenient or not to hire an external auditing Company to render services that do not form part of the external audit, when they are not forbidden in accordance to article 242 of Chilean Law N°18,045 on Securities Market.

·Subject to the duties of the Audit Committee, review and approve the 20F and compliance with Section 404 of the Sarbanes-Oxley Act.

·                  Reviewed and approved the Company’s 20F and verified management compliance with Rule 404 of the Sarbanes Oxley Act (Rule 404 states that management must evaluate Company internal controls on a yearly basis).

·Prepare the budget proposal for the Committee’s operation.

·                  Reviewed anonymous complaints.

·Review internal audit reports.

·                  Reviewed internal audit reports.

·Subject to the duties of the Audit Committee, periodically interview the Company’s external auditors’ representatives.

·                  Reviewed and approved Corporate Policy on Purchases and Investments.

·Interview with Chief Human Resources Officer.

·                  Reviewed and monitored the Internal Control system in accordance to the new COSO 2013 standard.

·Review operating budget between related companies (production joint ventures).

·                  Reviewed and followed up on the implementation of the Coke One System.

·Review corporate insurances.

·                  Reviewed and reported to the Board about the Corporate Policy on Conflict of Interest.

·Review and approve press releases that refer to the Company’s communications.

·                  Followed up on the fulfillment of the Conciliation Agreement concluded with Chile’s National Economic Prosecutor (Fiscalía Nacional Económica)

·Review the Company’s four operations’ internal control standards, including critical risks in accounting processes, compliance of corporate policies, tax contingencies and status of internal and external audit observations.

·                  Requested counseling to comply with General Rule N ° 385 of Chile’s Superintendence of Securities and Insurance, and to follow up on the reports referred to the progress in this area.

·Analyze risk aanagement model.

·                  Acknowledged and analyzed the origin of a new business model for Stills.


·Review Crime Prevention Model Law No. 20,393.

·                  Reviewed the terms of the Corporate Policy on Insurance.

·Review advances in Cybersecurity and IT.

·Review judicial procedures and contingency analysis.

·Review tax status.

·Analyze possible improvements to corporate governance.

·Prepare the Annual Management Report.

 

During 2015, the Directors’ Committee incurred in expenses for Ch$42,354,736. Said expenses were related to counselling by Ernst & Young on internal control issues, market research and corporate transparency analysis and maintenance of the Company’s whistleblowing hotline.

Sarbanes-Oxley Audit Committee

 

In accordance with NYSE and SEC requirements, regarding compliance with the Sarbanes-Oxley Act, the boardBoard of directorsDirectors established the firstan Audit Committee on July 26, 2005. The members of thecurrent Audit Committee are designatedwas elected during the Board Meeting held on April 27, 2021. The Committee is comprised by the Board, and serve until such member’s successor is duly designated or until such member’s earlier resignation or removal.

Any member of the Audit Committee may be removed, with or without cause, by a majority vote of the Board. During Board Session N°1086 dated April 30, 2013,directors Mr. Domingo Cruzat Amunátegui, Mr. Gonzalo Parot Palma, Mr. Arturo Majlis Albala, and Mr. Salvador Said Somavía, were elected as memberswith the Board of our Audit Committee. It was determinedDirectors determining that Mr. Domingo Cruzat Amunátegui and Mr. Gonzalo Parot Palma complied withfulfill the independence standards set forth in Rule 10A-3 of the Sarbanes-OxleyU.S. Exchange Act SEC and applicable NYSE regulations.rules. Mr. Salvador Said Somavía has non-voting observer status, as described in Item 16D. Also, Mr. Parot has been appointedPalma was determined by the Board of Directors to qualify as the audit committee financial expert in accordance with the definitions of the listing standards of the NYSE and the Sarbanes-Oxley Act.SEC.

 

The resolutions, agreements and organization of the Audit Committee are governed by the rules relating to Board Meetings and to the Company’s Directors’ Committee. Since its creation, the sessions of the Audit Committee have been held with the Directors’ Committee, since some of the functions are very similar and the members of both of these Committees are the same.

 

The Audit Committee Charter, thatwhich is available on our website: www.koandina.com, defines the duties and responsibilities of this Committee. The Audit Committee is responsible for analyzing the Company’s financial statements; supporting the financial supervision and rendering of accounts; ensuring management’s development of reliable internal controls; ensuring compliance by the audit department and external auditors of their respective roles; and reviewing auditing practices.

 

For the period ended December 31, 2015, the AuditCulture, Ethics & Sustainability Committee did not incur any expenses.

Ethics Committee

 

The Culture, Ethics and Sustainability Committee was established during the Board of Directors sessionMeeting held on January 28, 2014. This Committee is composedcomprised by three directors, who are appointed by the Board of Directors and will occupy their posts until their successors are elected, or until resignation or dismissal. The current members of the Culture, Ethics and Sustainability Committee are the directors Mr. José Antonio Garcés Silva, Mr. JuanEduardo Chadwick Claro, GonzálezMrs. Carmen Román Arancibia and Mr. José De Gregorio Rebeco.Gonzalo Said Handal, in addition to the Chairman of the Board.

D.EMPLOYEES

Overview

 

D. EMPLOYEES

Overview

OnAs of December 31, 2015,2020, we had 15,42817,354 employees, including 4,345 in Chile (3,240 own and 1,105 outsourced), 7,817 in Brazil (7,715 own and 102 outsourced), 3,102 in Chile, 7,560Argentina (3,012 own and 90 outsourced) and 1,488 in Brazil,Paraguay (1,069 own and 3,288 in Argentina and 1,478 in Paraguay. Of419 outsourced). From these employees, 289915 were temporary employees in Chile, 501387 were temporary employees in Argentina, 0 were temporary in Brazil and 15273 were temporary employees in Paraguay. During the South American Summer, it is customary for us to increase the number of employees in order to meet peak demand. Additionally, in Vital Jugos, Vital Aguas and Envases Central we had 311, 67 and 183 employees, respectively, for a total aggregate amount of 561 employees for those three companies. Additionally, the corporate office had 41 employees.

 

OnAs of December 31, 2015, 1,137; 605; 2,3292020, 2,181, 638, 2,078 and 316410 of our employees in Chile, Brazil, Argentina and Paraguay, respectively, were members of unions.

Management believes that the Company has good relations with its employees.

 

The following table represents a breakdown of our employees for the years ended December 31, 2014,2019 and 2015:2020:

 

 

2014

 

 

 

Chile

 

Brazil

 

Argentina

 

Paraguay

 

 

 

Total

 

Union

 

Non-
Union

 

Total

 

Union

 

Non-
Union

 

Total

 

Union

 

Non-
Union

 

Total

 

Union

 

Non-
Union

 

Executives

 

69

 

 

69

 

60

 

 

60

 

107

 

 

107

 

29

 

 

29

 

Technicians and professionals

 

1,008

 

388

 

620

 

5,278

 

599

 

4,679

 

687

 

10

 

677

 

246

 

24

 

222

 

Workers

 

1,608

 

1,112

 

496

 

2,202

 

13

 

2,189

 

2,021

 

1,801

 

220

 

1,103

 

308

 

795

 

Temporary Workers

 

417

 

 

417

 

20

 

 

20

 

473

 

459

 

14

 

100

 

 

100

 

Total

 

3,102

 

1,500

 

1,602

 

7,560

 

612

 

6,948

 

3,288

 

2,270

 

1,018

 

1,478

 

332

 

1,146

 

 

 

2015

 

 2019 

 

Chile

 

Brazil

 

Argentina

 

Paraguay

 

 Chile(1) Brazil Argentina(2) Paraguay 

 

Total

 

Union

 

Non-
Union

 

Total

 

Union

 

Non-
Union

 

Total

 

Union

 

Non-
Union

 

Total

 

Union

 

Non-
Union

 

 Total Union Non-Union Total Union Non-Union Total Union Non-Union Total Union Non-Union 

Executives

 

69

 

 

56

 

63

 

0

 

63

 

106

 

 

106

 

33

 

 

33

 

  70   0   70   53   1   52 97   0   97   38   0   38 

Technicians and professionals

 

1,008

 

411

 

611

 

5,705

 

535

 

5,170

 

712

 

10

 

702

 

250

 

29

 

221

 

  481   2   479   981   38   943 738   10   728   335   53   282 

Workers

 

1,608

 

726

 

559

 

2,271

 

70

 

2,201

 

2,050

 

1,884

 

166

 

1,084

 

287

 

797

 

  3,029   1,858   1,172   6,998   696   6,302 1,883   1,757   126   1,168   357   811 

Temporary Workers

 

417

 

0

 

289

 

0

 

 

0

 

501

 

435

 

66

 

152

 

 

152

 

Temporary workers  691   1   690   0   0   0 341   271   70   105   0   105 

Total

 

3,102

 

1,137

 

1,515

 

8,039

 

605

 

7,434

 

3,369

 

2,329

 

1,040

 

1,519

 

316

 

1,203

 

  4,271   1,860   2,411   8,032   735   7,297 3,059   2,038   1,021   1,646   410   1,236 


  2020 
  Chile(1)  Brazil Argentina(2)  Paraguay 
  Total  Union  Non-Union  Total  Union  Non-Union Total  Union  Non-Union  Total  Union  Non-Union 
Executives  47   0   47   46   1   45  95   0   95   38   0   38 
Technicians and professionals  567   29   538   928   29   899  739   10   729   332   52   280 
Workers  2,816   2,152   664   6,843   608   6,235  1,881   1,759   122   1,045   358   687 
Temporary workers  915   0   915   0   0   0  386   308   77   73   0   73 
Total  4,345   2,181   2,164   7,817   638   7,179  3,102   2,078   1,024   1,488   410   1,078 

  2019 
   Vital Aguas/Vital Jugos/Envases Central 
   Total   Union   Non-Union 
Executives  10   0   10 
Technicians and professionals  135   44   91 
Workers  375   270   105 
Temporary workers  17   1   16 
Total  537   315   222 

  2020 
   Vital Aguas/Vital Jugos/Envases Central 
   Total   Union   Non-Union 
Executives  10   0   10 
Technicians and professionals  175   101   74 
Workers  264   210   54 
Temporary workers  102   0   102 
Total  561   309   252 

 

Management believes

(1)Information for Chile includes only Andina Chile.

(2)Argentina includes AEASA.

Note: The number of employees is calculated as equivalent to full time hours, which means that is has good relations with itsextraordinary hours are considered as additional employees.

 

Chile

 

In Chile, we continue to make provisions for severance indemnities in accordance with our collective bargaining agreements and current labor legislations, in the amount of one month’smonth’s salary for every year of employment subject to certain restrictions. In addition, we complementbenefit our employees’employees with a contribution to oura health insurance system thus decreasingthat complements what the employee pays, which contributes to decrease health costs for the employees’ families. Employees are required to contribute funds for financing pension funds, which are mainly managed by private entities.

 

In Chile 56.5%64.53% of employees with indefinite work contracts are membersaffiliated with a labor union organization, with a total of 13 labor unions. The followingunion organizations and a total of 17 collective bargaining agreements are in effect as of December 31, 2015 in the city of Santiago: (i) with Labor Union N° 1, that mainly represents workers from the bottling area, from December 1, 2015 to November 30, 2018; (ii) with Labor Union N°2, that mainly represents personnel from the areas of management, logistics and operations specialists from June 1, 2015 to June 1, 2018; (iii) with Labor Union N°3 that mainly represents sales force employees from May 1, 2014 to April 30, 2018; (iv) Collective contract with Workers Union N°3 of new salesforce from June 1, 2013 to May 31, 2016; (v) Agreement with sales force negotiating group in force since June 1, 2013 through May 31, 2016; (vi) Collective Contract with Labor Union TAR, that represents workers from the distribution area from July 1, 2012 to June 30, 2016; and collective agreement with the picking area workers from the Venecia, Renca and Carlos Valdovinos branches, from March 1st 2011, to February 28, 2015 and (vii) collective contract with a group of workers in the area of operations of the new plant Renca, effective as from July 1, 2015, until June 30, 2018.agreements.

 

The agreements in force as of December 31, 2015 in Coquimbo are: (i) Workers Union N°1 Agreement, formed mainly by workers from the production area, in force since March 1, 2013 through February 28, 2016; (ii) National Workers Union N°1 Agreement, which represents a part of the Administrative Employees and salesman, in force since January 1, 2014 through November 30, 2016; (iii) Collective Agreement formed mainly by Administrative Employees which is in force since September 1, 2013 through August 31, 2016; (iv) Transportation Collective Agreement, in force since May 1, 2014 through October 31, 2016. The collective agreements in force as of December 31, 2015 in Antofagasta (v) Collective agreement with Workers Union N°1 formed mainly by workers form the production area, in force since May 1 2014 through April 30, 2017; (vi) Collective agreement with Workers Union N°2, form by personnel from different areas, in force since November 27, 2013 through November 30, 2016; (vii) collective agreement with the salesmen negotiating group, in force since December 1, 2013 through November 30, 2016; (viii) Collective agreement with transportation workers from the base zone, in force since May 4, 2014 through May 4, 2017, and (ix) Collective agreement with transportation workers from Calama, in force since October 1, 2013 through September 30, 2016. Finally, the collective agreements in force as of December 31, 2015 in Punta Arenas are: (i) Collective agreement with the workers union in Punta Arenas, which mainly represents workers from the Production Area, in force since August 1, 2013, through July 31, 2016; (ii) Collective Agreement with InterAreas personnel, in force since February 1, 2014 through December 31, 2016, and (iii) Collective agreement with Transportation workers, in force since December 1, 2013 through November 30, 2016.

Brazil

 

In Brazil, 7.5%8.27% of our employees are members of labor unions. Collective bargaining agreements are negotiated on an industry-wide basis, although companies can negotiate special terms for their affiliates that apply to all employees in each jurisdiction where companies have a plant. Collective bargaining agreements are generally binding for one year.

 

With respect to Andina Brazil, there are twenty31 collective bargaining agreements currently in force.force as of December 31, 2020.

 

Twelve agreements for employees in the State of Rio de Janeiro:

(i)                                     the Soft Drink Industry Employees’ Union agreement from July 1, 2015  to June 30, 2016;

(ii)                                  the Sales Force Union agreement from May 1, 2015 to April 30, 2016;

(iii)The Sales Force II Union agreement from August 1, 2015 to July 31, 2016;

(iv)                              the “Forklift “ Operator Union agreement from May 1, 2015 to April 30, 2016;

(v)                                 the “Forklift “ II Operator Union agreement from August 1, 2015 to July 31, 2016;

(vi)                              the Driver and Helper of the Lagos Region Union agreement from May 1, 2015 through April 30, 2016;

(vii)                           the Driver and Helper of the Lagos Region II Union agreement from May 1, 2015 through April 30, 2016;

(viii)                        Collective bargaining agreement executed with the Drivers and Nova Iguaçu Helpers effective from May 1, 2015 until April 30, 2016;

(ix)                              Agreement with the Drivers and Helpers Workers’ Union of Sao Goncalo in force since May 1, 2015 through April 30, 2016;

(x)                                 Agreement with the Drivers and Helpers Workers’ Union of Rio de Janeiro in force since May 1, 2015 through April 30, 2016;

(xi)                              Agreement with the Drivers and Helpers Workers’ Union of Campos in force since May 1, 2015 through April 30, 2016; and

(xii)                           Agreement with the Drivers and Helpers Workers’ Union of Itaperuna in force since May 1, 2015 through April 30, 2016.

Four agreements for employees in the State of Espírito Santo:

(i)                                     the Nourishment Union agreement from July 1, 2015 to June 30, 2016;

(ii)                                  the Sales Force Union agreement from May 1, 2015 to April 30, 2016;

(iii)                               the Sales Force Union II agreement from May 1, 2015 to April 30, 2016; and

(iv)                              Agreement with the Drivers and Helpers Workers’ Union of the State of Espírito Santo in force since May 1, 2015 through April 30, 2016.

Seven agreements with employees from the State of São Paulo:

(i)                                     Workers Union for the Beverage Industry of Ribeirão Preto since October 1, 2015 through September 1, 2016;

(ii)                                  Agreement with the Trade Workers Union for the region of Araraquara since October 1, 2015 through September 1, 2016;

(iii)                               Agreement with the Trade Workers Union for the region of Franca since October 1, 2015 through September 1, 2016;

(i)                                     Agreement with the Transportation Workers Union for the regions of Ribeirão Preto since May 1, 2015 through April 30, 2016;

(ii)                                   Agreement with the Transportation Workers Union for the regions of Ribeirão Preto since May 1, 2015 through April 30, 2016;

(iii)                                Agreement with the Transportation Workers Union for the regions of Franca since May 1, 2015 through April 30, 2016;

(iv)                               Agreement with the Transportation Workers Union for the regions of Araquara since May 1, 2015 through April 30, 2016;

(v)                                  Agreement with the Transportation Workers Union for the regions of Mococa since May 1, 2015 through April 30, 2016;

(vi)                               Agreement with the Salesmen Union of the State of São Paulo since July 1, 2015 through June 30, 2016;  and

(vii)                            Agreement with the Security Technicians Union for the region of Ribeirão Preto, Franca, Araraquara and Mococa since May 1, 2015 through April 30, 2016.

These agreements do not require us to increase wages on a collective basis. Selected increases were granted, however, mainly in the manufacturing area.according to inflation. We provide benefits to our employees according to the relevant legislation and to the collective bargaining agreements. Andina Brazil experienced its most recent work stoppages in December 2014, for three days organized by the drivers of internal buses.buses in the Espirito Santo operation. However, as this operation no longer uses internal buses, such work stoppages are not expected to occur in the future.

 

Argentina

 

In Argentina, 69%66.6% of EDASA’s employees are parties to collective bargaining agreements and are represented by local workers’ unions associated with a national federation of unions. The Argentine Chamber of Non-Alcoholic Beverages of the Argentine Republic (Cámara Argentina de Industria de Bebidas sin Alcohol de la República ArgentinaArgentina) (the “Chamber”) and the Argentine Workers Federation of Carbonated Water (Federación Argentina de Trabajadores de Aguas Gaseosas) (the “Federation”) are parties to a collective bargaining agreement that began July 29, 2008. On November 24, 2015,27, 2020, the Chamber and the Federation entered into a new collective bargaining agreement establishing new salaries, new nonnon- salary benefits and a new complementary regulation on company contributions.

 


Argentine law requires severance payments upon dismissal without cause in an amount at least equal to an average of one-month’s wages for each year of employment or a fraction thereof if employed longer than three months. Severance payments are subject to maximum and minimum amounts fixed by legislations and jurisprudence of the Justice Supreme Court of Argentina.

 

On December 13, 2019, a public emergency in occupational matters was declared, which was in force throughout 2020. Consequently, during this period in the event of a employees’s dismissal without just cause, the employees shall be entitled to receive double the compensation referred to in the preceding paragraph. Along with this, on March 31, 2020, by means of a Decree of Need and Urgency, the national government banned dismissals without just cause and on the grounds of lack or decrease in labor and force majeure. This measure was originally valid for 90 days, but then had successive extensions, such that the measure was in force throughout 2020.

All employee contributions are made to the state social security system. Most of the health system in the Argentine territory is run by the unions through contributions from employees within the Collective Work Agreements (CCT — Convenios Colectivos de Trabajo).

 

Paraguay

 

In Paraguay, 20.8%27.6% of PARESA’s employees are members of labor unions. Collective bargaining agreements are negotiated with the company (Coca-Cola Paresa Paraguay). Unions can negotiate special terms for their members, which are applicable to all employees. Collective bargaining agreements generally have a two year term of duration.

 

The collective bargaining agreements that are currently in force are: (1) Collective bargaining agreement executed with the Authentic Workers’ Union of Paraguay Refrescos effective from June 16, 2015 to June 15, 2017; and (2) Workers’ Union of Paraguay Refrescos effective from April 10, 2015 to September 10, 2016.

E.SHARE OWNERSHIP

E.SHARE OWNERSHIP

 

The following table sets forth the amount and percentage of our shares beneficially owned by our directors members of the Directors’ Committee and senior executivesexecutive officers as of December 31, 2015.2020.

 

 

Series A

 

Series B

 

 Series A Series B 

 

Beneficial
Owner

 

%
Class

 

Direct
Owner

 

%
Class

 

Indirect
Owner

 

%
Class

 

Beneficial
Owner

 

%
Class

 

Direct
Owner

 

%
Class

 

Indirect
Owner

 

%
Class

 

 Beneficial
Owner
  % Class  Direct
Owner
  % Class  Indirect
Owner
  % Class Beneficial
Owner
  % Class  Direct
Owner
  % Class  Indirect
Owner
  % Class 

Shareholder

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                               

José Antonio Garcés Silva

 

 

 

 

 

52,987,375

 

11.19

 

 

 

 

 

25,728,183

 

5.43

 

              65,487,786   13.84              13,028,183   2.75 

Arturo Majlis Albala

 

 

 

 

 

2,150

 

0.0006

 

 

 

5,220

 

0.0014

 

 

 

Salvador Said Somavía

 

 

 

 

 

52,987,375

 

11.19

 

 

 

 

 

49,700,463

 

10.50

 

              65,487,786   13.84              37,000,463   7.82 

Gonzalo Said Handal

 

 

 

 

 

52,987,375

 

11.19

 

11,761,462

 

3.094

 

 

 

37,914,463

 

8.018

 

              65,489,786   13.84  ---   ---         25,214,463   5.33 

Eduardo Chadwick Claro

 

 

 

 

 

 

 

 

 

52,987,375

 

11.19

 

 

 

 

 

 

 

 

 

52,989,382

 

11.19

 

        63,327   0.01   65,683,396   13.88        63,327   0.01   22,918,824   4.84 

 

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A.MAJOR SHAREHOLDERS

A.MAJOR SHAREHOLDERS

 

The following table sets forth certain information concerning beneficial ownership of our capital stock with respect to the principal shareholders known to us who maintain at least a 5% beneficial ownership in our shares and with respect to all of our directors and executive officers as a group as of December 31, 2015:2020:

 

 

Series A

 

Series B

 

  Series A   Series B 

Shareholder

 

Shares

 

% Class

 

Shares

 

% Class

 

  Shares   % Class   Shares   % Class 

Controlling shareholders(1)

 

263,718,485

 

55.7

 

207,253,769

 

43.8

 

  262,148,781   55.39   98,161,933   20.74 

The Bank of New York Mellon(2)

 

11,023,308

 

2.33

 

50,815,002

 

10.7

 

  2,458,494   0.52   13,167,618   2.78 

The Coca-Cola Company, directly or through subsidiaries

 

69,348,241

 

14.7

 

69,348,241

 

14.7

 

  69,348,241   14.65       

AFPs as a group (Chilean pension funds)

 

21,772,987

 

4.6

 

7,205,884

 

1.5

 

  32,248,480   6.81   53,912,262   11.39 

Principal foreign funds as a group

 

11,023,308

 

2.33

 

50,815,002

 

10.7

 

International Shareholders  37,920,965   8.01   135,083,304   28.54 

Executive officers as a group

 

0

 

0

 

0

 

0

 

            

Directors as a group(3)

 

215,327,365

 

45.49

 

165,686,166

 

35.0

 

  262,148,781   55.39   98,161,933   20.74 

 


(1)

Our(1)

For further information of our controlling shareholders, are: Inversiones SH Seis Limitada, Inversiones Cabildo SpA, Inversiones Chucao Limitada (legal successor of Inversiones EI Olivillo Limitada and Inversiones Alerce Limitada), Inversiones Nueva Delta S.A., Inversiones Nueva Delta Dos S.A., Inversiones Las Gaviotas Dos Limitada, Inversiones Playa Negra Dos Limitada today known as Inversiones Negra SpA, Inversiones Don Alfonso Dos Limitada, today known as Don Alfonso Limitada, Inversiones El Campanario Dos Limitada, today known as Inversiones El Campanario Limitada, Inversiones Los Robles Dos Limitada, today known as Inversiones Los Robles Limitada and Inversiones Las Viñas Dos Limitada, today known as Inversiones Las Niñas Dos SpA.; the estate of Jaime Said Demaría; José Said Saffie; José Antonio Garcés Silva and Alberto Hurtado Fuenzalida.

see below.

(2)

(2)

Acting as Depositary for ADRs.

(3)

(3)

Represents shares held directly and indirectly by Mr. Gonzalo Said Handal, Mr. José Antonio Garcés Silva (junior), Mr. Salvador Said Somavía and Mr. Eduardo Chadwick Claro.

As of December 31, 2020, approximately 91.47% of our Series A shares and 68.68% of our Series B shares are held in Chile. It is not practicable for us to determine the number of record holders in Chile.

Our controlling shareholders are: Inversiones SH Seis Limitada (controlled by family Said Handal), Inversiones Cabildo SpA (controlled by the Said Somavia family), Inversiones Nueva Delta S.A. (controlled by the Garcés Silva family), Inversiones Nueva Sofia Limitada (controlled by the Garcés Silva family), Inversiones Playa Amarilla SpA (controlled by Andres Herrera Ramirez), Inversiones Playa Negra SpA (controlled by Patricia Claro Marchant), Inversiones Don Alfonso Limitada (controlled by María de la Luz Chadwick Hurtado), Inversiones El Campanario Limitada (controlled by María Soledad Chadwick Claro), Inversiones Los Robles Limitada (controlled by María Carolina Chadwick Claro), Inversiones Las Niñas Dos SpA (controlled by Eduardo Chadwick Claro), and the estates of Jaime Said Demaría, José Said Saffie and José Antonio Garcés Silva.

Below is a summary of the members of our controlling shareholders or their related persons and the numbers of shares and percentage they hold in Andina (including series A and series B shares):

Controlling Shareholder Entity Series A  Series B 
Inversiones SH Seis Limitada(1)  65,489,786   25,164,863 
Estate of Mr. Jaime Said Demaría (1)  -   49,600 
Total of shares percentage of Andina:  13.8371%  5.3275%
Inversiones Cabildo SpA(2)  65,487,786   36,950,863 
Estate of Mr. José Said Saffie(2)  -   49,600 
Total of shares percentage of Andina:  13.8367%  7.8178%
Inversiones Nueva Delta S.A.(3)  58,927,056   - 
Inversiones Nueva Delta Dos S.A.(3)  3,574,999   - 
Inversiones Nueva Sofía Limitada(3)  2,985,731   12,978,583 
José Antonio Garcés Silva(3)  -   49,600 
Total of shares percentage of Andina:  13.8367%  2.7527%
Inversiones Playa Amarilla SpA(4)  16,689,895   8,513,594 
Inversiones Playa Negra SpA(4)  637,205   315,939 
Inversiones El Campanario Limitada(4)  12,089,074   - 
Inversiones Los Robles Limitada(4)  12,089,074   6,638,363 
Inversiones Las Niñas Dos SpA(4)  12,089,074   - 
Inversiones Don Alfonso Limitada(4)  12,089,074   7,450,928 
Eduardo Chadwick Claro(4)  63,327   63,327 
Total of shares percentage of Andina:  13.8914%  4.8559%


(1)Inversiones SH Seis Limitada is controlled by the Said Handal family. The family members are: Jaime, Gonzalo, Javier, Bárbara, Marisol and Cristina Said Handal.

(2)Inversiones Cabildo SpA is controlled by the Said Somavia family. The family members are: Isabel Margarita Somavía Dittborn and Salvador, Isabel, Constanza and Loreto Said Somavía.

(3)Inversiones Nueva Delta S.A., Inversiones Nueva Delta Dos S.A. and Inversiones Nueva Sofía Limitada are controlled by the Garcés Silva family. The family members are: José Antonio Garcés Silva (father), María Teresa Silva Silva and María Teresa, María Paz, José Antonio (Jr.), Matías Alberto and Andrés Sergio Garcés Silva.

(4)Inversiones Playa Amarilla SpA is controlled by Andrés Herrera Ramírez; Inversiones Playa Negra SpA is controlled by Patricia Claro Marchant; Inversiones Don Alfonso Limitada is controlled María de la Luz Chadwick Hurtado; Inversiones El Campanario Limitada is controlled by María Soledad Chadwick Hurtado; Inversiones Los Robles Limitada is controlled by María Carolina Chadwick Claro; and Mr. Arturo Majlis Albala.

Inversiones Las Niñas Dos SpA is controlled by Eduardo Chadwick Claro.

 

Our controlling shareholders act pursuant to a shareholders’ agreement that establishes that this group will exercise joint control in order to ensure a majority vote at shareholders’ meetings and board sessions.meetings. Our controlling shareholders pass resolutions with the simply majority approval of at least four of the five parties, except with respect to the following matters, which require aan unanimous decision:

 

·carrying out of new business activities different from our current line of business (unless related to “ready to drink products” or Coca-Cola products);

·                  the carrying out of new business activities different from our current line of business (unless related to “ready to drink products” or Coca Cola products);

·amendment of the number of our directors;

·issuances of new shares;

·spin-offs or mergers;

·capital increases (subject to certain indebtedness thresholds); and

·the joint acquisition of our Series A shares.

 

·                  the amendment of the number of our directors;

·                  issuances of new shares;

·                  spin-offs or mergers;

·                  capital increases (subject to certain indebtedness thresholds); and

·                  the joint acquisition of our Series A shares.

In connection with The Coca-Cola Company’s investment in us, The Coca-Cola Company and our controlling shareholders entered into a Shareholders’ Agreement dated September 5, 1996, as amended (the “Amended and Restated Shareholders Agreement or Shareholders’ Agreement”-incorporated,included as Exhibitexhibit to the Form 20-F)this annual report), providing for certain restrictions on the transfer of shares of our capital stock by the Coca-Cola Shareholders and our controlling shareholders. Specifically, our controlling shareholders are 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 matters, including the right of the Coca-Cola shareholders to elect two members of our board of directors soas long as The Coca-Cola Company and its subsidiaries collectively own, in aggregate, a certain percentage of the Series A shares. In addition, in related agreements, our controlling shareholders granted The Coca-Cola Company an option, exercisable upon the occurrence of certain changes in the beneficial ownership of the Controlling Group,controlling shareholders, to acquire 100% of the Series A shares held by our controlling shareholders at a price and in accordance with procedures established in such agreements.

 

B.RELATED PARTY TRANSACTIONS

B.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 Notenote 12.3 to our Consolidated Financial Statementsconsolidated financial statements and were carried out under the following conditions: (i) they were previously approved by the Company’s Board of Directors, with the abstention of the director involved in the corresponding case; (ii) the purpose of these transactions was to contribute to the Company’s interest; and (iii) they were consistent with prevailing market price, terms and conditions at the time of their approval. Our Directors’ Committee is charged withresponsible for evaluating transactions with related parties and to report onfor reporting these transactions to the full board of directors. See “Item 6. Directors, Senior Management and Employees—Directors’ Committee.”Committee”.

 

Our management believes, to the best of its knowledge, that it has complied in all material respects with the Chilean Public Company law regarding to the transactions with related parties in effect atas of December 31, 2015.2020. There can be no assurance, however, that these regulations will not be modified in the future.

 

C.INTERESTS OF EXPERTS AND COUNSEL

C.INTERESTS OF EXPERTS AND COUNSEL

 

Not applicable.

ITEM 8.FINANCIAL INFORMATION

 

ITEM 8.FINANCIAL INFORMATION

A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION


 

See “Item 18. —Financial18 - Financial Statements” for our Consolidated Financial Statementsconsolidated financial statements filed as part of this annual report.

 

Contingencies

 

We are party to certain legal proceedings that have arisen during the normal course of business, and we believe none of them are likely to have a material adverse effect on our financial condition. In accordance with accounting principles, the provisions regarding legal proceedings must be recorded if said procedures are reasonably probable to be resolved against the Company.

 

The following table represents accounting provisions made as of December 31, 20142019 and 2015,2020, for potential loss contingencies stemming from labor, tax, commercial and other litigation faced by our Company:

 

 

For the year ended December 31,

 

 For the year ended December 31, 

 

2014

 

2015

 

 2019  2020 

 

Million Ch$

 

 Million Ch$ 

Chile

 

366

 

263

 

  2,065   1,301 

Brazil

 

76,016

 

62,571

 

  66,070   47,946 

Argentina

 

1,430

 

1,468

 

  968   789 
Paraguay  3   34 

Total

 

77,812

 

64,302

 

  69,108   50,070 

 

For more details, see note 23 of our consolidated financial statements included herein.

Dividend Policy

 

The declaration and payment of dividends are determined, subject to the limitations set forth below, by the affirmative vote of a majority of our shareholders at a general shareholders’ meeting, based upon the recommendation of our board of directors.

 

At our annual ordinary shareholders’ meeting, our board of directors submits our annual financial statements for the preceding fiscal year together with reports prepared by our Audit Committee for approval by our shareholders. Once our shareholders have approved our annual financial statements, they determine the allocation of our net income, after provision for income taxes and legal reserves for the preceding year and taking into accountconsidering the accumulation of losses from prior periods. All shares of our capital stock outstanding at the time a dividend or other distribution is declared are entitled to share equally in that dividend or other distribution, except that holders of our Series B shares are entitled to a dividend 10% greater than any dividend on Series A shares.

 

Pursuant to Chilean law, we must distribute cash dividends equal to at least 30% of our annual net income, calculated in accordance with IFRS. If we do not record any net income in a given year, we are not legally required to distribute dividends from accumulated earnings. At the annualgeneral shareholders’ meeting of shareholders held inon April of 2014,15, 2021, our shareholders authorized our board of directors to distribute at its discretion, interimfinal dividends during 2014on account of 2020 fiscal year and 2015.an Additional dividend on account of retained earnings.

 

During 2013, 20142018, 2019 and 2015,2020, our respective general shareholders’ meetings approved additional dividend payments to be paid from retained earnings, given our significant cash generation. These additional dividend payments for 2013, 20142018, 2019 and 20152020 are not indicative of whether or not additional dividend payments will be made in any future period.

 

The following table sets forth the amount in Chilean pesos of dividends declared and paid per share each year and the U.S. dollar amounts paid to shareholders (each ADR represents six shares), on each of the respective payment dates:

 

 

 

 

 

 

Aggregate
Amount of
Dividends

 

Series A

 

Series B

 

Dividend
Approval Date

 

Dividend
payment Date

 

Fiscal year with respect
to which dividend was
declared

 

Declared and
Paid (Ch$
millions)

 

Ch$
per
share

 

US$
per
share

 

Ch$
per
share

 

US$
per
share

 

12-22-15

 

01-28-16

 

2015

 

16,896

 

17.00

 

0.02374

 

18.70

 

0.02611

 

09-29-15

 

10-29-15

 

2015

 

14,908

 

15.00

 

0.02182

 

16.50

 

0.02400

 

04-22-15

 

08-28-15

 

Accumulated earnings

 

14,908

 

15.00

 

0.02144

 

16.50

 

0.02358

 

04-22-15

 

05-29-15

 

2014

 

14,908

 

15.00

 

0.02429

 

16.50

 

0.02673

 

12-18-14

 

01-29-15

 

2014

 

8,945

 

9.00

 

0.01446

 

9.90

 

0.01590

 

09-30-14

 

10-29-14

 

2014

 

13,020

 

13.10

 

0.02252

 

14.41

 

0.02478

 

04-21-14

 

08-20-14

 

Accumulated earnings

 

12,295

 

12.37

 

0.02138

 

13.607

 

0.02352

 

04-21-14

 

05-16-14

 

Accumulated earnings

 

12,295

 

12.37

 

0.02234

 

13.607

 

0.02458

 

04-21-14

 

05-16-14

 

2013

 

1,451

 

1.46

 

0.00264

 

1.606

 

0.00290

 

12-18-14

 

01-29-15

 

2014

 

8,945

 

9.0

 

0.01446

 

9.9

 

0.01591

 

12-17-13

 

01-23-14

 

2013

 

13,020

 

13.1

 

0.02407

 

14.41

 

0.02648

 

04-24-13

 

11-15-13

 

Accumulated earnings

 

46,713

 

47.0

 

0.09023

 

51.7

 

0.09925

 

05-28-13

 

06-26-13

 

2013

 

12,225

 

12.3

 

0.02419

 

13.53

 

0.02660

 

04-25-13

 

05-20-13

 

Accumulated earnings

 

12,225

 

12.3

 

0.02581

 

13.53

 

0.02814

 

11-20-12

 

12-27-12

 

2012

 

24,331

 

24.48

 

0.05110

 

26.930

 

0.05621

 

10-02-12

 

10-30-12

 

2012

 

12,165

 

12.24

 

0.02550

 

13.460

 

0.02805

 

02-27-12

 

05-31-12

 

Accumulated earnings

 

19,398

 

24.3

 

0.04692

 

26.730

 

0.05161

 

04-27-12

 

05-11-12

 

2011

 

8,757

 

10.97

 

0.02256

 

12.067

 

0.02481

 

04-27-11

 

07-26-11

 

Accumulated earnings

 

39,914

 

50.0

 

0.10811

 

55.000

 

0.11892

 


Dividend
Approval  
 Dividend  Fiscal year with
respect to which
  Aggregate Amount
of Dividends
Declared and Paid
  Series A  Series B 

Date 

 

payment Date 

 

dividend was declared 

  

(Ch$ millions)

  

Ch$ per share 

  

US$ per share

  

Ch$ per share

  

US$ per share

 
12-22-2020 01-29-2021  2020   25,841   26.00   0.03507   28.60   0.03858 
10-27-2020 11-24-2020  2020   25,841   26.00   0.03394   28.60   0.03734 
02-25-2020 08-28-2020  Accumulated earnings   25,841   26.00   0.03315   28.60   0.03647 
02-25-2020 05-29-2020  2019   25,841   26.00   0.03199   28.60   0.03519 
12-20-2019 01-23-2020  2019   22,462   22.60   0.02927   24.86   0.03220 
09-24-2019 10-24-2019  2019   21,369   21.50   0.02961   23.65   0.03257 
04-17-2019 08-29-2019  Accumulated earnings   21,369   21.50   0.02969   23.65   0.03266 
04-17-2019 05-30-2019  2018   21,369   21.50   0.03036   23.65   0.03339 
12-20-2018 01-24-2019  2018   21,369   21.50   0.03199   23.65   0.03519 
09-25-2018 10-25-2018  2018   21,369   21.50   0.03127   23.65   0.03440 
04-19-2018 08-30-2018  Accumulated earnings   21,369   21.50   0.03160   23.65   0.03475 
04-19-2018 05-31-2018  2017   21,369   21.50   0.03406   23.65   0.03746 
12-22-2017 01-25-2018  2017   21,369   21.50   0.03587   23.65   0.03946 
09-27-2017 10-26-2017  2017   18,884   19.00   0.03018   20.90   0.03319 
04-26-2017 08-31-2017  Accumulated earnings   18,884   19.00   0.03021   20.90   0.03323 
04-26-2017 05-30-2017  2016   18,884   19.00   0.02814   20.90   0.03095 
12-22-2016 01-26-2017  2016   18,884   19.00   0.02931   20.90   0.03224 
09-27-2016 10-27-2016  2016   16,896   17.00   0.02601   18.70   0.02861 
04-21-2016 08-27-2016  Accumulated earnings   16,896   17.00   0.02564   18.70   0.02821 
04-21-2016 05-27-2016  2015   16,896   17.00   0.02473   18.70   0.02721 
12-22-2015 01-28-2016  2015   16,896   17.00   0.02374   18.70   0.02611 
09-29-2015 10-29-2015  2015   14,908   15.00   0.02182   16.50   0.02400 
04-22-2015 08-28-2015  Accumulated earnings   14,908   15.00   0.02144   16.50   0.02358 
04-22-2015 05-29-2015  2014   14,908   15.00   0.02429   16.50   0.02673 
12-18-2014 01-29-2015  2014   8,946   9.00   0.01446   9.90   0.01590 

 

B.SIGNIFICANT CHANGESAt our general shareholders’ meeting held on April 15, 2021, the distribution of dividends corresponding to the year 2020 were approved. The general shareholders’ meeting approved to distribute definitive dividends for the amount of Ch$25,841,367,092, and additional dividends for the amount of Ch$25,841,367,092, which are expected to be paid in May and August, 2021, respectively.

B.SIGNIFICANT CHANGES

 

We are not aware of any changes bearing upon our financial condition since the date of the financial statements included in this annual report.

 

ITEM 9.THE OFFER AND LISTINGITEM 9.THE OFFER AND LISTING

A.OFFER AND LISTING DETAILS

Our common shares are listed and traded on the Santiago Stock Exchange and on the Bolsa Electrónica de Chile (the Chilean Electronic Stock Exchange) and, until October 2018, were listed on the Bolsa de Corredores de Valparaiso (the Valparaiso Brokers Stock Exchange), which closed operations in October 2018.

 

A.OFFER AND LISTING DETAILS

Shares ofAlso, our common stock trade in Chile on the Bolsa de Comercio de Santiago, the Bolsa de Valores Electrónica and the Bolsa de Valores de Valparaíso. Also, shares of our common stock have been traded in the United States on the New York Stock Exchange (“NYSE”) since July 14, 1994 in the form of ADRs, which represent six common shares of common stock.each. The Depositary for the ADRs is The Bank of New York Mellon.York.

 

The table below shows the high and low daily closing prices of the common stock in Chilean pesos and the trading volume of the common stock on the Santiago Stock Exchange for the periods indicated. It also shows the high and low daily closing prices of the ADRs and the volume traded in the NYSE.

 

 

Share Volume
(in thousands)

 

Ch$ per Share

 

 

 

Series A

 

Series B

 

Series A

 

Series B

 

 

 

 

 

 

 

High

 

Low

 

High

 

Low

 

2009

 

63,647

 

125,476

 

1,440

 

1,088

 

1,740

 

1,262

 

2010

 

15,196

 

110,049

 

2,072

 

1,282

 

2,501

 

1,621

 

2011

 

38,416

 

79,599

 

2,120

 

1,600

 

2,521

 

1,780

 

2012

 

45,877

 

123,437

 

2,550

 

1,847

 

3,155

 

2,220

 

2013

 

41,873

 

79,618

 

2,622

 

1,847

 

3,350

 

2,310

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Quarter

 

12,606

 

36,919

 

1,890

 

1,590

 

2,525

 

1,900

 

2nd Quarter

 

14,817

 

22,665

 

1,840

 

1,600

 

2,380

 

1,982

 

3rd Quarter

 

10,363

 

27,004

 

1,730

 

1,590

 

2,123

 

1,865

 

4th Quarter

 

16,478

 

27,034

 

1,640

 

1,400

 

1,975

 

1,705

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Quarter

 

10,104

 

22,584

 

1,500

 

1,350

 

1,829

 

1,550

 

2nd Quarter

 

11,388

 

47,093

 

1,680

 

1,300

 

2,180

 

1,585

 

3rd Quarter

 

10,044

 

33,332

 

2,200

 

1,510

 

2,800

 

1,800

 

4th Quarter

 

11,837

 

23,200

 

2,200

 

1,830

 

2,710

 

1,970

 

Last six months

 

 

 

 

 

 

 

 

 

 

 

 

 

Oct-15

 

1,585

 

9,929

 

2,200

 

1,999

 

2,710

 

2,300

 

Nov-15

 

6,573

 

7,119

 

2,050

 

1,925

 

2,563

 

2,144

 

Dec-15

 

3,678

 

6,151

 

2,000

 

1,830

 

2,300

 

1,970

 

Jan-16

 

4,736

 

8,259

 

1,970

 

1,674

 

2,100

 

1,750

 

Feb-16

 

3,195

 

7,686

 

1,800

 

1,600

 

2,125

 

1,903

 

Mar-16

 

2,139

 

8,924

 

1,900

 

1,750

 

2,240

 

2,030

 

 

 

ADR Volume
(in thousands)

 

US$ per Share

 

 

 

Series A

 

Series B

 

Series A

 

Series B

 

 

 

 

 

 

 

High

 

Low

 

High

 

Low

 

2009

 

1,307

 

6,366

 

17.19

 

10.26

 

18.50

 

12.36

 

2010

 

2,076

 

7,140

 

28.83

 

15.04

 

31.40

 

18.68

 

2011

 

911

 

5,089

 

26.25

 

15.04

 

31.41

 

21.00

 

2012

 

1,276

 

6,030

 

33

 

21

 

40

 

26

 

2013

 

1,351

 

4,930

 

34.07

 

15.04

 

42.23

 

26.51

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Quarter

 

457

 

2,567

 

21.50

 

16.59

 

28.25

 

19.75

 

2nd Quarter

 

393

 

2,257

 

21.45

 

17.06

 

25.75

 

21.19

 

3rd Quarter

 

167

 

2,346

 

19.08

 

16.04

 

22.96

 

18.19

 

4th Quarter

 

498

 

2,843

 

16.15

 

14.00

 

19.93

 

16.82

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Quarter

 

237

 

1,861

 

15.00

 

12.14

 

17.77

 

14.87

 

2nd Quarter

 

150

 

4,716

 

16.48

 

12.56

 

21.46

 

15.32

 

3rd Quarter

 

221

 

2,718

 

18.68

 

13.18

 

23.74

 

16.35

 

4th Quarter

 

199

 

2,606

 

19.20

 

15.14

 

24.01

 

16.56

 

Last six months

 

 

 

 

 

 

 

 

 

 

 

 

 

Oct-15

 

63

 

1,311

 

19.20

 

16.67

 

24.01

 

20.00

 

Nov-15

 

88

 

505

 

17.48

 

15.31

 

22.33

 

18.28

 

Dec-15

 

49

 

790

 

16.85

 

15.14

 

18.90

 

16.56

 

Jan-16

 

53

 

1,118

 

16.01

 

14.20

 

17.80

 

14.21

 

Feb-16

 

263

 

744

 

15.48

 

14.17

 

18.30

 

14.78

 

Mar-16

 

49

 

607

 

17.49

 

15.34

 

19.82

 

17.56

 

Source: Bloomberg

The total number of registered ADR holders we had at December 20152020 was 28 (31623 (18 in the Series A ADRs and 75 in the Series B ADRs). As of thisthat date the ADRs represented 6.34%1.65% of the total number of our issued and outstanding shares. On December 31, 2015,2020 the closing price for the Series A shares on the Santiago Stock Exchange was Ch$1,955.001,580.00 per share (US$16.28 13.32 per Series A ADR), and Ch$2,130.001,829.00 for the Series B shares (US$17.41 14.94 per Series B ADR). At December 31, 2015,2020, there were 2,070,218409,749 Series A ADRs (equivalent to 9,269,3642,458,494 Series A shares) and 8,926,7012,194,603 Series B ADRs (equivalent to 50,710,23613,167,618 Series B shares).

 

Trading activity on the Santiago Stock Exchange is on average substantially less than that on the principal national securities exchanges in the United States. We estimate that for the year ended December 31, 2015, Andina’s shares were traded on the Santiago Stock Exchange on an average of approximately 81% and 100% of such trading days, for Series A and Series B shares respectively.

 


Other than as previously discussed in “Item 7-Major7 - Major Shareholders”, we are not aware of any other existing contracts or documents that impose material limitations or qualifications on the rights of shareholders of our listed securities.

 

Debt Securities

The Central Bank is responsible, inter alia, for Chile’s monetary policies and exchange controls. The Central Bank has authorized Chilean issuers to offer bonds in Chile and abroad under the terms of Chapter XIV of the Compendium of Foreign Exchange Regulations (Compendio de Normas de Cambios Internacionales or CFER). The following paragraphs summarize some of the Central Bank rules on international bond issuances.This summary does not intend to be complete and those interested in a full description should refer to Chapter XIV of the CFER.

Effective April 19, 2001 the CFER greatly simplified the procedure to register capital contributions, investments and foreign loans, including bonds issuances.  Payments or remittances of funds, to or from Chile, in connection with credits granted abroad should be made through the Formal Exchange Market, which is composed by the main commercial banks that operate in Chile. When foreign currency resulting from loans or bonds is made available to the beneficiary in the country, the intervening bank should issue the pertinent “Form” and request certain information from the debtor and creditor, as applicable, pursuant to Chapter XIV.

Payments or remittances of foreign currency as capital, interest, adjustments, profits and other benefits originating in the transactions regulated under Chapter XIV must be reported to the Central Bank as follows: (i) if the foreign currency represents a remittance made from Chile, the intervening Formal Exchange Market bank should issue the above form; (ii) the issuer or borrower should inform the Central Bank, within the first 10 days of the month following the date of the transaction, if the foreign currency used to make the pertinent payments originates from credit transactions for which the foreign currency has been used directly abroad or if the corresponding payment obligation is fulfilled abroad using funds other than those indicated in Chapter XIV.

Any change in the terms of the transaction must be reported to the Central Bank within 10 days after formalization. This requirement applies, among others, to the substitution of the debtor or creditor, total or partial assignments of credits or rights and the modification of the financial terms of the respective credit regarding investments or capital contributions.

Exchange rule amendments dated April 2001 established that transactions recorded prior to April 19, 2001 will continue to be governed by the rules in force at the time they were recorded, but that the parties may choose to apply the new regulations.

These procedures also apply to foreign loans obtained through the placement of convertible bonds, in which case the issuer shall report to the Central Bank any increase or decrease in their registered amount as a result of the conversion of convertible bonds denominated and payable in Chilean pesos, for other convertible bonds denominated and payable in foreign currency or shares, as applicable, acquired by foreign investors with proceeds that had entered Chile under the terms of Chapter XIV.

According to Chapter XIV, the Central Bank established that credits relating to acts, agreements or contracts which create a direct obligation of payment or remittance of foreign currency abroad by persons domiciled or residing in Chile, that exceed on an individual basis the sum of US$100,000 or the equivalent in other foreign currencies, absent any special rule in the CFER, shall be reported to the Chilean Central Bank by the obligor either directly or through a Formal Exchange Market entity using the forms contained in the CFER, within 10 days from formalization.

In February 1999, after obtaining the requisite authorization from the Central Bank, we issued bonds in the international markets, subject to the exchange regulations in effect at that time. The main difference between the exchange regime applicable to our bond issuances and those currently in effect, is that in the case of our bond issuances the Central Banks warrants the access to currency markets. However, the regime applicable to our bond issuance has less flexibility as far as the procedures to carry out payments or remittances to bond holders.

We cannot give any assurance that the Central Bank will not impose future restrictions applicable to the holders of debt securities, nor can we make any evaluation of the duration or impact of such restrictions, if imposed.

B.PLAN OF DISTRIBUTION

B.PLAN OF DISTRIBUTION

 

Not applicable.

 

C.MARKETS

C.MARKETS

 

See “Item 9. The Offer and Listing—A. Offer and Listing Details.”Details”.

 

D.SELLING SHAREHOLDERS

D.SELLING SHAREHOLDERS

 

Not applicable.

 

E.DILUTION

E.DILUTION

 

Not applicable.

 

ITEM 10.ADDITIONAL INFORMATION

ITEM 10.ADDITIONAL INFORMATION

 

A.SHARE CAPITAL

A.SHARE CAPITAL

 

Not applicable.

 

B.MEMORANDUM AND ARTICLES OF ASSOCIATION

B.MEMORANDUM AND ARTICLES OF ASSOCIATION

 

Our bylaws (“Estatutos”) are incorporatedincluded as an Exhibitexhibit to this Form 20F,annual report, and are also available on our website www.koandina.com, under Corporate Governance/Board of Directors/Deeds of Incorporation. The following is a summary of the material provisions of our bylaws. The last amendment of our bylaws was approved on July 12, 2012.

 

Organization

 

We are a publicly held company and were incorporated inon February 7, 1946. Our legal domicile is the city of Santiago, Chile, notwithstanding the special domiciles of offices, agencies or branches that are established in the country as well as abroad. Our duration is indefinite.

 

Purposes

 

Our corporate purposes are to execute and develop the following:

 

·Develop one or more industrial establishments dedicated to the business, operations and activities to manufacture, produce, transform, bottle, can, distribute, transport, import, export, purchase, sell and market in general, in any form and in any way, any type of food product and in particular any type of mineral water, juice, beverage and drink in general or other similar products, and raw materials or semi-finished materials used in such activities and/or products complementary or related to the preceding businesses and activities;

·                  Develop one or more industrial establishments dedicated to the business, operations and activities to manufacture, produce, transform, bottle, can, distribute, transport, import, export, purchase, sell and market in general, in any form and in any way, any type of food product and in particular any type of mineral water, juice, beverage and drink in general or other similar products, and raw materials or semi- finished materials used in such activities and/or products complementary or related to the preceding businesses and activities;

·Develop one or more agricultural or agro industrial establishments and farmland dedicated to the business, operations and development of agricultural activities and agro industry in general;

·Produce, transform, distribute, transport, import, export, purchase, sell and market in general, in any form and in any way, any type of agricultural products and/or agro industrial products and raw materials, or semi-finished materials used in such activities, and/or products complementary or related to the preceding activities;

·Manufacture, distribute, transport, import, export, purchase, sell and market in general, in any form and in any way, any type of container; and execute and develop any type of material recycling process and activity;

·Accept from and/or grant the representation of trademarks, products and/or licenses related to such businesses, activities, operations and products to national or foreign companies;

·Provide any type of service and/or technical assistance in any way related to the goods, products, businesses and activities referred to in the preceding letters;

·Invest cash surplus, even in the capital market; and

 

·                  Develop one or more agricultural or agro industrial establishments and farm land dedicated to the business, operations and development of agricultural activities and agro industry in general;

·                  Produce, transform, distribute, transport, import, export, purchase, sell and market in general, in any form and in any way, any type of agricultural products and/or agro industrial products and raw materials, or semi-finished materials used in such activities, and/or products complementary or related to the preceding activities;

·                  Manufacture, distribute, transport, import, export, purchase, sell and market in general, in any form and in any way, any type of container; and execute and develop any type of material recycling process and activity;

·                  Accept from and/or grant the representation of trademarks, products and/or licenses related to such businesses, activities, operations and products to national or foreign companies;

·                  Provide any type of service and/or technical assistance in any way related to the goods, products, businesses and activities referred to in the preceding letters;

·                  Invest cash surplus, even in the capital market; and

·                  In general, undertake all other businesses and activities supplementary or linked to the above mentioned operations.


·In general, undertake all other businesses and activities supplementary or linked to the above mentioned operations.

 

We may execute our objectives directly or by participating as a partner or shareholder in other companies or by acquiring rights or interests in any other type of association related to the aforementioned activities.

 

Voting Rights

 

Our capital equity is divided into Series A shares and Series B shares, both preferred and with no par value, whose features, rights and privileges are the following:

 

·The preference of Series A shares consists solely of the right to elect twelve out of the fourteen board members of the Company. Series A shares are entitled to full voting rights without limitations.

·                  The preference of Series A shares consists solely of the right to elect twelve out of the fourteen board members of the Company. Series A shares are entitled to full voting rights without limitations.

·The preference of Series B shares consists solely of the right to receive all and any of the per share dividends we may distribute, whether temporary, definitive, minimum mandatory, additional, or eventual, increased by 10%. Series B shares are entitled to a limited voting right, voting only with respect to the election of two board members for the Company.

·The preferences of Series A and B shares will remain in effect through December 31, 2130. Once this period has expired, Series A and B will be eliminated and the shares which comprise them shall automatically become common shares without any preferences whatsoever, therefore eliminating the division of shares into series.

 

·                  The preference of Series B shares consists solely of the right to receive all and any of the per share dividends we may distribute, whether temporary, definitive, minimum mandatory, additional, or eventual, increased by 10%. Series B shares are entitled to a limited voting right, voting only with respect to the election of two board members for the Company.

·                  The preferences of Series A and B shares will remain in effect through December 31, 2130. Once this period has expired, Series A and B will be eliminated and the shares which comprise them shall automatically become common shares without any preferences whatsoever, therefore eliminating the division of shares into series.

Board of Directors and Shareholder Meetings

 

Our management is exercised by aThe members of the board of directors, whose membersDirectors are proposed and elected every three years during the general annual shareholders’ meeting. Board members are elected by separateSeparate voting of the Series A and Series B shareholder.shareholder elect board members. As mentioned, Series A shares elect twelve directors, and Series B shares elect two Directors.

 

The Directors may or may not be shareholders,Board members are elected by separate voting at Series A and Series B shareholders’ meeting and will hold their offices for three years with the possibility to be re-elected for an indefinite number of periods. Even though we have not established a formal process that allows our shareholders to communicate with the directors, shareholders desiring to do so may share their opinions, considerations or recommendations before or during the corresponding shareholders’ meeting which will be heard and attended by the Chairman of the Board, or by the Chief Executive Officer, as the case may be, and any such recommendations will be submitted for resolution by the shareholders in attendance during the meeting.

 

Regular general shareholdersshareholders’ meetings are held once a year within the first four months following the date of the annual balance sheet. We prepare a balance sheet annually on our operations as of December 31, which is presented together with the profit and loss statement, the report by the auditors and annual report to the respective shareholdersshareholders’ meeting. The board sends a copy of the balance sheet, annual report, report by the auditors and respective notes to each of the shareholders registered in the registry no later than by the date the first summons is published.

Special shareholdersshareholders’ meetings may be held at any time according to corporate needs and to discuss and decide upon any matter within the competence thereof, provided it is indicated in the summons. Being a shareholder of the Company is the only condition for entry to a shareholder’s meeting.

 

C.MATERIAL CONTRACTS

C.MATERIAL CONTRACTS

 

On January 28, 2016,See “Item 4. Information on the Company incorporated a closed joint-stock company called Coca-Cola Del Valle New Ventures S.A. (“Coca-Cola Del Valle”) in Chile. Embotelladora Andina S.A. contributed 35%- Bottler Agreements and Item 5. Operating and Financial Review and Prospects - Summary of the capital of Coca-Cola Del Valle, with Embonor S.A. and Coca-Cola de Chile S.A contributing the remaining 15% and 50%, respectively. The main corporate purpose of Coca-Cola Del Valle is the development and production of juices, waters and non-carbonated beverages under brands owned by The Coca-Cola Company that Andina and Coca-Cola Embonor S.A. are authorized to commercialize and distribute in their respective franchise territories.

In 2013, we acquired the 100% of the shares of Companhia de Bebidas Ipiranga in Brazil. Additionally, we issued UF 5,000,000 in bonds in tranches of 7 and 21 years in the Chilean market and US$575 million in 10 years term bonds in the US market.

On August 30, 2012, Andina Brazil entered into a Share Purchase and Sale Agreement for the acquisition of 40% of the capital shares of Sorocaba Refreshments S.A., a manufacturer authorized by The Coca-Cola Company, based in the city of Sorocaba, State of São Paulo, owned by Compañía Maranhense de Refrigerantes (successor of Renosa Ind. Brasileira de Bebidas S/A) and in November 2012 RJR paid the purchase price of R$146,946,044.00.

Our special shareholders’ meeting held on June 25, 2012, approved the merger (by absorption) of Embotelladora Coca Cola Polar S.A. and Embotelladora Andina S.A. On September 28, 2012, Embotelladora Andina S.A. and Embotelladora Coca Cola Polar S.A. signed the public deed of the merger of their operations, in which they declared that merger had been finalized and perfected on October 1, 2012. This operation began on February 2, 2012, and allows Embotelladora Andina S.A. to consolidate its leading position in the business of bottling products licensed by The Coca-Cola Company in the southern cone and generate opportunities for growth and generation of value for its shareholders and employees. In practice, Embotelladora Andina S.A. is the second largest Coca-Cola bottler in South America and the seventh in the world, with operations in Argentina, Brazil, Chile and Paraguay. The transaction took the form of a merger (by absorption) and the exchange of newly issued shares of Andina, at a ratio of 0.33268606071 shares of Andina Series A shares and 0.33268606071 Andina Series B shares for each share of Embotelladoras Coca-Cola Polar S.A. The final process of exchange of shares took place on October 16, 2012.

During 2012, Andina Argentina held, among others, the following contracts with economic or strategic content: natural gas supply agreements, and electricity supply agreements; IP telephony services agreement (with supplier SIEMENS); purchase of new forklift agreement (with supplier Toyota) which are necessary due to the enlargement of the Cordoba Plant Deposit; and agreement for the extension of the Deposit of Final Products and Patio of the Cordoba Plant (13,600 m2) and at the Bahia Blanca Plant (2,800 m2)Significant Debt Instruments".

 

During 2012, PARESA executed a contract with TECNOEDIL S.A. building company for the construction of Warehouse 9, extension of Warehouse 8 for forklifts and the construction of the Distribution building, which represents additional storage capacity, the total contract value Gs.8,262,784,550. Additionally, on June 1, 2012 an agreement was signed with Azucarera Paraguaya S.A. for the provision of 38,500 of sugar tons until May 31, 2013. The total value of the contract is Gs.192,500,000,000.

D.EXCHANGE CONTROLS

 

In October 2011, Andina Brazil entered into an agreement with Light Esco — Prestação de Serviços S/A, for the construction and operation of an electrical cogeneration station at the Jacarepaguá bottling facility. The term of this agreement is 15 years beginning upon the date on which the station begins operating, which would enter into operation towards the year 2013 and will ensure the supply of energy for the plant. The estimated value of the agreement is of $738 million reals. At the end of the contractual term, ownership of the cogeneration station will be transferred to Andina Brazil and equipment maintenance and upgrades will be carried out by Light Esco.

On June 30, 2011, Andina Brazil together with the other bottlers of the Coca-Cola System in Brazil, and Recofarma (a constituent of the Coca-Cola Group Brazil), signed an amendment to the agreement with SABB - SISTEMA DE ALIMENTOS E BEBIDAS DO BRASIL, the new corporate name of Sucos del Valle, approving the merger of Mais Indústria de Alimentos Ltda into SABB, which gave the Brazilian bottlers 50% of the share capital of SABB. As a result of this agreement, Andina Brazil obtained a total ownership of 5.74% of the share capital of SABB.

During January of 2011, the juice business in Chile was restructured to allow the incorporation of the other Coca-Cola bottlers in Chile into the property of Vital S.A. which changed its name to Vital Jugos S.A.  Andina, Embonor S.A. and Embotelladora Coca-Cola Polar S.A. own 57%, 28% and 15%, respectively, of the outstanding capital of Vital Jugos S.A.

During 2011, EDASA, among others, entered into the following materially significant agreements: construction of the new plant for raw sugar; purchase of machinery and equipment for the REF PET line N°8 and N°7 (600 bottles per minute); construction and equipment for a new filling line for water and sensitive products; supply of natural gas; supply of electric power and long distance and inter-deposit service agreements.

D.EXCHANGE CONTROLS

Foreign Investment and Exchange Controls in Chile

 

The Central Bank is responsible, among other matters, for setting monetary policies and exchange controls in Chile. As of April 19, 2001, the Chilean Central Bank (“CCB”) eliminated prior foreign exchange controls, imposed certain reporting requirements and determined that certain operations be conducted through the Formal Exchange Market (“FEM”). The main purpose of these amendments, as declared by the Central Bank, is to facilitate the flow of capital into Chile and outside the country and to foster foreign investment.

 

Equity investments in Chile (including investments in stock) by non-resident persons or entities must comply with some existing exchange control restrictions. Foreign investments may be registered


Any foreign individual or legal entity, as well as Chileans with residence abroad, can invest in Chile through the New Direct Foreign Investment Committee (Comité de Inversiones Extranjeras) in accordance with Law N° 600 of 1974 and amendmentsStatute or with the Central Bank in accordance withby Chapter XIV of the Compendium of Foreign Exchange Regulations (Compendio de Normas de Cambios Internacionales or CFER) of the Central Bank. In

Under the caseNew Direct Foreign Investment Statute, any legal entity or individual that qualifies as foreign investor under the terms of Decree Law N° 600,the aforementioned Statute, may request a certificate to be issued by the Foreign Investment Promotion Agency, confirming its status as foreign investors execute a foreign investment agreement with Chile, thus guaranteeinginvestor, and enabling access to the FEM.  However, investors under Decree Law N° 600 will only be able to repatriate capital one year after the investment. Earnings can be remitted abroad at any time. In the case of CFER, capital as well as earnings can be repatriated at any time, without an agreement with the Central Bank.new foreign investment regime.

 

During 2001, the CCB eliminated certain exchange controls. For instance, it revoked Chapter XXVI of the CFER, which regulated the issuance and placement of ADRs by Chilean corporations. Pursuant to the new rules, the Central Bank’s approval is no longer a pre-condition for ADR issuances or foreign investment contracts with the CCB. ADR issuances are now regarded as an ordinary foreign investment, and the only requirements are that the CCB be informed of the transaction, by fulfilling the rules of Chapter XIV of the CFER, that mainly establishes that the monies come in or leave the country exclusively through the Formal Exchange Market, if the recipient of the investment decides to enter the foreign currency to the country or if it carries out payments or remittances from Chile.

 

Notwithstanding these changes, exchange transactions authorized prior to April 19, 2001 remained subject to the rules in force as of the date of such transactions. The new exchange regime did not affect Chapter XXVI of the CFER and the Foreign Investment Contract (“FIC”) between Andina, the Central Bank and The Bank of New York Mellon (as Depositary of the shares represented by ADRs). Notwithstanding the previous, the parties to the FIC may choose to adopt the norms imposed by the CCB, resigning to those of the FIC, and which has been the option we have taken until this date. The FIC is the agreement by which access to the FEM is given to the Depositary and ADR holders. The FIC adopted the dispositions of Chapter XXVI and was celebrated pursuant to Article 47 of the Constitutional Organic Act of the CCB.

Under Chapter XXVI of the CFER, if the funds to purchase the common shares underlying the ADRs are brought into Chile, the Depositary must deliver, on behalf of foreign investors, an annex providing information on the transaction to the Formal Exchange Market entity involved, together with a letter instructing such entity to deliver the foreign currency or the equivalent amount in pesos, on or before the date the foreign currency is brought or is to be brought into Chile.

 

Repatriation of amounts received with respect to deposited common shares or common shares withdrawn from deposits on surrender of ADRs (including amounts received as cash dividends and proceeds from the sale in Chile of the underlying common shares and any rights arising there from) need be made through the FEM. The FEM entity intervening in the repatriation must provide certain information to the CCB on the following banking business day.

 

Under Chapter XXVI and the FIC, the CCB agreed to grant to the Depositary, on behalf of ADR holders, and to any investor not residing nor domiciled in Chile who acquire shares or replace ADRs for common stock, which we refer to as “Withdrawn Shares”, FEM access to convert Chilean pesos into U.S. dollars and to remit those dollars outside Chile including amounts received as: (i) cash dividends; (ii) proceeds from the sale in Chile of Withdrawn Shares; (iii) proceeds from the sale in Chile of preemptive rights to subscribe for additional shares; (iv) proceeds from the liquidation, merger or consolidation of Andina; (v) proceeds resulting from capital decreases or earnings or liquidations; and (vi) other distributions, including those in respect of any re-capitalization resulting from holding shares, ADRs or by Withdrawn Shares.

 

The guarantee of FEM access under the FIC will extend to the participants of the ADR offering if the following requirements are met: (i) that the funds to purchase the shares underlying the ADRs are brought into Chile and converted into Chilean pesos through the FEM; (ii) that the purchase of the underlying shares is made on a Chilean stock exchange; and (iii) that within five business days from the conversion of the funds into Chilean pesos, the CCB is informed that the funds converted were used to purchase the underlying shares, if those funds are not invested in shares within that period, it can access the FEM to reacquire foreign currency, provided that the request is submitted to the CCB within seven banking business days of the initial conversion into pesos.

 

Chapter XXVI provides that FEM access in connection with dividend payments is conditioned to our certifying to the CCB that a dividend payment has been made and that any applicable tax has been withheld. Chapter XXVI also provides that FEM access in connection with the sale of Withdrawn Shares, or distribution thereon, is conditioned upon receipt by the CCB (i) a certificate by the Depositary or custodian, as the case may be, that the shares have been withdrawn in exchange for delivery of the appropriate ADRs,ADRs; and (ii) a waiver of the benefits of the FIC with respect to ADRs (except in connection with the proposed sale of the shares) until the Withdrawn Shares are re-deposited.

 

FEM access under any of the circumstances described above is not automatic. Pursuant to Chapter XXVI, such access needs the BCC’sCCB’s approval on a request submitted to that end through a banking institution established in Chile. The FIC provides that if the BCCCCB has not acted upon the request within seven banking days, the request is deemed to have been granted.

 


Under current Chilean law, the BCCCCB cannot unilaterally change the FIC. The Chilean Courts (although not binding on future judicial decisions) also have established that the FIC cannot be annulled by future legislative changes. No assurance can be given, however, that additional Chilean restrictions applicable to the holders of ADRs, to the disposition of underlying shares, or to the repatriation of proceeds from their disposition, will not be imposed in the future; nor can there be any assessment of the duration or impact of any restrictions that might be imposed. If for whatever reason, including changes in the FIC or Chilean law, the Depositary is prevented from converting Chilean pesos into U.S. dollars, the investors shall receive dividends or other payments in Chilean pesos, which shall subject the investors to exchange rate risks. It cannot be guaranteed that the CFER, as amended, or any other exchange regulation will not be amended in the future, or that if new regulations are enacted that they shall have no material bearing on Andina or the ADR holders.

 

No assurance can be given that Andina will be able to purchase U.S. dollars in the local exchange market at any time in the future, nor that any such purchase will be for the amounts necessary to pay any sum due under any of its capital or debt instruments.

Likewise, it is not possible to guarantee that changes to the regulations of the CCB or other legislative changes relating to exchange controls will not restrict or impair Andina’s ability to purchase U.S. dollars in order to make payment on its debt instruments.

 

E.TAXATION

E.TAXATION

 

Tax Considerations Relating to Equity Securities

 

Chilean Tax ConsiderationsConsiderations.

 

The following discussion summarizes the material Chilean income tax consequences of an investment in Andina’s stock or ADRs 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(“foreign holder”). This discussion is based upon Chilean income tax laws presently in force and administrative jurisprudence, 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 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 ADRs.

Dividends

Dividend distributions to investors who are juridical or natural persons residing or domiciled abroad, are affected by an additional tax ("withholding at the source") at a rate of 35%, with the right to credit for corporate income tax (First Category Tax) paid by Andina (today a rate of 27%). However, distributions made to investors residing or domiciled in countries that do not have a treaty to avoid double taxation with Chile, are taxed by an additional withholding equivalent to 35% of the corporate income tax credit, thus limiting the credit for this tax at 65%. This additional withholding does not apply to distributions made to residents of countries that have a treaty in force with Chile, which may allocate 100% of the credit. Until December 31, 2016, this additional withholding also did not apply to distributions made to shareholders who were residents of countries that had a treaty to avoid double taxation that was not in force to the extent it was subscribed prior to January 1, 2020.

Distributions made to investors residing or domiciled in Chile are taxed by personal taxes ("Supplementary Global Tax") which have progressive rates ranging from 0% to 40%. The tax credit limitation also applies to these investors, thus they are taxed with an additional tax ("debit") equivalent to 35% of the corporate tax credit.

 

Capital Gains

 

Gains recognized from the sale or exchange of ADRs by a foreign holder outside of Chile willare not be subject to Chilean taxation. Gains recognized on aCapital gains generated from the sale or exchange of shares of common stock will beare subject to bothgeneral taxation, unless they are shares that are sold on the Corporate Income Taxstock exchange and that have been acquired on the Withholding Tax (the former being credited against the latter) if either: (i) the foreign holder has held thestock exchange, or are shares of common stock for less than one year, (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 Corporate Income Tax, with rates of 22.5% and 24% for business years 2015 and 2016, respectively, except for shares resulting from an exchange of ADRs for shares (flow back),first issue, in which case the Chilean Internal Revenue Service pursuant to Notice 1,705, dated May 15, 2006, has been interpreted to say that shares may benefit from Article 18 if the ADRs were acquired through a stock broker orgains are not affected by any other circumstance stipulated by that norm.income taxation in Chile.

 

Beginning in fiscal year 2017, the profit generated by sales of shares will be subject to a Withholding Tax rate of 35%.

The tax basis of sharescost of common stockshares received in exchange for ADRs will be("conversion") is determined in accordance with the valuation procedure set forthout in the Deposit Agreement, which values shares of common stockshares at the highest reported salesselling price at which they tradeaccording to transactions on the Santiago Stock Exchange on the date of the withdrawal of the shares of common stock from the Depositary.shares. Consequently, the conversion of ADRs 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 exchangeconversion is recorded, capital gain subject to taxation in Chile may be generated. In connection thereto, on October 1, 1999 the Chilean Internal Revenue Service


SII issued Ruling No. 37083,708 whereby it allowed Chilean issuers of ADRs 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 ADRs’ holders on a Chilean stock exchange either on the same day in which the exchange is recorded or within the two business days prior to such date, the acquisition price of such exchanged shares shall be the price registered in the invoice issued by the stock broker that participated in the sale transaction. As this amendment has been included in the Deposit Agreement, the capital gain that may be generated if the exchange date of conversion is different than the date in which the shares received in exchange for ADRs were sold, willof sale, would not be subject to taxation. We reiteratetaxation, to the extent that if athe SII's criterion is maintained and the contributor in good faith adopts Notice No.1.705, thenthis criterion, which the excess value will not be subjectcontributor must certify to taxationthe satisfaction of the authority in Chile.case of observation.

 

The distribution and exercise of preemptive rights relating to the shares of common stock willare not be subject to Chilean taxation.taxation in Chile. Any capital gain onfrom the sale or assignment of preemptive rights relating to the shares of common stock will be subject to both the Corporate Income Tax and the Withholding Tax (the former being credited against the latter).general taxation.

Other Chilean Taxes

 

No Chilean inheritance, gift or succession taxes apply to theThe transfer or disposition of the ADRs by a foreign holder but suchis not subject to inheritance tax or donation tax. These taxes generally willmay only apply to thein case of donation or hereditary transfer at death or by gift of shares of common stock by a foreign holder. No Chilean stamp, issue,shares.

The issuance, registration or similar taxes or duties apply to foreign holderstransfer of ADRs or common shares of common stock.is not taxed with Stamp and Seal Tax or any other similar tax.

 

Withholding Tax Certificates

 

Upon request, we will provide to foreign holders appropriate documentation evidencing the payment of Chilean withholding taxes.taxes applied in Chile on earnings distributed to foreign holders.

 

United StatesU.S. Federal Income Tax Considerations Relating to ADRs or Shares of Common StockStock.

 

The following discussion summarizes certain U.S. federal income tax consequences of an investment in Andina’s ADRs or shares of common stock. This discussion is based upon U.S. federal income tax laws presently in force. The discussion is not a full description of all tax considerations that may be relevant to a decision to purchase ADRs or shares of common stock. In particular, the discussion is directed only to U.S. holders (as defined below) that hold ADRs or shares of common stock as capital assets, and it does not address the tax treatment of holders that are subject to special tax rules under the Internal Revenue Code of 1986 as amended (the “Code”), such as financial institutions, regulated investment companies, real estate investment trusts, partnerships or other pass-through entities, 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 ADRs or shares of common stock as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, holders that own or are deemed to own 10% or more of our voting shares (by vote or value), persons required to accelerate the recognition of any item of gross income with respect to ADRs or shares of common stock as a result of such income being recognized on an applicable financial statement, persons liable for alternative minimum tax or persons whose “functional currency” is not the U.S. dollar. Furthermore, the discussion below is based upon the provisions of the Code and regulations, rulings and judicial decisions there underthereunder as of the date hereof, and such authorities may be repealed, revoked or modified so as to result in U.S. federal income tax consequences different from those discussed below. In addition, the discussion below assumes that the Deposit Agreement, and all other related agreements, will be performed in accordance with their terms. If a partnership holds our ADRs 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 ADRs or shares of common stock should consult their tax advisors. This summary does not contain a detailed description of all the United StatesU.S. federal income tax consequences to a holder in light of its particular circumstances and does not address the Medicare tax on net investment income, U.S. federal estate and gift taxes or the effects of any state, local or non-United States tax laws.

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 ADRs or shares of common stock.

 

As used herein, the term “U.S. holder” means a beneficial owner of ADRs or shares of common stock that is (i) an individual U.S. citizen or resident, (ii) a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust that: (a) is subject to the primary supervision of a court within the United States and with respect to which one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

 

If the obligations contemplated by the Deposit Agreement are performed in accordance with its terms, ADR holders generally will be treated for U.S. federal income tax purposes as the owners of the shares of common stock represented by those ADRs.


Deposits or withdrawals of shares of common stock by U.S. holders in exchange for ADRs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Cash Dividends and Other Distributions

 

Cash distributions (including the amount of any Chilean taxes withheld) paid to U.S. holders with respect to the ADRs or shares of common stock generally will be treated as dividend income to such U.S. holders, to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such income will be includable in the gross income of a U.S. holder as ordinary income on the day received by the Depositary, in the case of ADRs, or by the U.S. holder, in the case of shares of common stock. The dividends will not be eligible for the dividends received deduction allowed to corporations under the Code. With respect to non-corporate U.S. holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shares (or ADRs backed by such shares) that are readily tradable on an established securities market in the United States. U.S. Treasury Department guidance indicates that our ADRs (which are listed on the New York Stock Exchange), but not our shares of common stock, are readily tradable on an established securities market in the United States. Thus, we do not believe that dividends that we pay on our shares of our common stock that are not backedrepresented by ADRs currently meet the conditions required for these reduced tax rates. There also can be no assurance that our ADRs will be considered readily tradable on an established securities market in the United States in later years. Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Non-corporate U.S. holders should consult their own tax advisors regarding the application of these rules given their particular circumstances.

 

Dividends paid in Chilean pesos will be includable in income 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 ADRs, or by the U.S. holder, in the case of shares of common stock, regardless of whether the Chilean pesos are converted into U.S. dollars. If the Chilean pesos received as dividends are not converted into U.S. dollars on the date of receipt, a U.S. holder will have a basis in the Chilean pesos equal to their U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Chilean pesos will be treated as U.S. source ordinary income or loss, regardless of whether the pesos are converted into U.S. dollars.

 

TheAny Chilean Withholding Taxwithholding tax (net of any credit for the Corporate Income Tax)corporate income tax) paid by or for the account of any U.S. holder may be eligible, subject to generally applicable limitations and conditions, for credit against the U.S. holder’s U.S. federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid with respect to the ADRs or shares of common stock generally will be foreign source income and will generally constitute passive category income. Furthermore, in certain circumstances, a U.S. holder thatthat: (i) has held ADRs or shares of common stock for less than a specified minimum period during which it is not protected from risk of loss or (ii) is obligated to make payments related to the dividends, will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on ADRs or shares of common stock. The rules governing the foreign tax credit are complex. Investors are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

 

Distributions to U.S. holders of additional shares of common stock or preemptive rights with respect to shares of common stock that are made as part of a pro rata distribution to all shareholders of the Company generally should not be subject to U.S. federal income tax.

 

To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the ADRs or shares of common stock (thereby(thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by the investor on a subsequent disposition of the ADRs or shares of common stock), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. Consequently, such distributions in excess of our current and accumulated earnings and profits generally would not give rise to foreign source income and a U.S. holder generally would not be able to use the foreign tax credit arising from any Chilean withholding tax imposed on such distributions 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.

However, we do not expect to keep earnings and profits in accordance with U.S. federal income tax principles. Therefore, a U.S. holder should expect that a distribution will generally be treated as a dividend (as discussed above).


Passive Foreign Investment Company

We do not believe that we are, for U.S. federal income tax purposes, a passive foreign investment company (a “PFIC”), and expect to continue our operations in such a manner that we will not be a PFIC. If, however, we are or become a PFIC, U.S. holders could be subject to additional U.S. federal income taxes on gain recognized with respect to the ADRs or shares of common stock and on certain distributions, plus an interest charge on certain taxes treated as having been deferred by the U.S. holder under the PFIC rules of the U.S. federal income tax laws.

 

Non-corporate U.S. holders will not be eligible for reduced rates of taxation on any dividends received from us, if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.

 

Capital Gains

 

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

 

Estate and Gift Taxation

As discussed above under “Chilean Tax Considerations — Other Chilean Taxes,” there are no Chilean inheritance, gift or succession taxes applicable to the transfer or disposition of ADRs by a foreign holder, but such taxes generally will apply to the transfer at death or by gift of shares of common stock by a foreign holder. The amount of any inheritance tax paid to Chile may be eligible for credit against the amount of U.S. federal estate tax imposed on the estate of a U.S. holder. U.S. holders should consult their personal tax advisors to determine whether and to what extent they may be entitled to such credit. The Chilean gift tax generally will not be treated as a creditable foreign tax for U.S. tax purposes.

Information Reporting and Backup Withholding

 

In general, information reporting requirements will apply to dividends in respect of ADRs or shares of common stock or the proceeds received on the sale, exchange, or redemptionother disposition of ADRs or shares of common stock paid within the United States (and in certain cases, outside of the United States) to U.S. holders other than certain exempt recipients. ALikewise, a backup withholding tax may apply to such payments if the U.S. holder fails to provide an accurate taxpayer identification number or certification of other exempt status or fails to report interest and dividends required to be shown on its federal income tax returns. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a refund or a credit against the U.S. holder’s U.S. federal income tax liability, provided the required information is furnished to the U.S. Internal Revenue Service.

F.DIVIDENDS AND PAYING AGENTS

F.DIVIDENDS AND PAYING AGENTS

 

Not applicable.

 

G.STATEMENT BY EXPERTS

G.STATEMENT BY EXPERTS

 

Not applicable.

 

H.DOCUMENTS ON DISPLAY

H.DOCUMENTS ON DISPLAY

 

We are subject to the informational reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, which requires that we file periodic reports and other information with the SEC. As a foreign private issuer, we file annual reports on Form 20-F as opposed to Form 10-K. We do not file quarterly reports on Form 10-Q but furnish quarterly reports and reports in relation to material events on Form 6-K. As a foreign private issuer, we are exempt from the rules under the U.S. Securities Exchange Act of 1934, as amended, prescribing the furnishing and content of proxy statements and short-swing profit disclosure and liability.

 

You may read and copy all or any portion of the annual report or other information in our files in the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can also access to these documents through the SEC’s website at www.sec.gov, or fromand access –and request– a hard copy of them through our corporate website www.koandina.com or request a hard copy through our website also.www.koandina.com. You can also request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. In addition, reports and other information concerning us may be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, on which our ADRs are listed.

 

We also file reports with the Chilean Superintendencia de Valores y SegurosComisión para el Mercado Financiero (“CMF”). You may read and copy any materials filed with the SVSCMF directly from its website www.svs.cl.www.cmfchile.cl or from our corporate website www.koandina.com or request a hard copy through our website also. The documents referred to in this annual report can be inspected at Miraflores 9153, Piso 7, Renca, Santiago, Chile.

 

I.SUBSIDIARY INFORMATION


I.SUBSIDIARY INFORMATION

 

Not applicable.

 

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk generally representsThe main sources of systematic risks that the risk that losses may occur in the values of financial instruments as a result of movementsCompany is exposed to are: changes in interest rates foreignand changes in currency exchange rates.

Particularly, interest rates increase, and currency exchange rates and commodity prices. We are exposeddepreciation may affect the Company financial strategy given the various currency denominated debt the Company currently holds. To protect the Company against market volatility, hedging policies have been set with the objective to changes in financial market conditions inregulate the normal course of our business due to our use of certain financial derivatives by management. The use of these instruments as well as transactinghad been strictly designed for hedging purposes, leaving out any speculation and trading use.

Interest Rate Risk

The Company’s debt is mainly denominated in UF (local inflation indexed Chilean currency) and U.S. dollar fixed rate bonds. Bank debt represents a smaller proportion of the total debt and it’s denominated in various foreignlocal currencies and conversionin either fixed or variable rates. Given that the main portion of our foreign subsidiaries’ financial statements into the Chilean peso.debt is in fixed rate, the main risk is the interest rate increase at the moment of refinancing mature debt.

 

Interest Rate Risk

Our primary interest rate exposures relate to U.S. dollar denominated and UF long-term fixed rate bond liabilities andOn the other long-term variable and fixed rate bank liabilities. We also investside, our cash is invested in certain medium-term bondshort-term securities that bear amainly in fixed interest rate. We monitor our exposure to interest rate fluctuations regularly depending on market conditions.


 

The following table provides information about our long-termthe Company’s debt (bonds & bank debt) and bondshort-term investments that are sensitivehave exposure to changes in market interest rates as of December 31, 2015.2020.

 

 

Expected Maturity Date

 

Estimated
Fair Market
Value

 

 

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

Total

 

Total

 

 

 

MCh$

 

MCh$

 

MCh$

 

MCh$

 

MCh$

 

MCh$

 

MCh$

 

MCh$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time deposits and credit links

 

99,113

 

17

 

 

 

 

 

99,130

 

99,130

 

Weighted average interest rate

 

1.1

%

8.82

%

 

 

 

 

1.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt (Bonds)

 

19,237

 

17,971

 

11,898

 

12,256

 

12,636

 

663,243

 

737,241

 

785,844

 

Fixed Rate

 

4.54

%

4.18

%

4.88

%

4.86

%

4.93

%

4.71

%

4.70

%

 

 

Bank liabilities

 

23,991

 

20,441

 

3,951

 

2,980

 

2,865

 

 

54,228

 

48,607

 

Weighted average interest rate

 

5.49

%

4.05

%

5.63

%

5.27

%

5.21

%

 

4,93

%

 

 

  Expected Maturity Date  Fair
Value
 
  2021  2022  2023  2024  2025  2026
Onwards
  Total  Total 
                         
  (in millions Ch$) 
Interest Earning Assets                                
Short term investments - Chile  312,811   -   -   -   -   -   312,811     
Interest rate (weighted average)  2.31%  -   -   -   -   -   2.31%    
                                 
Short term investments - Brazil  46,250   -   -   -   -   -   46,250     
Interest rate (weighted average)  2.62%  -   -   -   -   -   2.62%    
                                 
Short term investments - Argentina  6,583   -   -   -   -   -   6,583     
Interest rate (weighted average)  28.20%  -   -   -   -   -   28.20%    
                                 
Interest Bearing Liabilities                                
International bonds (144A/RegS) (1)  6,486   -   258,256   -   -   208,448   473,190   537,618 
Fixed Rate  144A Bonds  4.41%  -   5.00%  -   -   3.95%  4.53%    
                                 
Local Chilean Bonds (1)  12,219   11,913   12,455   13,039   13,664   401,146   464,436   581,161 
Fixed Rate  - Local Chilean Bonds (weighted average)  5.38%  5.64%  5.68%  5.72%  5.76%  3.43%  3.73%    
                               �� 
Total public debt (Bonds)  18,705   11,913   270,711   13,039   13,664   609,594   937,626   1,118,779 
                                 
Bank debt – Chile  794   -   -   4,000   -   -   4,794     
Weighted average interest rate Ch$  2.12%  -   -   2.00%  -   -   2.02%    
                                 
Bank debt – Argentina  5   -   -   -   -   -   5     
Weighted average interest rate AR$  26.60%  -   -   -   -   -   26.60%    
                                 
Total bank debt  799   -   -   4,000   -   -   4,799     

 

(1)Includes issuance deferred costs:

International Bonds Issuance Costs: Current: Ch$489 million, Non-Current: Ch$6,078 million.

Local Chilean Bonds: Current: Ch$153 million, Non-Current: Ch$970 million.

Foreign Currency Risk

 

As of December 31, 2015, we have debt held by banks and debt held2020, the only foreign currency used by the public denominated in U.S. dollars, which are hedged by derivative instruments, which lowerCompany to finance its operation is the risk of exposure toU.S dollar, all the accrual of fluctuationsrest of the value of the US dollar. Net assets balanceCompany’s debt is denominated in dollars as of December 31, 2015, which amounts to $591.0 million as detailed below. local operation currencies (UF, Chilean peso, Argentinean peso, Brazilian real and Paraguayan guaraníes).

The following table summarizes the financial instruments held to December 31, 2015,2020, denominated in U.S. dollars:

 

Assets

 

2016

 

2017

 

2018

 

2019

 

2020

 

2021 Onwards

 

Total

 

Fair estimated
Market Value

 

(U.S. Dollars)

 

MM$

 

MM$

 

MM$

 

MM$

 

MM$

 

MM$

 

MM$

 

MM$

 

(Denominated in 2021 2022 2023 2024 2025 2026
Onwards
 Total Fair
Value
 
                 
U.S. dollars instruments) (in millions Ch$) 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                 

Cash and cash equivalents

 

13,598

 

 

 

 

 

 

13,598

 

13,598

 

  21,332   -   -   -   -   -   21,332   21,332 
                                

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                

Bonds obligations

 

(4,377

)

 

 

 

 

(403,430

)

(407,807

)

(423,100

)

Bank debt

 

(12,818

)

(12,681

)

 

 

 

 

 

(25,499

)

(24,992

)

Net assets (liabilities)

 

(3,597

)

(12,681

)

 

 

 

(403,430

)

(419,708

)

(395,626

)

Bonds debt (1)   6,486   -   258,256   -   -   208,448   473,190   537,618 


(Denominated in 2021  2022  2023  2024  2025  2026
Onwards
  Total  Fair
Value
 
                         
U.S. dollars instruments) (in millions Ch$) 
Leasing debt  291   -   367   -   250   73   981   981 
                                 
Net debt  28,109   -   258,623   -   250   208,521   495,503   559,931 

 

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

(1)Includes issuance deferred costs:

International Bonds Issuance Costs: Current: Ch$489 million, Non-Current: Ch$6,078 million.

Local Chilean Bonds: Current: Ch$153 million, Non-Current: Ch$970 million.

 

A.DEBT SECURITIESIn order to protect the Company from the effects on results due to the volatility of the Brazilian real against the U.S. dollar (bond due 2023), we have entered into currency swaps that cover 99% of our dollar-denominated financial obligations, thereby mitigating our exchange rate exposure. Additionally, to protect the Company from the effects on results due to the volatility of the Chilean peso against the U.S. dollar (bond due 2023 and bond due 2050), derivatives have been contracted (cross currency swaps) to fully redenominate the US dollar-denominated financial obligations to UF’s.

As of December 31, 2020, the Company’s net exposure to existing assets and liabilities in foreign currencies, discounting our derivatives contracts, was Ch$16,388,923.

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.DEBT SECURITIES

 

Not applicable.

 

B.WARRANTS AND RIGHTS

B.WARRANTS AND RIGHTS

 

Not applicable.

 

C.OTHER SECURITIES

C.OTHER SECURITIES

 

Not applicable.

 

D.AMERICAN DEPOSITARY RECEIPTS

D.AMERICAN DEPOSITARY RECEIPTS

 

Fees and Charges

 

The Bank of New York Mellon serves as the depositary for our ADRs. ADR holders are required to pay various fees to the depositary, and the depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid.

 

ADR holders are required to pay the depositary amounts in respect of expenses incurred by the depositary or its agents on behalf of ADR holders, including expenses arising from compliance with applicable law, taxes or other governmental charges, or conversion of foreign currency into U.S. dollars. The depositary may decide in its sole discretion to seek payment by either billing holders or by deducting the fee from one or more cash dividends or other cash distributions.

 

ADR holders are also required to pay additional fees for certain services provided by the depositary, as set forth in the table below.

Depositary service

Fee payable by ADR holders

Issuance and delivery of ADRs, including in connection with share distributions

Up to US$5.00 per 100 ADSs (or portion thereof)

Withdrawal of shares underlying ADRs

Up to US$5.00 per 100 ADSs (or portion thereof)

Registration for the transfer of shares

Registration or transfer fees that may from time to time be in effect

Cash distribution fees

US$0.02 or less per ADS

 


In addition, holders may be required to pay a fee for the distribution or sale of securities. Such fee (which may be deducted from such proceeds) would be for an amount equal to the lesser of (1) the fee for the issuance of ADRs that would be charged as if the securities were treated as deposited shares and (2) the amount of such proceeds.

 

Fees Incurred in Past Annual Period

 

From January 1, 20152020 to December 31, 2015,2020, we received from the depositary US$118,430.65 89,277.50 for continuing annual stock exchange listing fees, standard out-of-pocket maintenance costs for the ADRs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls), any applicable performance indicators relating to the ADR facility, underwriting fees and legal fees.

 

Fees to be Paid in the Future

 

The Bank of New York Mellon, as depositary, has agreed to reimburse us for expenses they incur that are related to establishment and maintenance expenses of the ADR program. The depositary has agreed to reimburse us for its continuing annual stock exchange listing fees. The depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. It has also agreed to reimburse us annually for certain investor relationship programs or special investor relations promotional activities. In certain instances, the depositary has agreed to provide additional payments to us based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors.

 

The depositary collects its fees for delivery and surrender of ADRs directly from investors depositing shares or surrendering ADRs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

PART II

 

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESPART II

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

Not applicable.

 

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

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

 

In 1996, our shareholders approved the Reclassification of Capital Stock, which we refer to as the “Reclassification,”reclassification of our common stock into two new series of shares. Pursuant to the Reclassification,reclassification, each outstanding share of our common stock was replaced by one newly issued Series A share and one newly issued Series B share.

 

The Series A and Series B shares are principally differentiated by their voting and economic rights. The modification of our bylaws as of June 25, 2012, increased the number of directors from 7 to 14. The holders of the Series A shares have full voting power and are entitled to elect 12 of 14 members of the board of directors, and the holders of the Series B shares have no voting rights but for the right to elect 2 members of the board of directors. In addition, holders of Series B shares are entitled to a dividend 10% greater than any dividend on Series A shares.

 

After the Reclassification,reclassification, the Superintendence of Pension Fund Managers (Superintendencia de Administradores de Fondos de Pensiones) decreed that Chilean pension funds would not be permitted to acquire Series B Shares due to their limited voting rights. In 2004, however, the Superintendence reversed, and approved Series B shares as investment instruments for Chilean Pension funds. Series A shares have always been eligible as investment instruments.instruments for Chilean pensions funds.

 

ITEM 15.CONTROLS AND DISCLOSURE PROCEDURES


ITEM 15.CONTROLS AND DISCLOSURE PROCEDURES

 

Disclosure Controls and Procedures

 

We have evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of December 31, 2015.2020. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2020, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Annual Report on Internal Control Overover Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a—15(f) and 15d—15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB. Our internal control over financial reporting includes those policies and procedures that (i) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions or our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS as issued by the IASB, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation under the framework in Internal Controls—Integrated framework (2013) issued by the Committee of Sponsoring Organizations of the Tread way Commission, our management concluded that our internal control over financial reporting was effective as of December 31, 2015.2020.

 

The effectiveness of our internal control over financial reporting as of December 31, 20152020 has been audited by our registered independent accounting firm, which opinion is stated in their report, included on pages F-2 and F-3 herein.

 

Changes in Internal Control Overover Financial Reporting

 

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required under Rules 13a-15 or 15d-15 that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 16. [RESERVED]16.

 

ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT

 

Our board of directors has designated Mr. Gonzalo Parot Palma as our Audit Committee Financial Expert, as defined in the instructions to Item 16A of Form 20-F. Our board of directors has also determined that Mr. Domingo Cruzat Amunátegui and Mr. Gonzalo Parot Palma is an Independent Director as definedfulfills the independence standards set forth in Section 303A.02Rule 10A-3 of the NYSE’s Listed Company Manual.U.S. Exchange Act and applicable NYSE rules.

 

ITEM 16B.CODE OF ETHICS


ITEM 16B.CODE OF ETHICS

 

We have adopted a Code of Ethics that constitutes a code of ethics for our directors and employees. This Code applies to our Board of Directors, chief executive officer and all senior financial officers of our Company, including the chief financial officer, or any other persons performing similar functions, as well as to all other officers and employees of the Company. Our Code of Ethics is available on our website www.koandina.com.www.koandina.com. If we make any substantive amendment to the Code or grant any waivers, including any implicit waiver, from a provision of the Code, we will disclose the nature of such amendment or waiver on the above mentioned website throughand. On December 22, 2020, we amended our Code of Ethics to incorporate provisions related to criminal liability of legal entities, in accordance with Chilean Law N° 20.393, Argentine Law N° 27.401, and other compliance and anti-bribery provisions, including the Sarbanes-Oxley Act and the U.S. Foreign Corrupt Practices Act (FCPA). Additionally, we incorporated other provisions, making explicit reference to the importance of equal treatment and respect for each individual, diversity and non-discrimination, a 6-K form.

ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICEShealthy working environment, protection of our natural resources, sustainability, among others.

 

ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees Paid Toto Independent Public Accountants

 

The following table sets forth, for each of the years indicated, the kinds of fees paid to our external auditors and the percentage of each of the fees out of the total amount paid to them.

 

 

 

Year ended December 31,

 

 

 

2014

 

2015

 

Services rendered

 

Fees
MCh$

 

% of
Total Fees

 

Fees
MCh$

 

% of
Total Fees

 

Audit fees(1)

 

889

 

94

%

961

 

99

%

Audit-related fees(2)

 

28

 

3

%

 

0

%

Tax fees(3)

 

18

 

2

%

9

 

1

%

Other fees

 

10

 

1

%

1

 

0

%

Total

 

945

 

100

%

972

 

100

%


(1)         Audit fees consist of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent accountant can reasonably provide.

(2)         Audit-related fees relate to assurance and associated services that traditionally are performed by the independent accountant, including: attestation services that are not required by statute or regulation; accounting consultation and audits in connection with mergers, acquisitions and divestitures; employee benefit plan audits; and consultation concerning financial accounting and reporting standards.

(3)         Tax fees relate to services performed by the tax division for tax compliance, planning, and advice.

  Year ended December 31, 
  2019  2020 
Services rendered Fees millions
Ch$
  % of
Total Fees
  Fees millions
Ch$
  % of
Total Fees
 
Audit fees (1)   842   100%  827   100%
Audit-related fees (2)             
Tax fees (3)             
Other fees            
Total  842   100%  827   100%

 

(1)Audit fees correspond to services that are normally provided in connection with regulatory filings, including those services that only external auditors can provide.

(2)Audit-related fees apply to advisory services generally performed by independent auditors, including reports that are not required by regulations; accounting and audit consultancies in connection with mergers, acquisitions or sales; employee benefit plan audit; and inquiries regarding disclosure and financial accounting standards.

(3)Tax fees correspond to services and counseling by the tax division to meet tax requirements.

Directors’ Committee and Audit Committee Pre-Approval Policies and Procedures

 

We have adopted pre-approval policies and procedures under which all non-audit services provided by our external auditors must be pre-approved by our Directors’ Committee. Once the proposed service is approved, our subsidiaries or we formalize the engagement of services. In addition, the members of our board of directors are briefed on matters discussed by the Directors’ Committee.

 

ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

Our Audit Committee is comprised of Gonzalo Parot Palma, Salvador Said Somavía and Arturo Majlis Albala.Domingo Cruzat Amunátegui.

 

We disclose that, with respect to the current membership of Mr. Salvador Said Somavía and Mr. Arturo Majlis Albala on our Audit Committee, the Company has relied on the exemption from the independence requirements provided by Rule 10A-3(b)(1)(iv)(D) of the Securities and Exchange Act of 1934, as amended. Pursuant to said rule, a member of the Committee who is an affiliate of the foreign private issuer or a representative of such an affiliate that has only observer status on, and is not a voting member or the chair of, the audit committee, and neither the member nor the affiliate is not an executive officer of the foreign private issuer, may be exempted from the independence requirement.

 


Mr. Arturo Majlis Albala and Mr. Salvador Said Somavía meet,meets, for the duration of theirhis membership, the requirements of Rule 10A-3(b)(1)(iv)(D) because theyhe (i) areis a representative of our controlling shareholder group; (ii) havehas an observer-only status on our Audit Committee;(iii) areis not officersan officer of usthe Company or any of our subsidiaries; and (iv) dodoes not receive, directly or indirectly, compensation from us or any of our subsidiaries other than in their capacitieshis capacity as membersmember of our Audit Committee.

 

Our reliance on the exemption provided by Rule 10A-3of10A-3 of the Exchange Act, with respect to Mr. Arturo Majlis Albala and Mr. Salvador Said Somavía, would not materially adversely affect the ability of our Audit Committee to act independently.

ITEM 16E.PURCHASERS OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E.PURCHASERS OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

During 2015,2020, no issuer or affiliated parties made purchases pursuant to publicly announced plans or programs or not pursuant to such plans.

 

ITEM 16F.  CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

Not applicable.

 

ITEM 16G. CORPORATE GOVERNANCE

ITEM 16G.CORPORATE GOVERNANCE

 

NYSE and Chilean Corporate Governance Requirements

 

In accordance with Section 303A.11 of the NYSE’s Listed Company Manual, theThe following table sets forth significant differences between Chilean corporate governance practices and those corporate governance practices followed by domestic corporations under NYSE listing standards. Significant ways in which our corporate governance practices differ from those followed by U.S. companies under NYSE listing standards are also publicly available on our website at www.koandina.com.www.koandina.com.

 

ITEMREQUIREMENT

NYSE REQUIREMENTS FOR US LISTED
COMPANIES

CHILEAN LAW REQUIREMENTS AND
COMPANY PRACTICE

303A.01
Independence

Independent Directors

MembersUnder NYSE rules, the board of the Boarddirectors is required to have a majority of Directors must be independent in their majority.

directors. However, “controlled companies”, as defined under NYSE rules, are exempt from this requirement.

ThereUnder Chilean law, there is no legal obligation to have a Board of Directors composed mainlyof a majority of independent members. In addition, accordingOur company does not have a majority independent board of directors, and as a “controlled company”, we would be exempt from NYSE’s requirement to section 303A regarding Controlled Companies, the requirements of 303A do not apply to our Company.

so.

303A.02
Independence Tests

Members of the Board of Directors must meet the Test of Independence.

No similar legal obligation exists under Chilean law. However, articleArticle 50 bis of the Corporations Law requirerequires appointing at least one independent director. Chilean Law considers independent such director that within the last 18 months is not involved in certain circumstances, such as: having an economic interest in the company or other group, having a relationship with such persons, be director of nonprofit organizations, among others, and comply with a declaration of independence.

We have two such directors.

303A.03
Executive Sessions

of Independent Directors

Non-Management DirectorsIndependent directors of a NYSE-listed company must meet regularly without management ofhave meetings at which only the company.

independent directors are present.

No similar legal obligation exists under Chilean law. Under Chilean law, the position of director of a corporation is incompatible with the position of manager, auditor, accountant or president of the company. The Non-Management Director does not exist under Chilean law. Directors, however, are required to convene in legally established meetings to resolve matters required by Chilean  Corporation Law.

Since Non-Management Director does not exist under Chilean law, it is not possible to comply with  the Section 303A.03.

303A.04
Nominating/Corporate Governance Committee

Nominations of Directors

Listed companies must have a Nominating/Corporate Governance Committee composed entirely of independent directors and must have a written charter addressing certain matters.

directors. However, “controlled companies”, as defined under NYSE rules, are exempt from this requirement.

There is no similar legal obligation under Chilean law. Andina has a Directors’ Committee whose functions are set by Chilean Corporation Law. In addition, section 303 A regarding Controlled CompaniesOur Company does not applyhave a Nominating/Corporate Governance Committee composed entirely of independent directors and as a


REQUIREMENTNYSE REQUIREMENTS FOR US LISTED
COMPANIES
CHILEAN LAW REQUIREMENTS AND
COMPANY PRACTICE

“controlled company”, we would be exempt from NYSE’s requirement to our Companydo so.

The functions of the Directors’ Committee are described under Item 6C.”Directors, Senior Management and Employees-Board Practices”.

303A.05
Compensation Committee

of Executive Officers

Listed companies must have a Compensation Committee composed entirely of independent directors, and must have a written charter addressing certain matters.

directors. However, “controlled companies”, as defined under NYSE rules, are exempt from this requirement.

There is no similar legal obligation under Chilean law. In accordance with Chilean law, the above-mentioned Directors’ Committee is in charge of reviewing management compensation. In addition, section 303 A regarding Controlled CompaniesOur Company does not applyhave a Compensation Committee composed entirely of independent directors and as a “controlled company”, we would be exempt from NYSE’s requirement to our Company.

303A.06
Audit Committee

Listed companies must have an Audit Committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.do so.

 

The functions of the Directors’ Committee are described under Item 6C. “Directors, Senior Management and Employees-Board Practices”.

Audit CommitteeMust have an audit committee with the specific responsibilities and authority necessary to comply with SEC rules. Members must have a minimummeet all of three members. In additionthe independence requirements of the NYSE, as well as SEC Rule 10A-3 independence requirements (subject to any requirement of Rule 10A-3(b)(1), all Audit Committee members must satisfy the requirements for independence set out in Section 303 A.02. The Audit Committee must have a written charter addressing certain matters.

available exemptions).

No similar legal obligation exists under Chilean law. However, in accordance with the Chilean Public Companies Law 18,046, public companies that have a net worth of more than 1.5 million UFs and/or at least a 12,5%12.5% of its issued shares with voting rights are held by individual shareholders who control or own less than 10% of such shares must have a Directors’ Committee, formed by three members who are in their majority independent of the controller.

Andina designated an Audit Committee in accordance with SEC Rule 10 A.3.The10A-3. As described in Item 6.C. “Board Practice –Audit Committee”, we rely on an exemption from the independence requirements of Rule 10A-3 with respect to one of our audit committee members. The functions of thisthe audit committee are described under “Item 6.6C. Directors, Senior Management and Employees-Board Practices”

ITEM

NYSE REQUIREMENTS

CHILEAN LAW REQUIREMENTSPractices-Audit Committee”

303A.07
Internal Audit Function

Listed companies must maintain an Internal Audit Function to provide management and the Audit Committee with ongoing assessments of the company’s risk management processes and systems of internal control. A listed company may choose to outsource this function to a third party service provider other than its independent auditor.

There is no similar obligation under Chilean law. Chilean law requires that companies must have both account inspectors and external auditors. However, Andina has an Internal Auditor who reports to the Audit Committee.

303A.08
Voting onShareholder Approval of Equity Compensation Plans

and Certain Other Share Issuances

Shareholders must have the opportunity to vote on the creation or amendment of compensationapprove all equity-compensation plans regarding board members, executives and employees.

material revisions thereto, with limited exemptions. Shareholder approval also required for certain other dilutive and related party equity issuances.

There is no similar obligation under Chilean law, with the exception of Directors’ compensation which annually approved during the General Shareholders’ Meeting.

general shareholders’ meeting. Other than the foregoing, we have not and do not intend to submit for shareholder approval any equity-compensation plans or the other dilutive and related party equity issuances covered by NYSE rules.

303A.09
Corporate Governance Guidelines

Listed companies must adopt and disclose Corporate Governance Practices.

Guidelines.

Chilean Law does not require the adoption of Corporate Governance Practices because they have been established by Chilean Corporate Law.Law have established them. However, the Superintendence of Securities and InsuranceCMF in General Rule No. 341385 requires publicly traded corporations to report their corporate governance practices.

Our Company has not adopted such Corporate Governance Guidelines.

303A.10
Code of Ethics and Business Conduct

A company must adopt a Code of Business Conduct for its directors, officers and employees. Such company must disclose any waiver of its code of conduct that is granted to an officer or director.

There is no legal obligation to adopt a Code of Business Conduct. Chilean law requires that a company have a set


REQUIREMENTNYSE REQUIREMENTS FOR US LISTED
COMPANIES
CHILEAN LAW REQUIREMENTS AND
COMPANY PRACTICE
company must disclose any waiver of its code of conduct that is granted to an officer or director.of internal regulations which regulate the company and its relations with personnel. Such regulations must contain, among other things, regulations related to ethics and good behavior. Notwithstanding the above, a company may create internal codes of conduct, provided they do not require or prohibit behavior that contravenes Chilean law. In 1996, Andina created a Code of Ethics and Business Conduct that applies to the entire Company. Andina has posted this information on its website www.koandina.com

at www.koandina.com.  See Item 16B. “Code of Ethics.”

 

ITEM 16H.

303A.11
Foreign Private Issuer Disclosure

A company must provide a summary description of significant differences between its home country corporate governance practices and the corporate governance requirements established by the NYSE as applicable to U.S. domestic listed companies

No similar obligation exists under Chilean law. However, Andina has posted this information on its website www.koandina.com

303A.12
Certification Requirements

Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards. Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any material non-compliance with any of the applicable provisions of Section 303 A. Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation each time a change occurs to the Board of Directors or any of the committees subject to Section 303 A. The annual and interim Written Affirmations must be in the form specified by the NYSE.

No similar obligation exists under Chilean law. However, in accordance with Chilean law, the directors of a company must annually submit for approval the company’s annual report and financial statements to its shareholders at the company’s annual shareholders’ meeting. Similarly, public companies must, from time to time, provide all relevant company information by means of the publications and notifications established by law.

303A.13
Public Reprimand

The NYSE may issue a Public Reprimand letter to any listed company, regardless of the type of security listed or country of incorporation if it determines the company has violated a NYSE listing standard.

No similar obligation exists under Chilean law, with the exception of sanctions imposed by the Chilean Superintendence of Securities and Insurance (SVS).

307
Company Website

Listed Companies must have a company website which is accessible from the United States. The website must contain in it all NYSE requirements including those referring to Corporate Governance.

Chilean law does not require listed companies to maintain a website. However, if a listed company does have a website, the company must make available on its website certain information required by the rules under Chilean Company Law N° 18,046.

MINE SAFETY DISCLOSURE

ITEM 16H.MINE SAFETY DISCLOSURE

 

Not applicable.

 


PART III

 

ITEM 17.FINANCIAL STATEMENTSITEM 17.FINANCIAL STATEMENTS

Reference is made to Item 18 for a list of all financial statements filed as part of this annual report.

 

See “Item 18 – Financial Statements”.

ITEM 18.FINANCIAL STATEMENTS

ITEM 18.FINANCIAL STATEMENTS

 

The following financial statements, together with the report of independent registered accounting firm, are filed as part of this Annual Report:annual report:

 

Index to Consolidated Statements of Financial PositionStatements

Page

ReportReports of Independent Registered Public Accounting Firm

Firms

F-3

[F-1

Consolidated Statements of Financial Position at December 31, 20152020 and 2014

2019

F-5

F-8

Consolidated Income Statements by function for the years ended December 31, 2015, 20142020, 2019 and 2013

2018

F-7

F-9

Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 20142020, 2019 and 2013

2018

F-8

F-10

Statements of Changes in Equity for the years ended December 31, 2015, 20142020, 2019 and 2013

2018

F-9

F-11

Consolidated Statements of Direct Cash Flows for the years ended December 31, 2015, 20142020, 2019 and 2013

2018

F-11

F-12

Notes to the Consolidated Financial Statements at December 31, 2015, 20142020, 2019 and 2013

2018

F-12

F-13]

 


ITEM 18.FINANCIAL STATEMENTS

ITEM 19.              EXHIBITSEXHIBITS.

 

The exhibits filed with or incorporated by reference in this annual report are listed in the exhibit index below.

 

EXHIBIT INDEX

 

Item

Description

1.1

1.1

Amended and restated Bylaws of Embotelladora Andina S.A. dated as of June 25, 2012 (English translation)Translation) (incorporated by reference to Exhibit 1.1 to Andina’s Annual Reportannual report on Form 20-F filed on April 30, 2012 (File No. 001-13142)).

2.1

2.1Amended and restated Deposit Agreement, dated as of December 14, 2000, among Embotelladora Andina S.A., The Bank of New York as Depositary, and Holders and Beneficial Owners of American Depositary Receipts (incorporated by reference to Exhibit 1.3 to Andina’s Annual Reportannual report on Form 20-F filed on April 30, 2012 (File No. 001-13142)).

2.2

2.2Indenture dated as of September 30, 1997,October 1, 2013, among Embotelladora Andina S.A., Credit Suisse First Boston Corporation, and J.P. Morgan Securities Inc.The Bank of New York Mellon (filed with the SEC on September 30, 1997 and also available on our website www.koandina.com).

herein)

4.1

2.3Description of Securities Registered under Section 12(b) of the Exchange Act (incorporated by reference to Exhibit 2.3 to Andina’s annual report on Form 20-F filed on April 29, 2020 (File No. 001-13142))
4.1Amended and restatedRestated Call Option Agreement, dated as of December 17, 1996, among Inversiones Freire Limitada, Inversiones Freire Dos Limitada, Coca-Cola Interamerican Corporation, Coca-Cola de Argentina S.A., The Coca-Cola Company, and Embotelladora Andina S.A. and Custody Agreement among Inversiones Freire Limitada and Inversiones Freire Dos Limitada and Citibank, N.A. (English translation) (incorporated by reference to Exhibit 1.5 to Andina’s Annual Reportannual report on Form 20-F filed on April 30, 2012 (File No. 001-13142)).

4.2

4.2Amendment dated as of August 31, 2012 to the Amended and restatedRestated Shareholders’ Agreement, dated as of June 25, 2012, among Embotelladora Andina S.A., the Coca-Cola Company, Coca-Cola Interamerican Corporation, Coca-Cola de Argentina S.A., Bottling Investment Limited, Inversiones Freire Ltda., and Inversiones Freire Dos Ltda (incorporated by reference to Exhibit 4.2 to Andina’s Annual Reportannual report on Form 20-F filed on May 15, 2014 (File No. 001-13142).

)

4.3

Form Bottler Agreement (English translation) (incorporated by reference to Exhibit 1.2 to Andina’s Annual Report on Form 20-F filed on April 30, 2012 (File No. 001-13142)).

4.4

4.3

Bottler Agreement dated as of February 10, 2007,October 1, 2017 among Embotelladora del Atlántico S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.14.30 to Andina’s Annual Reportannual report on Form 20-F filed on April 30, 201327, 2018 (File No. 001-13142)).

4.5

Amendment dated as of February 1, 2012 to the

4.4Bottler Agreement dated as of February 10, 2007,October 4, 2017 among Embotelladora del Atlántico S.A. and Schweppes Holdings Limited (incorporated by reference to Exhibit 1.2.2 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.6

Amendment dated as of June 30, 2013 to the Bottler Agreement dated as of February 10, 2007, among Embotelladora del Atlántico S.A.Rio de Janeiro Refrescos Ltda. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.24.32 to Andina’s Annual Reportannual report on Form 20-F filed on April 30, 201325, 2019 (File No. 001-13142)).

4.7

Bottler Agreement in force as of July 1, 2003, among Embotelladora del Atlántico S.A.,  Coca-Cola Polar Argentina S.A. and The Coca-Cola Company regarding operations in Argentina (incorporated by reference to Exhibit 1.2.3 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

Item

Description

4.5

4.8

Amendment dated as of October 16, 2003 to Bottler Agreement effective as of July 1, 2003, among Coca-Cola Polar Argentina S.A. and The Coca-Cola Company regarding syrup mix (incorporated by reference to Exhibit 1.2.3 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.9

Amendment dated as of October 16, 2003 to Bottler Agreement effective as of July 1, 2003, among Coca-Cola Polar Argentina S.A. and The Coca-Cola Company regarding distribution in Argentina (incorporated by reference to Exhibit 1.2.4 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.10

Amendment dated as of November 17, 2003 to Bottler Agreement effective as of July 1, 2003, among Coca-Cola Polar Argentina S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.4 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.11

Amendment dated as of November 28, 2003 to Bottler Agreement effective as of July 1, 2003, among Coca-Cola Polar Argentina S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.4 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.12

Amendment dated as of March 21, 2004 to Bottler Agreement effective as of July 1, 2003, among Coca-Cola Polar Argentina S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.4 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.13

Amendment dated as of November 26, 2004 to Bottler Agreement effective as of July 1, 2003, among Coca-Cola Polar Argentina S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.4 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.14

Amendment dated as of December 7, 2004 to Bottler Agreement effective as of July 1, 2003, among Coca-Cola Polar Argentina S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.4 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.15

Amendment dated as of December 27, 2004 to Bottler Agreement effective as of July 1, 2003, among Coca-Cola Polar Argentina S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.4 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.16

Amendment dated as of July 28, 2008 to Bottler Agreement effective as of July 1, 2003, among Embotelladora del Atlántico S.A., Coca-Cola Polar Argentina S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.3 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.17

Amendment dated as of July 28, 2008 to Bottler Agreement effective as of July 1, 2003, among Embotelladora del Atlántico S.A., Coca-Cola Polar Argentina S.A. and Schweppes Holdings Limited (incorporated by reference to Exhibit 1.2.3 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.18

Bottler Agreement dated as of October 4, 2007 among Rio de Janeiro Refrescos Ltda and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.5 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

Item

Description

4.19

Amendment dated as of October 4, 2012 to Bottler Agreement dated as of October 4, 2007 between Rio de Janeiro Refrescos Ltda and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.6 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.20

Amendment dated as of February 7, 2013 to the Bottling Agreement dated as of October 4, 2007 between Cia. de Bebidas Ipiranga and The Coca-Cola Company (incorporated by reference to Exhibit 4.20 to Andina’s Annual Report on Form 20-F filed on May 15, 2014 (File No. 001-13142).

4.21

Bottler Agreement dated as of SeptemberJanuary 1, 2008 among Embotelladoras Coca-Cola Polar S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.7 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.21.1

Amendment dated as of July 9, 2014 to Bottler Agreement dated as of September 1, 2008 between Embotelladora Andina (ex-Embotelladoras Coca-Cola Polar S.A.) and The Coca-Cola Company (incorporated by reference to Exhibit 4.21.1 to Andina’s Annual Report on Form 20-F filed on April 30, 2015 (File No. 001-13142)).

4.21.2

Bottler Agreement dated as of November 3, 2014 among Embotelladora Andina (ex-Embotelladoras Coca-Cola Polar S.A.) and The Coca-Cola Company (incorporated by reference to Exhibit 4.21.2 to Andina’s Annual Report on Form 20-F filed on April 30, 2015 (File No. 001-13142)).

4.22

Bottler Agreement dated as of February 1, 20082018 among Embotelladora Andina S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.84.31 to Andina’s Annual Reportannual report on Form 20-F filed on April 30, 201327, 2018 (File No. 001-13142)).

4.23

4.6Amendment dated as of February 1, 2013 to the Bottler Agreement dated as of February 1, 2008 amongbetween Embotelladora Andina S.A. and The Coca-Cola Company dated November 7, 2019 (incorporated by reference to Exhibit 1.2.94.35 to Andina’s Annual Reportannual report on Form 20-F filed on April 30, 201329, 2020 (File No. 001-13142)).

4.24

4.7Bottler Agreement dated as of DecemberSeptember 1, 20042015 among Paraguay Refrescos S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.104.28 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.25

Amendment dated as of March 3, 2010 to Bottler Agreement dated as of December 1, 2004 among Paraguay Refrescos S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 1.2.10 to Andina’s Annual Report on Form 20-F filed on April 30, 2013 (File No. 001-13142)).

4.26

Amendment dated as of November 6, 2014 to Bottler Agreement dated as of December 1, 2004 among Paraguay Refrescos S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 4.26 to Andina’s Annual Reportannual report on Form 20-F filed on April 30, 2015 (File No. 001-13142)).

4.27

4.8Amendment dated as of March 25, 2015August 27, 2020 to Bottler Agreement dated as of December 1, 2004 among Paraguay Refrescos S.A. and The Coca-Cola Company (incorporated by reference to Exhibit 4.27 to Andina’s Annual Report on Form 20-F filed on April 30, 2015 (File No. 001-13142)).

4.28

Amendment dated as of September 1, 2015 to Bottler Agreement dated as of December 1, 2004 among Paraguay Refrescos S.A. and The Coca-Cola Company (filed herein).

Item

Description

8.1

Company SubsidiariesList of our subsidiaries (filed herein).

12.1

12.1Certification of Miguel Ángel Peirano, Chief Executive Officer, pursuant to Rule 13-a14(a) (17 CFR 240.13a-12(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)) (filed herein).

12.2

12.2Certification of Andrés Wainer, Chief Financial Officer pursuant to Rule 13-a14(a) (17 CFR 240.13a-12(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)) (filed herein).

13.1

13.1Certification of Miguel Ángel Peirano, Chief Executive Officer, pursuant to 18 U.S.C. Chapter 63, Section 1350, (filed herein).

13.2

13.2Certification of Andrés Wainer, Chief Financial Officer, pursuant to 18 U.S.C. Chapter 63, Section 1350, (filed herein).

Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to long-term debt ofEmbotelladora Andina S.A., none of which authorizes securities in a total amount that exceeds 10.0% of the total assets of Embotelladora Andina S.A. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements upon request by the SEC.

101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document


SIGNATURES

 

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.

(Registrant)

/s/ Miguel Ángel Peirano

(Signature)

/s/ Andrés Wainer

(Signature)

 

Date: April 28, 2016

2021

 


Consolidated Financial Statements

EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

 

Consolidated Financial StatementsSantiago, Chile

as of December 31, 20152020 and 20142019

 

F-1



 

EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIESReport of Independent Registered Public Accounting Firm

 

Consolidated Financial Statements

INDEX

Report of Independent Registered Public Accounting firm

F-3

Consolidated Statements of Financial Position as of December 31, 2015To the Shareholders and 2014

F-5

Consolidated Statements of Income by Function for the years ended at December 31, 2015, 2014 and 2013

F-7

Consolidated Statements of Comprehensive Income for the years ended at December 31, 2015 and 2014 and 2013

F-8

Consolidated Statements of Changes in Equity for the years ended at December 31, 2015, 2014 and 2013

F-9

Consolidated Statements of Cash Flows for the years ended at December 31, 2015, 2014 and 2013

F-11

Notes to the Consolidated Financial Statements for the years ended at December 31, 2015, 2014 and 2013

F-12

F-2



Table of Contents

GRAPHIC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Embotelladora Andina S.A.

 

In our opinion,Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Embotelladora Andina S.A. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, other comprehensive income, changes in equity and cash flows present fairly, in all material respects, the financial position of Embotelladora Andina S.A. and its subsidiaries at December 31, 2015 and 2014 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20152020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board. Also

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 27, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


Impairment of indefinite lived assets - distribution rights and goodwill
Description of the Matter

As disclosed in Notes 15 and 16 to the consolidated financial statements, Distribution Rights and Goodwill were Ch$ 604,514 million and Ch$ 98,326 million respectively as of December 31, 2020. The Company carries out an impairment test annually, or more frequently if indicators of impairment require the performance of an interim impairment assessment.

Auditing management’s impairment tests was complex and specially challenging due to the significant measurement uncertainty in determining the fair values of the reporting units. In particular the fair value estimates are sensitive to changes in significant assumptions such as discount rate, revenue growth rate, operating margins, consumer trends and other market and economic conditions.

How We Addressed the Matter in our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the distribution rights and goodwill impairment test. For example, we tested controls over the significant assumptions, such as discount rate, projected cash flow, terminal growth rate and revenue growth rates used in the fair value computation process.

To test the fair values of the reporting units, our audit procedures included, among others, assessing the methodologies used by the Company with the assistance of our valuation specialists; testing the underlying data; evaluating significant assumptions, such as volume growth and product mix with the assistance of our valuation specialists; comparing significant assumptions to current market and economic trends and historical results of the Company's business and performing a sensitivity analysis of significant assumptions to evaluate the changes in the fair value of the reporting units resulting from changes in those assumptions. We also evaluated the financial statements disclosures included in Notes 2.8, 15 and 16.

Tax Contingencies in Brazil
Description of the Matter

As described in Note 23 to the consolidated financial statements, the Company is party to a number of administrative and legal proceedings arising from various tax claims for which a provision was recorded as of December 31, 2020, as the probability of loss was assessed as more than likely based on current available information. The Company uses significant judgment in determining whether its technical merits are more-likely-than-not to be sustained in court, considering the complexity of the Brazilian tax environment and lack of jurisprudence for certain tax matters. To carry out this assessment, management monitors the evolution of court ruling trends and is assisted by the Company’s external legal counsel.

Auditing management’s assessment of the probability of a loss on tax claims is complex, highly judgmental and based on interpretations of tax laws and legal rulings, as there is significant estimation uncertainty related to the ultimate outcome of court decisions, the evolution of jurisprudence and the position of the Brazilian tax authorities.


How We Addressed the Matter in our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of tax claims, including management’s process to determine whether the technical merits are more-likely-than-not to be sustained in the court.

To test the Company’s assessment of the probability of a loss on tax claims, our audit procedures included, among others, involving of our tax professionals to assess the Company’s technical merits and in evaluating legal opinions and other tax advice obtained by the Company; independently corresponding with certain key external tax and legal advisers of the Company; comparing the evolution of the loss probability assessment by the Company for significant matters and evaluating the Company’s current assessment using our knowledge of, and experience with, the application of tax laws by the relevant tax authorities. We also evaluated the financial statements disclosures included in notes in Notes 19 and 23.

/s/ EY Audit SpA
We have served as the Company's auditor since 2017.
Santiago, Chile
April 27, 2021


Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Embotelladora Andina S.A.

Opinion on Internal Control over Financial Reporting

We have audited Embotelladora Andina S.A.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Embotelladora Andina S.A. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015,2020, based on criteria establishedthe COSO criteria.

We also have audited, in Internal Control - Integrated Framework (2013) issued byaccordance with the Committee of Sponsoring Organizationsstandards of the Treadway Commission (COSO). Public Company Accounting Oversight Board (United States) (PCAOB), the accompanying consolidated statements of financial position of Embotelladora Andina S.A. as of December 31, 2020 and 2019, the related consolidated statements of income, other comprehensive income, changes in equity and cash flows for each of the three years then ended December 31, 2020, and the related notes and our report dated April 27, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’sCompany's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in Management’s Annualthe accompanying Report on Internal Control over Financial Reporting appearing under Item 15 of this Annual Report on Form 20-F.Reporting. Our responsibility is to express opinions on these financial statements andan opinion on the Company’sCompany's internal control over financial reporting based on our integrated audits. audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also includedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provideaudit provides a reasonable basis for our opinions.opinion.

F-4

Definition and Limitations of Internal Control over Financial Reporting

 

A company’scompany's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’scompany's internal control over financial reporting includes those policies and procedures that (i)(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii)(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’scompany's assets that could have a material effect on the financial statements.

GRAPHIC

F-3



Table of Contents

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ EY Audit SpA
Santiago, Chile
April 27, 2021

 

/s/ PricewaterhouseCoopers

Santiago - Chile

April 26, 2016

 

F-4



Table of Contents

EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

Consolidated Financial Statements

I.Consolidated Statements of Financial Position as of December 31, 2020 and 2019F-8
II.Consolidated Statements of Income by Function for the fiscal years ended December 31, 2020 and 2019F-10
III.Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2020 and 2019F-11
IV.Consolidated Statements of Changes in Equity for the fiscal years ended December 31, 2020 and 2019F-12
V.Consolidated Statements of Direct Cash Flows for the fiscal years ended December 31, 2020 and 2019F-14
VI.Notes to the Consolidated Financial StatementsF-15

1.Corporate informationF-15
2.Presentation bases of consolidated financial statements and applicable accounting criteriaF-16
3.Financial information by segmentF-38
4.Cash and cash equivalentsF-43
5.Other financial assets, current and non-currentF-43
6.Other non-financial assets, current and non-currentF-44
7.Trade and other receivablesF-45
8.InventoryF-46
9.Tax assets and liabilitiesF-46
10.Income tax and deferred taxesF-47
11.Property, plant and equipmentF-50
12.Related partiesF-54
13.Employee benefits, current and non-currentF-56
14.Investments accounted for using the equity methodF-58
15.Intangible assets other than goodwillF-60
16.GoodwillF-62
17.Other financial liabilities, current and non-currentF-62
18.Trade accounts payable and other accounts payableF-72
19.Other provisions, current and non-currentF-72
20.Other non-financial liabilitiesF-73
21.EquityF-73
22.Derivative Assets and liabilitiesF-79
23.Litigations and contingenciesF-82
24.Financial risk managementF-86
25.Expenses by natureF-91
26.Other incomeF-91
27.Other expenses by functionF-92
28.Income and financial costsF-92
29.Other (loss) gainsF-92
30.Local and foreign currencyF-93
31.Subsequent eventsF-97


Consolidated Financial Statements

EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

As of December 31, 2020 and 2019

F-7

 

EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

 

Consolidated Statements of Financial Position

As of December 31, 2015 and 2014

(Translation of consolidated financial statements originally issued in Spanish — See Note 2.2)

 

 

NOTE

 

12.31.2015

 

12.31.2014

 

 

 

 

ThCh$

 

ThCh$

 

   12.31.2020 12.31.2019

ASSETS

 

 

 

 

 

 

 

  NOTE  ThCh$ ThCh$

Current assets:

 

 

 

 

 

 

 

           
           

Cash and cash equivalents

 

5

 

129,160,939

 

79,514,434

 

  4   309,530,699   157,567,986

Other financial assets

 

6

 

87,491,931

 

106,577,042

 

  5   140,304,853   347,278

Other non-financial assets

 

7.1

 

8,686,156

 

7,787,181

 

  6   13,374,381   16,188,965

Trade and other accounts receivable, net

 

8

 

176,385,836

 

198,110,424

 

  7   194,021,253   191,077,588

Accounts receivable from related parties

 

12.1

 

4,610,500

 

5,994,453

 

Inventories

 

9

 

133,333,253

 

149,727,618

 

Accounts receivable from related companies  12,1   11,875,408   10,835,768
Inventory  8   127,972,650   147,641,224

Current tax assets

 

10.2

 

7,741,241

 

6,025,049

 

  9   218,472   9,815,294

Total Current Assets

 

 

 

547,409,856

 

553,736,201

 

      797,297,716   533,474,103

 

 

 

 

 

 

 

           

Non-Current Assets:

 

 

 

 

 

 

 

Non-Current Assets:           

Other financial assets

 

6

 

181,491,527

 

51,026,773

 

  5   162,013,278   110,784,311

Other non-financial assets

 

7.2

 

18,289,901

 

33,056,780

 

  6   90,242,672   125,636,150

Trade and other receivables

 

8

 

5,931,999

 

7,097,809

 

  7   73,862   523,769

Accounts receivable from related parties

 

12.1

 

14,732

 

24,752

 

  12,1   138,346   283,118

Investments accounted for under the equity method

 

14.1

 

54,190,546

 

66,050,213

 

  14   87,956,354   99,866,733

Intangible assets other than goodwill

 

15.1

 

665,666,655

 

728,181,279

 

  15   604,514,165   675,075,375

Goodwill

 

15.2

 

95,835,936

 

116,924,199

 

  16   98,325,593   121,221,661

Property, plant and equipment

 

11.1

 

640,529,872

 

713,075,285

 

  11   605,576,545   722,718,863
Deferred tax assets  10,2   1,925,869   1,364,340

Total Non-Current Assets

 

 

 

1,661,951,168

 

1,715,437,090

 

      1,650,766,684   1,857,474,320

Total Assets

 

 

 

2,209,361,024

 

2,269,173,291

 

      2,448,064,400   2,390,948,423

 

The accompanying notes 1 to 3031 form an integral part of these financial statementsConsolidated Financial Statements

 

F-5


F-8


 

 

EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

Consolidated Statements of Financial Position

As of December 31, 2015 and 2014

(Translation of consolidated financial statements originally issued in Spanish — See Note 2.2)

 

 

NOTE

 

12.31.2015

 

12.31.2014

 

 

 

 

ThCh$

 

ThCh$

 

     12.31.2020   12.31.2019

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

  NOTE   ThCh$   ThCh$

LIABILITIES

 

 

 

 

 

 

 

           

Current Liabilities:

 

 

 

 

 

 

 

           

Other financial liabilities

 

16

 

62,217,688

 

83,402,440

 

  17   38,566,724   40,593,878

Trade and other accounts payable

 

17

 

212,526,368

 

228,179,112

 

  18   230,445,809   243,700,553

Accounts payable to related parties

 

12.2

 

48,652,827

 

55,966,789

 

  12,2   39,541,968   53,637,601

Provisions

 

18

 

326,093

 

365,832

 

  19   1,335,337   2,068,984

Income taxes payable

 

10.3

 

7,494,832

 

2,931,206

 

  9   8,828,599   6,762,267

Employee benefits current provisions

 

13

 

31,790,759

 

27,746,745

 

  13   31,071,019   38,392,854

Other non-financial liabilities

 

19

 

17,565,643

 

11,620,303

 

  20   28,266,730   26,502,215

Total Current Liabilities

 

 

 

380,574,210

 

410,212,427

 

      378,056,186   411,658,352

 

 

 

 

 

 

 

           
Other financial liabilities, non-current  17   989,829,569   743,327,057
Accounts payable, non-current  18   295,279   619,587
Accounts payable to related companies, non-current  12,2   10,790,089   19,777,812
Other provisions, non-current  19   48,734,936   67,038,566
Deferred tax liabilities  10,2   153,669,547   169,449,747
Employee benefits non-current provisions  13   13,635,558   10,173,354
Other non-financial liabilities, non-current  20   21,472,048   -
Income taxes payable, non-current  9   20,597   -

Non-Current Liabilities:

 

 

 

 

 

 

 

      1,238,447,623   1,010,386,123

Other financial liabilities

 

16

 

765,299,344

 

726,616,440

 

Trade and other payables

 

17

 

9,303,224

 

1,216,434

 

Provisions

 

18

 

63,975,724

 

77,446,513

 

Deferred income tax liabilities

 

10.5

 

130,201,701

 

126,126,147

 

Post-employment benefit liabilities

 

13

 

8,230,030

 

8,125,107

 

Other non-financial liabilities

 

19

 

242,491

 

432,490

 

Total Non-Current Liabilities

 

 

 

977,252,514

 

939,963,131

 

 

 

 

 

 

 

 

           

Equity:

 

20

 

 

 

 

 

  21        

Issued capital

 

 

 

270,737,574

 

270,737,574

 

      270,737,574   270,737,574

Retained earnings

 

 

 

274,755,431

 

247,817,939

 

      654,171,126   600,918,265

Other reserves

 

 

 

284,980,830

 

378,738,982

 

      (113,727,586)  76,993,851

Equity attributable to equity holders of the parent

 

 

 

830,473,835

 

897,294,495

 

      811,181,114   948,649,690

Non-controlling interests

 

 

 

21,060,465

 

21,703,238

 

      20,379,477   20,254,258

Total Equity

 

 

 

851,534,300

 

918,997,733

 

      831,560,591   968,903,948

Total Liabilities and Equity

 

 

 

2,209,361,024

 

2,269,173,291

 

      2,448,064,400   2,390,948,423

 

The accompanying notes 1 to 3031 form an integral part of these financial statementsConsolidated Financial Statements

 


F-6



Table of Contents 

 

EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

 

Consolidated Statements of Income by Function

for the years ended

atperiods between January 1 and December 31, 2015, 20142020, 2019 and 2013

(Translation of consolidated financial statements originally issued in Spanish — See Note 2.2)2018

 

 

 

 

01.01.2015

 

01.01.2014

 

01.01.2013

 

      01.01.2020   01.01.2019   01.01.2018 

 

NOTE

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

      12.31.2020   12.31.2019   12.31.2018 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

  NOTE   ThCh$   ThCh$   ThCh$ 

Net sales

 

 

 

1,877,394,256

 

1,797,199,877

 

1,521,681,335

 

      1,698,281,237   1,779,025,115   1,672,915,799 

Cost of sales

 

24

 

(1,106,706,146

)

(1,081,243,408

)

(914,817,748

)

  8   (1,022,498,659)  (1,048,343,767)  (968,027,774)

Gross Profit

 

 

 

770,688,110

 

715,956,469

 

606,863,587

 

      675,782,578   730,681,348   704,888,025 

Other income

 

25

 

471,569

 

3,970,623

 

4,385,617

 

  26   8,356,298   40,947,158   2,609,168 

Distribution expenses

 

24

 

(202,490,792

)

(187,042,843

)

(163,022,685

)

  25   (152,532,018)  (166,996,289)  (165,775,484)

Administrative expenses

 

24

 

(352,600,846

)

(342,140,932

)

(272,556,438

)

  25   (283,638,935)  (325,903,809)  (313,742,853)

Other expenses

 

26

 

(21,983,048

)

(18,591,271

)

(30,462,097

)

  27   (17,430,256)  (26,182,847)  (16,057,763)

Other (loss) gains

 

28

 

(6,301,121

)

(4,392,105

)

740,373

 

  29   287   2,876   (2,707,859)

Financial income

 

27

 

10,118,375

 

8,655,623

 

4,973,312

 

  28   14,945,879   45,155,791   3,940,244 

Financial expenses

 

27

 

(55,669,217

)

(65,081,431

)

(28,944,023

)

  28   (54,772,837)  (46,209,020)  (55,014,660)

Share of (loss) profit of investments accounted for using the equity method

 

14.3

 

(2,327,829

)

1,190,969

 

783,418

 

Share of profit (loss) of investments in associates and joint ventures accounted for using the equity method  14,3   2,228,763   (3,415,083)  1,411,179 

Foreign exchange differences

 

 

 

(2,856,370

)

(2,675,027

)

(7,694,834

)

      (3,088,278)  (4,130,543)  (1,449,256)

Loss from differences in indexed financial assets and liabilities

 

 

 

(7,308,343

)

(12,461,548

)

(1,832,742

)

Income by indexation units      (11,828,762)  (7,536,466)  (5,085,140)

Net income before income taxes

 

 

 

129,740,488

 

97,388,527

 

113,233,488

 

      178,022,719   236,413,116   153,015,601 

Income tax expense

 

10.4

 

(41,642,562

)

(45,354,435

)

(22,966,264

)

  10,1   (54,905,399)  (61,166,891)  (55,564,855)

Net income

 

 

 

88,097,926

 

52,034,092

 

90,267,224

 

      123,117,320   175,246,225   97,450,746 

 

 

 

 

 

 

 

 

 

                

Net income attributable to:

 

 

 

 

 

 

 

 

 

Equity holders of the parent

 

 

 

87,863,484

 

51,875,084

 

88,982,678

 

Net income attributable to                
Owners of the controller      121,999,805   173,721,928   96,603,371 

Non-controlling interests

 

 

 

234,442

 

159,008

 

1,284,546

 

      1,117,515   1,524,297   847,375 

Net income

 

 

 

88,097,926

 

52,034,092

 

90,267,224

 

      123,117,320   175,246,225   97,450,746 

 

 

 

 

 

 

 

 

 

 

 

 

Ch$

 

Ch$

 

Ch$

 

                

Earnings per Share, basic and diluted

 

 

 

 

 

 

 

 

 

      Ch$   Ch$   Ch$ 

Earnings per Series A Share

 

20.5

 

88,40

 

52,19

 

89.53

 

  21,5   122.75   174.79   97.20 

Earnings per Series B Share

 

20.5

 

97,24

 

57,41

 

98.48

 

  21,5   135.02   192.27   106.92 

 

The accompanying notes 1 to 3031 form an integral part of these financial statementsConsolidated Financial Statements

 


F-7



Table of Contents 

 

EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

 

Consolidated Statements of Comprehensive Income

for the years ended atperiods between January 1 and December 31, 2015, 20142020, 2019 and 2013

(Translation of consolidated financial statements originally issued in Spanish — See Note 2.2)2018

 

 

01.01.2015

 

01.01.2014

 

01.01.2013

 

  01.01.2020   01.01.2019   01.01.2018 

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

  12.31.2020   12.31.2019   12.31.2018 

 

ThCh$

 

ThCh$

 

ThCh$

 

  ThCh$   ThCh$   ThCh$ 

Net income

 

88,097,926

 

52,034,092

 

90,267,224

 

  123,117,320   175,246,225   97,450,746 

Other Comprehensive Income:

 

 

 

 

 

 

 

            

Components of other comprehensive income that are not re-measured to net income for the period, before taxes

 

 

 

 

 

 

 

Components of other comprehensive income that will not be reclassified to net income for the period, before taxes            

Actuarial losses from defined benefit plans

 

(744,445

)

(140,749

)

(1,411,030

)

  (3,146,362)  (379,007)  (63,463)

Components of other comprehensive income that will be re-measured to net income for the period, before taxes

 

 

 

 

 

 

 

Gains (losses) from exchange rate translation differences

 

(119,212,803

)

28,309,535

 

(18,877,527

)

Gains from cash flow hedges

 

31,134,391

 

5,909,129

 

2,961,146

 

Income tax related to components of other comprehensive income that are not re-measured to net income for the period

 

 

 

 

 

 

 

Components of other comprehensive income that will be reclassified to net income for the period, before taxes            
Gain (losses) from exchange rate translation differences  (264,119,093)  (41,844,584)  (72,455,525)
Gain (losses) from cash flow hedges  (12,203,755)  (1,865,233)  (13,151,841)
Income tax related to components of other comprehensive income that will not be reclassified to net income for the period            

Income tax benefit related to defined benefit plans

 

148,877

 

31,580

 

282,206

 

  849,518   102,332   16,184 

 

 

 

 

 

 

 

            

Income tax related to components of other comprehensive income that will be re-measured to net income for the period

 

 

 

 

 

 

 

Income tax, related to exchange rate translation differences

 

4,604,711

 

663,705

 

1,096,509

 

Income tax related to components of other comprehensive income that will be reclassified to net income for the period            
Income tax related to exchange rate translation differences  84,571,922   9,295,546   2,476,204 

Income tax related to cash flow hedges

 

(10,172,792

)

(2,041,658

)

(703,002

)

  2,334,037   683,482   2,554,551 
Other comprehensive income, total  (191,713,733)  (34,007,464)  (80,623,890)

Total comprehensive income

 

(6,144,135

)

84,765,634

 

73,615,526

 

  (68,596,413)  141,238,761   16,826,856 

Total comprehensive income attributable to:

 

 

 

 

 

 

 

            

Equity holders of the parent

 

(5,894,668

)

83,875,399

 

72,139,832

 

Equity holders of the controller  (68,721,632)  139,861,690   16,370,635 

Non-controlling interests

 

(249,467

)

890,235

 

1,475,694

 

  125,219   1,377,071   456,221 

Total comprehensive income

 

(6,144,135

)

84,765,634

 

73,615,526

 

  (68,596,413)  141,238,761   16,826,856 

 

The accompanying notes 1 to 3031 form an integral part of these financial statementsConsolidated Financial Statements

 

F-8


F-11


 

tm2038578d1_fpage002 

EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

Consolidated StatementStatements of Changes in EquiEquityty

for the years endedperiods

between January 1 and December 31, 2015, 20142020, 2019 and 2013

(Translation of consolidated financial statements originally issued in Spanish — See Note 2.2)2018  

 

 

 

 

Other reserves

 

 

 

 

 

 

 

 

 

     Other reserves                 

 

Issued capital

 

Translation reserves

 

Cash flow hedge
reserve

 

Actuarial gains
or losses in
employee
benefits

 

Other
reserves

 

Total
other
reserves

 

Retained
earnings

 

Controlling
Equity

 

Non-
Controlling
interests

 

Total Equity

 

  Issued
capital
   Reserves
for
exchange
rate
differences
   Cash
flow
hedge
reserve
   Actuarial
gains or
losses in
employee
benefits
   Other
reserves
   Total
other
reserve,
net of
taxs
   Retained
earnings
   Controlling
Equity
   

Non-
Controlling
interests

   Total
Equity
 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

  ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$ 

Opening balance at 01/01/2015

 

270,737,574

 

(53,285,698

)

6,125,615

 

(1,237,993

)

427,137,058

 

378,738,982

 

247,817,939

 

897,294,495

 

21,703,238

 

918,997,733

 

Opening balance as of 01,01,2020  270,737,574   (339,076,340)  (14,850,683)  (2,230,752)  433,151,626   76,993,851   600,918,265   948,649,690   20,254,258   968,903,948 

Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                        

Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                        

Net income

 

 

 

 

 

 

 

87,863,484

 

87,863,484

 

234,442

 

88.097.926

 

Earnings  -   -       -   -   -   121,999,805   121,999,805   1,117,515   123,117,320 

Other comprehensive income

 

 

(114,161,459

)

20,961,599

 

(558,292

)

 

(93,758,152

)

 

(93,758,152

)

(483,909

)

(94.242.061

)

  -   (178,420,146)  (9,868,850)  (2,432,441)  -   (190,721,437)  -   (190,721,437)  (992,296)  (191,713,733)

Comprehensive income

 

 

(114,161,459

)

20,961,599

 

(558,292

)

 

(93,758,152

)

87,863,484

 

(5,894,668

)

(249,467

)

(6.144.135

)

  -   (178,420,146)  (9,868,850)  (2,432,441)  -   (190,721,437)  121,999,805   (68,721,632)  125,219   (68,596,413)

Dividends

 

 

 

 

 

 

 

(60,925,992

)

(60,925,992

)

(393,306

)

(61,319,298

)

  -   -   -   -   -   -   (103,365,468)  (103,365,468)  -   (103,365,468)
Increase (decrease) from other changes  -   -   -   -   -   -   34,618,524   34,618,524   -   34,618,524 

Total changes in equity

 

 

(114,161,459

)

20,961,599

 

(558,292

)

 

(93,758,152

)

26,937,492

 

(66,820,660

)

(642,773

)

(67,463,433

)

  -   (178,420,146)  (9,868,850)  (2,432,441)  -   (190,721,437)  53,252,861   (137,468,576)  125,219   (137,343,357)

Ending balance at 12.31.2015

 

270,737,574

 

(167,447,157

)

27,087,214

 

(1,796,285

)

427,137,058

 

284,980,830

 

274,755,431

 

830,473,835

 

21,060,465

 

851,534,300

 

Ending balance as of 12,31,2020  270,737,574   (517,496,486)  (24,719,533)  (4,663,193)  433,151,626   (113,727,586)  654,171,126   811,181,114   20,379,477   831,560,591 

 

 

 

 

Other reserves

 

 

 

 

 

 

 

 

 

      Other reserves                 

 

Issued capital

 

Translation reserves

 

Cash flow hedge
reserve

 

Actuarial
gains or
losses in
employee
benefits

 

Other
reserves

 

Total
other
reserves

 

Retained
earnings

 

Controlling
Equity

 

Non-
Controlling
interests

 

Total Equity

 

  Issued
capital
   Reserves
for
exchange
rate
differences
   Cash
flow
hedge
reserve
   Actuarial
gains or
losses in
employee
benefits
   Other
reserves
   Total
other
reserve,
net of
taxs
   Retained
earnings
   Controlling
Equity
   Non-Controlling
interests
   Total
Equity
 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

  ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$ 

Opening balance at 01/01/2014

 

270,737,574

 

(81,527,711

)

2,258,144

 

(1,128,824

)

427,137,058

 

346,738,667

 

243,192,801

 

860,669,042

 

20,763,546

 

881,432,588

 

Opening balance as of 01,01,2019  270,737,574   (306,674,528)  (13,668,932)  (1,954,077)  433,151,626   110,854,089   462,221,463   843,813,126   19,901,617   863,714,743 

Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                        

Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                        

Net income

 

 

 

 

 

 

 

51,875,084

 

51,875,084

 

159,008

 

52.034.092

 

Earnings  -   -       -   -   -   173,721,928   173,721,928   1,524,297   175,246,225 

Other comprehensive income

 

 

28,242,013

 

3,867,471

 

(109,169

)

 

32,000,315

 

 

32,000,315

 

731,227

 

32.731.542

 

  -   (32,401,812)  (1,181,751)  (276,675)  -   (33,860,238)  -   (33,860,238)  (147,226)  (34,007,464)

Comprehensive income

 

 

28,242,013

 

3,867,471

 

(109,169

)

 

32,000,315

 

51,875,084

 

83,875,399

 

890,235

 

84.765.634

 

  -   (32,401,812)  (1,181,751)  (276,675)  -   (33,860,238)  173,721,928   139,861,690   1,377,071   141,238,761 

Dividends

 

 

 

 

 

 

 

(47,249,946

)

(47,249,946

)

49,457

 

(47,200,489

)

  -   -   -   -   -   -   (86,568,579)  (86,568,579)  (1,024,430)  (87,593,009)
Increase (decrease) from other changes  -   -   -   -   -   -   51,543,453   51,543,453   -   51,543,453 

Total changes in equity

 

 

28,242,013

 

3,867,471

 

(109,169

)

 

32,000,315

 

4,625,138

 

36,625,453

 

939,692

 

37,565,145

 

  -   (32,401,812)  (1,181,751)  (276,675)  -   (33,860,238)  138,696,802   104,836,564   352,641   105,189,205 

Ending balance at 12.31.2014

 

270,737,574

 

(53,285,698

)

6,125,615

 

(1,237,993

)

427,137,058

 

378,738,982

 

247,817,939

 

897,294,495

 

21,703,238

 

918,997,733

 

Ending balance as of 12,31,2019  270,737,574   (339,076,340)  (14,850,683)  (2,230,752)  433,151,626   76,993,851   600,918,265   948,649,690   20,254,258   968,903,948 

 

The accompanying notes 1 to 3031 form an integral part of these financial statementsConsolidated Financial Statements

 


F-9



Table of Contentstm2038578d1_fpage001 

 

 

 

 

 

 

Other reserves

 

 

 

 

 

 

 

 

 

      

Other reserves

                 

 

Issued capital

 

Treasury
shares

 

Translation
reserves

 

Cash flow
hedge reserve

 

Actuarial
gains or losses
in employee
benefits

 

Other
reserves

 

Total
other
reserves

 

Retained
earnings

 

Controlling Equity

 

Non-Controlling
interests

 

Total Equity

 

  Issued
capital
   Reserves
for
exchange
rate
differences
   Cash
flow
hedge
reserve
   Actuarial
gains or
losses in
employee
benefits
   Other
reserves
   Total
other
reserves,
net of tax
   Retained
earnings
   Controlling
Equity
   Non-
Controlling
interests
   Total
Equity
 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

  ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$ 

Opening balance at 01.01.2013

 

270,759,299

 

(21,725

)

(63,555,545

)

 

 

427,137,058

 

363,581,513

 

239,844,662

 

874,163,749

 

19,441,172

 

893,604,921

 

Opening balance as of 01,01,2018  270,737,574   (237,077,572)  (3,094,671)  (1,915,587)  427,137,058   185,049,228   335,523,254   791,310,056   21,923,293   813,233,349 
Changes in accounting policies  -   -   -   -   -   -   79,499,736   79,499,736   -   79,499,736 
Restated opening balance  270,737,574   (237,077,572)  (3,094,671)  (1,915,587)  427,137,058   185,049,228   415,022,990   870,809,792   21,923,293   892,733,085 

Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                        

Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                        

Net income

 

 

 

 

 

 

 

 

88,982,678

 

88,982,678

 

1,284,546

 

90,267,224

 

Earnings  -   -   -   -   -   -   96,603,371   96,603,371   847,375   97,450,746 

Other comprehensive income

 

 

 

(17,972,166

)

2,258,144

 

(1,128,824

)

 

(16,842,846

)

 

(16,842,846

)

191,148

 

(16,651,698

)

  -   (69,596,956)  (10,597,290)  (38,490)  -   (80,232,736)  -   (80,232,736)  (391,154)  (80,623,890)

Comprehensive income

 

 

 

(17,972,166

)

2,258,144

 

(1,128,824

)

 

(16,842,846

)

88,982,678

 

72,139,832

 

1,475,694

 

73,615,526

 

Comprehensive income, total  -   (69,596,956)  (10,597,290)  (38,490)  -   (80,232,736)  96,603,371   16,370,635   456,221   16,826,856 

Dividends

 

 

 

 

 

 

 

 

(85,634,539

)

(85,634,539

)

(153,320

)

(85,787,859

)

  -   -   -   -   -   -   (85,475,291)  (85,475,291)  (2,477,897)  (87,953,188)

Decrease of Capital

 

(21,725

)

21,725

 

 

 

 

 

 

 

 

 

 

Increase (decrease) from other changes  -   -   23,029   -   6,014,568   6,037,597   36,070,393   42,107,990   -   42,107,990 

Total changes in equity

 

(21,725

)

21,725

 

(17,972,166

)

2,258,144

 

(1,128,824

)

 

(16,842,846

)

3,348,139

 

(13,494,707

)

1,322,374

 

(12,172,333

)

  -   (69,596,956)  (10,574,261)  (38,490)  6,014,568   (74,195,139)  47,198,473   (26,996,666)  (2,021,676)  (29,018,342)

Ending balance at 12.31.2013

 

270,737,574

 

 

(81,527,711

)

2,258,144

 

(1,128,824

)

427,137,058

 

346,738,667

 

243,192,801

 

860,669,042

 

20,763,546

 

881,432,588

 

Ending balance as of 12,31,2018  270,737,574   (306,674,528)  (13,668,932)  (1,954,077)  433,151,626   110,854,089   462,221,463   843,813,126   19,901,617   863,714,743 

 

The accompanying notes 1 to 3031 form an integral part of these financial statementsConsolidated Financial Statements

 

F-10


F-13


 

EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

 

Consolidated StatementStatements of Direct Cash Flows

Forfor the years endedperiods between January 1 and December 31, 2015, 20142020, 2019 and 2013

(Translation of consolidated financial statements originally issued in Spanish — See Note 2.2)2018

 

 

 

 

 

01.01.2015

 

01.01.2014

 

01.01.2013

 

 

 

NOTE

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Cash flows provided by Operating Activities

 

 

 

 

 

 

 

 

 

Cash flows provided by Operating Activities

 

 

 

 

 

 

 

 

 

Receipts from customers (including taxes)

 

 

 

2,406,656,125

 

2,367,485,129

 

1,954,744,395

 

Receipts from premiums, claims, annuities and other policy benefits

 

 

 

 

 

 

 

77,300

 

Payments for Operating Activities

 

 

 

 

 

 

 

 

 

Payments to suppliers for goods and services (including taxes)

 

 

 

(1,569,343,254

)

(1,579,575,529

)

(1,349,009,473

)

Payments to employees

 

 

 

(213,532,202

)

(191,529,823

)

(153,571,748

)

Other payments for operating activities (value-added taxes on purchases, sales and others)

 

 

 

(275,697,786

)

(295,650,855

)

(222,218,717

)

Dividends received

 

 

 

1,250,000

 

1,590,675

 

2,085,031

 

Interest payments

 

 

 

(57,963,479

)

(62,079,744

)

(23,319,351

)

Interest received

 

 

 

7,463,013

 

5,332,755

 

3,295,309

 

Income tax payments

 

 

 

(26,322,106

)

(23,778,366

)

(33,410,166

)

Other cash movements (tax on bank debits Argentina and others)

 

 

 

(7,601,081

)

(6,279,811

)

(6,587,855

)

Net cash flows generated from Operating Activities

 

 

 

264,909,230

 

215,514,431

 

172,084,725

 

 

 

 

 

 

 

 

 

 

 

Cash flows used in Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from the sale of equity investees (sale of investment in Leao Alimentos e Bebidas Ltda.)

 

 

 

 

4,616,752

 

3,704,831

 

Cash flows used to obtain control of subsidiaries or other businesses (Purchase Compañía de Bebidas Ipiranga)

 

 

 

 

 

(261,244,818

)

Cash flow used to acquire non-controlling interests (Capital contribution in Leão Alimentos e Bebidas Ltda.)

 

14.2

 

(915,069

)

 

 

Proceeds from sale of property, plant and equipment

 

 

 

1,969,878

 

2,273,241

 

6,861,329

 

Purchase of property, plant and equipment

 

 

 

(112,399,528

)

(114,216,855

)

(183,697,386

)

Proceeds from other long term assets (term deposits over 90 days)

 

 

 

106,609,849

 

122,292,893

 

19,423,100

 

Purchase of other long term assets (term deposits over 90 days)

 

 

 

(95,008,674

)

(186,014,285

)

(52,076,837

)

Payments on forward, term, option and financial exchange agreements

 

 

 

(3,387,526

)

(702,959

)

(873,453

)

Receipts from forward, term, option and financial exchange agreements

 

 

 

 

4,975,477

 

11,216,678

 

Other cash movements (cash opening balance Companhia de Bebidas Ipiranga in 2013 and Embotelladoras Coca Cola Polar in 2012 and others)

 

 

 

 

 

9,137,035

 

Net cash flows used in Investing Activities

 

 

 

(103,131,070

)

(166,775,736

)

(447,549,521

)

 

 

 

 

 

 

 

 

 

 

Cash Flows generated from (used in) Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from long-term loans obtained

 

 

 

 

73,087,596

 

403,245,077

 

Proceeds from short-term loans obtained

 

 

 

89,423,068

 

106,645,178

 

246,038,498

 

Loan payments

 

 

 

(130,503,764

)

(167,480,619

)

(271,177,359

)

Payments of finance lease liabilities

 

 

 

(3,160,000

)

(6,903,487

)

 (1,959,307

)

Dividend payments by the reporting entity

 

 

 

(54,319,681

)

(52,268,909

)

(73,041,053

)

Net cash flows generated by (used in) Financing Activities

 

 

 

(98,560,377

)

(46,920,241

)

303,105,856

 

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents before exchange differences

 

 

 

63,217,783

 

1,818,454

 

27,641,060

 

Effects of exchange differences on cash and cash equivalents

 

 

 

(13,571,278

)

(2,280,146

)

(3,187,189

)

Net increase (decrease) in cash and cash equivalents

 

 

 

49,646,505

 

(461,692

)

24,453,871

 

Cash and cash equivalents — beginning of year

 

5

 

79,514,434

 

79,976,126

 

55,522,255

 

Cash and cash equivalents - end of year

 

5

 

129,160,939

 

79,514,434

 

79,976,126

 

       01,01,2020   01,01,2019   01,01,2018 
Cash flows provided by (used in) Operating Activities  NOTE   12,31,2020   12,31,2019   12,31,2018 
Cash flows provided by Operating Activities      ThCh$   ThCh$   ThCh$ 
Receipts from the sale of goods and the rendering of services (including taxes)      2,321,999,131   2,626,374,510   2,296,830,656 
Payments for Operating Activities                
Payments to suppliers for goods and services (including taxes)      (1,517,256,079)  (1,802,751,639)  (1,526,444,730)
Payments to and on behalf of employees      (189,758,823)  (203,681,853)  (199,460,816)
Other payments for operating activities (value-added taxes on purchases, sales and others)      (266,228,165)  (292,958,045)  (267,827,342)
Dividends received      1,176,079   411,041   601,022 
Interest payments      (44,299,001)  (36,141,477)  (41,353,013)
Interest received      7,538,364   1,539,120   3,545,313 
Income tax payments      (29,474,900)  (34,198,767)  (29,904,176)
Other cash movements (tax on bank debits Argentina and others)      (4,927,608)  (3,444,416)  (707,552)
Cash flows provided by (used in) Operating Activities      278,768,998   255,148,474   235,279,362 
                 
Cash flows provided by (used in) Investing Activities                
Contributions made in associates          -   (15,615,466)
Proceeds from sale of Property, plant and equipment      3,570   18,904   260,116 
Purchase of Property, plant and equipment      (85,874,958)  (110,683,258)  (121,063,273)
Purchase of intangible assets      (207,889)  (448,307)  - 
Proceeds from other long-term assets (redemption of term deposits over 90 days)      -   -   13,883,132 
Purchase of other long-term assets (term deposits over 90 days)      (472,551)  (70,373)  - 
Payments on forward, term, option and financial exchange agreements      2,122,954   1,135,034   6,403,152 
Other payments on the purchase of financial instruments      (139,449,884)  -   (1,953,309)
Net cash flows used in Investing Activities      (223,878,758)  (110,048,000)  (118,085,648)
                 
Cash Flows generated from (used in) Financing Activities                
Proceeds from short-term loans obtained      27,633,156   50,297,337   29,850,728 
Loan payments      (25,197,737)  (74,332,889)  (44,234,859)
Lease liability payments      (3,974,086)  (2,989,457)  (2,395,966)
Dividend payments by the reporting entity      (99,985,500)  (86,265,896)  (87,535,698)
Other inflows (outflows) of cash (Placement and payment of public obligations)      214,565,128   (13,821,732)  (10,319,483)
Net cash flows (used in) generated by Financing Activities      113,040,961   (127,112,637)  (114,635,278)
Net increase in cash and cash equivalents before exchange differences      167,931,201   17,987,837   2,558,436 
Effects of exchange differences on cash and cash equivalents      (13,574,854)  4,048,168   3,574,340 
Effects of exchange differences on cash and cash equivalents      (2,393,634)  (2,006,632)  (4,836,279)
Net decrease in cash and cash equivalents      151,962,713   20,029,373   1,296,497 
Cash and cash equivalents – beginning of period  4   157,567,986   137,538,613   136,242,116 
Cash and cash equivalents - end of period  4   309,530,699   157,567,986   137,538,613 

 

The accompanying notes 1 to 3031 form an integral part of these financial statementsConsolidated Financial Statements

 


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Table of Contents 

 

EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES

 

Notes to the Consolidated Financial Statements

(Translation of consolidated financial statements originally issued in Spanish — See Note 2.2)

 

NOTE 1 - CORPORATE INFORMATION

 

Embotelladora Andina S.A. RUT (Chilean Tax Id. N°) 91.144.000-8 (hereinafter “Andina,” and together with its subsidiaries, the “Company”) is an open stock corporation, whose corporate address and principal offices are located at Miraflores 9153, borough of Renca, Santiago, Chile. The Company is registered under No. 00124 of the Securities Registry and is regulated by Chile’s Financial Market Commission (hereinafter “CMF”) and pursuant to Chile’s Law 18,046 is subject to the Chilean Superintendencesupervision of this entity. It is also registered with the U.S. Securities and Insurance (SVS) pursuant to Law 18.046.Exchange Commission (hereinafter “SEC”) and its stock is traded on the New York Stock Exchange since 1994.

 

The principal activitiesactivity of Embotelladora Andina S.A. (hereafter “Andina,” and together with its subsidiaries, the “Company”) areis to produce, bottle, commercialize and selldistribute the products under registered trademarks of The Coca-Cola Company (TCCC). The Company maintains operations and is licensed to produce, commercialize and distribute such products and other Coca-Cola beverages. After the merger and recent acquisitions, the Company has operationsin certain territories in Chile, Brazil, Argentina and Paraguay. Paraguay

In Chile, the geographic areasterritories in which it has such a license are the Company has distribution franchises are regionsMetropolitan Region; the province of San Antonio, the V Region; the province of Cachapoal including the commune of San Vicente de Tagua-Tagua, the VI Region; the II Region of Antofagasta; the III Region of Atacama, the IV Region of Coquimbo XI Region de Aysén del General Carlos Ibáñez del Campo; XII Metropolitan Region Rancaguaof Magallanes and San Antonio.Chilean Antarctic. In Brazil, the Company has distribution franchises inaforementioned license covers much of the statesstate of Rio de Janeiro, Espíritothe entire state of Espirito Santo, Niteroi, Vitoria, Nova Iguaçu,and part of the states of Sao Paulo and part of Minas Gerais. In Argentina the Company has distribution franchises init includes the provinces of Córdoba, Mendoza, Córdoba,San Juan, San Luis, Entre Ríos, as well as part of the provinces of Santa Fe Rosario,and Buenos Aires, Chubut, Santa Cruz, Neuquén, El Chubut, Tierra del Fuego, Río Negro, La Pampa, Tierra del Fuego, Antarctica and the western zone of the Province of Buenos Aires. InSouth Atlantic Islands. Finally, in Paraguay the franchised territory coverescomprises the whole country.country. The Company has distribution licenses from The Coca-Cola Company in all of its territories: Chile, Brazil, Argentina and Paraguay. Licensesbottling agreement for the territories in Chile expireexpires in 2018 and 2019;October 2023; in Argentina it expires in 2017;2022; in Brazil it expires in 20172022, and in Paraguay they expireit expires in 2020.2021. Said agreements are renewable upon the request of the licensee and at the sole discretion of The Coca-Cola Company chooses to grant all of these licenses, and they are expected to be renewed under similar conditions on the date of expiration.Company.

 

As of December 31, 2015, the Freiredate of these consolidated financial statements, regarding Andina’s principal shareholders, the Controlling Group and its related companies hold 55.68%holds 55.38% of the outstanding shares with voting rights, corresponding to the Series A shares. The Controlling Group is composed of the Chadwick Claro, Garcés Silva, Said Handal and Said Somavía families, who control the Company in equal parts.

 


The head office of Embotelladora Andina S.A. is located on Miraflores 9153, municipality of Renca, Santiago, Chile. Its taxpayer identification number is 91.144.000-8.

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Table of Contents 

 

NOTE 2 - BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARYAPPLICATION OF SIGNIFICANT ACCOUNTING POLICIESCRITERIA

 

2.1Periods covered       Accounting principles and basis of preparation

 

These consolidated financial statements encompass the following periods:

Consolidated statements of financial position: For the years ended at December 31, 2015 and 2014.

Consolidated statements of income by function and comprehensive income: For the periods from January 1 to December 31, 2015, 2014  and 2013.

Consolidated statements of cash flows: For the periods from January 1 to December 31, 2015, 2014 and 2013, using the “direct method”.

Consolidated statements of changes in equity:  For the periods between January 1 and December 31, 2015, 2014 and 2013 .

2.2Basis of preparation

The Company’s Consolidated Financial Statements for the yearsperiods ended December 31, 20152020 and 2014 were2019, have been prepared in accordance with the International Financial Reporting Standards (hereinafter “IFRS”"IFRS") issued by the International Accounting Standards Board (hereinafter “IASB”"IASB").

 

As explained in note 10.1, on September 29, 2014 Law No. 20,780 was issued, which introduces modificationsThese Consolidated Financial Statements have been prepared following the going concern principle by applying the historical cost method, with the exception, according to the income tax system in Chile and other tax matters. On October 17, 2014 the Chilean SuperintendenceIFRS, of Securities and Insurance (the “SVS”) issued Circular No. 856, which established that the effects of the change in the income tax rates on deferred taxthose assets and liabilities must be recognized directly within “Retained earnings” instead of the income statement as required by IAS 12.that are recorded at fair value.

 

In order to comply with IAS 12,These Consolidated Statements reflect the consolidated financial statementsposition of Embotelladora Andina S,A, and its Subsidiaries as of December 31,2014 are different to those presented to31, 2020 and 2019 and the SVS asrelated consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the aforementioned effect has been recognized withinthree years in the income statement. A reconciliation of such differences is presented as follows:period ended December 31, 2020, 2019 and 2018 and the related notes.

 

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Table of Contents

As of December 31, 2014

 

 

Consolidated
Financial
Statements
for SEC

 

Consolidated
Financial
Statements
for SVS

 

Difference

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Total Equity

 

 

 

 

 

 

 

Equity holders of the parent

 

 

 

 

 

 

 

Retained earnings

 

 

 

 

 

 

 

Net income (loss) for the period

 

51,875,084

 

75,490,235

 

(23,615,151

)

Retained earnings for the last period

 

195,942,855

 

172,327,704

 

23,615,151

 

Total retained earnings

 

247,817,939

 

247,817,939

 

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

 

 

 

 

 

 

Retained earnings

 

 

 

 

 

 

 

Net income (loss) for the period

 

159,008

 

317,203

 

(158,195

)

Retained earnings for the last period

 

21,544,230

 

21,386,035

 

158,195

 

Total retained earnings

 

21,703,238

 

21,703,238

 

 

The consolidated financial statements are presented under the historical cost criteria, although modified by the revaluation of certain financial instruments and derivative instruments.

The Company’s 20152020 local statutory consolidated financial statements in spanishSpanish were approved by the Company’s Board of Directors on February 29, 2016,23, 2021, with subsequent events first being considered through that date. Those local statutory consolidated financial statements consisted of consolidated statement of financial position as of December 31, 20152020 and 20142019 along with consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows (and related disclosures), each for the two years then ended. Those consolidated financial statements were then subsequently approved by the Company’s shareholders during its April 26, 2016 meeting.15, 2021 meeting.

 

Included in this 20152020 consolidated financial statements are consolidated statement of financial position as of December 31, 20152020 and 2014,2019, along with consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows (and the related disclosures) for each of the three years ended December 31, 2015, 20142020, 2019 and 2013.2018. This three yearthree-year presentation of operations, changes in equity and of cash flows is required by the rules of the United States Securities and Exchange Commission. Other than such three year presentation and disclosure and the effect of the change in the income tax rates on deferred tax assets and liabilities were directly recognized within “Retained Earnings” in the Company’s 2015 local statutory consolidated financial statements instead of the income statement for the period ended December 31, 2015 , theThe accompanying English language IFRS consolidated financial statements are consistent with the previously issued local statutory consolidated financial statements. This three yearthree-year English language IFRS consolidated financial statements were approved for issuances by the Board of Directors during a session held on April 26, 2016,27, 2021, with subsequent events considered through this later date.

 

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Table of Contents

2.3Basis of consolidation

2.3.1Subsidiaries

These consolidated financial statement incorporateConsolidated Financial Statements have been prepared based on the financial statementsaccounting records maintained by the Parent Company and by the other entities that are part of the Company and are presented in thousands of Chilean pesos (unless expressly stated) as this is the functional and presentation currency of the Company. Foreign operations are included in accordance with the accounting policies established in Notes 2.5.

2.2       Subsidiaries and consolidation

Subsidiary entities are those companies directly or indirectly controlled by the Company (its subsidiaries).Embotelladora Andina. Control is obtained when the Company has power over the investee, when it has exposure or is entitled to variable returns from its involvement in the investee and when it has the ability to use its power to influence the amount of investor returns. They include assets and liabilities, as of December 31, 2015 and 2014 and results of operations, and cash flows for the years ended December 31, 2015, 2014 and 2013.periods reported. Income or losses from subsidiaries acquired or sold are included in the consolidated financial statementsConsolidated Financial Statements from the effective date of acquisition through to the effective date of disposal, as applicable.

 

The acquisition method is used to account for the acquisition of subsidiaries. The consideration transferred for the acquisition of the subsidiary is the fair value of assets transferred, equity securities issued, liabilities incurred to the former owners of the acquire or assumed on the date that control is obtained. Identifiable assets acquired, and identifiable liabilities and contingencies assumed in a business combination are accounted for initially at their fair values at the acquisition date. Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If the consideration is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the income statement. All acquisition related costs are expensed in the period incurred.statement.


 

 

Intercompany transactions, balances income, expenses and unrealized gains and losses on transactions between Group companiesentities are eliminated. AccountingUnrealized losses are also eliminated. When necessary, the accounting policies of the subsidiaries are changedmodified to ensure consistencyuniformity with the policies adopted by the Company, where necessary.Group.

 

The interest of non-controlling shareholders is presented in “Non-Controlling Interest” in the consolidated income statement and Earnings attributable to non-controlling interests”, in the consolidated statement of changes in equity. and the consolidated statement of income by function under "Non-Controlling Interest" and “Earnings attributable to non-controlling interests", respectively.

 

The consolidated financial statements include all assets, liabilities, income, expenses, and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions.

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Table of Contents

The list of subsidiariestransaction among the Group’s entities, the subsidiary companies included in the consolidation is detailed as follows:are the following:

 

 

 

 

Holding control (percentage)

 

   Ownership interest 

 

 

 

12-31-2015

 

12-31-2014

 

   12.31.2020 12.31.2019 

Taxpayer ID

 

Name of the Company

 

Direct

 

Indirect

 

Total

 

Direct

 

Indirect

 

Total

 

 Company Name Direct Indirect Total Direct Indirect Total 

59.144.140-K

 

Abisa Corp S.A.

 

 

99.99

 

99.99

 

 

99.99

 

99.99

 

 Abisa Corp S.A.  -   99.99   99.99   -   99.99   99.99 

Foreign

 

Aconcagua Investing Ltda.

 

0.71

 

99.28

 

99.99

 

0.71

 

99.28

 

99.99

 

 Aconcagua Investing Ltda.  0.70   99.28   99.98   0.70   99.28   99.98 

96.842.970-1

 

Andina Bottling Investments S.A.

 

99.90

 

0.09

 

99.99

 

99.90

 

0.09

 

99.99

 

 Andina Bottling Investments S.A.  99.9   0.09   99.99   99.9   0.09   99.99 

96.972.760-9

 

Andina Bottling Investments Dos S.A.

 

99.90

 

0.09

 

99.99

 

99.90

 

0.09

 

99.99

 

 Andina Bottling Investments Dos S.A.  99.9   0.09   99.99   99.9   0.09   99.99 

Foreign

 

Andina Empaques Argentina S.A.

 

 

99.98

 

99.98

 

 

99.98

 

99.98

 

 Andina Empaques Argentina S.A.  -   99.98   99.98   -   99.98   99.98 

96.836.750-1

 

Andina Inversiones Societarias S.A.

 

99.98

 

0.01

 

99.99

 

99.98

 

0.01

 

99.99

 

 Andina Inversiones Societarias S.A.  99.98   0.01   99.99   99.98   0.01   99.99 

76.070.406-7

 

Embotelladora Andina Chile S.A.

 

99.99

 

 

99.99

 

99.99

 

 

99.99

 

 Embotelladora Andina Chile S.A.  99.99   -   99.99   99.99   -   99.99 

Foreign

 

Embotelladora del Atlántico S.A.

 

0.92

 

99.07

 

99.99

 

0.92

 

99.07

 

99.99

 

 Embotelladora del Atlántico S.A.  0.92   99.07   99.99   0.92   99.07   99.99 

96.705.990-0

 

Envases Central S.A.

 

59.27

 

 

59.27

 

59.27

 

 

59.27

 

 Envases Central S.A.  59.27   -   59.27   59.27   -   59.27 

96.971.280-6

 

Inversiones Los Andes Ltda.

 

99.99

 

 

99.99

 

99.99

 

 

99.99

 

Foreign

 

Paraguay Refrescos S.A.

 

0.08

 

97.75

 

97.83

 

0.08

 

97.75

 

97.83

 

 Paraguay Refrescos S.A.  0.08   97.75   97.83   0.08   97.75   97.83 

76.276.604-3

 

Red de Transportes Comerciales Ltda.

 

99.90

 

0.09

 

99.99

 

99.90

 

0.09

 

99.99

 

 Red de Transportes Comerciales Ltda.  99.9   0.09   99.99   99.9   0.09   99.99 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

 

99.99

 

99.99

 

 

99.99

 

99.99

 

 Rio de Janeiro Refrescos Ltda.  -   99.99   99.99   -   99.99   99.99 

78.536.950-5

 

Servicios Multivending Ltda.

 

99.90

 

0.09

 

99.99

 

99.90

 

0.09

 

99.99

 

 Servicios Multivending Ltda.  99.9   0.09   99.99   99.9   0.09   99.99 

78.775.460-0

 

Sociedad de Transportes Trans-Heca Limitada

 

 

99.99

 

99.99

 

 

99.99

 

99.99

 

78.861.790-9

 

Transportes Andina Refrescos Ltda.

 

99.90

 

0.09

 

99.99

 

99.90

 

0.09

 

99.99

 

 Transportes Andina Refrescos Ltda.  99.9   0.09   99.99   99.9   0.09   99.99 

96.928.520-7

 

Transportes Polar S.A.

 

99.99

 

 

99.99

 

99.99

 

 

99.99

 

 Transportes Polar S.A.  99.99   -   99.99   99.99   -   99.99 

76.389.720-6

 

Vital Aguas S.A.

 

66.50

 

 

66.50

 

66.50

 

 

66.50

 

 Vital Aguas S.A.  66.50   -   66.50   66.50   -   66.50 

93.899.000-k

 

Vital Jugos S.A.

 

15.00

 

50.00

 

65.00

 

15.00

 

50.00

 

65.00

 

 Vital Jugos S.A.  15.00   50.00   65.00   15.00   50.00   65.00 


 

 

2.3.22.3       Investments accounted for underin associates

Ownership interest held by the Group in associates are recorded following the equity method. According to the equity method, the investment in an associate is initially recorded at cost. As of the date of acquisition, the investment in the statement of financial position is recorded by the proportion of its total assets, which represents the Group's participation in its capital, once adjusted, where appropriate, the effect of the transactions made with the Group, plus capital gains that have been generated in the acquisition of the company.

Dividends received from these companies are recorded by reducing the value of the investment and the results obtained by them, which correspond to the Group according to its ownership, are recorded under the item “Participation in profit (loss) of associates accounted for by the equity method.”

 

Associates are all entities over which the CompanyGroup exercises significant influence but does not have control. InvestmentsSignificant influence is the power to intervene in the financial and operating policy decisions of the associate, without having control or joint control over it. The results of these associates are accounted for using the equity method of accounting.

The Company’s share in profit or loss in associates subsequent to the acquisition date is recognized in the income statement, and its share of post acquisition movements in other comprehensive income is recognized in OCI with corresponding adjustment to the carrying amount of the investment.

Unrealized gains in transactions between the Company and its associates are eliminated to the extent of the Company´s interests in those associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment on the asset transferred.method. Accounting policies of the associates are changed, where necessary, to ensure conformity with the policies adopted by the Company.Company and unrealized gains are eliminated.

 

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Table of Contents

2.4Financial reporting by operating segment

 

IFRS 8 Operating Segments” requires that entities disclose information on the results of operating segments.segments, In general, this is information that Management and the Board of Directors use internally to assess performance of segments and allocate resources to them.them, Therefore, the following operating segments have been determined based on geographic location:

 

·Operation in Chile
·Operation in Brazil
·Operation in Argentina
·Operation in Paraguay

·                 Chilean operations

·                 Brazilian operations

·                 Argentine operationsF-18

·                  Paraguayan operations

 

2.5Foreign currency translation 

 

2.5.12.5       Functional currency and presentation currency

2.5.1    Functional currency

 

Items included in the financial statements of each of the entities in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional currency of each of the Operations is the following:

Company

Functional currency

Embotelladora del AtlánticoArgentine Peso (ARS)
Embotelladora AndinaChilean Peso (CLP)
Paraguay RefrescosParaguayan Guaraní (PYG)
Rio de Janeiro RefrescosBrazil Real (BRL)

Foreign currency-denominated monetary assets and liabilities are converted to the functional currency at the spot exchange rate in effect on the closing date.

All differences arising from the liquidation or conversion of monetary items are recorded in the income statement, with the exception of the monetary items designated as part of the hedging of the Group's net investment in a business abroad. These differences are recorded under other comprehensive income until the disposal of the net investment, at which point they are reclassified to the income statement. Tax adjustments attributable to exchange differences in these monetary items are also recognized under other comprehensive income.

Non-monetary items that are valued at historical cost in a foreign currency are converted using the exchange rate in effect at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are converted using the exchange rate in effect at the date on which fair value is determined. Losses or gains arising from the conversion of non-monetary items measured at fair value are recorded in accordance with the recognition of losses or gains arising from the change in the fair value of the respective item (e.g., exchange differences arising from items whose fair value gains or losses are recognized in another overall result or in results are also recognized under comprehensive income ).

Functional currency in hyperinflationary economies

Beginning July 2018, Argentina's economy is considered as hyperinflationary, according to the criteria established in the International Accounting Standard No. 29 “Financial information in hyperinflationary economies” (IAS 29). This determination was carried out based on a series of qualitative and quantitative criteria, including an accumulated inflation rate of more than 100% for three years. In accordance with IAS 29, the financial statements of companies in which Embotelladora Andina S.A. participates in Argentina have been retrospectively restated by applying a general price index to the historical cost, in order to reflect the changes in the purchasing power of the Argentine peso, as of the closing date of these financial statements.

Non-monetary assets and liabilities were restated since February 2003, the last date an inflation adjustment was applied for accounting purposes in Argentina. In this context, it should be mentioned that the Group made its transition to IFRS on January 1, 2004, applying the attributed cost exemption for Property, plant and equipment.

For consolidation purposes in Embotelladora Andina S.A. and as a result of the adoption of IAS 29, the results and financial situation of our Argentine subsidiaries were converted to the closing exchange rate (ARS/CLP) as December 31, 2020, in accordance with IAS 21 "Effects of foreign currency exchange rate variations", when dealing with a hyperinflationary economy.


 

The comparative amounts in the consolidated financial statements are those that were presented as current year amounts in Chilean pesos, which is the parent company’s functional currencyrelevant financial statements of the previous year (i.e., not adjusted for subsequent changes in price level or exchange rates). This results in differences between the closing net equity of the previous year and the Company´s presentation currency.

2.5.2Balances and transactions

Foreign currency transactions are translated into the functional currency using the foreign exchange rates prevailing on the datesopening net equity of the transactions. Lossescurrent year and, gains in foreign currency resulting fromas an accounting policy option, these changes are presented as follows: (a) the liquidationre-measurement of these transactionsinitial balances under IAS 29 as an adjustment to equity and the translation at the closing exchange(b) subsequent effects, including re-expression under IAS 21 , as "Exchange rate of monetary assets and liabilities denominated in foreign currency are recognizeddifferences in the income statementsconversion of foreign operations" under foreign exchange rate differences, except when they correspond to cash flow hedges; in which case they are presented in the statement ofother comprehensive income.

 

The exchange rates at the close of each ofInflation for the periods presented were as follows:from January to December 20202 and 2019 amounted to 36.01% and 54.85%, respectively.

 

 

 

Exchange rate to the Chilean peso

 

Date

 

US$
dollar

 

R$ Brazilian
Real

 

A$ Argentine
Peso

 

UF Unidad de
Fomento

 

Paraguayan
Guaraní

 


Euro

 

12.31.2015

 

710.16

 

181.87

 

54.46

 

25,629.09

 

0.1217

 

774.61

 

12.31.2014

 

606.75

 

228.43

 

70.96

 

24,627.10

 

0.1311

 

738.05

 

12.31.2013

 

524.61

 

223.94

 

80.45

 

23,309.56

 

0.1144

 

724.30

 

2.5.3Translation of foreign subsidiaries2.5.2    Presentation currency

 

The financial position and results of all entities inpresentation currency is the Company (none ofChilean peso, which hasis the functional currency of a hyperinflationary economy) that have athe parent company, for such purposes, the financial statements of subsidiaries are translated from the functional currency different fromto the presentation currency as indicated below:

a.Translation of financial statements whose functional currency does not correspond to hyperinflationary economies (Brazil and Paraguay)

Financial statements measured as indicated are translated intoto the presentation currency as follows:

 

·The statement of financial position is translated to the closing exchange rate at the financial statement date and the income statement is translated at the average monthly exchange rates, the differences that result are recognized in equity under other comprehensive income.
·Cash flow income statement are also translated at average exchange rates for each transaction.
·In the case of the disposal of an investment abroad, the component of other comprehensive income (OCI) relating to that investment is reclassified to the income statement.

F-17

b.Translation of financial statements whose functional currency corresponds to hyperinflationary economies (Argentina)

Financial statements of economies with a hyperinflationary economic environment, are recognized according to IAS 29 Financial Information in Hyperinflationary Economies, and subsequently converted to Chilean pesos as follows:

·The statement of financial position sheet is translated at the closing exchange rate at the financial statements date.
·The income statement is translated at the closing exchange rate at the financial statements date
·The statement of cash flows is converted to the closing exchange rate at the date of the financial statements.
·For the disposal of an investment abroad, the component of other comprehensive income (OCI) relating to that investment is reclassified to the income statement.




Table of Contents 

 

(i)                         Assets and liabilities for2.5.3    Exchange rates

Exchange rates regarding the statement of financial position are translatedChilean peso in effect at the closing exchange rateend of each period are as of the reporting date;follows:

(ii)                      Income

Date  USD  BRL  ARS  PGY 
 12.31.2020   710.95   136.80   8.44   0.103 
 12.31.2019   748.74   185.76   12.50   0.116 
 12.31.2018   694.77   179.30   18.43   0.117 

2.6       Property, plant, and expenses of the income statement are translated at average exchange rates for the period; and

(iii)                   All resulting translation differences are recognized in other comprehensive income.equipment

 

The companies that have a functional currency different from the presentation currencyelements of the parent company are:

Company

Functional currency

Rio de Janeiro Refrescos Ltda.

R$Brazilian Real

Embotelladora del Atlántico S.A.

A$Argentine Peso

Andina Empaques Argentina S.A.

A$Argentine Peso

Paraguay Refrescos S.A.

G$Paraguayan Guaraní

In consolidation, translation differences arising from the translation of net investments in foreign entities are recognized in other comprehensive income. Exchange differences from accounts receivable which are considered to be part of an equity investment are recognized as comprehensive income net of deferred taxes, if applicable. On disposal of the investment, such translation differences are recognized in the income statement as part of the gain or loss on the disposal of the investment.

2.6Property, plant, and equipment

Assets included in property, plant and equipment, are recognized atvalued for their historicalacquisition cost, or fair value on the IFRS transition date, lessnet of their corresponding accumulated depreciation, and cumulativeof the impairment losses.losses they have experienced.

 

HistoricalThe cost of property,the items of Property, plant and equipment includes expendituresinclude in addition to the price paid for the acquisition: i) the financial expenses accrued during the construction period that are directly attributable to the acquisition, construction or production of qualified assets, which are those that require a substantial period of time before being ready for use, such as production facilities. The Group defines a substantial period as one that exceeds twelve months. The interest rate used is that corresponding to specific financing or, if it does not exist, the weighted average financing rate of the items less government subsidies resultingCompany making the investment; and ii) personnel expenses directly related to the construction in progress.

Construction in progress is transferred to operating assets after the end of the trial period when they are available for use, from the difference between market interest rates and the government´s preferential credit rates. Historical cost also includes revaluations and price-level restatements of opening balances (attributable cost) at January 1, 2009, in accordance with the exemptions in IFRS 1.which moment depreciation begins.

 

Subsequent costs are included in the asset´sasset’s carrying amount or recognized as a separate asset only when it is probable that future economic benefits associated with the items of property,Property, plant and equipment will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. Repairs and maintenance are charged to the income statement in the reporting period in which they are incurred.

 

Land is not depreciated.depreciated since it has an indefinite useful life. Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives.

 

The estimated useful lives by asset category are:

 

Assets

Range in years

Buildings

30-50

15-80

Plant and equipment

10-20

5-20

Warehouse installations and accessories

10-30

10-50

Software licenses, furnitureFurniture and supplies

4-5

Motor vehicles

5-7

4-10

Other property,Property, plant and equipment

3-8

3-10

Bottles and containers

2-8

2-5

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The residual value and useful lives of assetsProperty, plant and equipment are reviewed and adjusted at the end of each financial statement reporting period,fiscal year, if appropriate.

 


When the value of 

The Company assesses on each reporting date if there is evidence that an asset is greater than its estimatedmay be impaired. The Group estimates the recoverable amount of the valueasset, if there is written down immediately to its recoverable amount.evidence, or when an annual impairment test is required for an asset.

 

Gains and losses on disposals of property, plant, and equipment are calculated by comparing the proceeds to the carrying amount and are charged to other expenses by function or other gains, as appropriate in the statement of comprehensive income statement.

 

If there are items available for sale, and comply with the conditions of IFRS 5 “Non-current assets held for sale and discontinued operations” are separated from property, plant and equipment and are presented within current assets at the lower value between the book value and its fair value less selling costs.

2.7Intangible assets and Goodwill

 

2.7.1Goodwill

2.7.1    Goodwill

 

Goodwill represents the excess of the consideration transferred over the Company’s interest in the net fair value of the net identifiable assets of the subsidiary and the fair value of the non-controlling interest in the subsidiary on the acquisition date. GoodwillSince goodwill is an intangible asset with indefinite useful life, it is recognized separately and tested annually for impairment or more frequently if events or changes in circumstances indicate a potential impairment. Goodwill is carried at cost less accumulated impairment losses.

 

Gains and losses on the sale of an entity include the carrying amount of goodwill related to that entity.

 

Goodwill is assigned to each cash generating unit (CGU) or group of cash-generating units;units, from where it is expected to benefit from the synergies arising from the business combination. Such CGUs or groups of CGUs represent the lowest level in the organization at which goodwill is monitored for internal management purposes.

 

2.7.2Distribution rights

 

Distribution rights are contractual rights to produce andand/or distribute products under the Coca-Cola brand and other brands in certain territories in Argentina, Brazil, Chile and Paraguay whichthat were acquired during Business Combination. Distribution rights are born from the process of valuation at fair value of the assets and liabilities of companies acquired in business combinations. Distribution rights have an indefinite useful life and are not amortized, as the Company believes that the agreements will be(as they are permanently renewed indefinitely by theThe Coca-Cola Company with similar termsCompany) and conditions.  Theytherefore are subject to impairment tests on an annual basis.

 

2.7.3Software

2.7.3Software

 

Carrying amounts correspond to internal and external software development costs, which are capitalized once the recognition criteria in IAS 38, Intangible Assets,, have been met. SoftwareTheir accounting recognition is initially realized for their acquisition or production cost and, subsequently, they are valued at their net cost of their corresponding accumulated amortization and of the impairment losses that, if applicable, they have experienced. The aforementioned software is amortized in administrative expenses in the consolidated income statement over a period ofwithin four years.

 

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2.8Impairments Impairment of non-financial assets

 

Assets that have an indefinite useful life, such as intangibles related to distribution rights and goodwill, are not amortized and are tested annually for impairment or more frequently if events or changes in circumstances indicate a potential impairment. Assets that are subject to amortization are tested for impairment whenever there is an event or change in circumstances indicating that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the carrying value of the asset exceeds its recoverable amount. The recoverable amount is the greater of an asset’s fair value less costs to sell or its value in use.

 

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units)units - CGU).

 

2.9FinancialRegardless of what was stated in the previous paragraph, in the case of CGUs to which capital gains or intangible assets have been assigned with an indefinite useful life, the analysis of their recoverability is carried out systematically at the end of each fiscal year. These indications may include new legal provisions, change in the economic environment that affects business performance indicators, competition movements, or the disposal of an important part of a CGU.

Management reviews business performance based on geographic segments. Goodwill is monitored at the operating segment level that includes the different cash generating units in operations in Chile, Brazil, Argentina and Paraguay. The impairment of distribution rights is monitored geographically in the CGU or group of cash generating units, which correspond to specific territories for which Coca-Cola distribution rights have been acquired. These cash generating units or groups of cash generating units are composed of the following segments:

-Operation in Chile;
-Operation in Argentina;
-Operation in Brazil (State of Rio de Janeiro and Espirito Santo, Ipiranga territories, investment in the Sorocaba associate and investment in the Leão Alimentos S.A. associate);
-Operation in Paraguay

To check if goodwill has suffered a loss due to impairment of value, the Company compares the book value thereof with its recoverable value, and recognizes an impairment loss, for the excess of the asset's carrying amount over its recoverable amount. To determine the recoverable values of the CGU, management considers the discounted cash flow method as the most appropriate.

The main assumptions used in the annual test are:

a)Discount rate

The discount rate applied in the annual test carried out in December 2020 was estimated using the CAPM (Capital Asset Pricing Model) methodology, which allows estimating a discount rate according to the level of risk of the CGU in the country where it operates. A nominal discount rate in local currency before tax is used according to the following table:

   Discount rates 2020  Discount rates 2019 
Argentina   28.1%  35.3%
Chile   7.2%  8.5%
Brazil   9.9%  11.4%
Paraguay   9.3%  11.5%


 

b)Other assumptions

The financial projections to determine the net present value of the future cash flows of the CGUs are modeled based on the main historical variables and the respective budgets approved by the CGU. In this regard, a conservative growth rate is used, which reaches 5% for the carbonated beverage category and up to 7% for less developed categories such as juices and waters. Beyond the fifth year of projection, growth perpetuity rates are established per operation ranging from 1% to 2.5% depending on the degree of maturity of the consumption of the products in each operation. In this sense, the variables with greatest sensitivity in these projections are the discount rates applied in the determination of the net present value of projected cash flows, growth perpetuities and EBITDA margins considered in each CGU.

In order to sensitize the impairment test, variations were made to the main variables used in the model. Ranges used for each of the modified variables are:

-Discount Rate: Increase / Decrease of up to 100 bps as a value in the rate at which future cash flows are discounted to bring them to present value
-Perpetuity: Increase / Decrease of up to 75 bps in the rate to calculate the perpetual growth of future cash flows
-EBITDA margin: Increase / Decrease of 100 bps of EBITDA margin of operations, which is applied per year for the projected periods, that is, for the years 2021-2025

In each sensitization scenario of the of the 3 variables mentioned above, no signs of impairment were observed for the Company's CGUs.

 

The Company classifiesperforms the impairment analysis on an annual basis. As a result of the tests conducted as of December 31, 2020 and 2019, no evidence of impairment was identified in any of the CGUs listed above, assuming conservative EBITDA margin projections and in line with market history.

Despite the deterioration in macroeconomic conditions experienced by the economies of the countries in which operations are carried out and as a result of the pandemic, the impairment test yielded recovery values higher than the book values of assets, including those for the sensitivity calculations in the stress test conducted on the model.

It should be noted that although no impairment evidence was identified for the CGUs described above, the annual review of other investments identified that for the AdeS brand in Chile's operation the recoverable value would be CLP 1,451 million below the book value recorded in the financial statements, which were reduced from its book value as of December 2020. The main reasons are due to the lower expected flows for the seed-based non-carbonated beverage segment for the local market.

2.9       Financial instruments

A financial assets intoinstrument is any contract that results in the following categories:recognition of a financial asset in one entity and a financial liability or equity instrument in another entity.

2.9.1    Financial assets

Pursuant to IFRS 9 “Financial Instruments”, except for certain trade accounts receivable, the Group initially measures a financial asset at its fair value plus transaction costs, in the case of a financial asset that is not at fair value, through profit or loss, loans and receivables, financial assets held to maturity, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.reflecting changes in P&L.


 

 

At each reporting dateThe classification is based on two criteria: (a) the Company assesses if there is evidence of impairment for any asset or group of financial assets.

2.9.1Financial assets at fair value through profit or loss

Fair value financial assets with changes in results are financial assets available for sale in the short term. A financial asset is classified under this category if it is acquired mainlyGroup's business model for the purpose of selling it inmanaging financial assets to obtain contractual cash flows; and (b) if the short term.  Assets in this categorycontractual cash flows of financial instruments represent "solely payments of principal and interest” on the outstanding principal amount (the “SPPI criterion”). According to IFRS 9, financial assets are classified as current assets.

Derivatives are also categorized as held for trading unless they are designated as hedges.

Gains or losses fromsubsequently measured at (i) fair value with changes in fair value of financial assets atP&L (FVPL), (ii) amortized cost or (iii) fair value through profit and loss are recognized in theother comprehensive income statement under financial income or expense during the year in which they incur.(FVOCI).

 

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TableThe subsequent classification and measurement of Contentsthe Group's financial assets are as follows:

 

2.9.2Loans and receivables

-Financial asset at amortized cost for financial instruments that are maintained within a business model with the objective of maintaining the financial assets to collect contractual cash flows that meet the SPPI criterion. This category includes the Group’s trade and other accounts receivable.

 

Loans and accounts receivable are financial assets with fixed and determinable payments that are not quoted in an active market period. Loans and receivables are not quoted in an active market. They are included in current assets, unless they are due more than 12 months from the reporting date, in which case they are classified as non-current assets. Loans and receivables are included in trade and other receivables in the consolidated statement of financial position and they are recorded at their amortized cost less a provision for impairment.

An impairment is recorded on trade accounts receivable when there is objective evidence that the Company may not be able to collect the full amount according to the original terms of the receivable, based either on individual or on global aging analyses. The loss is recognized in administrative expenses in the consolidated income statement.

2.9.3Financial assets held to maturity

-Financial assets measured at fair value with changes in other comprehensive income (FVOCI), with gains or losses recognized in P&L at the time of liquidation. Financial assets in this category correspond to the Group's instruments that meet the SPPI criterion and are kept within a business model both to collect cash flows and to sell.

 

Other financial assets corresponds to bank depositsare classified and subsequently measures as follows:

-Equity instruments at fair value with changes in other comprehensive income (FVOCI) without recognizing earnings or losses in P&L at the time of liquidation. This category only includes equity instruments that the Group intends to keep in the foreseeable future and that the Group has irrevocably chosen to classify in this category in the initial recognition or transition.

-Financial assets at fair value with changes in P&L (FVPL) include derivative instruments and equity instruments quoted that the Group had not irrevocably chosen to classify at FVOCI in the initial recognition or transition. This category also includes debt instruments whose cash flow characteristics do not comply with the SPPI criterion or are not kept within a business model whose objective is to recognize contractual cash flows or sale.

A financial asset (or, where applicable, a portion of a financial asset or a portion of a group of similar financial assets) is initially disposed (for example, canceled in the Company’s managementGroup's consolidated financial statements) when:

-The rights to receive cash flows from the asset have expired,

-The Group has transferred the rights to receive the cash flows of the asset or has assumed the obligation to pay all cash flows received without delay to a third party under a transfer agreement; and the Group (a) has substantially transferred all risks and benefits of the asset, or (b) has not substantially transferred or retained all risks and benefits of the asset but has transferred control of the asset.

2.9.2    Financial Liabilities

Financial liabilities are classified as a fair value financial liability at the positive intentiondate of their initial recognition, as appropriate, with changes in results, loans and ability to hold until their maturity. Theycredits, accounts payable or derivatives designated as hedging instruments in an effective coverage.

All financial liabilities are recordedinitially recognized at fair value and transaction costs directly attributable are netted from loans and credits and accounts payable.


 

The Group's financial liabilities include trade and other accounts payable, loans and credits, including those discovered in current assets because they mature in less than 12 months from the reporting dateaccounts, and are carried at cost, which approximates their fair value considering their short-term nature.derivative financial instruments.

 

AccruedThe classification and subsequent measurement of the Group's financial liabilities are as follows:

-Fair value financial liabilities with changes in results include financial liabilities held for trading and financial liabilities designated in their initial recognition at fair value with changes in results. The losses or gains of liabilities held for trading are recognized in the income statement.

-Loans and credits are valued at cost or amortized using the effective interest rate method. Gains and losses are recognized in the income statement when liabilities are disposed, as well as interest accrued in accordance with the effective interest rate method.

A financial liability is disposed of when the obligation is extinguished, cancelled or expires. Where an existing financial liability is replaced by another of the same lender under substantially different conditions, or where the conditions of an existing liability are substantially modified, such exchange or modification is treated as a disposal of the original liability and the recognition of the new obligation. The difference in the values in the respective books is recognized in the consolidated income statement under financial income during the year in which it occurs.of income.

 

2.9.3    Offsetting financial instruments

Financial assets and financial liabilities are offset with the corresponding net amount presenting the corresponding net amount in the statement of financial position, if:

-There is currently a legally enforceable right to offset the amounts recognized, and
-It is intended to liquidate them for the net amount or to realize the assets and liquidate the liabilities simultaneously.

2.10Derivatives financial instruments and hedging activities

 

The Company usesand its subsidiaries use derivative financial instruments to mitigate risks relating to changes in foreign currency and exchange rates associated with raw materials, property, plant and equipment, and loan obligations.

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value.value at each closing date. Derivatives are accounted as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

 

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2.10.1Derivative financial instruments designated as cash flow hedges

 

The group documents atAt the inception of the transaction, the group documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the consolidated income statement within “other"other gains (losses)”.


 

 

Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss (for example, when foreign currency denominated financial liabilities are translated into their functional currencies). The gain or loss relating to the effective portion of cross currency swaps hedging the effects of changes in foreign exchange rates are recognized in the consolidated income statement within “foreign"foreign exchange differences”.differences.” When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the consolidated income statement.

 

2.10.2Derivative financial instruments not designated for hedging

 

The fair value of derivative financial instruments that do not qualify for hedge accounting pursuant to IFRS are immediately recognized in the consolidated income statement under “Other"Other income and losses”losses". The fair value of these derivatives areis recorded under “other"other current financial assets”assets" or “other"other current financial liabilities”liabilities" in the statement of financial position.”

 

The Company does not use hedge accounting for its foreign investments.

 

The Company also evaluates the existence of derivatives implicitly in contracts and financial instrument contracts to determine whether their characteristics and risks are closely related to the master agreement,instruments as stipulated by IAS 39.IFRS 9 and classifies them pursuant to their contractual terms and the business model of the group. As of December 31, 2020, the Company had no implicit derivatives

 

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Table of Contents2.10.3 Fair value hierarchy

 

Fair value hierarchyis the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the date of the transaction. Fair value is based on the presumption that the transaction to sell the asset or to transfer the liability takes place;

-In the asset or liability main market, or
-In the absence of a main market, in the most advantageous market for the transaction of those assets or liabilities.

 

The Company recordsmaintains assets and liabilities as of December 31, 2015 and 2014 based on itsrelated to foreign currency derivative foreign exchange contracts which arewere classified within other financial assets (current assets and non-current) and otheras Other current financial liabilities (current and non-current financial liabilities), respectively. These contractsassets and Other current and non-current financial liabilities, respectively, and are carriedaccounted at fair value inwithin the statement of financial position. The Company uses the following hierarchy for determiningto determine and disclosingdisclose the fair value of financial instruments at fair value by valuation method:with assessment techniques:

Level 1:    Quoted Quote values (unadjusted) prices in active markets for identical assets or liabilities.liabilities

Level 2: Inputs other than quoted prices included in Level 1 that are observableValuation techniques for which the lowest level variable used, which is significant for the assets and liabilities, eithercalculation, is directly (that is, as prices) or indirectly (thatobservable

Level 3: Valuation techniques for which the lowest level variable used, which is derived from prices).

Level 3:    Inputssignificant for the assets or liabilities that arecalculation, is not based on observable market data information.observable.

 

During the year ended December 31, 2015,reporting periods there were no transfers of items between fair value measurement categories. All of which were valued during the periodperiods using Level 2.

 

2.11Inventories

2.11Inventories

 

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted average cost method. The cost of finished goods and work in progress includes raw materials, direct labor, other direct costs and manufacturing overhead (based on operating capacity) to bring the goods to marketable condition, but it excludes interest expense. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Spare parts and production materials are stated at the lower of cost or net realizable value.


 

The initial cost of inventories includes the transfer of losses and gains from cash flow hedges, related to the purchase of raw materials.

 

Estimates are also made for obsolescence of raw materials and finished products based on turnover and age of the related goods.

 

2.12Trade receivables

2.12Trade receivables

 

Trade accounts receivablesreceivable and other accounts receivable are measured and recognized initially at fair value and subsequently measuredthe transaction price at amortized costthe time they are generated less the provision for impairment, given their short term nature. Aexpected credit losses, pursuant to the requirements of IFRS 15, since they do not have a significant financial component, less the provision of expected credit losses. The provision for expected credit losses is made applying a value impairment model based on expected credit losses for the following 12 months. The Group applies a simplified focus for trade receivables, thereby impairment is made when there is objective evidence thatalways recorded referring to expected losses during the Company may not be able to collect the full amount according to the original termswhole life of the receivable, based either on individual or on global aging analyses.asset. The carrying amount of the asset is reduced by the provision amountof expected credit losses, and the loss is recognized in administrative expenses in the consolidated income statement.statement by function.

 

2.13Cash and cash equivalents

2.13Cash and cash equivalents

 

Cash and cash equivalents include cash on hand, bank balances, time deposits with banks and other short-term highly liquid and low risk of change in value investments and mutual funds with original short-term maturities ofequal to or less than three months or less.from the date of acquisition.

 

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2.14Other financial liabilities

2.14Other financial liabilities

 

Resources obtained from financial institutions as well as the issuance of debt securities are initially recognized at fair value, net of costs incurred during the transaction. Then, liabilities are valued by accruing interests in order to equal the current value with the future value of liabilities payable, using the effective interest rate method.

 

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualified assets, considered as those that require a substantial period of time in order to get ready for their forecasted use or sale, are added to the cost of those assets until the period in which the assets are substantially ready to be used or sold no borrowing costs have been capitalized. For the years ended December 31, 2015, 2014  and 2013.

 

2.15Government subsidies

Government subsidies are recognized at fair value when it is certain that the subsidy will be received and that the Company will meet all the established conditions.

Subsidies for operating costs are deferred and recognized on the income statement in the period that the operating costs are incurred.

Subsidies for purchases of property, plant and equipment are deducted from the costs of the related asset in property, plant and equipment and depreciation is recognized on the income statement, on a straight-line basis during the estimated useful life of the related asset.

2.16Income tax

2.15Income tax

 

The Company and its subsidiaries in Chile account for income tax according to the net taxable income calculated based on the rules in the Income Tax Law. Subsidiaries in other countries account for income taxes according to the tax regulations of the country in which they operate.

 

Deferred income taxes are calculated using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements,Consolidated Financial Statements, using the tax rates that have been enacted or substantively enacted on the balance sheet date and are expected to apply when the deferred income tax asset is realized, or the deferred income tax liability is settled.

 

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized.

 

The Company does not recognize deferred income taxes for temporary differences from investments in subsidiaries in which the Company can control the timing of the reversal of the temporary differences and it is probable that they will not be reversed in the foreseeable future, the amount ofnear future.


 

The Group offsets deferred tax notassets and liabilities if and only if it has legally recognized a right to offset against the tax authority the amounts recognized in this connection amountedthose items; and intends to ThCh$77,921,832 at December 31, 2015 (ThCh$62,662,666 at December 31, 2014).settle the resulting net debts, or to realize the assets and simultaneously settle the debts that have been offset by them.

 

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2.17Employee benefits

2.16Employee benefits

 

The Company hasrecords a provision to coverliability regarding indemnities for years of service whichthat will be paid to employees in accordance with individual and collective agreements subscribed with employees, which is recorded at actuarial value in accordance with IAS 19.19 “Employee Benefits”.

 

Results from updated of actuarial variables are recorded within other comprehensive income.income in accordance with IAS 19.

 

Additionally, the Company has retention plans for some officers, which have a provision pursuant to the guidelines of each plan. These plans grant the right to certain officers to receive a cash payment on a certain date once they have fulfilled with the required years of service.

 

The Company and its subsidiaries have recorded a provision to account for the cost of vacations and other employee benefits on an accrual basis. These liabilities are recorded under employee benefits current provisions.non-financial liabilities.

 

2.18Provisions

2.17Provisions

 

Provisions for litigation and other contingencies are recognized when the Company has a present legal or constructive obligation as a result of past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

 

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.

 

2.19Leases

2.18Leases

 

a)Operating leases

Operating lease payments are recognized as an expense on a straight-line basis overIn accordance with IFRS 16 “Leases” Embotelladora Andina analyzes, at the termbeginning of the lease.

b)Finance leases

Leasescontract, the economic background of property, plant and equipment where the Companyagreement, to determine if the contract is, or contains, a lease, evaluating whether the agreement transfers the right to control the use of an identified asset for a period of time in exchange for a consideration. Control is considered to exist if the client has i) the right to obtain substantially all the riskseconomic benefits from the use of an identified asset; and rewardsii) the right to direct the use of ownership are classified as finance leases. Finance leases are capitalizedthe asset.

When the Company is lessee, on the date the underlying asset is available for use, we records an asset for the right-of-use in the statement of financial position (under Property, plant and equipment) and a lease liability (under Other financial liabilities).

This asset is initially recognized at cost, which includes: i) the inceptionvalue of the initial measurement of the lease liability; ii) lease payments made up to the start date less lease incentives received; iii) the initial direct costs incurred; and iv) the estimation of costs for dismantling or restoration. Subsequently, the right-of-use asset is measured at cost, adjusted by any new measurement of the lease liability, less accumulated depreciation and accumulated losses due to impairment of value. The right-of-use asset is depreciated in the same terms as the rest of similar depreciable assets, if there is reasonable certainty that the lessee will acquire ownership of the asset at the lowerend of the fair valuelease. If such certainty does not exist, the asset depreciates at the shortest period between the useful life of the leased assets andasset or the lease term.


 

On the other hand, the lease liability is initially measured at the present value of the minimum lease payments. Eachpayments, discounted at the incremental loan rate of the Company, if the interest rate implicit in the lease payment is allocated betweencould not be easily determined. Lease payments included in the measurement of the liability include: i) fixed payments, less any lease incentive receivable; ii) variable lease payments; iii) residual value guarantees; iv) exercise price of a purchase option; and finance charges.v) penalties for lease termination.

 

The lease liability is increased to reflect the accumulation of interest elementand is chargedreduced by the lease payments made. In addition, the carrying amount of the liability is measured again if there is a modification in the terms of the lease (changes in the term, in the amount of payments or in the evaluation of an option to buy or change in the income statement overamounts to be paid). Interest expense is recognized as an expense and is distributed among the periods that constitute the lease period, so as to producethat a constant periodicinterest rate of interestis obtained in each year on the remainingoutstanding balance of the liability for each period.lease liability.

 

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TableShort-term leases, equal to or less than one year, or lease of Contentslow-value assets are excepted from the application of the recognition criteria described above, recording the payments associated with the lease as an expense in a linear manner throughout the lease term. The Company does not act as lessor.

 

2.20Deposits for returnable containers

2.19Deposits for returnable containers

 

This liability comprises of cash collateral, or deposit, received from customers for bottles and other returnable containers made available to them.

 

This liability pertains to the deposit amount that iswould be reimbursed when the customer or distributor returns the bottles and containers in good condition, together with the original invoice. The

This liability is estimated based on the number of bottles given to clients and distributors, the estimated amount of bottles in circulation, and a historical average weighted value per bottle or containers.

Deposits for returnable containers are presented as aunder Other current liability in other financial liabilities becausesince the Company does not have legal rights to defer settlement for a period in excess of one year. However, the Company does not anticipate any material cash settlements for such amounts during the upcoming year.

 

2.21Revenue recognition

Revenues from regular activities include fair value of the consideration received or to be received for goods sold during the regular course of the Company’s activities.  This revenue is presented net of VAT, reimbursements, deductions and discounts.

2.20Revenue recognition

 

The Company recognizes revenue when control over a good or service is transferred to the amountclient. Control refers to the ability of revenue can be reliablythe client to direct the use and obtain substantially all the benefits of the goods and services exchanged. Revenue is measured andbased on the consideration to which it is probable that the future economic benefits will flowexpected to the Company.be entitled for such transfer of control, excluding amounts collected on behalf of third parties.

 

RevenuesManagement has defined the following indicators for revenue recognition, applying the five-step model established by IFRS 15 “Revenue from contracts with customers”: 1) Identification of the contract with the customer; 2) Identification of performance obligations; 3) Determination of the transaction price; 4) Assignment of the transaction price; and 5) Recognition of revenue.


 

All the above conditions are recognized oncemet at the time the products are physically delivered to customers.the customer. Net sales reflect the units delivered at list price, net of promotions, discounts and taxes.

 

2.22ContributionsThe revenue recognition criteria of The Coca-Cola Companythe good provided by Embotelladora Andina corresponds to a single performance obligation that transfers the product to be received to the customer.

2.21Contributions of The Coca-Cola Company

 

The Company receives certain discretionary contributions from The Coca-Cola Company (TCCC) mainly related to the financing of advertising and promotional programs for its products in the territories where itthe Company has distribution licenses. The contributionscontribution received from TCCC are recognized in net income after the conditions agreed with TCCC in order to become a creditor to such incentive have been fulfilled, they are recorded as a reduction in the marketing expenses included in the consolidated income statement.Administration Expenses account. Given its discretionary nature, the portion of contributions received in one period does not imply it will be repeated in the following period.

 

In certain limited situations, there is a legally binding agreement with The Coca-Cola Company through which the Company receives contributions for the building and acquisition of specific items of property, plant and equipment.  In such situations, payments received pursuant to these agreements are recorded as a reduction of the cost of the related assets.

2.23Dividend payments

2.22Dividend payments

 

Dividend distribution to Company shareholders is recorded as a liability in the Company’s consolidated financial statements,Consolidated Financial Statements, considering the 30% minimum dividend of the period’s earnings established by Chilean Corporate Law.Law, unless otherwise agreed in the respective meeting, by the unanimity of the issued shares.

 

2.24Critical accounting estimatesInterim and judgmentsfinal dividends are recorded at the time of their approval by the competent body, which in the first case is normally the Board of Directors of the Company, while in the second case it is the responsibility of General Shareholders’ Meeting.

 

2.23Critical accounting estimates and judgments

The Company makes estimates and judgments concerning the future. Actual results may differ from previously estimated amounts. The

In preparing the consolidated financial statements, the Company has used certain judgments and estimates made to quantify some of the assets, liabilities, income, expenses and commitments.

Following is a summary of the estimates and judgments that might have a material impact on future financial statements are explained below:statements.

 

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2.24.12.23.1 Impairment of goodwill and intangible assets with indefinite useful lives

 

The Company testtests annually whether goodwill and intangible assets with indefinite useful life (such as distribution rights) have suffered any impairment. The recoverable amounts of cash generating units are generating units are determined based on value in use calculations. The key variables used in the calculations include sales volumes and prices, discount rates, marketing expenses and other economic factors including inflation. The estimation of these variables requires ana use of estimates and judgments as they are subject to inherent uncertainties; however, the assumptions are consistent with the Company´sCompany’s internal planning end past results. Therefore, management evaluates, and updates estimates according to the conditions affecting the variables. If these assets are considered to have been impaired, they will be written off at their estimated fair value or future recovery value according to the discounted cash flows analysis. DiscountedAs of December 31, 2019, discounted cash flows in the Company’sCompany's cash generating units in Chile, Brazil, Argentina and Paraguay generated a higher value than the carrying values of the respective net assets, including goodwill.goodwill of the Brazilian, Argentinian and Paraguayan subsidiaries.


 

 

2.24.22.23.2 Fair Value of Assets and Liabilities

 

IFRS requires in certain cases that assets and liabilities be recorded at their fair value. Fair value is the amount at whichprice that would be received for selling an asset can be purchased or sold orpaid to transfer a liability can be incurred or liquidated in an actuala transaction among parties under mutually independently agreed conditions which are different from a forced liquidation.ordered between market participants at the date of measurement.

 

The basis for measuring assets and liabilities at fair value are their current prices in an active market. For those that are not traded in an active market, the Company determines fair value based on the best information available by using valuation techniques.

 

In the case of the valuation of intangibles recognized as a result of acquisitions from business combinations, the Company estimates the fair value based on the “multi-period"multi-period excess earning method”method", which involves the estimation of future cash flows generated by the intangible assets, adjusted by cash flows whichthat do not come from these, but from other assets. The Company also applies estimations over the time period during which the intangible assets will generate cash flows, cash flows from other assets, and a discount rate.

 

Other assets acquired, and liabilities assumed in a business combination are carried at fair value using valuation methods that are considered appropriate under the circumstances. Assumptions include the depreciated cost of recovery and recent transaction values for comparable assets, among others. These valuation techniques require certain inputs to be estimated, including the estimation of future cash flows.

 

2.24.32.23.3       Allowances for doubtful accountsexpected credit losses

 

The Company evaluates the collectability ofGroup uses a provision matrix to calculate expected credit losses for trade receivables using several factors. When the Company becomes aware of a specific inability of a customer to fulfill its financial commitments, a specific provision for doubtful accounts is estimated and recorded, which reduces the recognized receivable to the amount that the Company estimates to be able to collect. In addition to specific provisions, allowances for doubtful accountsreceivables. Provisions are also determined based on due days for various groups of customer segments that have similar loss patterns (i.e. by geography region, product type, customer type and rating, and credit letter coverage and other forms of credit insurance).

The provision matrix is initially based on the historically observed non-compliance rates for the Group. The Group will calibrate the matrix to adjust the historical collection historycredit loss experience with forward-looking information. For example, if expected economic conditions (i.e. gross domestic product) are expected to deteriorate over the next year, which can lead to more non-compliances in the industry, historical default rates are adjusted. At each closing date, the observed historical default rates are updated and a generalchanges in prospective estimates are analyzed. The assessment of trade receivables, both outstandingthe correlation between observed historical default rates, expected economic conditions and past due, among other factors.expected credit losses are significant estimates.

 

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2.24.42.23.4       Useful life, residual value and impairment of property, plant, and equipment

 

Property, plant, and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of those assets. Changes in circumstances, such as technological advances, changes to the Company’s business model, or changes in its capital strategy might modify the effective useful lives as compared to our estimates. Whenever the Company determines that the useful life of property,Property, plant and equipment might be shortened, it depreciates the excess between the net book value and the estimated recoverable amount according to the revised remaining useful life. Factors such as changes in the planned usage of manufacturing equipment, dispensers, transportation equipment and computer software could make the useful lives of assets shorter. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of any of those assets may not be recovered. The estimate of future cash flows is based, among other factors, on certain assumptions about the expected operating profits in the future. The Company´sCompany’s estimation of discounted cash flows may differ from actual cash flows because of, among other reasons, technological changes, economic conditions, changes in the business model, or changes in operating profit. If the sum of the projected discounted cash flows (excluding interest) is less than the carrying amount of the asset, the asset shall be written-off to its estimated recoverable value.

 


2.24.5Liabilities 

At the closing of December 2020, based on the best estimate according to the most recent reliable, reasonable and available information, management made a change in its useful life accounting estimates, for depositsthe Chilean Operation.

Changes in estimates are mainly recorded in fixed assets related to plant and equipment, which includes the following items:

AssetsPrevious year rangeNew year range
Buildings30-5015-80
Plants and equipment10-205-20
Fixed installations and accessories10-3010-50
Furniture and materials4-55
Vehicles5-74-10
Other property, plant and equipment3-85-10
Containers and cases2-82-5

This change in estimated useful life resulted in greater depreciation for the period between January 1 to December 31, 2020 of returnable containerapproximately CLP 7,071,114 thousand, representing approximately 6% of total consolidated depreciation.

2.24.1       New Standards, Interpretations and Amendments for annual periods beginning on or after January 1, 2020.

Standards and interpretations, as well as the improvements and amendments to IFRS, which have been issued, effective at the date of these financial statements, are detailed below:

Standards and InterpretationsMandatory application date
Conceptual FrameworkRevised Conceptual FrameworkJanuary 1, 2020

Revised Conceptual Framework

 

The Company recordsIASB issued a liabilityRevised Conceptual Framework in March 2018, incorporating some new concepts, providing updated definitions and recognition criterion for deposits receivedassets and liabilities and clarifying some important concepts. Changes in exchange for bottles and containers providedthe Conceptual Framework may affect the application of IFRS when no standard applies to its customers and distributors. This liability represents the amount of deposits that must be reimbursed if the customera given transaction or distributor returns the bottles and containers in good condition, together with the original invoice. This liability is estimated on the basisevent. Application of the number of bottles givenrevised Conceptual Framework did not have significant impacts on loan to customers and distributors, estimates of bottles in circulation and the weighted average historical cost per bottle or container. Management makes several assumptions in order to estimate this liability, including the number of bottles in circulation, the amount of deposit that must be reimbursed and the timing of disbursements.

2.25New IFRS and interpretations of the IFRS Interpretations Committee (IFRSIC)

a)The following standards, interpretations and amendments have been adopted in these consolidated financial statements:

Amendment to IAS 19 “Employee Benefits” regarding defined benefit plans — published November 2013.  This amendment applies to the contributions to the defined benefit plans made by employees or third parties. The purpose of these amendments is to simplify accounting for contributions which are independent of the number of years of service of employees, for example, employee contributions are calculated in accordance with a salary fixed percentage.

Improvements to International Financial Reporting Standards (2012)

Issued in December 2013.

IFRS 3 “Business Combinations” — this standard is amended to clarify that the obligation to pay a contingent consideration that complies with the definition of financial instrument is classified as a financial liability or equity based on the definitions of IAS 32 and that every non-equity contingent consideration, financial as well as non-financial, is measured at its fair value on the date of each presentation, with changes in fair value being presented in profit and loss. Consequently, changes are also made to IFRS 9, IAS 37 and IAS 39.  The amendment will be prospectively applied to business combinations acquired on or after July 1, 2014.

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IFRS 8 “Operating segments” — The standard is amended to include the requirement to disclose judgments made by management in applying the aggregation criteria to operating segments.  The standard is further amended to require a reconciliation of the segments’ assets to the entity’s assets when assets by segment are reported.

IFRS 13 “Fair value measurement” IASB has amended the base of conclusions of IFRS 13 to clarify that it has not removed the ability to measure short-term accounts receivables and payables if the effect of restatement is immaterial.

IAS 16, “Property, plant and equipment” and IAS 38, “Intangible assets”- Both standards are amended to clarify how gross value and accumulated depreciation is accounted for when the entity uses the revaluation method.

IAS 24, “Related parties disclosures” — The standard is amended to include, as a related party, an entity that provides key management personnel services to the reporting entity or to the parent of the reporting entity (the “managing entity”)

Improvements to International Financial Reporting Standards (2013)

Issued in December 2013..

IFRS 3 “Business Combinations” - The standard is amended to clarify that IFRS 3 is not applicable to accounting of a joint venture under IFRS 11. The amendment also clarifies that the exemption scope is only applied to the financial statements of the Company.

Amendments to IFRS which have been issued and are in effect beginning January 1, 2020 are detailed below:


 

AmendmentsImplementation date
IFRS 3Definition of a businessJanuary 1,2020
IAS 1 and IAS 8Definition of materialJanuary 1,2020
IFRS 9, IAS 39 and IFRS 7Reference Interest Rate ReformJanuary 1,2020
IFRS 16COVID-19-Related Rent ConcessionsJanuary 1,2020

IFRS 3 Business Combinations - Definition of Business

The IASB issued amendments to the definition of business in IFRS 3 Business Combinations, to help entities determine whether an acquired set of activities and assets is a business or not. The IASB clarifies the minimum requirements for defining a business, eliminates the assessment of whether market participants are able to replace any missing elements, includes guidance to help entities assess whether a process acquired is substantial, reduces the definitions of a business and products and introduces an optional fair value concentration test.

Amendments have to be applied to business combinations or asset acquisitions that occur on or after the start of the first annual reporting period beginning on or after January 1, 2020. As a result, entities do not have to review transactions that occurred in previous periods. Early application is permitted and must be disclosed.

Because the amendments apply prospectively to transactions or other events that occur on or after the date of the first application, most entities will probably not be affected by these amendments in the transition. However, those entities that consider the acquisition of a set of activities and assets after implementing the amendments must first update their accounting policies in a timely manner.

Amendments may also be relevant in other areas of IFRS (e.g. they may be relevant when a controller loses control of a subsidiary and has anticipated the sale or contribution of assets between an investor and its associate or joint agreementventure) (Amendments to IFRS 10 and IAS 28).

Company management performs the impact assessment of the amendment once these types of transactions take place.

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IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in itself.Accounting Estimates and Errors – Definition of Material

In October 2018, the IASB issued amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, changes in accounting estimates and errors, to align the definition of "material" in all standards and to clarify certain aspects of the definition. The new definition states that information is material if when omitted, misstated, or reasonably hidden could be expected to influence decisions that primary users of general-purpose of the financial statements make based on those financial statements, which provide financial information about a specific reporting entity.

Amendments should be applied prospectively. Early application is permitted and must be disclosed.

While amendments to the definition of material are not expected to have a significant impact on an entity's financial statements, the introduction of the term "hide" in the definition could impact the way materiality judgments are made, increasing the importance of how information is communicated and organized in the financial statements.

Company management has assessed the amendment, which have not had any impact on these financial statements.

 

IFRS 13 “Fair Value Measurement” - Clarifies9, IAS 39 and IFRS 7 Reference Interest Rate Reform

In September 2019, the IASB issued amendments to IFRS 9, IAS 39 and IFRS 7, which concludes the first stage of its work to respond to the effects of the reform of interbank offer rate (IBOR) in financial information. The amendments provide temporary exceptions that allow hedge accounting to continue during the portfolio exemptionuncertain period, prior to replacing existing benchmark interest rates with near-risk free alternative interest rates.

Amendments should be applied retrospectively. However, any hedge relationship that has previously been discontinued cannot be reinstated with the application of these amendments, nor can a hedge relationship be designated using the retrospect reasoning benefit. Early application is permitted and must be disclosed.

Company management has assessed the amendment, which have not had significant impacts on these financial statements.

IFRS 16 COVID-19-Related Rent Concessions

In May 2020, the IASB issued an amendment to IFRS 16 Leases to provide relief for lessees in the application of IFRS 16 guidance regarding lease modifications due to rent concessions occurring as a direct consequence of the Covid-19 pandemic. The amendment does not affect lessors.

As a practical solution, a lessee may choose not to assess whether the Covid-19-related rent reduction granted by a lessor is a modification of the lease. A lessee making this choice will recognize changes in lease payments from Covid-19-related rent reductions in the same way as it would recognize the change under IFRS 13, which allows16 as if such a change was not a modification of the lease.

A lessee shall apply this practical solution retroactively, recognizing the cumulative effect of the initial application of the amendment as an entity to measure fair valueadjustment in the initial balance of a groupaccumulated results (or another component of financial assets and liabilities over its net value, is applicable to all contracts (including non-financial contracts) within the scope of IAS 39 or IFRS 9. An entity must apply amendments for future periods fromequity, as appropriate) at the beginning of the yearlyannual reporting period in which the lessee first applies the amendment.

A lessee will apply this amendment for annual periods beginning on or after September 1, 2020. Early application is permitted, including in the financial statements not authorized for publication as of May 28, 2020.

Company management has not implemented this amendment because it has no Covid-19-related lease modifications.

2.24.2 New Accounting Standards, Interpretations and Amendments with effective application for annual periods beginning on or after January 1, 2020.

Standards and interpretations, as well as IFRS 13 isamendments, which have been issued, but have still not become effective as of the date of these financial statements are set forth below. The Company has not made an early adoption of these standards:

Standards and InterpretationsMandator y application date
IFRS 17Insurance ContractsJanuary 1, 2023


 

IFRS 17 - Insurance Contracts

In May 2017, the IASB issued IFRS 17 Insurance Contracts, a new accounting standard for insurance contracts that covers recognition, measurement, presentation and disclosure. Once effective, it will replace IFRS 4 Insurance Contracts issued in 2005. The new rule applies to all types of insurance contracts, regardless of the type of entity issuing them, as well as certain guarantees and financial instruments with certain characteristics of discretionary participation. Some exceptions within the scope may be applied.

 

The adoption of standards, amendments and interpretations have no significant impactIFRS 17 will be effective for periods starting on or after January 1, 2023, with comparative figures required. Early application is permitted, provided that the consolidated financial statements ofentity applies IFRS 9 Financial Instruments, on or before the Company.date on which IFRS 17 is first applied.

 

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b)The new standards, interpretations and amendmentsAmendments to IFRS that have been issued whichto become effective in the near future are not in force for the 2015 period, for which no early adoption has been adopted are as follow:detailed below.

 

Standards and interpretations

Amendments

Mandatory for 
the years 
beginningDate of application

IFRS 9, “Financial Instruments” — Published in July 2014. IASB has published the complete version ofIAS 39, IFRS 9 that replaces the application guide for IAS 39. This final version includes requirements relating to classification7, IFRS 4 and measurement of financial assets and liabilities and a model of expected credit losses that replaces the incurred loss impairment model. Regarding hedge accounting that forms part of this final version of IFRS 9, it had already been published in November 2013.

16

Interest Rate Benchmark Reform—Phase 2

01/01/2018

January 1, 2023

IAS 1

Classification of liabilities as current or non-current

January 1, 2023

IFRS 15 “Revenues from contracts with customers” — Published in May 2014. It sets3

Reference to the principles that should be applied by an entity for the presentation of useful information to financial statements users regarding the nature, amount, opportunity and uncertainty of revenues and cash flows from contracts with customers. The base principal is that an entity will recognize revenues that represent the transfer of goods or services committed to customers in an amount that reflects the consideration to which the entity expects to have a right to in exchange for those goods or services. Its application replaces IAS 11 Construction contracts; IAS 18 Revenue; IFRIC 13 Customer Loyalty Programs; IFRIC 15 Agreements for the Construction of Real Estate; IFRIC 18 Transfers of Assets from Customers; and SIC-31 Revenue - Barter Transactions Involving Advertising Services. Early application is allowed.

Conceptual Framework

01/01/2018

January 1, 2022

IAS 16

Property, Plant and Equipment — Proceeds before Intended Use

January 1, 2022

IFRS 16 “Leases” — Published in IAS 37

Onerous Contracts—Cost of Fulfilling a ContractJanuary 2016, it replaces the current guidelines of IAS 17. Some fundamental changes of the new IFRS 16 are related to the following: Lessees are required to record a lease liability reflecting payments of future leases and a “right to use the asset” for almost “all of the lease agreements; for lessors accounting remains the same.
An optional exception is included for some short-term leases and for the lease of assets of a lower value that can be applied by the lessees.
Early adoption is allowed if IFRS 15 is also applied.

01/01/2019

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Amendments and improvements

Mandatory for 
the years 
beginning from

1, 2022

IFRS 11 “Joint arrangements” — regarding the acquisition of ownership in a joint operation — Published in May 2014- This amendment incorporates a guideline to the standard regarding how to account the acquisition of an ownership of a joint operation that constitutes a business, specifying how these acquisitions shall be accordingly treated.

01/01/2016

IAS 16 “Property, Plant and Equipment” and IAS 38 “Intangible Assets”- The amendment clarifies that the use of asset amortization methods based on revenue is not appropriate, given that the revenue generated by the activity that includes use of assets generally reflects other factors different from the use of economic benefits embedded in the asset. Likewise, it clarifies that revenues in general are an inappropriate base to measure consumption of economic benefits embedded in the intangible asset.

01/01/2016

Amendment to IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investment in associates and joint ventures.” Published in September 2014. This amendment addresses an inconsistency between the requirements of IFRS 10 and those of IAS 28 in the treatment of the

Consolidated Financial Statements - sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a complete gain or loss is recognized when a transaction involves a business (within a subsidiary or not) and a partial earning or loss when the transaction involves assets that do not constitute a business, even if those assets are in a subsidiary.

venture

01/01/2016

To be determined

Amendment to IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investment in associates and joint ventures.” Published in December 2014. The amendment clarifies the application of the consolidation exception for investment entities and its subsidiaries. Amendment to IFRS 10 clarifies the consolidation exception available to group structure entities that include investment entities. Amendment to IAS 28 allows an option of accounting policy in the application of the equity method to a non-investment entity that participates in an associate of joint venture of an investment entity. The entity may choose to keep the fair value measurement applied by the associate or joint venture that is an investment entity, or instead, consolidate with the investment entity (associate or joint venture).

01/01/2016

Amendment to IAS 1 “Presentation of Financial Statements” Published in December 2014. The amendment clarifies the guidance on the application of IAS 1 on materialness, aggregation, presentation of sub-totals, financial statements structure and disclosure of accounting policies. The amendments are part of IASB’s Disclosure Initiatives.

01/01/2016

IFRS 7 “Financial instruments: disclosures.” There are two amendments to IFRS 7: (1) Servicing contracts: if an entity transfers a financial asset to a third party under conditions that will allow the transferee to write off the asset, IFRS 7 requires to disclose all continuing involvement that the entity may have in the transferred assets.

01/01/2016

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IFRS 7 gives guidance on the meaning of continuing involvement in this context.  The amendment is prospective with an option of a retroactive application. This also affects IFRS 1 in order to grant the same option to first-time users of IFRS. (2)Interim financial statements: the amendment clarifies that the additional disclosures required by the amendments to IFRS 7, “Compensation of financial assets and financial liabilities” are not specifically required for the interim periods, unless required by IAS 34.  The amendment is retroactive.

IFRS 19 “Employee Benefits” - The amendment clarifies that in order to determine the liabilities’ discount rate for post-employment benefits it should be denominated in the same currency as the benefits to be paid and not the currency from the country where it has been generated. The evaluation of the existence of a broad market for high quality corporate bonds is based on corporate bonds denominated in that currency, not on corporate bonds from a specific country. Likewise, where a broad market for high quality corporate bonds in that currency does not exist, government bonds should be used in the corresponding currency. The amendment is retroactive but limited to the beginning of the first period presented.

01/01/2016

IAS 34 “Interim Financial Reporting”  The amendment clarifies the meaning of “elsewhere in the interim report”. The new amendment to IAS 34 requires a cross-reference of the interim financial statements as to the location of said information.  The amendment is retroactive.

01/01/2016

Management is analyzing the potential impact on the Company’s consolidated financial statements of the adoption of the previously mentioned new standards, amendments and interpretations, especially IFRS 9, Financial Instruments,IAS 39, IFRS 15 Revenues form customer contracts7, IFRS 4 and IFRS 16 Leases.Interest Rate Benchmark Reform—Phase 2

In August 2020, the IASB published the second phase of the Interest Rate Benchmark Reform containing amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. With this publication, the IASB completes its work to respond to the effects of Interbank Offer Rate Reform (IBOR) on financial information.

The amendments provide temporary exceptions that address the effects on financial information when a benchmark interest rate (IBOR) is replaced by an almost risk-free alternative interest rate.

Amendments are required and early application is permitted. A hedging ratio must be resumed if the hedging ratio was discontinued solely due to the changes required by the reform of the benchmark interest rate and would therefore not have been discontinued if the second phase of amendments had been implemented at that time. While application is retrospective, an entity is not required to restate previous periods.

 

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TablePresentation of Contents

NOTE 3 — BUSINESS COMBINATIONSFinancial Statements - Classification of liabilities as current or non-current

 

AcquisitionIn June 2020, the IASB issued amendments to paragraphs 69 to 76 of Companhia de Bebidas Ipiranga:IAS 1 to specify requirements for the classification of liabilities as current or non-current.

 

On June 18, 2013 the Board of Directors of Embotelladora Andina S.A., unanimously approved the acquisitionThe amendments are effective for periods beginning on or after January 1, 2022. Entities should carefully consider whether there are any aspects of the Brazilian company Companhia de Bebidas Ipiranga. The aforementioned companyamendments suggesting that the terms of their existing loan agreements should be renegotiated. In this context, it is dedicatedimportant to stress that amendments must be implemented retrospectively.


 

IFRS 3 Reference to the marketing and distribution of Coca-Cola products in partsConceptual Framework

In May 2020, the IASB issued amendments to IFRS 3 Business Combinations – Reference to the Conceptual Framework. These amendments are intended to replace the reference to an earlier version of the territories of São Paulo and Minas Gerais, serving approximately 23,000 customers. Such approval was reflectedIASB Conceptual Framework (1989 Framework) with a reference to the current version issued in a purchase and sale agreement signed on July 10, 2013.March 2018 without significantly changing its requirements.

 

AfterThe amendments shall be effective for periods beginning on or after January 1, 2022 and should be applied retrospectively. Early application is permitted if, at the transaction was approved by Coca-Cola andsame time or before, an entity also applies all amendments contained in the Administrative Council of Economic Defense of Brazil, on October 11, 2013amendments to the Brazilian subsidiary, Rio de Janeiro Refrescos Ltda., completed the acquisition of 100%Conceptual Framework References of the shares of Companhia de Bebidas Ipiranga. The acquisition price was ThR$1,155,446 (equivalent to ThCh$ 261,244,818) and was paidIFRS Standards issued in cash by Rio de Janeiro Refrescos Ltda. using proceeds from intercompany loans and a capital contribution from the parent.

Transaction costs of ThCh$ 578,864 were charged to results at the time they were incurred, and were recorded as other expenses within the Company’s consolidated income statement.March 2018.

 

Estimated fair valueThe amendments will provide consistency in financial information and avoid potential confusion by having more than one version of the net assets acquired of Companhia de Bebidas Ipiranga is as follows:Conceptual Framework in use.

 

IAS 16 Property, Plant and Equipment — Proceeds before Intended Use

ThCh$

Total current assets acquired, including cash in the amount of ThCh$8,963,612

14,117,173

Trade accounts receivable

11,462,843

Inventories

6,930,932

Property, plant and equipment

68,575,023

Deferred tax assets

85,404,849

Other non-current assets

6,702,764

Contractual rights to distribute Coca-Cola products (“Distribution Rights”)

228,359,641

Total assets

421,553,225

Indebtedness

(30,392,168

)

Suppliers

(12,471,093

)

Contingencies (refer to note 22.1)

(70,902,559

)

Deferred taxes

(91,830,873

)

Other liabilities

(9,966,908

)

Total liabilities

(215,563,601

)

Net asset acquired

205,989,624

Goodwill

55,255,194

Total value transferred (purchase price)

261,244,818

 

The fair valueamendment prohibits deducting from the cost of distribution rights andan item of property, plant and equipment was calculated byany proceeds from selling items produced while bringing that asset to the Company, using valuation models such as discounted cash flows. Distribution rights are expectedlocation and condition necessary for it to be tax deductiblecapable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss for income tax purposes.the period, pursuant to applicable standards.

 

F-The amendment shall be effective for periods beginning on or after January 1, 2022. The amendment 33should be applied retrospectively only property, plant and equipment items available for use on or after the beginning of the first period presented in the financial statements in which the entity first applies the amendment.



IAS 37 Onerous Contracts — Cost of Fulfilling a Contract

In May 2020, the IASB issued amendments to IAS 37 Provisions, Contingent Liabilities, and Contingent Assets to specify the costs an entity needs to include when assessing whether a contract is onerous, or it generates losses.

TableThe amendment shall be effective for periods beginning on or after January 1, 2022. The amendment should be applied retrospectively to existing contracts at the beginning of Contentsthe annual reporting period in which the entity first applies the amendment (date of initial application). Early application is permitted and must be disclosed.

 

The Company expectsamendments are intended to recover goodwill through synergiesprovide clarity and help ensure consistent implementation of the standard. Entities that previously applied the incremental cost approach will see an increase in provisions to reflect the inclusion of costs directly related to contract activities, while entities that previously recognized contractual loss provisions using the available production capacity.  Goodwill has been assignedguidance to the Company’s cash generating unitprevious standard, IAS 11 Construction Contracts, should exclude the allocation of indirect costs from their provisions.


 

IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Brazil forAssociates and Joint Ventures – sale or contribution of assets between an amount of ThCh$55,255,194investor and it is expected that goodwill may be tax deductible for tax income purposes.its associate or joint venture

 

During 2014,Amendments to IFRS 10 Consolidated Financial Statements and using the guidelinesIAS 28 Investments in Associates and Joint Ventures (2011) address a recognized inconsistency between IFRS 3 “Business Combinations” that allows to adjust values assigned to an acquisition resulting from knowledge of new information not available at the time of initial recognition, there has been a decrease10 requirements and IAS 28 (2011) requirements in the value fortreatment of the provisions forsale or contribution of assets between an investor and its associate or joint venture. The amendments, issued in September 2014, state that when the contingencies from Sociedad Brasilera Compañítransaction involves a de Bebidas Ipiranga for lawsuitsbusiness (whether it is in a subsidiary or not) all gains, or losses generated are recognized. A partial gain or loss is recognized when the transaction involves assets that already existed atdo not constitute a business, even when the assets are in a subsidiary. The mandatory implementation date of acquisition for an amountthese amendments is yet to be determined because the IASB is awaiting the results of ThCh$442,977, a value of ThCh$292,365 net of taxes was assignedits research project on accounting according to the goodwillequity method of that acquisition.accounting. These amendments must be applied retrospectively, and early adoption is allowed, which must be disclosed.

 

The condensed income statementCompany management will perform an impact assessment of Companhia de Bebidas Ipiranga for the period October 11, 2013 to Deceber 31, 2013 is as follows:above described amendments once they become effective.

Million$

Net sales

49,336

Income before taxes

4,764

Net income

5,366

Embotelladora Andina S.A.’s proforma condensed income statement at December 31, 2013, as if the acquisition would have occurred on January 1, 2013 is as follows:

(Unaudited)

Million$

Net sales

1,640,705

Income before taxes

111,320

Net income

86,423

 

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Table of Contents3 – FINANCIAL REPORTING

NOTE 4 —  REPORTING BY SEGMENT

 

The Company provides financial information by segments according to IFRS 8 “Operating Segments,” which establishes standards for reporting by operating segment and related disclosures for products and services, and geographic areas.

 

The Company’s Board of Directors and Management measures and assesses performance of operating segments based on the operating income of each of the countries where there are Coca-Cola franchises.

 

The operating segments are determined based on the presentation of internal reports to the Company´s chief operatingstrategic decision-maker. The chief operating decision-maker has been identified as the Company´s Board of Directors who makes the Company´sCompany’s strategic decisions.

 

The following operating segments have been determined for strategic decision making based on geographic location:

 

·Operation in Chile
·Operation in Brazil
·Operation in Argentina
·Operation in Paraguay

·                 Chilean operations


·                 Brazilian operations

·                 Argentine operations

·                  Paraguayan operations 

 

The four operating segments conduct their businesses through the production and sale of soft drinks and other beverages, as well as packaging materials.

 

Expenses and revenue associated with the Corporate OfficeOfficer were allocatedassigned to the operation in Chile sincein the soft drinks segment because Chile is the country that manages and pays forthe corporate expenses, which would also arebe substantially incurred, independently fromregardless of the existence of foreign susbsidiaries.subsidiaries abroad.

 

Total revenues by segment include sales to unrelated customers and inter-segments, as indicated in the consolidated statement of income.income of the Company.

 


F-35



Table of Contents 

 

A summary of the Company’s operating segments in accordance to IFRS is as follows:

 

For the period ended December 31, 2015

 

Chile 
Operation

 

Argentina 
Operation

 

Brazil 
Operation

 

Paraguay
Operation

 

Intercompany
Eliminations

 

Consolidated
Total

 

For the period ended December 31, 2020 

Chile

Operation

  Argentina Operation  

Brazil

Operation

  

Paraguay Operation

  

Intercompany Eliminations

  

Consolidated total

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ 

Softdrinks

 

375,993,430

 

523,460,939

 

417,508,814

 

105,709,646

 

(281,091

)

1,422,391,738

 

  407,191,500   260,118,269   317,712,571   126,057,797   (578,764)  1,110,501,373 

Other beverages

 

138,739,166

 

93,409,514

 

189,538,968

 

24,329,754

 

 

446,017,402

 

  237,570,385   49,817,791   262,350,736   31,094,787   (359,666)  580,474,033 

Packaging

 

 

10,387,685

 

 

 

(1,402,569

)

8,985,116

 

  -   8,891,560   -   -   (1,585,729)  7,305,831 

Net sales

 

514,732,596

 

627,258,138

 

607,047,782

 

130,039,400

 

(1,683,660

)

1,877,394,256

 

  644,761,885   318,827,620   580,063,307   157,152,584   (2,524,159)  1,698,281,237 

Cost of sales

 

(309,387,177

)

(351,139,902

)

(369,212,113

)

(78,650,614

)

1,683,660

 

(1,106,706,146

)

  (392,720,439)  (172,065,726)  (373,444,835)  (86,791,818)  2,524,159   (1,022,498,659)

Distribution expenses

 

(51,642,087

)

(97,485,454

)

(46,571,390

)

(6,791,861

)

 

(202,490,792

)

  (59,897,972)  (49,112,014)  (34,784,528)  (8,737,504)  -   (152,532,018)

Administrative expenses

 

(105,959,018

)

(115,611,438

)

(109,802,964

)

(21,227,426

)

 

(352,600,846

)

  (112,306,460)  (69,668,104)  (79,674,089)  (21,990,282)  -   (283,638,935)

Finance income

 

1,859,795

 

1,669,559

 

6,239,526

 

349,495

 

 

10,118,375

 

  6,437,945   1,169,193   7,068,396   270,345   -   14,945,879 

Finance expense

 

(16,699,299

)

(3,916,370

)

(35,021,529

)

(32,019

)

 

(55,669,217

)

  (23,938,992)  (729,164)  (30,104,681)  -   -   (54,772,837)

Interest expense, net(1)

 

(14,839,504

)

(2,246,811

)

(28,782,003

)

317,476

 

 

(45,550,842

)

  (17,501,047)  440,029   (23,036,285)  270,345   -   (39,826,958)

Share of the entity in income of associates accounted for using the equity method, total

 

777,620

 

 

(3,105,449

)

 

 

(2,327,829

)

Share of the entity in income of associates  1,248,478   -   980,285   -   -   2,228,763 

Income tax expense

 

(14,949,823

)

(16,740,817

)

(6,887,666

)

(3,064,256

)

 

(41,642,562

)

  (23,057,195)  (7,668,059)  (20,536,914)  (3,643,231)  -   (54,905,399)

Other income (loss)

 

(15,363,727

)

(9,902,996

)

(10,809,496

)

(1,901,094

)

 

(37,977,313

)

  (21,231,223)  (6,046,069)  3,064,104   222,477   -   (23,990,711)

Net income of the segment reported

 

3,368,880

 

34,130,720

 

31,876,701

 

18,721,625

 

 

88,097,926

 

  19,296,027   14,707,677   52,631,045   36,482,571   -   123,117,320 

 

 

 

 

 

 

 

 

 

 

 

 

 

                        

Depreciation and amortization

 

40,083,270

 

21,171,806

 

26,572,048

 

12,805,208

 

 

100,632,332

 

  50,271,626   22,895,329   27,339,714   10,413,848   -   110,920,517 

 

 

 

 

 

 

 

 

 

 

 

 

 

                        

Current assets

 

256,380,151

 

111,228,338

 

145,809,121

 

33,992,246

 

 

547,409,856

 

  532,713,969   70,215,594   149,709,603   44,658,550   -   797,297,716 

Non current assets

 

668,605,326

 

102,027,611

 

631,923,188

 

259,395,043

 

 

1,661,951,168

 

Non-current assets  636,275,547   144,802,176   643,447,811   226,241,150   -   1,650,766,684 

Segment assets, total

 

924,985,477

 

213,255,949

 

777,732,309

 

293,387,289

 

 

2,209,361,024

 

  1,168,989,516   215,017,770   793,157,414   270,899,700   -   2,448,064,400 

 

 

 

 

 

 

 

 

 

 

 

 

 

                        

Carrying amount in associates and joint ventures accounted for using the equity method, total

 

17,793,784

 

 

36,396,762

 

 

 

54,190,546

 

  50,628,307   -   37,328,047   -   -   87,956,354 

Capital expenditures and other

 

50,042,740

 

30,056,170

 

25,745,746

 

7,469,941

 

 

113,314,597

 

                        
Segment disbursements of non-monetary assets  41,114,189   15,803,061   17,075,672   11,882,036   -   85,874,958 

 

 

 

 

 

 

 

 

 

 

 

 

 

                        

Current liabilities

 

81,766,688

 

113,185,338

 

164,173,404

 

21,448,780

 

 

380,574,210

 

  198,669,957   58,904,281   96,144,933   24,337,015   -   378,056,186 

Non-current liabilities

 

571,635,493

 

6,708,979

 

381,506,922

 

17,401,120

 

 

977,252,514

 

  748,105,248   10,717,606   465,225,175   14,399,594   -   1,238,447,623 

Segment liabilities, total

 

653,402,181

 

119,894,317

 

545,680,326

 

38,849,900

 

 

1,357,826,724

 

  946,775,205   69,621,887   561,370,108   38,736,609   -   1,616,503,809 

 

 

 

 

 

 

 

 

 

 

 

 

 

                        

Cash flows provided by in Operating Activities

 

105,897,100

 

83,290,552

 

66,272,643

 

9,448,935

 

 

264,909,230

 

  191,911,595   24,603,123   36,409,227   25,845,053   -   278,768,998 

Cash flows used in Investing Activities

 

(40,431,754

)

(28,732,653

)

(29,150,493

)

(4,816,170

)

 

(103,131,070

)

Cash flows provided by (used in) Financing Activities

 

(50,804,304

)

(15,529,951

)

(31,576,973

)

(649,149

)

 

(98,560,377

)

Cash flows (used in) provided by Investing Activities  (178,910,100)  (16,010,950)  (17,075,672)  (11,882,036)  -   (223,878,758)
Cash flows (used in) provided by Financing Activities  117,081,470   (167,606)  (3,443,826)  (429,077)  -   113,040,961 

 

F-36



Table(1) Financial expenses associated with external financing for the purchase of Contentscompanies, including capital contributions are presented in this item.

 

For the period ended December 31, 2014

 

Chile 
Operation

 

Argentina 
Operation

 

Brazil 
Operation

 

Paraguay
Operation

 

Intercompany
Eliminations

 

Consolidated
Total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Softdrinks

 

363,123,062

 

391,798,772

 

490,931,489

 

106,579,478

 

(190,520

)

1,352,242,281

 

Other beverages

 

128,948,478

 

61,533,214

 

224,796,810

 

22,916,498

 

 

438,195,000

 

Packaging

 

 

7,670,802

 

 

 

(908,206

)

6,762,596

 

Net sales

 

492,071,540

 

461,002,788

 

715,728,299

 

129,495,976

 

(1,098,726

)

1,797,199,877

 

Cost of sales

 

(296,893,869

)

(265,287,659

)

(440,654,978

)

(79,505,628

)

1,098,726

 

(1,081,243,408

)

Distribution expenses

 

(50,807,225

)

(74,059,744

)

(55,131,215

)

(7,044,659

)

 

(187,042,843

)

Administrative expenses

 

(101,676,504

)

(87,897,233

)

(130,689,621

)

(21,877,574

)

 

(342,140,932

)

Finance income

 

3,453,892

 

240,844

 

4,680,739

 

280,148

 

 

8,655,623

 

Finance expense

 

(16,939,606

)

(8,416,222

)

(39,454,670

)

(270,933

)

 

(65,081,431

)

Interest expense, net

 

(13,485,714

)

(8,175,378

)

(34,773,931

)

9,215

 

 

(56,425,808

)

Share of the entity in income of associates accounted for using the equity method, total

 

(212,439

)

 

1,403,408

 

 

 

1,190,969

 

Income tax expense

 

(28,215,677

)

(5,904,815

)

(8,959,990

)

(2,273,953

)

 

(45,354,435

)

Other income (loss)

 

(21,101,524

)

(5,814,509

)

(6,900,864

)

(332,431

)

 

(34,149,328

)

Net income of the segment reported

 

(20,321,412

)

13,863,450

 

40,021,108

 

18,470,946

 

 

52,034,092

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

38,707,146

 

18,372,306

 

32,702,078

 

13,185,395

 

 

102,966,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

252,116,763

 

100,705,367

 

165,690,695

 

35,223,376

 

 

553,736,201

 

Non current assets

 

640,425,454

 

126,044,044

 

664,110,834

 

284,856,758

 

 

1,715,437,090

 

Segment assets, total

 

892,542,217

 

226,749,411

 

829,801,529

 

320,080,134

 

 

2,269,173,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amount in associates and joint ventures accounted for using the equity method, total

 

17,684,657

 

 

48,365,556

 

 

 

66,050,213

 

Capital expenditures and other

 

45,109,547

 

25,724,227

 

30,280,491

 

13,102,590

 

 

114,216,855

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

86,641,700

 

125,942,946

 

172,228,688

 

25,399,093

 

 

410,212,427

 

Non-current liabilities

 

527,235,725

 

15,151,169

 

379,280,707

 

18,295,530

 

 

939,963,131

 

Segment liabilities, total

 

613,877,425

 

141,094,115

 

551,509,395

 

43,694,623

 

 

1,350,175,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows provided by in Operating Activities

 

84,409,260

 

31,798,589

 

76,107,895

 

23,198,687

 

 

215,514,431

 

Cash flows used in Investing Activities

 

(100,090,488

)

(25,297,402

)

(25,663,739

)

(15,724,107

)

 

(166,775,736

)

Cash flows provided by (used in) Financing Activities

 

(2,382,266

)

(11,603,894

)

(31,087,316

)

(1,846,765

)

 

(46,920,241

)


 

For the period ended December 31, 2019 Chile Operation  Argentina Operation  

Brazil

Operation

  Paraguay Operation  Intercompany Eliminations  Consolidated total 
  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$ 
Softdrinks  408,467,731   313,866,082   360,791,744   124,855,857   (366,490)  1,207,614,924 
Other beverages  200,484,390   70,990,286   258,529,540   34,036,153   (450,559)  563,589,810 
Packaging  -   9,779,472   -   -   (1,959,091)  7,820,381 
Net sales  608,952,121   394,635,840   619,321,284   158,892,010   (2,776,140)  1,779,025,115 
Cost of sales  (359,465,664)  (214,447,259)  (384,838,875)  (92,368,109)  2,776,140   (1,048,343,767)
Distribution expenses  (59,076,433)  (56,421,024)  (42,673,570)  (8,825,262)      (166,996,289)
Administrative expenses  (114,250,801)  (89,276,114)  (98,071,441)  (24,305,453)      (325,903,809)
Finance income  1,286,021   1,346,501   42,327,682   195,587   -   45,155,791 
Finance expense  (13,151,176)  999,370   (34,057,214)  0   -   (46,209,020)
Interest expense, net (1)  (11,865,155)  2,345,871   8,270,468   195,587   -   (1,053,229)
Share of the entity in income of associates  381,255   -   (3,796,338)  -   -   (3,415,083)
Income tax expense  (12,838,517)  (6,902,265)  (36,821,377)  (4,604,732)  -   (61,166,891)
Other income (loss)  (15,109,823)  (3,235,926)  21,754,242   (308,315)  -   3,100,178 
Net income of the segment reported  36,726,983   26,699,123   83,144,393   28,675,726   -   175,246,225 
                         
Depreciation and amortization  46,105,063   25,369,034   29,945,887   9,667,300   -   111,087,284 
                         
Current assets  244,504,165   76,354,086   171,349,293   41,266,559   -   533,474,103 
Non-current assets  657,069,423   165,116,212   786,979,234   248,309,451   -   1,857,474,320 
Segment assets, total  901,573,588   241,470,298   958,328,527   289,576,010   -   2,390,948,423 
                         
Carrying amount in associates and joint ventures accounted for using the equity method, total  49,703,673   -   50,163,060   -   -   99,866,733 
                         
Segment disbursements of non-monetary assets  51,542,820   24,343,002   21,343,312   13,454,124   -   110,683,258 
                         
Current liabilities  193,298,799   68,120,885   124,248,587   25,990,081   -   411,658,352 
Non-current liabilities  474,576,722   13,350,651   506,297,573   16,161,177   -   1,010,386,123 
Segment liabilities, total  667,875,521   81,471,536   630,546,160   42,151,258   -   1,422,044,475 
                         
Cash flows provided by in Operating Activities  145,551,360   30,440,761   63,145,540   16,010,813   -   255,148,474 
Cash flows (used in) provided by Investing Activities  (50,706,748)  (24,790,752)  (21,096,376)  (13,454,124)  -   (110,048,000)
Cash flows (used in) provided by Financing Activities  (100,352,068)  (616,475)  (25,654,792)  (489,302)  -   (127,112,637)

 

F-37



Table(1) Financial expenses associated with external financing for the purchase of Contentscompanies, including capital contributions are presented in this item.

 

For the period ended December 31, 2013

 

Chile
 Operation

 

Argentina 
Operation

 

Brazil 
Operation

 

Paraguay
Operation

 

Intercompany
Eliminations

 

Consolidated
Total

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Softdrinks

 

357,175,049

 

389,768,200

 

359,500,578

 

94,313,713

 

(1,137,508

)

1,199,620,032

 

Other beverages

 

120,742,893

 

45,345,896

 

132,360,694

 

17,939,818

 

 

316,389,301

 

Packaging

 

 

6,115,002

 

 

 

(443,000

)

5,672,002

 

Net sales

 

477,917,942

 

441,229,098

 

491,861,272

 

112,253,531

 

(1,580,508

)

1,521,681,335

 

Cost of sales

 

(283,987,524

)

(250,550,829

)

(308,359,706

)

(73,500,197

)

1,580,508

 

(914,817,748

)

Distribution expenses

 

(46,133,420

)

(70,901,210

)

(39,999,942

)

(5,988,113

)

 

(163,022,685

)

Administrative expenses

 

(94,360,894

)

(80,644,714

)

(80,841,396

)

(16,709,434

)

 

(272,556,438

)

Finance income

 

1,751,973

 

48,638

 

3,035,143

 

137,558

 

 

4,973,312

 

Finance expense

 

(16,619,213

)

(5,407,881

)

(6,524,560

)

(392,369

)

 

(28,944,023

)

Interest expense, net

 

(14,867,240

)

(5,359,243

)

(3,489,417

)

(254,811

)

 

(23,970,711

)

Share of the entity in income of associates accounted for using the equity method, total

 

724,629

 

 

58,789

 

 

 

783,418

 

Income tax expense

 

(15,339,760

)

(7,743,806

)

1,853,334

 

(1,736,032

)

 

(22,966,264

)

Other income (loss)

 

(13,023,761

)

(8,434,348

)

(12,573,197

)

(832,377

)

 

(34,863,683

)

Net income of the segment reported

 

10,929,972

 

17,594,948

 

48,509,737

 

13,232,567

 

 

90,267,224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

35,967,369

 

17,282,433

 

19,611,566

 

10,475,516

 

 

83,336,884

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

205,826,948

 

89,031,091

 

141,763,935

 

23,962,112

 

 

460,584,086

 

Non current assets

 

632,472,652

 

129,560,418

 

609,181,470

 

251,162,684

 

 

1,622,377,224

 

Segment assets, total

 

838,299,600

 

218,591,509

 

750,945,405

 

275,124,796

 

 

2,082,961,310

 

Carrying amount in associates and joint ventures accounted for using the equity method, total

 

17,881,972

 

 

50,791,427

 

 

 

68,673,399

 

Capital expenditures and other

 

57,545,219

 

52,271,592

 

317,965,173

 

17,160,220

 

 

444,942,204

 

Current liabilities

 

151,808,516

 

117,167,718

 

108,646,120

 

24,521,785

 

 

402,144,139

 

Non-current liabilities

 

382,039,567

 

16,215,376

 

383,329,737

 

17,799,903

 

 

799,384,583

 

Segment liabilities, total

 

533,848,083

 

133,383,094

 

491,975,857

 

42,321,688

 

 

1,201,528,722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows provided by in Operating Activities

 

78,994,275

 

35,501,051

 

37,067,316

 

20,522,083

 

 

172,084,725

 

Cash flows used in Investing Activities

 

(76,510,197

)

(51,754,052

)

(302,125,052

)

(17,160,220

)

 

(447,549,521

)

Cash flows provided by (used in) Financing Activities

 

282,137,848

 

19,569,666

 

7,924,748

 

(6,526,406

)

 

303,105,856

 


 

For the period ended December 31, 2018 Chile Operation  Argentina Operation (2)  Brazil Operation  Paraguay Operation  Intercompany Eliminations  Consolidated total 
  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$ 
Softdrinks  390,782,296   330,874,797   326,015,740   118,095,369   (72,170)  1,165,696,032 
Other beverages  180,156,806   75,341,941   214,493,809   31,492,883   -   501,485,439 
Packaging  -   7,343,785   -   -   (1,609,457)  5,734,328 
Net sales  570,939,102   413,560,523   540,509,549   149,588,252   (1,681,627)  1,672,915,799 
Cost of sales  (336,719,937)  (214,647,052)  (329,529,112)  (88,813,300)  1,681,627   (968,027,774)
Distribution expenses  (55,798,363)  (62,899,574)  (38,835,833)  (8,241,714)      (165,775,484)
Administrative expenses  (109,373,432)  (93,149,904)  (88,809,386)  (22,410,131)      (313,742,853)
Finance income  1,686,041   14,750   2,019,489   219,964   -   3,940,244 
Finance expense  (23,713,774)  (192,602)  (31,108,284)  -   -   (55,014,660)
Interest expense, net (1)  (22,027,733)  (177,852)  (29,088,795)  219,964   -   (51,074,416)
Share of the entity in income of associates  298,359   -   1,112,820   -   -   1,411,179 
Income tax expense  (22,000,539)  (18,874,454)  (10,088,988)  (4,600,874)  -   (55,564,855)
Other income (loss)  (11,540,167)  (2,639,386)  (8,399,463)  (111,834)  -   (22,690,850)
Net income of the segment reported  13,777,290   21,172,301   36,870,792   25,630,363   -   97,450,746 
                         
Depreciation and amortization  42,353,664   20,474,446   26,830,835   9,935,501   -   99,594,446 
                         
Current assets  228,108,768   80,908,212   135,259,768   37,309,706   -   481,586,454 
Non-current assets  644,395,166   160,587,931   679,183,347   248,751,791   -   1,732,918,235 
Segment assets, total  872,503,934   241,496,143   814,443,115   286,061,497       2,214,504,689 
                   -     
Carrying amount in associates and joint ventures accounted for using the equity method, total  50,136,065   -   52,274,880   -       102,410,945 
                   -     
Capital expenditures and other  67,709,231   28,702,138   32,536,213   9,684,466   -   138,632,048 
                   -     
Current liabilities  186,831,021   83,013,418   128,146,943   21,870,719   -   419,862,101 
Non-current liabilities  477,319,648   17,066,746   420,218,066   16,323,385   -   930,927,845 
Segment liabilities, total  664,150,669   100,080,164   548,365,009   38,194,104   -   1,350,789,946 
                         
Cash flows provided by in Operating Activities  150,035,425   28,899,457   44,949,860   11,394,620   -   235,279,362 
Cash flows (used in) provided by Investing Activities  (47,164,236)  (28,700,733)  (32,536,213)  (9,684,466)  -   (118,085,648)
Cash flows (used in) provided by Financing Activities  (98,560,576)  (10,644,812)  (5,099,823)  (330,067)  -   (114,635,278)

 

F-38(1) Financial expenses associated with external financing for the purchase of companies, including capital contributions are presented in this item,

(2) Pursuant the application of IAS 19 in Argentina, assets and liabilities increased by ThCh $ 97,318,892 and ThCh $ 16,093,780, respectively. The effect in the income statement was a net loss of ThCh $ 15,743,592.




Table of Contents

tm2038578d1_fpage002 

 

NOTE 5 —  4 – CASH AND CASH EQUIVALENTS

 

The composition of Cash and cash equivalents are detailedis as follows as of December 31, 2015 and 2014::

 

Description

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

By item

 

 

 

 

 

Cash

 

633,010

 

595,442

 

Bank balances

 

28,208,845

 

13,931,375

 

Time deposits

 

11,621,566

 

13,159,563

 

Mutual funds

 

88,697,518

 

51,828,054

 

Total cash and cash equivalents

 

129,160,939

 

79,514,434

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

By currency

 

 

 

 

 

Dollar

 

13,598,302

 

5,747,745

 

Euro

 

1,859

 

15

 

Argentine Peso

 

27,168,042

 

1,317,489

 

Chilean Peso

 

35,545,272

 

17,708,037

 

Paraguayan Guaraní

 

9,631,669

 

9,385,359

 

Brazilian Real

 

43,215,795

 

45,355,789

 

Total cash and cash equivalents

 

129,160,939

 

79,514,434

 

5.1Time deposits

Time deposits defined as cash and cash equivalents are detailed as follows at December 31, 2015 and 2014:

Placement

 

Institution

 

Currency

 

Principal

 

Annual 
rate

 

12.31.2015

 

 

 

 

 

 

 

ThCh$

 

%

 

ThCh$

 

11-11-2015

 

Banco HSBC

 

Chilean pesos

 

6,900,000

 

0.37

%

6,941,975

 

12-31-2015

 

Banco Regional S.A.E.C.A.

 

Paraguayan guaraníes

 

2,952,717

 

4.00

%

2,952,717

 

12-31-2015

 

Banco Galicia

 

US$Dollars

 

1,420,320

 

2.80

%

1,420,425

 

12-03-2015

 

Banco Santander Rio

 

Argentinean pesos

 

136,150

 

25.75

%

138,852

 

12-14-2015

 

Banco Santander Rio

 

Argentinean pesos

 

92,582

 

26.32

%

93,748

 

12-11-2015

 

Banco Industrial

 

Argentinean pesos

 

70,798

 

27.00

%

71,865

 

12-09-2015

 

Banco Galicia

 

Argentinean pesos

 

1,943

 

0.37

%

1,984

 

Total

 

 

 

 

 

 

 

 

 

11,621,566

 

By item 12.31.2020  12.31.2019 
  ThCh$  ThCh$ 
Cash  339,628   2,331,714 
Bank balances  82,997,449   51,176,617 
Other fixed rate instruments  226,193,622   104,059,655 
Total cash and cash equivalents  309,530,699   157,567,986 

 

F-39



TableTime deposits expire in less than three months from their acquisition date and accrue market interest for this type of Contentsshort-term investment, Other fixed-income instruments mainly correspond to mutual funds with a maturity of less than 90 days, from the date of investment, There are no restrictions for significant amounts available to cash,

 

Placement

 

Institution

 

Currency

 

Principal

 

Annual
rate

 

12.31.2014

 

 

 

 

 

 

 

ThCh$

 

%

 

ThCh$

 

11-28-2014

 

Banco de Chile

 

Chilean pesos

 

3,800,000

 

3.60

 

3,810,980

 

11-28-2014

 

Banco Santander

 

Chilean pesos

 

2,500,000

 

3.72

 

2,508,525

 

12-31-2014

 

Banco Regional S.A.E.C.A.

 

Paraguayan guaranies

 

4,218,542

 

4.00

 

4,218,542

 

12-19-2014

 

Banco Citibank NA

 

Paraguayan guaranies

 

1,310,758

 

4.75

 

1,310,758

 

12-19-2014

 

Banco Itaú Paraguay S.A.

 

Paraguayan guaranies

 

1,310,758

 

4.50

 

1,310,758

 

Total

 

 

 

 

 

 

 

 

 

13,159,563

 

By currency 12.31.2020 12.31.2019 
  ThCh$ ThCh$ 
USD  21,332,268  16,733,249 
EUR  223,449  9,722 
ARS  14,821,502  3,830,199 
CLP  201,936,140  78,420,966 
PGY  21,688,915  12,383,873 
BRL  49,528,425  46,189,977 
Cash and cash equivalents  309,530,699  157,567,986 

 

5.2Money Market

Money market mutual fund´s shares are valued using the share values at the close of each reporting period. Below is a description for the end of each period:

Institution

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

Mutual Fund Corporativo Banchile — Chile

 

15,629,654

 

7,006,132

 

Mutual Fund Santander — Brasil

 

11,457,193

 

 

Mutual Fund Soberano Banco Itaú — Brasil

 

17,719,483

 

41,354,014

 

Fund Fima Ahorro Plus C

 

12,561,861

 

 

Fund Fima Ahorro Pesos C

 

12,572,400

 

 

Mutual Fund Bradesco — Brasil

 

10,686,106

 

 

Western Assets Institutional Cash Reserves — USA

 

7,454,378

 

3,313,647

 

Mutual Fund Wells Fargo — USA

 

180,549

 

154,261

 

Fund Fima Premium B

 

435,894

 

 

Total mutual funds

 

88,697,518

 

51,828,054

 

F-40



Table of Contents

NOTE 6 —5 – OTHER CURRENT AND NON-CURRENT FINANCIAL ASSETS

 

Below areThe composition of other financial assets is as follows:

  Balance 
  Current Non-current 
Other financial assets 12.31.2020 12.31.2019 12.31.2020 12.31.2019 
  ThCh$ ThCh$ ThCh$ ThCh$ 
Financial assets measured at amortized cost (1)  140,304,853 30,073  1,216,865 1,216,865 
Financial assets at fair value (2)  - 317,205  150,983,295 98,918,457 
Other financial assets measured at amortized cost (3)  - -  9,813,118 10,648,989 
Total  140,304,853 347,278  162,013,278 110,784,311 

(1) Financial instrument that does not meet the definition of cash equivalents as defined in Note 2.13. CLP 139,449,883 of these financial assets correspond to short-term realizable instruments, heldmanaged by the Company at December 31, 2015 and 2014, other than cash and cash equivalents.  They consist of time deposits with short-term maturities (more than 90 days), restricted mutual funds and derivative contracts. Financial instruments are detailed as follows:third parties.

 

a)Current portion 2015

Time deposits

Placement

 

Maturity

 

Institution

 

Currency

 

Principal

 

Annual
rate

 

12.31.2015

 

 

 

 

 

 

 

 

 

ThCh$

 

%

 

ThCh$

 

05-15-2015

 

02-11-2016

 

Banco BTG Pactual— Chile

 

Unidad de fomento

 

4,000,000

 

1.15

%

4,159,405

 

05-15-2015

 

02-11-2016

 

Banco Itaú — Chile

 

Unidad de fomento

 

3,500,000

 

0.94

%

3,634,643

 

05-15-2015

 

02-11-2016

 

Banco de Chile — Chile

 

Unidad de fomento

 

3,500,000

 

0.85

%

3,632,554

 

06-03-2015

 

01-15-2016

 

Banco Itaú — Chile

 

Unidad de fomento

 

5,000,000

 

0.91

%

5,169,872

 

06-03-2015

 

01-15-2016

 

Banco Santander — Chile

 

Unidad de fomento

 

5,000,000

 

0.91

%

5,169,872

 

06-03-2015

 

05-27-2016

 

Banco Santander — Chile

 

Unidad de fomento

 

5,000,000

 

1.00

%

5,172,585

 

06-03-2015

 

05-09-2016

 

Banco de Chile — Chile

 

Unidad de fomento

 

7,500,000

 

1.00

%

7,758,877

 

06-03-2015

 

05-09-2016

 

Banco de Chile — Chile

 

Unidad de fomento

 

7,500,000

 

1.00

%

7,758,877

 

09-01-2015

 

05-09-2016

 

Banco Santander — Chile

 

Unidad de fomento

 

3,000,000

 

0.01

%

3,051,493

 

09-01-2015

 

08-09-2016

 

Banco Santander— Chile

 

Unidad de fomento

 

4,000,000

 

0.26

%

4,072,077

 

09-01-2015

 

08-09-2016

 

Banco Santander— Chile

 

Unidad de fomento

 

6,000,000

 

0.26

%

6,108,115

 

09-30-2015

 

08-31-2016

 

Banco BTG Pactual— Chile

 

Unidad de fomento

 

2,000,000

 

0.65

%

2,025,626

 

11-11-2015

 

09-09-2016

 

Banco de Chile — Chile

 

Unidad de fomento

 

2,750,000

 

1.61

%

2,766,439

 

11-11-2015

 

10-07-2016

 

Banco Itaú — Chile

 

Unidad de fomento

 

5,500,000

 

1.83

%

5,534,564

 

06-03-2015

 

08-09-2016

 

Banco BTG Pactual— Chile

 

Unidad de fomento

 

4,350,000

 

1.30

%

4,508,016

 

06-22-2015

 

08-09-2016

 

Banco Santander — Chile

 

Unidad de fomento

 

3,000,000

 

1.06

%

3,096,637

 

06-30-2015

 

08-09-2016

 

Banco Santander — Chile

 

Unidad de fomento

 

2,800,000

 

1.02

%

2,887,391

 

07-20-2015

 

08-09-2016

 

Banco Estado — Chile

 

Unidad de fomento

 

3,400,000

 

0.36

%

3,485,387

 

09-30-2015

 

10-07-2016

 

Banco BTG Pactual— Chile

 

Unidad de fomento

 

3,700,000

 

0.89

%

3,749,703

 

09-30-2015

 

10-07-2016

 

Banco Santander — Chile

 

Unidad de fomento

 

3,700,000

 

0.85

%

3,749,320

 

Subtotal

 

 

 

 

 

 

 

 

 

 

 

87,491,453

 

12.31.2015

ThCh$

Bonds

Bonds Provincia Buenos Aires - Argentina

478

Total other current financial assets

87,491,931

F-41



Table(2) Market value of Contents

b)Non-current portion 2015

Time Deposits

Placement

 

Maturity

 

Institution

 

Currency

 

Principal

 

Annual
rate

 

12.31.2015

 

 

 

 

 

 

 

 

 

ThCh$

 

%

 

ThCh$

 

03-16-2015

 

03-16-2017

 

Banco Votoratim

 

$R

 

15,358

 

8.82

%

17,221

 

Sub Total

 

 

 

 

 

 

 

 

 

 

 

17,221

 

12.31.2015

ThCh$

Derivative futures contracts

Derivative futures contracts (see note Note 21)

181,474,306

Total other non-current financial assets

Total

181,491,527

F-42



Table of Contents

c)Current portion 2014

Time deposits

Placement

 

Maturity

 

Institution

 

Currency

 

Principal

 

Annual
rate

 

12.31.2014

 

 

 

 

 

 

 

 

 

ThCh$

 

%

 

ThCh$

 

08-14-2014

 

02-13-2015

 

Banco Santander — Chile

 

Unidad de fomento

 

4,500,000

 

1.65

%

4,632,134

 

08-14-2014

 

02-13-2015

 

Banco de Chile — Chile

 

Unidad de fomento

 

4,500,000

 

1.25

%

4,625,025

 

08-14-2014

 

02-13-2015

 

Banco Estado — Chile

 

Unidad de fomento

 

4,500,000

 

1.15

%

4,623,248

 

08-19-2014

 

02-13-2015

 

Banco Santander — Chile

 

Unidad de fomento

 

5,480,000

 

1.45

%

5,633,637

 

08-29-2014

 

08-31-2015

 

Banco Itaú — Chile

 

Unidad de fomento

 

6,000,000

 

0.60

%

6,143,820

 

08-29-2014

 

08-31-2015

 

Banco Santander — Chile

 

Unidad de fomento

 

6,000,000

 

0.70

%

6,145,932

 

09-26-2014

 

05-13-2015

 

Banco Santander — Chile

 

Unidad de fomento

 

8,950,000

 

0.15

%

9,127,301

 

09-26-2014

 

09-30-2015

 

Banco HSBC — Chile

 

Unidad de fomento

 

8,950,000

 

0.54

%

9,136,789

 

10-07-2014

 

09-24-2015

 

Banco de Chile — Chile

 

Unidad de fomento

 

4,650,000

 

0.35

%

4,738,930

 

11-06-2014

 

08-13-2015

 

Banco de Chile — Chile

 

Unidad de fomento

 

4,000,000

 

1.60

%

4,053,000

 

11-06-2014

 

11-12-2015

 

Banco Santander — Chile

 

Unidad de fomento

 

4,000,000

 

1.58

%

4,052,877

 

11-06-2014

 

08-13-2015

 

Banco Itaú — Chile

 

Unidad de fomento

 

4,000,000

 

1.47

%

4,052,197

 

12-10-2014

 

08-13-2015

 

Banco Santander — Chile

 

Unidad de fomento

 

6,580,000

 

3.28

%

6,592,590

 

12-10-2014

 

05-13-2015

 

Banco Itaú — Chile

 

Unidad de fomento

 

3,290,000

 

3.87

%

3,297,427

 

12-12-2014

 

08-13-2015

 

Banco Itaú — Chile

 

Unidad de fomento

 

400,000

 

3.50

%

400,739

 

12-19-2014

 

08-26-2015

 

Banco Santander — Chile

 

Unidad de fomento

 

4,100,000

 

3.86

%

4,105,275

 

12-19-2014

 

08-26-2015

 

Banco Santander — Chile

 

Unidad de fomento

 

3,500,000

 

3.59

%

3,504,188

 

12-26-2014

 

10-27-2015

 

Banco Santander — Chile

 

Unidad de fomento

 

2,000,000

 

2.75

%

2,000,764

 

12-29-2014

 

10-27-2015

 

Banco Santander — Chile

 

Unidad de fomento

 

4,750,000

 

2.81

%

4,750,742

 

12-30-2014

 

10-27-2015

 

Banco de Chile — Chile

 

Unidad de fomento

 

3,500,000

 

2.55

%

3,500,248

 

11-28-2014

 

03-02-2015

 

Banco Citibank NA — Paraguay

 

Paraguayan guaraníes

 

1,310,758

 

4.75

%

1,310,758

 

11-28-2014

 

03-02-2015

 

Banco BBVA Paraguay S.A.

 

Paraguayan guaraníes

 

1,310,758

 

4.75

%

1,310,758

 

11-03-2014

 

01-02-2015

 

Banco Galicia — Argentina

 

Argentine pesos (1)

 

366,130

 

20.75

%

366,130

 

11-05-2014

 

01-05-2015

 

Banco HSBC — Argentina

 

Argentine pesos (1)

 

148,668

 

20.00

%

148,668

 

11-07-2014

 

01-06-2015

 

Banco Galicia — Argentina

 

Argentine pesos (1)

 

365,348

 

20.75

%

365,348

 

11-17-2014

 

01-16-2015

 

Banco Industrial — Argentina

 

Argentine pesos (1)

 

291,128

 

22.00

%

291,128

 

12-17-2014

 

02-18-2015

 

Banco Industrial — Argentina

 

Argentine pesos (1)

 

152,652

 

21.00

%

152,652

 

11-21-2014

 

01-20-2015

 

Banco Galicia — Argentina

 

Argentine pesos (1)

 

304,783

 

20.75

%

304,783

 

12-09-2014

 

02-09-2015

 

Banco Santander Río — Argentina

 

Argentine pesos (1)

 

349,255

 

20.90

%

349,255

 

12-16-2014

 

02-18-2015

 

Banco Industrial — Argentina

 

Argentine pesos (1)

 

370,189

 

21.00

%

370,189

 

12-19-2014

 

02-18-2015

 

Banco Santander Río — Argentina

 

Argentine pesos (1)

 

383,087

 

20.90

%

383,087

 

12-22-2014

 

02-20-2015

 

Banco ICB — Argentina

 

Argentine pesos (1)

 

160,501

 

20.00

%

160,501

 

12-29-2014

 

02-27-2015

 

Banco Santander Río — Argentina

 

Argentine pesos (1)

 

211,092

 

20.90

%

211,092

 

Subtotal

 

 

 

 

 

 

 

 

 

 

 

100,841,212

 


(1)         Corresponds to time deposits entered intohedging instruments. See details in order to guaranty derivative operations in ArgentinaNote 22.

 

F-(3) C43



Tableorrespond to the rights in the Argentinean company Alimentos de Soya S.A., manufacturing company of Contents“AdeS” products and its distribution rights, which are framed in the purchase of the "AdeS" brand managed by The Coca-Cola Company at the end of 2016.

 

12.31.2014

ThCh$

Mutual funds

Banco Crédito e Inversiones - Chile

23,514

Western Assets Institutional Cash Reserves - USA

1,107,579

1,131,093

Bonds

Bonds Provincia Buenos Aires - Argentina

3,584

Guarantee Funds

Guarantee funds for derivative operations Rofex-Argentina (1)

1,729,820

Derivative futures contracts

Derivative futures contracts (see note Note 21)

2,871,333

Total other current financial assets

106,577,042



(1)         Corresponds to funds that should remain restricted according to the partial results from derivative operations in Argentina.tm2038578d1_fpage002 

 

d)Non-current portion 2014

12.31.2014

ThCh$

Time Deposits

Banco Votorantim

19,533

19,533

Derivative futures contracts

Derivative futures contracts (see note Note 21)

51,007,240

Total other non-current financial assets

51,026,773

F-44



Table of Contents

NOTE 7 —  6 – OTHER CURRENT AND NON-CURRENT NON-FINANCIAL ASSETS

Note 7.1   Other current non-financial assets

 

Description

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

Prepaid expenses

 

7,311,951

 

6,231,687

 

Fiscal credits

 

468,574

 

1,466,228

 

Guarantee deposit (Argentine)

 

47,023

 

9,924

 

Other current assets

 

858,608

 

79,342

 

Total

 

8,686,156

 

7,787,181

 

Note 7.2   Other non-current,The composition of other non-financial assets is as follows:

 

Description

 

12,31,2015

 

12,31,2014

 

 

 

ThCh$

 

ThCh$

 

Judicial deposits (see note 22.2)

 

11,127,988

 

22,717,093

 

Prepaid expenses

 

3,408,763

 

5,624,838

 

Fiscal credits

 

3,060,733

 

4,409,561

 

Others

 

692,417

 

305,288

 

Total

 

18,289,901

 

33,056,780

 

  Balance 
  Current  Non-current 
Other non-financial assets 12.31.2020  12.31.2019  12.31.2020  12.31.2019 
  ThCh$  ThCh$  ThCh$  ThCh$ 
Prepaid expenses  7,932,770   11,242,456   527,110   595,045 
Tax credit remainder (1)  234,124   180,695   76,262,417   103,540,639 
Guaranty deposit  286   422       - 
Judicial deposits  -   -   11,492,642   19,226,030 
Others (2)  5,207,201   4,765,392   1,960,503   2,274,436 
Total  13,374,381   16,188,965   90,242,672   125,636,150 

 

F-(1) 45



TableIn November 2006, Rio de Janeiro Refrescos Ltda. ("RJR") filed a court order No. 0021799-23.2006.4.02.5101 seeking recognition of Contentsthe right to exclude ICMS (Tax on Commerce and Services) from the PIS (Program of Social Integration) and COFINS (Contribution for the Financing of Social Security) calculation base, as well as recognition of the right to obtain reimbursement of amounts unduly collected since November 14, 2001, duly restated using the Selic interest rate. On May 20, 2019, the ruling favoring RJR became final, allowing the recovery of amounts overpaid from November 14, 2001 to August 2017. It is worth noting that in September 2017, RJR had already obtained a Security Mandate, which granted it the right to exclude, from that date, the ICMS from the PIS and COFINS calculation base.

 

The company took steps to assess the total amount of the credit at issue for the period of unduly collection of taxes from November 2001 to August 2017, totaling CLP 103,540 million (BRL 613 million, of which BRL 370 million corresponds to capital and BRL 243 million to interest and monetary restatement. These amounts were recorded as of December 31, 2019. In addition, the company acknowledged the indirect costs (attorneys' fees, consulting, auditing, indirect taxes and other obligations) resulting from the recognition of the right acquired in court, totaling BRL 175 million.

The payment of income tax occurs when liquidating the credit, therefore the respective deferred tax liability recorded was CLP 20,246 million (BRL 148 million). In 2020 already CLP 16,142 million (BRL 118 million) have been offset.

Companhia de Bebidas Ipiranga ("CBI") acquired in September 2013, also filed a court order No. 0014022-71.2000.4.03.6102 in order to recognize the same issue as the one previously described for RJR. In September 2019, the ruling favoring CBI became final, allowing the recovery of the amounts overpaid from September 12, 1989 to December 1, 2013 (date when CBI was incorporated by RJR). CBI's credit will be generated in the name of RJR, however, pursuant to the contractual clause ("Subscription Agreement for Shares and Exhibits"), as soon as collected by RJR, this payment should be immediately paid to former CBI shareholders (supervention favoring former CBI shareholders). Based on supporting documents found, for the August 1993-November 2013 period, the amount of credits related to this process have been calculated and totaled CLP 22,162 million (BRL 162 million, of which BRL 80 million corresponds to capital and BRL 82 million correspond to interest and monetary restatement), from this amount, CLP 958 million (BRL 7 million) must be deducted from indirect taxes, thus generating an account payable to former shareholders for CLP 21,204 million (BRL 155 billion) and a government receivables related to credits for that same amount. It is worth mentioning that for the September 1989-July 1993 period, the Company did not account the credit due to the lack of supporting documents.

In addition, RJR has an associate called Sorocaba Refrescos SA ("Sorocaba"), where it has a 40% shareholding in the capital, which also filed a court order seeking recognition of the right to the same issue as RJR's action. On June 13, 2019, the ruling favoring Sorocaba became final, allowing the recovery of the amounts overpaid from July 5, 1992 until the date on which the decision became final. As of December 31, 2020, the impacts were recognized in RJR's result from its ownership in Sorocaba, totaling CLP 6,703 million (BRL 49 million, of which BRL 28 million correspond to capital and BRL 21 million correspond to interest and monetary restatement). In addition, the company recognized indirect costs (attorneys' fees, consulting, auditing, indirect taxes, and other obligations) resulting from the recognition of the right acquired in court, totaling CLP 1,368 million (BRL 10 million).

Income tax payment occurs upon credit settlement, with that the respective deferred tax liability recorded was CLP 1,778 million (BRL 13 million). In 2020, CLP 684 million (BRL 5 million) of the total credit obtained by Sorocaba have already been offset.

(2) Other non-financial assets are mainly composed of advances to suppliers.


tm2038578d1_fpage002 

NOTE 8 —  7 – TRADETRADE AND OTHER RECEIVABLES

 

The composition of trade and other receivables is detailed as follows:

 

 

 

12.31.2015

 

12.31.2014

 

Trade and other receivables

 

Assets 
before 
provisions

 

Allowance for
doubtful 
accounts

 

Commercial 
debtors net 
assets

 

Assets 
before 
provisions

 

Allowance 
for doubtful 
accounts

 

Commercial 
debtors net 
assets

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Current commercial debtors

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade debtors

 

147,949,551

 

(4,276,100

)

143,673,451

 

164,026,718

 

(7,028,207

)

156,998,511

 

Other current debtors

 

24,881,812

 

(939,201

)

23,942,611

 

30,963,659

 

 

30,963,659

 

Current commercial debtors

 

172,831,363

 

(5,215,301

)

167,616,062

 

194,990,377

 

(7,028,207

)

187,962,170

 

Prepayments suppliers

 

6,777,567

 

 

6,777,567

 

6,017,624

 

 

6,017,624

 

Other current accounts receivable

 

2,042,131

 

(49,924

)

1,992,207

 

4,189,001

 

(58,371

)

4,130,630

 

Commercial debtors and other current accounts receivable

 

181,651,061

 

(5,265,225

)

176,385,836

 

205,197,002

 

(7,086,578

)

198,110,424

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current accounts receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade debtors

 

95,413

 

 

95,413

 

100,105

 

 

100,105

 

Other non-current debtors

 

5,836,586

 

 

5,836,586

 

6,997,704

 

 

6,997,704

 

Non-current accounts receivable

 

5,931,999

 

 

5,931,999

 

7,097,809

 

 

7,097,809

 

Trade and other receivable

 

187,583,060

 

(5,265,225

)

182,317,835

 

212,294,811

 

(7,086,578

)

205,208,233

 

  Balance 
  Current Non-current 
Trade debtors and other accounts receivable, Net 12.31.2020 12.31.2019 12.31.2020 12.31.2019 
  ThCh$ ThCh$ ThCh$ ThCh$ 
Trade debtors  151,017,754 150,509,528 40,432 - 
Other debtors  41,688,151 39,620,246 32,219 466,007 
Other accounts receivable  1,315,348 947,814 1,211 57,762 
Total  194,021,253 191,077,588 73,862 523,769 

 

Aging of debtor portfolio

 

Number of 
clients

 

12.31.2015

 

Number of 
clients

 

12.31.2014

 

 

 

 

 

ThCh$

 

 

 

ThCh$

 

Up to date non-securitized portfolio

 

7,433

 

61,153,091

 

25,834

 

59,916,856

 

1 and 30 days

 

66,511

 

82,344,857

 

63,235

 

92,184,412

 

31 and 60 days

 

705

 

1,760,954

 

583

 

1,309,832

 

61 and 90 days

 

344

 

675,559

 

396

 

420,965

 

91 and 120 days

 

316

 

147,289

 

334

 

481,396

 

121 and 150 days

 

233

 

180,617

 

210

 

353,768

 

151 and 180 days

 

194

 

172,041

 

197

 

207,522

 

181 and 210 days

 

476

 

297,653

 

306

 

568,956

 

211 and 250 days

 

241

 

91,308

 

199

 

548,469

 

More than 250 days

 

1,522

 

1,221,595

 

1,248

 

8,134,647

 

Total

 

77,975

 

148,044,964

 

92,542

 

164,126,823

 

 

 

 

 

12.31.2015

 

 

 

12.31.2014

 

 

 

 

 

ThCh$

 

 

 

ThCh$

 

Current comercial debtors

 

 

 

147,949,551

 

 

 

164,026,718

 

Non-current comercial debtors

 

 

 

95,413

 

 

 

100,105

 

Total

 

 

 

148,044,964

 

 

 

164,126,823

 

  Balance 
  Current Non-current 
Trade debtors and other accounts receivable, Gross 12.31.2020 12.31.2019 12.31.2020 12.31.2019 
  ThCh$ ThCh$ ThCh$ ThCh$ 
Trade debtors 154,591,684 153,654,549 40,432 - 
Other debtors 44,691,925 42,719,679 32,219 466,007 
Other accounts receivable 1,533,307 1,196,347 1,211 57,762 
Total 200,816,916 197,570,575 73,862 523,769 

 

F-46



TableThe stratification of Contentsthe portfolio is as follows:

  Balance 
Current trade debtors without impairment impact 12.31.2020
ThCh$
 12.31.2019
ThCh$
 
Less than one month  147,177,119  148,150,717 
Between one and three months  2,230,594  1,872,144 
Between three and six months  1,708,015  838,277 
Between six and eight months  509,855  482,596 
Older than eight months  3,006,533  2,310,815 
Total  154,632,116  153,654,549 

The Company has approximately 283,500 clients, which may have balances in the different sections of the stratification. The number of clients is distributed geographically with 66,100 in Chile, 89,900 in Brazil, 69,600 in Argentina and 58,000 in Paraguay.

 

The movement in the allowance for doubtful accounts between January 1 and December 31, 2015 and 2014, areexpected credit losses is presented below:

 

 

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Opening balance

 

7,086,578

 

2,678,879

 

1,486,749

 

Bad debt expense

 

5,762,634

 

4,459,276

 

2,519,653

 

Provision application

 

(6,992,793

)

(35,827

)

(1,278,400

)

Change due to foreign exchange differences

 

(591,194

)

(15,750

)

(49,123

)

Movement

 

(1,821,353

)

4,407,699

 

1,192,130

 

Ending balance

 

5,265,225

 

7,086,578

 

2,678,879

 

  12.31.2020  12.31.2019 
  ThCh$  ThCh$ 
Opening balance  6,492,987   6,298,208 
Increase (decrease)  2,321,958   1,762,246 
Provision reversal  (1,595,521)  (1,184,953)
Increases (decrease) for changes of foreign currency  (423,761)  (382,514)
Sub – total movements  302,676   194,779 
Ending balance  6,795,663   6,492,987 


tm2038578d1_fpage002 

 

NOTE 9 —  8 – INVENTORIES

 

The composition of inventories is detailed as follows:follows:

 

Details

 

12.31.2015

 

12.31.2014

 

 12.31.2020 12.31.2019 

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ 

Raw materials(1)

 

80,466,928

 

74,691,675

 

  80,902,721 93,524,911 

Finished goods

 

26,378,890

 

47,894,403

 

  27,556,884 32,337,670 

Spare parts and supplies

 

26,082,728

 

26,213,284

 

  19,592,377 20,769,626 

Work in progress

 

761,923

 

289,740

 

  76,577 567,973 

Other inventories

 

1,438,231

 

3,039,477

 

  3,101,016 3,625,488 

Obsolescence provision (1)(2)

 

(1,795,447

)

(2,400,961

)

  (3,256,925) (3,184,444)

Total

 

133,333,253

 

149,727,618

 

  127,972,650 147,641,224 

 

The cost of inventory recognized as cost of sales is ThCh$ 1,106,706,146, ThCh$ 1,081,243,408amounts to CLP 1,022,498,659 thousand and ThCh$ 914,817,748 atCLP 1,048,343,767 thousand as of December 31, 2015, 20142020 and 2013,2019, respectively.

 


(1)             The provision for obsolescence is primarily related more to the obsolescence of parts classified as inventories than finished goods and raw materials.

(1)Approximately 80% is composed of concentrate and sweeteners used in the preparation of beverages, as well as caps and PET supplies used in the packaging of the product.

 

F-47



Table of Contents

(2)The obsolescence provision is related mainly with the obsolescence of spare parts classified as inventories and to a lesser extent to finished products and raw materials. The general standard is to provision all those multi-functional spare parts without utility in rotation in the last four years prior to the technical analysis technical to adjust the provision. In the case of raw materials and finished products, the obsolescence provision is determined according to maturity.

  

NOTE 10 —  CURRENT9 – TAX ASSETS AND DEFERRED INCOME TAXELIABILITIES

 

10.1Tax ReformThe composition of current tax accounts receivable is the following:

 

On September 29, 2014, the Official Daily Newspaper published Law N°20,780 which amends the Chilean tax regime, with the main following changes:

Tax assets 12-31.2020 12-31.2019 
  ThCh$ ThCh$ 
Tax credits (1)  218,472  9,815,294 
Total  218,472  9,815,294 

 

·                  It establishes a new system of semi-integrated taxation, which can be used as an alternative to the integrated regime of attributed income. Taxpayers may opt freely to any of the two to pay their taxes. In the case of Embotelladora Andina S.A. by a general rule established by law the semi-integrated taxation system applies, which should be subsequently ratified by a future Shareholders Meeting.

·                  The semi-integrated system establishes the gradual increase in the first category tax rate for the business years 2014, 2015, 2016, 2017 and 2018 onwards, increasing to 21%, 22.5%, 24%, 25.5% and 27% respectively.

·                  Regarding the amendments to deferred taxes resulting from rate changes to be applied during the reversal period of differences between the bases of valuation of assets and liabilities by deferred taxes, were recognized on December 31, 2014, according to IAS 12 with a charge to net income, amounting to ThCh$23,615,151.

10.2Current tax assets

Current tax assets correspond to the following items:

Description

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

Monthly provisional payments

 

7,506,564

 

5,727,642

 

Tax credits (1)

 

234,677

 

297,407

 

Total

 

7,741,241

 

6,025,049

 


(1) Tax credits correspond to income tax credits on training expenses, purchase of property,Property, plant and equipment, and donations.

 

F-The composition of 48current tax accounts payable is the following:

  Current Non-Current 
Tax liabilities 12.31.2020 12.31.2019 12.31.2018 12.31.2020 12.31.2019 12.31.2018 
   ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ 
Income tax expense  8,828,599 6,762,267 9,338,612 20,957 - - 
Total  8,828,599 6,762,267 9,338,612 20,957 - - 




Table of Contentstm2038578d1_fpage002 

 

10.3Current tax liabilities10 – INCOME TAX EXPENSE AND DEFERRED TAXES

 

Current tax payables correspond to the following items

Description

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

Income tax expense

 

7,494,832

 

2,931,206

 

Total

 

7,494,832

 

2,931,206

 

10.410.1 Income tax expense

 

The current and deferred income tax expenses for the years ended December 31, 2015, 2014are detailed as follows:

Details 12.31.2020  12.31.2019  12.31.2018 
  ThCh$  ThCh$  ThCh$ 
Current income tax expense  55,522,189   35,439,707   38,313,980 
Current tax adjustment previous period  (735,907)  713,992   312,403 
Foreign dividends tax withholding expense  6,987,142   4,534,145   7,364,213 
Other current tax expense (income)  (47,569)  (425,958)  474,105 
Current income tax expense  61,725,855   40,261,886   46,464,701 
Expense (income) for the creation and reversal of temporary differences of deferred tax and others  (6,820,456)  20,905,005   9,100,154 
Expense (income) for deferred taxes  (6,820,456)  20,905,005   9,100,154 
Total income tax expense  54,905,399   61,166,891   55,564,855 

The distribution of national and 2013 are detailedforeign tax expenditure is as follows:

 

Item

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Current income tax expense

 

33,322,550

 

16,313,855

 

31,237,950

 

Adjustment to current income tax from the previous fiscal year

 

(117,316

)

(547,549

)

1,051,182

 

Withholding tax expense foreign subsidiaries

 

7,027,661

 

4,848,794

 

1,032,620

 

Property tax expense

 

1,212,398

 

784,742

 

668,111

 

Other tax expense (income)

 

 

(220,675

)

(12,281

)

Current income tax expense

 

41,445,293

 

21,179,167

 

33,977,582

 

Income (expense) for the creation and reversal of current tax difference

 

197,269

 

840,269

 

(11,011,318

)

Tax reform

 

 

23,334,999

 

 

Expense (income) for deferred taxes

 

197,269

 

24,175,268

 

(11,011,318

)

Total income tax expense

 

41,642,562

 

45,354,435

 

22,966,264

 

Income taxes 12.31.2019  12.31.2018  12.31.2018 
  ThCh$  ThCh$  ThCh$ 
Current taxes            
Foreign  (39,128,690)  (24,315,576)  (24,442,984)
National  (22,597,165)  (15,946,310)  (22,021,717)
Current tax expense  (61,725,855)  (40,261,886)  (46,464,701)
Deferred taxes            
Foreign  7,280,487   (24,012,798)  (9,121,332)
National  (460,031)  3,107,793   21,178 
Deferred tax expense  6,820,456   (20,905,005)  (9,100,154)
Income tax expense  (54,905,399)  (61,166,891)  (55,564,855)


 

The reconciliation of the tax expense using the statutory rate with the tax expense using the effective rate is as follows:

Reconciliation of effective rate 12.31.2020  12.31.2019  12.31.2018 
  ThCh$  ThCh$  ThCh$ 
Net income before taxes  178,022,719   236,413,116   153,015,601 
Tax expense at legal rate (27.0%)  (48,066,134)  (63,831,541)  (41,314,212)
Effect of a different tax rate in other jurisdictions  1,032,950   (3,471,705)  967,671 
Permanent differences:            
Non-taxable revenues  (2,417,582)  9,507,807   12,522,541 
Non-deductible expenses  (6,007,898)  (4,664,045)  (11,141,237)
Reversal of tax provision  113,747   (3,316,278)  (295,632)
Effect of monetary tax restatement Chilean companies  (5,936,464)  5,199,589   2,566,163 
Foreign subsidiaries tax withholding expense and other legal tax debits and credits  6,375,982   (590,718)  (18,870,149)
Adjustments to tax expense  (7,872,215)  6,136,355   (15,218,314)
Tax expense at effective rate  (54,905,399)  (61,166,891)  (55,564,855)
Effective rate  30.8%  25.9%  36.3%

The applicable income tax rates in each of the jurisdictions where the Company operates are the following:

   Rate 
Country  2020  2019  2018 
Chile   27.0%  27.0%  27.0%
Brazil   34.0%  34.0%  34.0%
Argentina   30.0%  30.0%  30.0%
Paraguay   10.0%  10.0%  10.0%


 

10.2Deferred income taxes

 

F-49



Table of Contents

10.5Deferred income taxes

The net cumulative balances of temporary differences whichthat give rise to deferred tax assets and liabilities are shown belowdetailed as follows:

 

 

12.31.2015

 

12.31.2014

 

 12.31.2020 12.31.2019 

Temporary differences

 

Assets

 

Liabilities

 

Assets

 

Liabilities

 

 Assets Liabilities Assets Liabilities 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 CLP (000’s) CLP (000’s) CLP (000’s) CLP (000’s) 

Property, plant and equipment

 

1,811,306

 

46,043,942

 

1,825,735

 

50,035,641

 

  5,421,466   39,544,960   5,445,810   51,414,971 

Obsolescence provision

 

1,722,802

 

 

1,789,886

 

 

  1,340,235   -   1,588,563   - 
ICMS exclusion credit  -   17,679,221   -   25,651,794 

Employee benefits

 

3,327,490

 

 

3,092,399

 

 

  4,475,497   18,300   5,418,561   12,157 

Post-employment benefits

 

102,742

 

1,207,337

 

82,299

 

798,459

 

  150,027   101,339   148,853   787,576 

Tax loss carried-forwards (1)

 

10,313,066

 

 

12,301,624

 

 

Tax Goodwill Brazil

 

34,538,542

 

 

51,257,770

 

 

Tax loss carry forwards (1)  6,423,820   -   7,607,813   - 
Tax goodwill Brazil  2,080,987   -   10,341,033   - 

Contingency provision

 

29,778,445

 

 

29,553,200

 

 

  24,103,234   -   34,109,458   - 

Foreign exchange differences (2)

 

 

9,600,022

 

 

2,612,804

 

Foreign Exchange differences (2)  8,116,713   -   9,284,450   - 

Allowance for doubtful accounts

 

437,113

 

 

977,330

 

 

  915,562   -   756,895   - 

Coca-Cola incentives (Argentina)

 

1,882,260

 

 

1,892,625

 

 

Assets and liabilities for placement of bonds

 

 

806,980

 

 

809,091

 

  378,901   2,377,870   390,163   1,187,649 

Lease liabilities

 

2,021,092

 

 

2,233,827

 

 

  1,528,990   -   2,242,439   - 

Inventories

 

2,512,725

 

 

1,285,918

 

 

  469,416   -   447,192   - 

Distribution rights

 

 

161,331,490

 

 

178,308,862

 

  -   144,151,661   -   163,107,412 
Hedging derivatives  -   -   -   - 

Others

 

637,737

 

297,250

 

454,312

 

308,215

 

  3,785,655   7,060,830   -   3,705,078 

Subtotal

 

89,085,320

 

219,287,021

 

106,746,925

 

232,873,072

 

  59,190,503   210,934,181   77,781,230   245,866,637 

Total liabilities net

 

 

130,201,701

 

 

126,126,147

 

Total assets and liabilities net  1,925,869   153,669,547   1,364,340   169,449,747 

 


(1)Tax losses mainly associated with the subsidiary Embotelladora Andina Chile S.A. Tax losses have no expiration date in Chile

(1)    Tax losses mainly associated with the subsidiary Embotelladora Andina Chile S.A., for ThCh$ 9,960,263 and other smaller subsidiaries in Chile for ThCh$ 352,803. In Chile tax losses have no expiration date.

(2)Corresponds to differed taxes for exchange rate differences generated on the translation of debt expressed in foreign currency in the subsidiary Rio de Janeiro Refrescos Ltda. and which for tax purposes are recognized in Brazil then incurred.

 

(2)    Corresponds to differed taxes for exchange rate differences generated on the translation of debt expressed in foreign currency that are taxed differently to their accrual.

F-50



Table of Contents

10.6Deferred tax liability movement

The movement in deferred income tax accounts is as follows:follows:

 

Item

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

Opening Balance

 

126,126,147

 

105,537,484

 

111,414,626

 

Increase due to merger

 

 

 

 

 

6,938,385

 

Increase (decrease) in deferred tax

 

9,474,186

 

(4,931,757

)

(12,592,600

)

Increase resulting from Tax Reform rates

 

 

23,334,999

 

 

Increase (decrease) due to foreign currency translation

 

(5,398,632

)

2,185,421

 

(222,927

)

Movements

 

4,075,554

 

20,588,663

 

(5,877,142

)

Ending balance

 

130,201,701

 

126,126,147

 

105,537,484

 

Movement 12.31.2020  12.31.2019  12.31.2018 
  ThCh$  ThCh$  ThCh$ 
Opening Balance  168,085,407   145,245,948   121,991,585 
Increase (decrease) in deferred tax  4,411,619   20,905,005   11,303,016 
Increase (decrease) due to foreign currency translation (*)  (20,753,348)  1,934,454   11,951,347 
Total movements  (16,341,729)  22,839,459   23,254,363 
Ending balance  151,743,678   168,085,407   145,245,948 

 

10.7Distribution of domestic and foreign tax expense(*) Includes IAS 29 effect, due to inflation in Argentina

 


For the years ended December 31, 2015, 2014 and 2013, domestic and foreign tax expense are detailed as follows:

Income tax

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 

 

ThCh$

 

ThCh$

 

ThCh

 

Current income taxes

 

 

 

 

 

 

 

Foreign

 

(36,438,137

)

(15,058,221

)

(18,135,554

)

Domestic

 

(5,007,156

)

(6,120,946

)

(15,842,028

)

Current income tax expense

 

(41,445,293

)

(21,179,167

)

(33,977,582

)

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

 

 

 

 

 

Foreign

 

9,745,398

 

(2,080,538

)

10,509,053

 

Domestic

 

(9,942,667

)

(22,094,730

)

502,265

 

Deferred income tax expense

 

(197,269

)

(24,175,268

)

11,011,318

 

Income tax expense

 

(41,642,562

)

(45,354,435

)

(22,966,264

)

F-51



Table of Contents 

 

10.8Reconciliation of effective rate

Below is the reconciliation between the effective tax rate and the statutory rate:

Reconciliation of effective rate

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

Net income before taxes

 

129,740,488

 

97,388,527

 

Tax expense at legal rate ( 22,5%)

 

(29,191,610

)

 

Tax expense at legal rate ( 21,0%)

 

 

(20,451,591

)

Effect of a different tax rate in other jurisdictions

 

(8,161,392

)

(6,916,744

)

 

 

 

 

 

 

Permanent differences:

 

 

 

 

 

Non-taxable revenues

 

11,778,290

 

16,703,891

 

Non-deductible expenses

 

(7,945,107

)

(7,336,011

)

Tax reform (Chile)

 

 

(23,334,999

)

Adjustement to current income tax from the previous fiscal year

 

117,316

 

(254,185

)

Foreign subsidiaries tax withholding expense and other legal tax debits and credits

 

(8,240,059

)

(3,764,796

)

Adjustments to tax expense

 

(4,289,560

)

(17,986,100

)

 

 

 

 

 

 

Tax expense at effective rate

 

(41,642,562

)

(45,354,435

)

Effective rate

 

32,1

%

46,6

%

Below are the income tax rates applicable in each jurisdiction where the Company operates:

 

 

Rate

 

Country

 

2015

 

2014

 

Chile

 

22,5

%

21

%

Brazil

 

34

%

34

%

Argentina

 

35

%

35

%

Paraguay

 

10

%

10

%

F-52



Table of Contents

NOTE 11 —  PROPERTY, PLANT AND EQUIPMENT

 

11.1Balances

Property, plant and equipment are detailed below at the end of each period:

 

 

Property, plant and equipment,
gross

 

Cumulative depreciation and
impairment

 

Property, plant and equipment, net

 

Item

 

12.31.2015

 

12.31.2014 

 

12.31.2015

 

12.31.2014 

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$ 

 

ThCh$

 

ThCh$ 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction in progress

 

34,625,004

 

25,522,059

 

 

 

34,625,004

 

25,522,059

 

Land

 

86,898,529

 

76,957,848

 

 

 

86,898,529

 

76,957,848

 

Buildings

 

209,625,725

 

223,273,615

 

(50,150,795

)

(51,215,168

)

159,474,930

 

172,058,447

 

Plant and equipment

 

432,853,976

 

489,218,564

 

(229,474,042

)

(235,979,731

)

203,379,934

 

253,238,833

 

Information technology

 

17,189,199

 

17,527,911

 

(12,868,543

)

(12,706,055

)

4,320,656

 

4,821,856

 

Fixed facilities and accessories

 

32.882.106

 

34,015,967

 

(10,575,347

)

(8,960,420

)

22,306,759

 

25,055,547

 

Vehicles

 

33,857,560

 

36,966,300

 

(15,750,855

)

(20,796,517

)

18,106,705

 

16,169,783

 

Leasehold improvements

 

650,815

 

786,269

 

(375,870

)

(340,149

)

274,945

 

446,120

 

Other property, plant and equipment (1)

 

376.360.341

 

404,317,216

 

(265,217,931

)

(265,512,424

)

111,142,410

 

138,804,792

 

Total

 

1,224,943,255

 

1,308,585,749

 

(584,413,383

)

(595,510,464

)

640,529,872

 

713,075,285

 


period(1)       Other property, plant and equipment is composed of bottles, market assets, furniture and other minor assets.

F-53



Table of Contents:

 

Property, plant and equipment, gross 12.31.2020  12.31.2019 
  ThCh$  ThCh$ 
Construction in progress  34,194,083   27,290,581 
Land  94,321,726   104,196,754 
Buildings  266,921,167   299,282,674 
Plant and equipment  515,395,328   571,154,695 
Information technology equipment  24,323,557   23,912,963 
Fixed installations and accessories  45,558,495   46,062,659 
Vehicles  45,808,748   55,128,493 
Leasehold improvements  203,164   214,886 
Rights of use (1)  56,726,206   40,498,400 
Other properties, plant and equipment (2)  314,602,940   452,600,945 
Total Property, plant and equipment, gross  1,398,055,414   1,620,343,050 

Accumulated depreciation of Property, plant and equipment

 12.31.2020  

 

12.31.2019

 
  ThCh$  ThCh$ 
Buildings  (86,004,289)  (87,308,899)
Plant and equipment  (369,605,125)  (385,801,471)
Information technology equipment  (19,445,250)  (18,911,118)
Fixed installations and accessories  (27,910,603)  (26,219,378)
Vehicles  (29,397,964)  (33,167,346)
Leasehold improvements  (144,022)  (144,865)
Rights of use (1)  (35,388,929)  (8,254,568)
Other properties, plant and equipment (2)  (224,582,687)  (337,816,542)
Total accumulated depreciation  (792,478,869)  (897,624,187)
         
Total Property, plant and equipment, net  605,576,545   722,718,863 

(1) For adoption of IFRS 16, See details of underlying assets in Note 11,1

(2) The net balance of each of these categories at December 31, 2015 and 2014 is detailed as follows:presented below:

 

Other property, plant and equipment

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

Bottles

 

67,110,520

 

62,769,011

 

Marketing and promotional assets

 

38,061,595

 

66,444,241

 

Other property, plant and equipment

 

5,970,295

 

9,591,540

 

Total

 

111,142,410

 

138,804,792

 

 

Other Property, plant and equipment, net 12.31.2020  12.31.2019 
  ThCh$  ThCh$ 
Bottles  30,275,255   44,071,742 
Marketing and promotional assets  44,106,959   57,442,154 
Other Property, plant and equipment  15,638,039   13,270,507 
Total  90,020,253   114,784,403 

The Company has insurance to protect its property, plant and equipment and its inventory from potential losses. The geographic distribution of those assets is detailed as follows:


 

 

Chile

11.1

: Santiago, Puente Alto, Maipú, Renca, Rancagua y San Antonio, Antofagasta, Coquimbo and Punta Arenas.

Argentina

: Buenos Aires, Mendoza, Córdoba y Rosario, Bahía Blanca, Chacabuco, La Pampa, Neuqén, Comodoro Rivadavia, Trelew, andTierra del Fuego

Brazil

: Río de Janeiro, Niteroi, Campos, Cabo Frío, Nova Iguazú, Espirito Santo, Vitoria parts Sao Paulo and Minas Gerais.

Paraguay

: Asunción, Coronel Oviedo, Ciudad del Este and Encarnación.

Movements

F-54



Table of Contents

11.2Movements

 

Movements in property,Property, plant and equipment are detailed as follows between January 1 and December 31, 2015 and 2014:follows:

 

 

Construction in
progress

 

Land

 

Buildings, net

 

Plant and
equipment, net

 

IT Equipment, net

 

Fixed
facilities and
accessories,
net

 

Vehicles, net

 

Leasehold
improvements,
net

 

Other,
net

 

Property, plant
and equipment,
net

 

 Construction in progress Land Buildings, net Plant and equipment, net IT equipment net Fixed facilities and accessories, net Vehicles, net Leasehold improvements, net Others Rights-of-use Property, plant & equipment, net 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

  ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$    ThCh$ 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance at January 1, 2015

 

25,522,059

 

76,957,848

 

172,058,447

 

253,238,833

 

4,821,856

 

25,055,547

 

16,169,783

 

446,120

 

138,804,792

 

713,075,285

 

Opening balance at January 1, 2020  27,290,581   104,196,754   211,973,775   185,353,224   5,001,845   19,843,281   21,961,147   70,021   114,784,403   32,243,832   722,718,863 

Additions

 

59,639,751

 

17,987,524

 

104,132

 

9,184,539

 

285,838

 

 

105,804

 

 

23,668,047

 

110,975,635

 

  37,726,227   -   1,520,363   8,963,015   809,348   (1,313)  1,323,740   -   30,536,408   -   80,877,788 
Right-of use additions (1)  -   -   -   -   -   -   -   -   -   1,775,457   1,775,457 

Disposals

 

 

 

(16,277

)

(228,309

)

(245

)

 

(4,917

)

 

(84,020

)

(333,768

)

  -   -   (164,113)  (2,485,145)  (2,426)  -   (22,823)  -   (6,046,468)  (87,043)  (8,808,018)

Transfers between items of property, plant and equipment

 

(46,527,488

)

 

10,132,100

 

9,853,256

 

1,583,502

 

1,371,016

 

8,868,154

 

5,993

 

14,713,467

 

 

Transfers between items of Property, plant and equipment  (23,336,382)  -   2,177,344   8,858,066   1,151,754   1,175,520   906,624   50,356   9,016,718   -   - 
Right-of-use transfers  -   -   -   -   -   -   -   -   -   -   - 

Depreciation expense

 

 

 

(5,069,161

)

(35,294,090

)

(1,879,341

)

(2,512,958

)

(3,967,423

)

(87,523

)

(49,139,913

)

(97,950,409

)

  -   -   (7,240,230)  (33,465,104)  (2,058,555)  (2,803,621)  (4,963,835)  (44,630)  (48,830,152)      (99,406,127)
Amortization  -   -   -   -   -   -   -   -   -   (7,851,901)  (7,851,901)

Increase (decrease) due to foreign currency translation differences

 

(4,009,318

)

(8,046,843

)

(17,496,868

)

(29,405,268

)

(469,797

)

(1,606,846

)

(2,918,202

)

(89,645

)

(16,283,975

)

(80,326,762

)

  (3,086,288)  (9,936,257)  (29,231,570)  (19,859,576)  (829,268)  (628,317)  (3,124,155)  (16,605)  (11,400,730)  (4,728,542)  (82,841,308)

Other increase (decrease)

 

 

 

(237,443

)

(3,969,027

)

(21,157

)

 

(146,494

)

 

(535,988

)

(4,910,109

)

Other increase (decrease) (2)  (4,400,055)  61,229   1,881,309   (1,574,277)  805,609   62,342   330,086   -   1,960,074   (14,526)  (888,209)

Total movements

 

9,102,945

 

9,940,681

 

(12,583,517

)

(49,858,899

)

(501,200

)

(2,748,788

)

1,936,922

 

(171,175

)

(27,662,382

)

(72,545,413

)

  6,903,502   (9,875,028)  (31,056,897)  (39,563,021)  (123,538)  (2,195,389)  (5,550,363)  (10,879)  (24,764,150)  (10,906,555)  (117,142,318)

Ending balance at December 31, 2015

 

34,625,004

 

86,898,529

 

159,474,930

 

203,379,934

 

4,320,656

 

22,306,759

 

18,106,705

 

274,945

 

111,142,410

 

640,529,872

 

Ending balance at December 31, 2020  34,194,083   94,321,726   180,916,878   145,790,203   4,878,307   17,647,892   16,410,784   59,142   90,020,253   21,337,277   605,576,545 

(1)Right of use assets is composed as follows:

Right-of-use Gross asset  Accumulated depreciation  Net asset 
  ThCh$  ThCh$  ThCh$ 
Constructions and buildings  2,740,852   (1,326,250)  1,414,602 
Plant and Equipment  37,671,980   (19,802,307)  17,869,673 
IT Equipment  451,313   (449,249)  2,064 
Motor vehicles  7,298,422   (5,966,204)  1,332,218 
Others  8,563,639   (7,844,919)  718,720 
Total  56,726,206   (35,388,929)  21,337,277 

 

F-55



TableLease liabilities interest expenses at the closing of Contentsthe period reached CLP 2,047,387 thousand

 

 

 

Construction in
progress

 

Land

 

Buildings, net

 

Plant and
equipment, net

 

IT Equipment,
net

 

Fixed facilities
and accessories,
net

 

Vehicles, net

 

Leasehold
improvements,
net

 

Other,
net

 

Property, plant
and equipment,
net

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance at January 1, 2014

 

36,544,802

 

76,063,090

 

151,816,612

 

240,721,094

 

5,584,185

 

33,207,964

 

15,121,864

 

567,041

 

133,323,156

 

692,949,808

 

Additions

 

61,749,644

 

 

2,689,039

 

46,090,966

 

403,941

 

196,726

 

921,557

 

 

13,661,737

 

125,713,610

 

Disposals

 

(16,668

)

(109,252

)

(22,864

)

(3,017,160

)

(1,296

)

(1,940

)

(51,126

)

 

(1,299,940

)

(4,520,246

)

Transfers between items of property, plant and equipment

 

(71,807,784

)

 

22,189,920

 

13,217,587

 

920,853

 

(5,762,142

)

4,710,288

 

 

36,531,278

 

 

Depreciation expense

 

 

 

(5,510,350

)

(37,943,247

)

(2,020,178

)

(1,818,210

)

(4,661,508

)

(132,184

)

(47,832,641

)

(99,918,318

)

Increase (decrease) due to foreign currency translation differences

 

(912,128

)

1,004,086

 

568,887

 

(1,733,312

)

54,839

 

(766,851

)

206,760

 

11,208

 

9,964,653

 

8,398,142

 

Other increase (decrease)

 

(35,807

)

(76

)

327,203

 

(4,097,095

)

(120,488

)

 

(78,052

)

55

 

(5,543,451

)

(9,547,711

)

Total movements

 

(11,022,743

)

894,758

 

20,241,835

 

12,517,739

 

(762,329

)

(8,152,417

)

1,047,919

 

(120,921

)

5,481,636

 

20,125,477

 

Ending balance at December 31, 2014

 

25,522,059

 

76,957,848

 

172,058,447

 

253,238,833

 

4,821,856

 

25,055,547

 

16,169,783

 

446,120

 

138,804,792

 

713,075,285

 

(2)Corresponds mainly to the effect of adopting IAS 29 in Argentina


 

  Construction in progress  Land  Buildings, net  Plant and equipment, net  IT equipment net  Fixed facilities and accessories, net  Vehicles, net  Leasehold improvements, net  Others  Rights-of-use  Property, plant & equipment, net 
  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$ 
Opening balance at January 1, 2019  26,048,670   100,479,196   214,160,351   207,403,985   5,184,721   21,057,169   21,798,601   32,177   114,606,098   -   710,770,968 
Additions  49,134,461   -   749,800   11,582,259   675,974   7,271   (342,001)  1,309   32,640,210   -   94,449,283 
Right-of use additions (3)  -   -   -   -   -   -   -   -   -   21,721,728   21,721,728 
Disposals  (8,761)  -   (5,902)  (352,204)  (977)  (8,911)  (52,095)  (155)  (1,135,304)  -   (1,564,309)
Transfers between items of Property, plant and equipment  (48,358,902)  2,268,316   430,971   20,735,065   1,019,048   1,379,012   7,650,847   65,250   14,810,393   -   - 
Right-of-use transfers  (25,991)  -   (266,007)  (13,788,120)  (23,712)  -   (1,181,465)  -   (2,520,405)  17,805,700   - 
Depreciation expense  -   -   (7,681,481)  (37,572,910)  (1,949,851)  (2,977,512)  (6,267,039)  (30,737)  (42,410,016)      (98,889,546)
Amortization (2)  -   -   -   -   -   -   -   -   -   (8,254,568)  (8,254,568)
Increase (decrease) due to foreign currency translation differences  688,063   1,529,526   4,685,319   3,228,519   83,757   386,253   464,563   2,177   2,216,555   1,024,539   14,309,271 
Other increase (decrease) (1)  (186,959)  (80,284)  (99,276)  (5,883,370)  12,885   (1)  (110,264)  -   (3,423,128)  (53,567)  (9,823,964)
Total movements  1,241,911   3,717,558   (2,186,576)  (22,050,761)  (182,876)  (1,213,888)  162,546   37,844   178,305   32,243,832   11,947,895 
Ending balance at December 31, 2019  27,290,581   104,196,754   211,973,775   185,353,224   5,001,845   19,843,281   21,961,147   70,021   114,784,403   32,243,832   722,718,863 

(1)Mainly correspond to effects of IAS 29 in Argentina,

(2)Of the total of CLP 8,254,568 thousand recorded as amortization for the current period, CLP 5,994,037 thousand correspond to right-of-use amortization arising from the adoption of the IFRS, effective beginning on January 1, 2019, The remaining CLP 2,260,531 thousand correspond to depreciation (today amortization) of goods acquired under the financial lease method, which until December 31, 2018 were classified and valued pursuant to the accounting criteria of property, plant and equipment,

(3)For IFRS 16 adoption


 

  Construction in progress  Land  Buildings, net  Plant and equipment, net  IT Equipment, net  Fixed facilities and accessories, net  Vehicles, net  Leasehold improvements, net  Other,
net
  Property, plant and equipment, net 
  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$ 
Opening balance at January 1, 2018  84,118,716   96,990,155   162,385,848   155,833,080   4,627,325   19,589,877   29,263,265   7,415   106,934,818   659,750,499 
Additions  65,284,334   -   504,675   17,924,606   783,299   165,226   1,451,462   1,430   42,793,277   128,908,309 
Disposals  -   (5,465)  (209,713)  (1,002,133)  -   -   (203,036)  -   (1,588,050)  (3,008,397)
Transfers between items of Property, plant and equipment  (109,893,610)  -   45,032,440   54,460,571   622,222   1,481,081   (2,218,354)  22,000   10,493,650   - 
Depreciation expense  -   -   (7,001,828)  (39,182,401)  (1,830,295)  (2,668,535)  (5,201,263)  (11,112)  (41,727,195)  (97,622,629)
Increase (decrease) due to foreign currency translation differences  (6,880,059)  (4,615,830)  (14,485,709)  (17,048,903)  (414,850)  (4,048,135)  (1,722,767)  169   (16,954,922)  (66,171,006)
Other increase (decrease) (1)  (6,580,711)  8,110,336   27,9g34,638  36,419,165   1,397,020   6,537,655   429,294   12,275   14,654,520   88,914,192 
Total movements  (58,070,046)  3,489,041   51,774,503   51,570,905   557,396   1,467,292   (7,464,664)  24,762   7,671,280   51,020,469 
Ending balance at December 31, 2018  26,048,670   100,479,196   214,160,351   207,403,985   5,184,721   21,057,169   21,798,601   32,177   114,606,098   710,770,968 

(1) Mainly correspond to the effects of adopting IAS 29 in Argentina,


 

 

F-56



Table of Contents

 

 

Construction in
progress

 

Land

 

Buildings, net

 

Plant and
equipment, net

 

IT Equipment, net

 

Fixed facilities
and accessories,
net

 

Vehicles, net

 

Leasehold
improvements,
net

 

Other property,
plant and
equipment, net

 

Property, plant and
equipment, net

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance at January 1, 2013

 

61,735,710

 

57,134,715

 

131,779,399

 

176,179,349

 

5,800,223

 

24,838,592

 

7,835,697

 

9,422

 

111,237,618

 

576,550,725

 

Additions

 

99,023,742

 

13,048,106

 

5,123,731

 

16,777,829

 

469,280

 

479,487

 

1,097,294

 

7,535

 

43,207,810

 

179,234,814

 

Disposals

 

 

(733,044

)

(230,659

)

(2,198,991

)

(213

)

(700,111

)

 

 

(2,030,783

)

(5,893,801

)

Transfers between items of property, plant and equipment

 

(120,904,100

)

(182,817

)

16,005,001

 

61,071,686

 

1,666,511

 

10,979,455

 

6,629,711

 

639,213

 

24,095,340

 

 

Transfer to investment property

 

 

 

 

(1,565,232

)

 

 

 

 

 

(1,565,232

)

Additions from business combinations (1)

 

18,282

 

9,124,967

 

13,469,878

 

25,832,574

 

551,976

 

 

2,027,699

 

 

7,692,513

 

58,717,889

 

Depreciation expense

 

 

 

(3,912,718

)

(28,448,397

)

(1,694,902

)

(2,346,228

)

(2,153,714

)

(89,976

)

(42,943,717

)

(81,589,652

)

Increase (decrease) due to foreign currency translation differences

 

(3,319,254

)

(1,389,534

)

(8,451,502

)

(5,130,748

)

(150,635

)

2,412,608

 

(313,103

)

847

 

(3,345,472

)

(19,686,793

)

Other increase (decrease)

 

(9,578

)

(939,303

)

(1,966,518

)

(1,796,976

)

(1,058,055

)

(2,455,839

)

(1,720

)

 

(4,590,153

)

(12,818,142

)

Total movements

 

(25,190,908

)

18,928,375

 

20,037,213

 

64,541,745

 

(216,038

)

8,369,372

 

7,286,167

 

557,619

 

22,085,538

 

116,399,083

 

Ending balance at December 31, 2013

 

36,544,802

 

76,063,090

 

151,816,612

 

240,721,094

 

5,584,185

 

33,207,964

 

15,121,864

 

567,041

 

133,323,156

 

692,949,808

 


(1)         Corresponds to balances incorporated as of October 11, 2013, resulting from the acquisition of  Companhia de Bebidas Ipiranga, pursuant to the description in Note 3b).

F-57



Table of Contents 

 

NOTE 12 —  RELATED PARTY DISCLOSURESPARTIES

 

Balances and main transactions with related parties as of  December 31, 2015 and  2014 are detailed as follows:follows:

 

12.1Accounts receivable:receivable:

 

12.1.1Current:

Taxpayer ID

 

Company

 

Relationship

 

Country
of origin

 

Currency

 

12.31.2015

 

12.31.2014

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

96.891.720-K

 

Embonor S.A.

 

Related to Shareholder

 

Chile

 

Chilean pesos

 

4,417,016

 

5,629,383

 

96.517.210-2

 

Embotelladora Iquique S.A.

 

Related to Shareholder

 

Chile

 

Chilean pesos

 

177,329

 

359,933

 

96.919.980-7

 

Cervecería Austral S.A.

 

Related to director

 

Chile

 

Dollars

 

14,873

 

4,847

 

77.755.610-k

 

Comercial Patagona Ltda.

 

Related to director

 

Chile

 

Chilean pesos

 

1,282

 

290

 

 

 

 

 

Total

 

 

 

 

 

4,610,500

 

5,994,453

 

12.1.2Non current:

      12.31.2020 12.31.2019 

Taxpayer ID

 

Company

 

Relationship

 

Country
of origin

 

Currency

 

12.31.2015

 

12.31.2014

 

 Company Relationship Country Currency Current Non-Current Current Non-Current 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

      ThCh$ ThCh$ ThCh$ ThCh$ 
96.891.720-K Embonor S.A. Shareholder related  Chile   CLP   3,643,603   -   6,589,539   - 
96.714.870-9 Coca-Cola de Chile S.A. Shareholder  Chile   CLP   16,024   138,346   14,839   283,118 
Foreign Coca Cola de Argentina Director related  Argentina   ARS   4,558,753   -   1,203,389   - 
Foreign Alimentos de Soja S.A.U. Shareholder related  Argentina   ARS   308,882   -   428,802   - 
96.517.210-2 Embotelladora Iquique S.A. Shareholder related  Chile   CLP   292,801   -   278,176   - 
86.881.400-4 Envases CMF S.A. Associate  Chile   CLP   773,732   -   217,510   - 
96.919.980-7 Cervecería Austral S.A. Director related  Chile   USD   -   -   45,644   - 
77.755.610-K Comercial Patagona Ltda. Director related  Chile   CLP   -   -   3,872   - 
77.526.480-2 Comercializadora Nova Verde Common shareholder  Chile   CLP   837,837   -   -   - 
76.572.588-7 Coca Cola del Valle New Ventures S.A. Associate  Chile   CLP   1,401,898   -   2,003,203   - 
76.140.057-6 Monster Associate  Chile   CLP   41,878   -   50,794   - 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Total   11,875,408   138,346   10,835,768   283,118 

96.714.870-9

 

Coca-Cola de Chile S.A.

 

Shareholder

 

Chile

 

Chilean pesos

 

14,732

 

24,752

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

14,732

 

24,752

 

 

F-12.2       58



Table of Contents

12.2Accounts payable:

 

12.2.1Current:

      12.31.2020 12.31.2019 

Taxpayer ID

 

Company

 

Relationship

 

Country
of origin

 

Currency

 

12.31.2015

 

12.31.2014

 

 Company Relationship Country Currency Current Non-Current Current Non-Current 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

      CLP (000’S) CLP (000’S) CLP (000’S) CLP (000’S) 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign

 

Recofarma do Industrias Amazonas Ltda.

 

Related to Shareholder

 

Brazil

 

Brazilian real

 

13,394,625

 

13,482,012

 

96.714.870-9

 

Coca-Cola de Chile S.A.

 

Shareholder

 

Chile

 

Chilean pesos

 

12,765,952

 

14,076,916

 

 Coca-Cola de Chile S.A. Shareholder  Chile   CLP   18,897,093   -   20,555,135   - 

Foreign

 

Leao Alimentos e Bebidas Ltda.

 

Associate

 

Brazil

 

Brazilian real

 

7,614,888

 

10,356,646

 

Foreign

 

Servicio y Productos para Bebidas Refrescantes S.R.L.

 

Shareholder

 

Argentina

 

Argentine pesos

 

6,824,553

 

5,831,334

 

 Recofarma do Indústrias Amazonas Ltda. Shareholder related  Brazil   BRL   7,926,109   10,790,089   14,888,934   19,777,812 

86.881.400-4

 

Envases CMF S.A.

 

Associate

 

Chile

 

Chilean pesos

 

5,534,367

 

6,281,874

 

 Envases CMF S.A. Associate  Chile   CLP   3,856,973   -   6,359,797   - 

Foreign

 

Coca-Cola Perú

 

Related to Shareholder

 

Perú

 

Dollars

 

2,194,644

 

5,354,145

 

 Ser. y Prod. para Bebidas Refrescantes S.R.L. Shareholder  Argentina   ARS   4,848,196   -   5,887,070   - 
Foreign Leão Alimentos e Bebidas Ltda. Associate  Brazil   BRL   1,323,609   -   1,841,377   - 
Foreign Monster Energy Brasil Com de Bebidas Ltda. Shareholder related  Brazil   BRL   1,156,786   -   827,300   - 
76.572.588-7 Coca Cola del Valle New Ventures S.A. Associate  Chile   CLP   490,758   -   1,247,961   - 

89.996.200-1

 

Envases del Pacífico S.A.

 

Related to director

 

Chile

 

Chilean pesos

 

323,798

 

583,862

 

 Envases del Pacífico S.A. Director related  Chile   CLP   3,414   -   25,202   - 
96.891.720-K Embonor S.A. Shareholder related  Chile   CLP   118,314   -   275,565   - 
Foreign Alimentos de Soja S.A.U. Shareholder related  Argentina   ARS   402,581   -   929,986   - 
77.526.480-2 Comercializadora Nova Verde Common shareholder  Chile   CLP   518,135   -   765,521   - 
Foreign Coca Cola Panamá Shareholder related  Panamá   USD   -   -   7,739   - 
Foreign Sorocaba Refrescos S.A. Associate  Brazil   BRL   -   -   26,014   - 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Total   39,541,968   10,790,089   53,637,601   19,777,812 

 

 

 

Total

 

 

 

 

 

48,652,827

 

55,966,789

 

 

F-59


F-54


Table of Contents

 

12.3       Transactions:

 

Taxpayer ID Company Relationship Country  Transaction Description Currency  Accumulated
12.31.2020
  Accumulated
12.31.2019
 
              CLP (000’s)  CLP (000’s) 
96.714.870-9 Coca-Cola de Chile S.A. Shareholder  Chile  Concentrate purchase  CLP   139,193,479   150,548,253 
96.714.870-9 Coca-Cola de Chile S.A. Shareholder  Chile  Advertising services purchase  CLP   2,890,638   4,369,500 
96.714.870-9 Coca-Cola de Chile S.A. Shareholder  Chile  Water source lease  CLP   3,847,817   5,324,194 
96.714.870-9 Coca-Cola de Chile S.A. Shareholder  Chile  Sale of raw materials and others  CLP   1,169,944   1,196,793 
86.881.400-4 Envases CMF S.A. Associate  Chile  Purchase of bottles  CLP   12,210,449   19,422,280 
86.881.400-4 Envases CMF S.A. Associate  Chile  Raw material purchase  CLP   16,055,991   16,814,062 
86.881.400-4 Envases CMF S.A. Associate  Chile  Purchase of caps  CLP   91,778   281,174 
86.881.400-4 Envases CMF S.A. Associate  Chile  Purchase of services and others  CLP   520,221   6,425,579 
86.881.400-4 Envases CMF S.A. Associate  Chile  Sale of services and others  CLP   1,578   - 
86.881.400-4 Envases CMF S.A. Associate  Chile  Purchase of packaging  CLP   5,992,443   521,466 
86.881.400-4 Envases CMF S.A. Associate  Chile  Sale of finished products  CLP   2,380,574   - 
86.881.400-4 Envases CMF S.A. Associate  Chile  Sale of packaging/raw materials  CLP   6,344,834   6,132,091 
96.891.720-K Embonor S.A. Shareholder related  Chile  Sale of finished products  CLP   44,982,749   50,315,292 
96.891.720-K Embonor S.A. Shareholder related  Chile  Sale of services and others  CLP   447,092   268,526 
96.891.720-K Embonor S.A. Shareholder related  Chile  Sale of raw material and material  CLP   197,288   212,517 
96.891.720-K Embonor S.A. Shareholder related  Chile  Minimum Dividend  CLP   118,314   - 
96.517.310-2 Embotelladora Iquique S.A. Shareholder related  Chile  Sale of finished products  CLP   167,430   3,208,559 
89.996.200-1 Envases del Pacífico S.A. Director related  Chile  Raw material and material purchase  CLP   427   93,117 
Foreign Recofarma do Indústrias Amazonas Ltda. Shareholder related  Brazil  Concentrate purchase  BRL   71,959,416   91,426,935 
Foreign Recofarma do Indústrias Amazonas Ltda. Shareholder related  Brazil  Reimbursements and other purchases  BRL   220,708   5,977,419 
Foreign Serv. y Prod. para Bebidas Refrescantes S.R.L. Shareholder related  Argentina  Concentrate purchase  ARS   81,198,463   97,321,567 
Foreign Serv. y Prod. para Bebidas Refrescantes S.R.L. Shareholder related  Argentina  Advertising participation  ARS   6,395,881   4,111,764 
Foreign KAIK Participações Associate  Brazil  Reimbursements and other purchases  BRL   14,162   39,382 
Foreign Sorocaba Refrescos S.A. Associate  Brazil  Product purchase  BRL   3,671,472   1,049,709 
89.862.200-2 Latam Airlines Group S.A. Director related  Chile  Product purchase  CLP   85,140   - 
76.572.588-7 Coca Cola Del Valle New Ventures S.A. Associate  Chile  Sale of services and others  CLP   397,659   3,959,962 
76.572.588-7 Coca Cola Del Valle New Ventures S.A. Associate  Chile  Purchase of services and others  CLP   4,410,223   - 
Foreign Alimentos de Soja S.A.U. Shareholder related  Argentina  Payment of fees and services  ARS   1,373,594   802,563 
Foreign Alimentos de Soja S.A.U. Shareholder related  Argentina  Product purchase  ARS   80,761   4,274,236 
77526480-2 Comercializadora Novaverde S.A. Common shareholder  Chile  Sale of raw materials  CLP   10,914   - 
77526480-2 Comercializadora Novaverde S.A. Common shareholder  Chile  Sale of finished products  CLP   2,050,156   - 
77526480-2 Comercializadora Novaverde S.A. Common shareholder  Chile  Sale of services and others  CLP   459,707   - 
77526480-2 Comercializadora Novaverde S.A. Common shareholder  Chile  Raw material purchase  CLP   1,009,547   - 

12.3 Transactions:


 

  

Taxpayer ID

12.4

Company

Relationship

Country
of origin

Description of transaction

Currency

Cumulative
12.31.2015

ThCh$

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Purchase of concentrates

Chilean pesos

131,381,786

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Purchase of advertising services

Chilean pesos

4,510,007

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Lease of water fountain

Chilean pesos

3,065,143

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Sale of servicesSalaries and others

Chilean pesos

2,938,754

86.881.400-4

Envases CMF S.A.

Associate

Chile

Purchase of bottles

Chilean pesos

38,203,461

86.881.400-4

Envases CMF S.A.

Associate

Chile

Sale of packaging materials

Chilean pesos

1,946,094

96.891.720-K

Embonor S.A.

Related to Shareholder

Chile

Sale of finished products

Chilean pesos

42,147,579

96.517.310-2

Embotelladora Iquique S.A.

Related to Shareholder

Chile

Sale of finished products

Chilean pesos

2,888,054

Foreign

Recofarma do Industrias Amazonas Ltda.

Related to Shareholder

Brazil

Purchase of concentrates

Brazilian real

106,510,167

Foreign

Recofarma do Industrias Amazonas Ltda.

Related to Shareholder

Brazil

Advertising participation payment

Brazilian real

19,953,118

Foreign

Leao Alimentos e Bebidas Ltda.

Associate

Brazil

Purchase of concentrates

Brazilian real

16,963,602

Foreign

Servicio y Productos para Bebidas Refrescantes S.R.L.

Shareholder

Argentina

Purchase of concentrates

Argentine pesos

145,188,901

Foreign

Servicio y Productos para Bebidas Refrescantes S.R.L.

Shareholder

Argentina

Advertising participation payment

Argentine pesos

20,555,307

89.996.200-1

Envases del Pacífico S.A.

Related to director

Chile

Purchase of raw materials

Chilean pesos

1,662,803

Foreign

Coca-Cola Perú

Related to director

Perú

Sale of finished products

Chilean pesos

3,399,427

Foreign

Sorocaba Refrescos S. A.

Related to Shareholder

Brazil

Purchase of concentrates and advertising participation

Brazilian real

2,986,650

benefits received by key management

 

F-60



Table of Contents

Taxpayer ID

Company

Relationship

Country
of origin

Description of transaction

Currency

Cumulative
12.31.2014

ThCh$

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Purchase of concentrates

Chilean pesos

132,201,085

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Purchase of advertising services

Chilean pesos

4,112,331

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Lease of water fountain

Chilean pesos

3,143,674

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Sale of services and others

Chilean pesos

5,494,143

86.881.400-4

Envases CMF S.A.

Associate

Chile

Purchase of bottles

Chilean pesos

35,394,840

86.881.400-4

Envases CMF S.A.

Associate

Chile

Sale of packaging materials

Chilean pesos

2,210,686

96.891.720-K

Embonor S.A.

Related to Shareholder

Chile

Sale of finished products

Chilean pesos

12,526,172

96.517.310-2

Embotelladora Iquique S.A.

Related to Shareholder

Chile

Sale of finished products

Chilean pesos

2,369,911

Foreign

Recofarma do Industrias Amazonas Ltda.

Related to Shareholder

Brazil

Purchase of concentrates

Brazilian real

101,724,406

Foreign

Recofarma do Industrias Amazonas Ltda.

Related to Shareholder

Brazil

Advertising participation payment

Brazilian real

19,598,422

Foreign

Leao Alimentos e Bebidas Ltda.

Associate

Brazil

Purchase of concentrates

Brazilian real

35,118,038

Foreign

Servicio y Productos para Bebidas Refrescantes S.R.L.

Shareholder

Argentina

Purchase of concentrates

Argentine pesos

112,809,593

Foreign

Servicio y Productos para Bebidas Refrescantes S.R.L.

Shareholder

Argentina

Advertising participation payment

Argentine pesos

15,624,972

89.996.200-1

Envases del Pacífico S.A.

Related to director

Chile

Sale of finished products

Chilean pesos

1,718,878

Foreign

Coca-Cola Perú

Related to Shareholder

Perú

Purchase of concentrates and advertising participation

Chilean pesos

986,989

Foreign

Sorocaba Refrescos S. A.

Associate

Brazil

Purchase of products

Brazilian real

537,948

F-61



Table of Contents

Taxpayer ID

Company

Relationship

Country
of origin

Description of transaction

Currency

Cumulative
12.31.2013

ThCh$

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Purchase of concentrates

Chilean peso

110,774,146

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Purchase of advertising services

Chilean peso

5,429,796

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Lease of water fountain

Chilean peso

2,646,654

96.714.870-9

Coca-Cola de Chile S.A.

Shareholder

Chile

Sale of services and others

Chilean peso

5,571,189

86.881.400-4

Envases CMF S.A.

Associate

Chile

Purchase of bottles

Chilean peso

33,459,965

86.881.400-4

Envases CMF S.A.

Associate

Chile

Sale of packaging materials

Chilean peso

3,373,064

86.881.400-4

Envases CMF S.A.

Associate

Chile

Purchase of packaging

Chilean peso

2,822,034

86.881.400-4

Envases CMF S.A.

Associate

Chile

Purchase of services and others

Chilean peso

145,773

96.891.720-K

Embonor S.A.

Related to Shareholder

Chile

Sale of finished products

Chilean peso

28,698,682

96.517.310-2

Embotelladora Iquique S.A.

Related to Shareholder

Chile

Sale of finished products

Chilean peso

2,383,113

Foreign

Recofarma do Industrias Amazonas Ltda.

Related to Shareholder

Brasil

Purchase of concentrates

Brazilian real

97,171,997

Foreign

Recofarma do Industrias Amazonas Ltda.

Related to Shareholder

Brasil

Reimbursement and other purchases

Brazilian real

630,511

Foreign

Recofarma do Industrias Amazonas Ltda.

Related to Shareholder

Brasil

Advertising participation payment

Brazilian real

14,788,823

Foreign

Sorocaba Refrescos S. A.

Associate

Brasil

Purchase of products

Brazilian real

2,788,906

Foreign

Leao Alimentos e Bebidas Ltda.

Associate

Brasil

Purchase of products

Brazilian real

31,991,055

Foreign

Sistema de Alimentos e Bebidas do Brasil Ltda.

Associate

Brasil

Purchase of products

Brazilian real

24,283,921

Foreign

Servicio y Productos para Bebidas Refrescantes S.R.L.

Shareholder

Argentina

Purchase of concentrates

Argentine peso

95,897,878

Foreign

Servicio y Productos para Bebidas Refrescantes S.R.L.

Shareholder

Argentina

Advertising rights, rewards and others

Argentine peso

2,321,031

Foreign

Servicio y Productos para Bebidas Refrescantes S.R.L.

Shareholder

Argentina

Collection of advertising participation

Argentine peso

8,534,260

89.996.200-1

Envases del Pacífico S.A.

Related to director

Chile

Purchase of raw materials

Chilean peso

1,406,642

Foreign

Coca-Cola Perú

Related to Shareholder

Perú

Purchase of concentrates and marketing expenses recovery

Chilean peso

1,426,307

84.505.800-8

Vendomática S.A.

Related to director

Chile

Sale of finished products

Chilean peso

883,534

97.032.000-8

BBVA Administradora General de Fondos

Related to director

Chile

Investment in mutual funds

Chilean peso

54,441,000

97.032.000-8

BBVA Administradora General de Fondos

Related to director

Chile

Redemption of mutual funds

Chilean peso

54,953,000

F-62



Table of Contents

12.4Key management compensation

Salaries and benefits paid to the Company’s key management personnel including directors and managers are detailed as follows:

 

Description

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 12.31.2020 12.31.2019 12.31.2018 

 

ThCh$

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ ThCh$ 

Executive wages, salaries and benefits

 

6,412,238

 

5,296,344

 

4,965,149

 

  7,464,071   6,267,936   6,056,337 

Director allowances

 

1,512,000

 

1,512,000

 

1,512,000

 

  1,479,420   1,512,000   1,495,123 

Contract termination benefits

 

192,920

 

327,000

 

 

Accrued benefits during the last five years and paid during the period

 

257,683

 

1,030,990

 

196,819

 

Benefit accrued in the last five years and paid during the fiscal year  297,072   305,674   242,907 
Benefit for contract termination  115,341   54,819   51,534 

Total

 

8,374,841

 

8,166,334

 

6,673,968

 

  9,355,904   8,140,429   7,845,901 

  

NOTE 13 —  – CURRENTCURRENT AND NON-CURRENT EMPLOYEE BENEFITS

 

Composition of employeeEmployee benefits is the following:are detailed as follows:

 

Description

 

12.31.2015

 

12.31.2014

 

 12.31.2020 12.31.2019 

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ 

Accrued vacations

 

18,025,589

 

17,363,565

 

Employee remuneration payable

 

13,765,170

 

10,383,180

 

Accrued vacation  14,650,267   17,584,587 
Participation in profits and bonuses  15,969,735   20,896,357 

Indemnities for years of service

 

8,230,030

 

8,125,107

 

  14,086,575   10,085,264 

Total

 

40,020,789

 

35,871,852

 

  44,706,577   48,566,208 
        
  ThCh$   ThCh$ 
Current  31,071,019   38,392,854 
Non-current  13,635,558   10,173,354 
Total  44,706,577   48,566,208 

 

 

ThCh$

 

ThCh$

 

Current

 

31,790,759

 

27,746,745

 

Non-current

 

8,230,030

 

8,125,107

 

Total

 

40,020,789

 

35,871,852

 

 

F-13.1       63



Table of Contents

13.1Pensions and post-employment benefitsIndemnities for years of service

This item represents post employment benefits which are determined as stated in Note 2.17.

 

The movements of post-employmentemployee benefits, for the periods ended December 31, 2015 and 2014valued pursuant to Note 2 are detailed as follows:

 

Movements

 

12.31.2015

 

12.31.2014

 

 12.31.2020 12.31.2019 

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 ThCh$ ThCh$ 

Opening balance

 

8,125,107

 

8,758,111

 

  10,085,264   9,415,541 

Service costs

 

2,022,010

 

1,385,620

 

  1,675,492   784,984 

Interest costs

 

192,145

 

199,314

 

  369,332   354,471 

Net actuarial losses

 

901,171

 

342,990

 

Actuarial losses  3,127,398   (210,956)

Benefits paid

 

(3,010,403

)

(2,560,928

)

  (1,170,911)  (258,776)

Total

 

8,230,030

 

8,125,107

 

  14,086,575   10,085,264 

 

F-56

13.1.1 

 

13.1.1    Assumptions

 

The actuarial assumptions used at  December 31, 2015 and 2014 were:are detailed as follows:

 

Assumptions

 

12.31.2015

 

12.31.2014

 

 12.31.2020 12.31.2019 

 

 

 

 

 

Discount rate

 

2.7%

 

2.7%

 

  -0.05%  2.7%

Expected salary increase rate

 

2.0%

 

2.0%

 

  2.0%  2.0%

Turnover rate

 

5.4%

 

5.4%

 

  7.68%  5.4%

Mortality rate (1)

 

RV-2009

 

RV-2009

 

Mortality rate  RV-2014   RV-2014 

Retirement age of women

 

60 years

 

60 years

 

  60 years   60 years 

Retirement age of men

 

65 years

 

65 years

 

  65 years   65 years 

 


(1) Mortality assumption tables prescribed for use by the Chilean Superintendence of Securities and Insurance.13.2       Personnel expenses

 

F-64



Table of Contents

13.2Personnel expenses

Personnel expenses included in the consolidated statement of income statement are as follows:follows:

 

Description

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 12.31.2020 12.31.2019 12.31.2018 

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 ThCh$ ThCh$ ThCh$ 

Wages and salaries

 

230,854,998

 

197,343,949

 

164,138,911

 

  187,600,163   194,740,646   195,162,903 

Employee benefits

 

48,977,105

 

47,424,162

 

36,190,649

 

  48,504,899   58,005,213   50,254,164 

Severance and post-employment benefits

 

6,217,204

 

7,154,581

 

4,519,576

 

Severance benefits  3,238,966   6,987,184   5,535,410 

Other personnel expenses

 

10,561,935

 

12,721,326

 

9,334,468

 

  12,993,234   13,389,967   16,014,364 

Total

 

296,611,242

 

264,644,018

 

214,183,604

 

  252,337,262   273,123,010   266,966,841 

 

13.3Number of Employees

F-57

 

Description

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

Number of employees

 

16,525

 

16,136

 

16,587

 

Number of average employees

 

15,504

 

15,703

 

15,913

 

 

F-65



Table of Contents 

 

NOTE 14 —  INVESTMENTS IN ASSOCIATES ACCOUNTED FOR USING THE EQUITY METHOD

14.1Balances

  

Investments in associates using equity method of accounting are detailed as follows:

 

 

 

 

 

Country of

 

Functional

 

Carrying Value

 

Percentage interest

 

Taxpayer ID

 

Name

 

Incorporation

 

Currency

 

12.31.2015

 

12.31.2014

 

12.31.2015

 

12.31.2014

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

%

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

86.881.400-4

 

Envases CMF S.A. (1)

 

Chile

 

Chilean peso

 

17,793,783

 

17,684,657

 

50.00

%

50.00

%

Foreign

 

Leao Alimentos e Bebidas Ltda. (2)

 

Brazil

 

Brazilian real

 

12,393,777

 

14,910,530

 

8.82

%

8.82

%

Foreign

 

Kaik Participacoes Ltda. (2)

 

Brazil

 

Brazilian real

 

1,106,733

 

1,276,042

 

11.32

%

11.32

%

Foreign

 

SRSA Participacoes Ltda.

 

Brazil

 

Brazilian real

 

231,183

 

238,647

 

40.00

%

40.00

%

Foreign

 

Sorocaba Refrescos S.A.

 

Brazil

 

Brazilian real

 

22,665,070

 

31,940,337

 

40.00

%

40.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

54,190,546

 

66,050,213

 

 

 

 

 

           Investment value Ownership interest
Taxpayer ID  Company Country  Functional
currency
  12.31.2020  12.31.2019  12.31.2020  12.31.2019 
 86.881.400-4  Envases CMF S.A. (1)  Chile   CLP   20,185,148   18,561,835   50.00%  50.00%
 Foreign  Leão Alimentos e Bebidas Ltda. (2)  Brazil   BRL   10,628,035   17,896,839   10.26%  10.26%
 Foreign  Kaik Participações Ltda. (2)  Brazil   BRL   979,978   1,313,498   11.32%  11.32%
 Foreign  SRSA Participações Ltda.  Brazil   BRL   48,032   65,301   40.00%  40.00%
 Foreign  Sorocaba Refrescos S.A.  Brazil   BRL   20,976,662   24,636,945   40.00%  40.00%
 Foreign  Trop Frutas do Brasil Ltda. (2)  Brazil   BRL   4,695,228   6,250,481   7.52%  7.52%
 76.572.588.7  Coca Cola del Valle New Ventures S.A.  Chile   CLP   30,443,271   31,141,834   35.00%  35.00%
 Total             87,956,354   99,866,733         

  

(1)In Envases CMF S.A., regardless of the percentage of ownership interest, it was determined that no controlling interest was held, only a significant influence, given that there was not a majority vote of the Board of Directors to make strategic business decisions.

(2)In these companies, regardless of the ownership interest, it has been defined that the Company has significant influence, given that it has the right to appoint directors.


F-58

(1)             In these company, regardless of the percentage of ownership interest, it was determined that no controlling interest was held, only a significant influence, given that there was not a majority vote of the Board of Directors to make strategic business decisions.

(2)             In these companies, regardless of the percentage of ownership interest held, the Company has significant influence, given that it has a representative on each entity’s Board of Directors.

 

F-66



Table of Contents 

 

14.214.1       Movement

 

The movement of investments in associatesother entities accounted for using the equity method is shown below, for the period ended December 31, 2015, 2014 and 2013:below:

 

Details

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Opening Balance

 

66,050,213

 

68,673,399

 

73,080,061

 

Investment in Holdfab 2 Soc Participacoes Ltda and SABB in exchange for interest in the new company Leao Alimentos e Bebidas Ltda.

 

 

 

(19,349,496

)

Increase in interest in new company Leao Alimentos e Bebidas Ltda. By 9.57%

 

 

 

18,928,747

 

Increase of 1.30% participation in Leao Alimentos e Bebidas Ltda. for acquisition of the Compañía de Bebidas Ipiranga, October 11, 2013.

 

 

 

2,089,253

 

Dividends received

 

(1,250,000

)

(1,590,674

)

(2,085,031

)

Variation of minimum dividends from equity investees

 

(217,750

)

149,938

 

22,459

 

Share in operating income

 

(1,613,839

)

2,169,272

 

1,325,518

 

Unrealized income

 

85,266

 

85,266

 

85,266

 

Other decrease investment in associate (Sale participation in Leon Alimentos y Bebidas Ltda.).

 

 

(4,194,955

)

(3,704,831

)

Other investment increases in associates (Capital Contribution Leão Alimentos e Bebidas Ltda.).

 

915,070

 

 

 

Deferred tax effect resulting from change in related tax rate in associate

 

 

(438,347

)

 

Increase (Decrease) due to foreign currency translation differences

 

(9,778,414

)

1,196,314

 

(1,718,547

)

Ending Balance

 

54,190,546

 

66,050,213

 

68,673,399

 

Description 12.31.2020  12.31.2019  12.31.2018 
  ThCh$  ThCh$  ThCh$ 
Opening balance  99,866,733   102,410,945   86,809,069 
Other investment increases in associates (Capital contributions to Leão Alimentos e Bebidas Ltda, and Coca-Cola del Valle New Ventures S,A,)  -   -   15,615,466 
Dividends received  (1,215,126)  (1,076,491)  (403,414)
Share in operating income  3,248,680   (2,495,621)  2,194,144 
Amortization unrealized income in associates  (566,422)  (919,462)  85,268 
Increase (decrease) in foreign currency translation, investments in associates  (13,377,511)  1,947,362   (1,889,588)
Ending balance  87,956,354   99,866,733   102,410,945 

 

The main movements for the periods ended 2015, 2014 and 2013 are detailed as follows:explained below:

 

·             During the year ended December 31, 2015, the Company received dividends from its equity investee, Envases CMF S.A. in the amount of ThCh$ 1,250,000 ( ThCh$ 760,037 at December 31, 2014).

·In 2020 Leão Alimentos e Bebidas Ltda. recognized the value of a plant at its value of use less the costs of sale, reducing the value previously recognized. Andina recognized as results for the 2020 period a proportional loss of CLP 2,931 million.
·In the 2020 period Sorocaba Refrescos S.A., recognized a tax credit for excluding ICMS from the PIS and COFINS calculation base. Andina recognized as results for the 2020 period a proportional result of CLP 2,134 million.
·Dividends declared in 2020 correspond mainly to Envases CMF S.A
·In December 2019, Leão Alimentos e Bebidas Ltda, performed an impairment provision at its Linhares Plant for BRL 256 million, Andina recognized as results for the 2019 fiscal year, a loss of CLP 4,671 million.
·In 2019 Sorocaba Refrescos S.A., Coca-Cola del Valle and CMF distributed dividends.
·During 2018, Embotelladora Andina S.A. made a capital contribution in Coca-Cola del Valle New Ventures S.A. for CLP 15,615,466 thousand.

 

·             During 2015 Sorocaba Refrescos S.A. has not distributed dividends. During 2014 it distributed ThCh$830,637 in dividends.

·             In October 2015 Leão Alimentos e Bebidas Ltda. carried out a capital increase.  Rio de Janeiro Refrescos Ltda. participated in this capital increase regarding its ownership interest for an amount of ThCh$915,070.

·             In October 2014, Rio de Janeiro Refrescos Ltda. sold 2.05% of its ownership interest in Leão Alimentos e Bebidas Ltda. for ThCh$4,495,771 generating ThCh$300,816 in earnings which was recognized as a credit in the company’s income statement.

·             During the first quarter of 2013, there was a reorganization of the companies that manufacture juice products and mate in Brazil, with the merger of Holdfab2 Participações Ltda., and Sistema de Alimentos de Bebidas Do Brasil Ltda., into a single company that is the legal continuing entity, namely Leao Alimentos e Bebidas Ltda.

F-67



Table of Contents

14.314.2 Reconciliation of share of profit in investments in associates:

 

Details

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

Share of profit of investment accounted for using the equity method

 

(1,613,839

)

1,730,925

 

1,325,518

 

 

 

 

 

 

 

 

 

Unrealized earnings in inventory acquired from associates and not sold at the end of period, presented as a discount in the respective asset account (containers and/or inventories)

 

(799,256

)

(625,222

)

(627,366

)

Amortization of value in CMF S. A

 

85,266

 

85,266

 

85,266

 

Income Statement Balance

 

(2,327,829

)

1,190,969

 

783,418

 

Description 12.31.2020  12.31.2019  12.31.2018 
   ThCh$   ThCh$   ThCh$ 
Share of profit of investment accounted for using the equity method  3,248,680   (2,495,621)  2,194,144 
             
Unrealized earnings from product inventory acquired from associates and not sold at the end of the period, which is presented as a discount in the respective asset account (containers and / or inventory)  (528,122)  (394,490)  (868,233)
Amortization goodwill in the sale of fixed assets of Envases CMF S.A.  85,266   85,266   85,268 
Amortization goodwill preferred rights CCDV S.A.  (523,061)  (610,238)  - 
Income statement balance  2,228,763   (3,415,083)  1,411,179 

 

14.4 

14.3       Summary financial information of associates:

 

The attached table presents summarized information regarding the Company´s equity investees as ofAt December 31, 2015:2020:

 

 

Envases
CMF S.A.

 

Sorocaba
Refrescos
S.A.

 

Kaik
Participacoes
Ltda.

 

SRSA
Participacoes
Ltda.

 

Leao Alimentos
e Bebidas
Ltda.

 

 Envases CMF
S.A.
  

Sorocaba

Refrescos
S.A.

  Kaik Participações
Ltda.
 SRSA
Participações
Ltda.
  

Leão Alimentos e
Bebidas

Ltda.

  Trop Frutas do Brasil Ltda. Coca-Cola del Valle
New Ventures S.A.
 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ 

Total assets

 

63,174,016

 

72,465,279

 

9,777,084

 

577,957

 

311,121,542

 

  75,089,424   86,802,489   8,657,291   288,440   144,111,310   76,012,734   105,735,317 

Total liabilities

 

26,648,521

 

25,567,640

 

34

 

 

170,593,004

 

  34,633,862   41,781,275   26   168,354   37,634,466   21,236,127   20,000,197 

Total revenue

 

48,551,553

 

44,380,315

 

737,361

 

 

1,454,265,468

 

  40,455,562   45,021,214   8,657,265   120,086   144,111,310   54,776,607   85,735,120 

Net income (loss) of associate

 

2,983,219

 

(2,608,333

)

737,361

 

574,320

 

(5,620,076

)

Net income (loss) of associates  4,717,515   664,208   96,980   117,350   (39,244,393)  (890,021)  (475,467)

 

 

 

 

 

 

 

 

 

 

 

                            

Reporting date

 

12/31/2015

 

11/30/2015

 

11/30/2015

 

11/30/2015

 

11/30/2015

 

  12.31.2020   11.30.2020   11.30.2020   11.30.2020   11.30.2020   11.30.2020   12.31.2020 

 

F-68At December 31, 2019:



Table of Contents

  Envases CMF
S.A.
  

Sorocaba

Refrescos
S.A.

  Kaik Participações
Ltda.
  SRSA
Participações
Ltda.
  

Leão Alimentos e
Bebidas

Ltda.

  Trop Frutas do Brasil Ltda.  Coca-Cola del Valle
New Ventures S.A.
 
  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$ 
Total assets  77,994,582   116,551,131   11,661,828   393,856   248,493,994   104,778,397   107,388,847 
Total liabilities  39,826,283   54,650,105   35   229,780   38,137,061   27,158,470   18,693,717 
Total revenue  58,640,058   69,343,990   337,450   160,342   139,769,189   47,252,571   31,914,825 
Net income (loss) of associates  1,449,997   3,948,798   337,450   160,342   2,320,841   (1,177,262)  4,297,003 
                             
Reporting date  12.31.2019   11.30.2019   11.30.2019   11.30.2019   11.30.2019   11.30.2019   11.30.2019 

 

NOTE 15 - INTANGIBLE ASSETS ANDOTHER THAN GOODWILL

15.1Intangible assets other than goodwill

 

Intangible assets other than goodwill as of the end of each reporting period are detailed as follows:

 

 

December 31, 2015

 

December 31, 2014

 

 December 31, 2020  December 31, 2019 

 

Gross

 

Cumulative

 

Net

 

Gross

 

Cumulative

 

Net

 

 Gross Accumulated Net Gross Accumulated Net 

Detail

 

Amount

 

Amortization

 

Amount

 

Amount

 

Amortization

 

Amount

 

Description Value  Amortization  Value  Value  Amortization  Value 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ 

Distribution rights (1)

 

658,625,624

 

 

658,625,624

 

719,385,108

 

 

719,385,108

 

  598,371,081   (2,005,344)  596,365,737   667,148,383   (393,187)  666,755,196 

Software

 

22,378,687

 

(15,814,299

)

6,564,388

 

22,591,363

 

(14,242,229

)

8,349,134

 

  35,030,003   (26,882,550)  8,147,453   34,347,843   (26,484,427)  7,863,416 

Water rights

 

536,940

 

(60,297

)

476,643

 

521,234

 

(74,197

)

447,037

 

Others  417,957   (416,982)  975   750,309   (293,546)  456,763 

Total

 

681,541,251

 

(15,874,596

)

665,666,655

 

742,497,705

 

(14,316,426

)

728,181,279

 

  633,819,041   (29,304,876)  604,514,165   702,246,535   (27,171,160)  675,075,375 

(1)Correspond to the contractual rights to produce and distribute Coca-Cola products in certain parts of Argentina, Brazil, Chile and Paraguay. Distribution rights result from the valuation process at fair value of the assets and liabilities of the companies acquired in business combinations. Production and distribution contracts are renewable for periods of 5 years with Coca-Cola. The nature of the business and renewals that Coca-Cola has permanently done on these rights, allow qualifying them as indefinite contracts.

 



(1) Correspond to the contractual rights to produce and distribute Coca-Cola products in certain parts of Argentina, Brazil, Chile and Paraguay. Distribution rights result from the valuation process at fair value of the assets and liabilities of the companies acquired in business combinations. Production and distribution contracts are renewable for periods of 5 years with Coca-Cola.  

The nature of the business and renewals that Coca-Cola has permanently done on these rights, allow qualifying them as permanent contracts. These production and distribution rights and in conjunctiontogether with the assets that are part of the cash-generating units, are annually subjected to the impairment test.test, Such distribution rights are composed in the following mannerhave an indefinite useful life and are not subject to amortization: except for the Monster rights that are amortized in the term of the agreement which is 4 years. 

 

 

12.31.2015

 

12.31.2014

 

Distribution rights 12.31.2020  12.31.2019 

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ 

Chile (excluding Metropolitan Region, Rancagua and San Antonio)

 

300,305,727

 

300,305,727

 

  303,702,092   305,235,247 

Brazil (Rio de Janeiro, Espirito Santo, Riberao Preto and the investments in Sorocaba and Leão Alimentos e Bebidas Ltda.)

 

183,687,154

 

230,712,143

 

Brazil (Rio de Janeiro, Espirito Santo, Ribeirão Preto and investments in Sorocaba y Leão Alimentos e Bebidas Ltda,)  138,176,054   187,616,890 

Paraguay

 

173,304,596

 

186,636,782

 

  152,595,420   171,841,663 

Argentina (North and South)

 

1,328,147

 

1,730,456

 

  1,892,171   2,061,396 

Total

 

658,625,624

 

719,385,108

 

  596,365,737   666,755,196 

 

The movement and balances of identifiable intangible assets are detailed as follows for the period January 1 to December 31, 2015 and December 31, 2014:follows:

 

 

December 31, 2015

 

December 31, 2014

 

 January 1 to December 31, 2020 January 1 to December 31, 2019 

 

Distribution

 

 

 

 

 

 

 

Distribution

 

 

 

 

 

 

 

 Distribution         Distribution        

Details

 

Rights

 

Rights

 

Software

 

Total 

 

Rights

 

Rights

 

Software

 

Total 

 

Description Rights Others Software Total Rights Others Software Total 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ 

Opening balance

 

719,385,108

 

447,037

 

8,349,134

 

728,181,279

 

691,355,453

 

453,737

 

8,797,302

 

700,606,492

 

  666,755,196   456,763   7,863,416   675,075,375   661,026,400   430,196   7,365,957   668,822,553 

Additions

 

 

 

1,191,200

 

1,191,200

 

 

 

3,191,059

 

3,191,059

 

  94,661   -   2,575,125   2,669,786   -   -   3,296,558   3,296,558 

Amortization

 

 

(6,394

)

(2,681,923

)

(2,688,317

)

 

(4,365

)

(3,048,607

)

(3,052,972

)

  (1,573,878)  -   (2,088,612)  (3,662,490)  (133,753)  -   (2,324,225)  (2,457,978)

Other increases (decreases)(1)

 

(60.759.485

)

36,000

 

(294,022

)

(61,017,507

)

28,029,655

 

(2,335

)

(590,620

)

27,436,700

 

Total

 

658,625,623

 

476,643

 

6,564,389

 

665,666,655

 

719,385,108

 

447,037

 

8,349,134

 

728,181,279

 

Other increases (decreases) (1)  (68,910,242)  (455,788)  (202,476)  (69,568,506)  5,862,549   26,567   (474,874)  5,414,242 
Ending balance  596,365,737   975   8,147,453   604,514,165   666,755,196   456,763   7,863,416   675,075,375 

(1)Mainly corresponds to restatement due to the effects of translation of distribution rights of foreign subsidiaries.

 



(1)         Mainly corresponds to the foreign currency effect of converting foreign subsidiaries’ distribution rights into the presentation currency.

F-69



Table of Contents 

 

15.2Goodwill

Goodwill is considered as the excess acquisition cost over fair value of the group´s ownership interest in identifiable net assets of the acquired subsidiary at the acquisition date.

15.2.1Measurement of recoverable goodwill value

Goodwill is annually reviewed but its recoverable value is checked during anticipated periods, if there are facts which indicate a possible impairment. These signs may include new legal dispositions, changes in the economic environment affecting business operating performance indicators, movements in the competition, or the sale of a significant part of the cash generating unit (CGU).

Management reviews business performance based on geographic segments.  Goodwill is monitored by operating segment that includes different cash generating units of the operations in Chile, Brazil, Argentina and Paraguay.  Impairment of distribution rights is geographically monitored at the CGU or group of cash generating units that correspond to specific territories for which Coca-Cola distribution rights have been acquired.  These cash generating units or groups of cash generating units are composed by:

·                  Regions in Chile (excluding Metropolitan Region, province of Rancagua and province of San Antonio)

·                  Argentina North

·                  Argentina South

·                  Brazil (state of Rio de Janeiro and Espirito Santo)

·                  Brazil (Ipiranga territories)

·                  Brazil: the investment in the associate Sorocaba

·                  Brazil: the investment in the associate Leão Alimentos S.A.

·                  Paraguay

In order to check if goodwill has suffered an impairment loss, the company compares its book value with its recoverable value, and an impairment loss is recognized for the excess of the book value amount of the asset over its recoverable amount. To determine the recoverable values of the CGU, management considers the discounted cash flow method as the most appropriate method.

F-70



Table of Contents

15.2.2Main assumptions used in the annual test:

a.Discount rate:

The real discount rate applied in the annual test carried out in December 2015 was estimated with the Capital Asset Pricing Model which allows estimating a discount rate according to the risk level of the CGU in the country where it operates.  A nominal discount rate before taxes is used according to the following table:

 

 

Discount Rate

 

 

 

2015

 

2014

 

Argentina

 

34,1

%

32,8

%

Chile

 

7,7

%

7,2

%

Brazil

 

11,6

%

10,7

%

Paraguay

 

11,5

%

12,4

%

Management carried out the annual goodwill impairment test as of December 31, 2015 for each CGU.

b.Other assumptions

Financial projections to determine the net value of future cash flows are modelled considering the main variables of the historical flows of the CGU, and approved budgets. In this sense, a conservative growth rate is used, which fluctuates between 1.5% and 3% for the soft drinks category and between 6% and 7% for the less developed categories such as juices and water. Perpetuity growth rates between 2% and 3% depending on the level of per capita consumption of our products at each operation are set beyond the fifth year of projection.

The variables of greater sensitivity in these projections are the discount rates applied in determining the net present value of the projected cash flows, sales volume, sale prices and growth of unit variable cost vs. fixed cost. For the purpose of the impairment test, sensitivities were conducted in these critical variables according to the following:

·Annual volume variation: corresponds to an increase or decrease of 1 percentage point of total annual volume. This variation is applied for every year.

·Price variation: corresponds to an increase or decrease of 1 percentage point of the real price of each product. This variation is applied only during the first year, there fore prices for every year are adjusted by 1 percentage point.

·Fixed costs variation: it assumes which fixed costs (labor and other fixed expenses) have greater or lesser correlation with volume variation, for example 10 percentage points higher means that the fixed cost has less correlation with volume.

·Discount rate: corresponds to an increase or decrease of 50 bps in the discount rate of future cash flows.

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Table of Contents

15.2.3Conclusions

As a result of the annual test, no impairments have been identified in any of the CGUs assuming conservative EBITDA margin projections and in line with the markets’ history.

Despite the deterioration of the macroeconomic conditions experienced by the economies of the countries where the cash generating units develop their operations, recovery values from the impairment test were higher than the book values of assets.

15.2.4Goodwill by business segment and country16 - GOODWILL

 

Movement in goodwillGoodwill is detailed as follows:

 

Year ended December 31, 2015

Operating segment 01.01.2020  Foreign currency translation differences where
functional currency is different from presentation
currency and hyperinflation
  12.31.2020 
  ThCh$  ThCh$  ThCh$ 
Chilean operation  8,503,023   -   8,503,023 
Brazilian operation  75,674,072   (19,672,659)  56,001,413 
Argentine operation  29,750,238   (2,406,596)  27,343,642 
Paraguayan operation  7,294,328   (816,813)  6,477,515 
Total  121,221,661   (22,896,068)  98,325,593 

 

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

 

 

 

 

translation differences

 

 

 

 

 

 

 

 

 

 

where functional

 

 

 

 

 

 

 

 

Disposals

 

currency is different

 

 

 

Operating segment

 

01.01.2015

 

Additions

 

or impairments

 

from presentation currency

 

12.31.2015

 

 01.01.2019  Foreign currency translation differences where
functional currency is different from presentation
currency and hyperinflation
  12.31.2019 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ ThCh$ 

Chilean operation

 

8,503,023

 

 

 

 

8,503,023

 

  8,503,023   -   8,503,023 

Brazilian operation

 

90,122,057

 

 

 

(18,161,097

)

71,960,960

 

  73,080,100   2,593,972   75,674,072 

Argentine operation

 

10,058,725

 

 

 

(2,338,523

)

7,720,202

 

  28,318,129   1,432,109   29,750,238 

Paraguayan operation

 

8,240,394

 

 

 

(588,643

)

7,651,751

 

  7,327,921   (33,593)  7,294,328 

Total

 

116,924,199

 

 

 

(21,088,263

)

95,835,936

 

  117,229,173   3,992,488   121,221,661 

Operating segment 01.01.2018  Foreign currency translation differences where
functional currency is different from presentation
currency and hyperinflation
  12.31.2018 
  ThCh$  ThCh$  ThCh$ 
Chilean operation  8,503,023   -   8,503,023 
Brazilian operation  73,509,080   (428,980)  73,080,100 
Argentine operation  4,672,971   23,645,158   28,318,129 
Paraguayan operation  6,913,143   414,778   7,327,921 
Total  93,598,217   23,630,956   117,229,173 

 

Year ended December 31, 2014

 

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

 

 

 

 

 

translation differences

 

 

 

 

 

 

 

 

 

 

 

where functional

 

 

 

 

 

 

 

 

 

Disposals

 

currency is different

 

 

 

Operating segment

 

01.01.2014

 

Additions

 

or impairments

 

from presentation currency

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Chilean operation

 

8,522,488

 

 

(19,465

)

 

8,503,023

 

Brazilian operation

 

88,659,503

 

 

(292,365

)(1)

1,754,919

 

90,122,057

 

Argentine operation

 

11,404,496

 

 

 

(1,345,771

)

10,058,725

 

Paraguayan operation

 

7,192,580

 

 

 

1,047,814

 

8,240,394

 

Total

 

115,779,067

 

 

(311,830

)

1,456,962

 

116,924,199

 


(1)         Corresponds to the final valuation of assets and liabilities acquired at the purchase of Compañia de Bebidas Ipiranga, in accordance to what has been described in Note 3 “Business Combinations”.

F-72



Table of Contents

Year ended December 31, 2013

Operating segment

 

01.01.2013

 

Additions

 

Disposals
or impairments

 

Foreign currency
translation differences
where functional
currency is different
from presentation currency

 

12.31.2013

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Chilean operation

 

8,503,023

 

19,465

 

 

 

8,522,488

 

Brazilian operation

 

35,536,967

 

55,255,194

(2)

 

(2,132,658

)

88,659,503

 

Argentine operation

 

13,837,339

 

 

 

(2,432,843

)

11,404,496

 

Paraguayan operation

 

6,915,412

 

 

 

277,168

 

7,192,580

 

Total

 

64,792,741

 

55,274,659

 

 

(4,288,333

)

115,779,067

 


(2)         Corresponds to the final valuation of assets and liabilities acquired at the purchase of Compañia de Bebidas Ipiranga, in accordance to what has been described in Note 3 “Business Combinations”.

F-73



Table of Contents

NOTE 16 —  17 – OTHER CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

 

Liabilities are detailed as follows:follows:

 

Current

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

Bank loans

 

23,990,783

 

41,675,933

 

Bonds payable

 

19,236,780

 

17,623,883

 

Deposits in guarantee

 

16,247,026

 

15,982,913

 

Derivative contract obligations (see note 21)

 

107,428

 

4,431,484

 

Leasing agreements

 

2,635,671

 

3,688,227

 

Total

 

62,217,688

 

83,402,440

 

Non-current

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

Bank loans

 

30,237,950

 

46,414,771

 

Bonds payable

 

718,004,190

 

657,220,248

 

Leasing agreements

 

17,057,204

 

22,981,421

 

Total

 

765,299,344

 

726,616,440

 

  Balance 
  Current  Non-current 
  12.31.2020  12.31.2019  12.31.2020  12.31.2019 
   ThCh$   ThCh$   ThCh$   ThCh$ 
Bank loans (17.1.1 – 2)  799,072   1,438,161   4,000,000   909,486 
Bonds payable, net1 (17.2)  18,705,015   21,604,601   918,921,342   718,962,871 
Deposits in guarantee  12,126,831   11,163,005   -   - 
Derivative contract liabilities (see note 22)  1,217,322   374,576   51,568,854   - 
Leasing agreements (17.4.1 – 2)  5,718,484   6,013,535   15,339,373   23,454,700 
Total  38,566,724   40,593,878   989,829,569   743,327,057 

 

1 Amounts net of issuances expenses and discounts related to issuance.


 

The fair value of the aforementionedfinancial assets and liabilities is presented below:below:

 

Currrent

 

Book Value
12.31.2015

 

Fair Value
12.31.2015

 

Book Value
12.31.2014

 

Fair Value
12.31.2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Cash and cash equivalents (3)

 

129,160,939

 

129,160,939

 

79,514,434

 

79,514,434

 

Other financial assets (3)

 

87,491,931

 

87,491,931

 

106,577,042

 

106,577,042

 

Trade and other accounts receivable, net (3)

 

176,385,386

 

176,385,386

 

198,110,424

 

198,110,424

 

Accounts receivable from related parties (3)

 

4,610,500

 

4,610,500

 

5,994,453

 

5,994,453

 

Bank Loans (1)

 

23,990,783

 

23,928,084

 

41,675,933

 

42,604,758

 

Bonds Payable (2)

 

19,236,780

 

20,732,412

 

17,623,883

 

18,852,764

 

Deposits in guarantee (3)

 

16,247,026

 

16,247,026

 

15,982,913

 

15,982,913

 

Derivative contract obligations (see note 21)

 

107,428

 

107,428

 

4,431,484

 

4,431,484

 

Leasing agreements (3)

 

2,635,671

 

2,635,671

 

3,688,227

 

3,688,227

 

Current 

 

Book Value

12.31.2020

  

Fair Value

12.31.2020

  

 

Book Value

12.31.2019

  

Fair Value

12.31.2019

 
   ThCh$   ThCh$   ThCh$   ThCh$ 
Cash and cash equivalent (2)  309,530,699   309,530,699   157,567,986   157,567,986 
Other financial assets (1)  -   -   317,205   317,205 
Trade debtors and other accounts receivable (2)  194,664,683   194,664,683   191,077,588   191,077,588 
Accounts receivable related companies (2)  11,875,408   11,875,408   10,835,768   10, 835,768 
Bank loans (2)  799,072   896,307   1,438,161   1,434,255 
Bonds payable (2)  18,705,015   22,471,852   21,604,601   24,188,060 
Bottle guaranty deposits (2)  12,126,831   12,126,831   11,163,005   11,163,005 
Derivative contracts liabilities (see note 22) (1)  1,217,322   1,217,322   374,576   374,576 
Leasing agreements (2)  5,718,484   5,718,484   6,013,535   6,013,535 
Accounts payable (2)  230,438,133   230,438,133   243,700,553   243,700,553 
Accounts payable related companies (2)  39,541,968   39,541,968   53,637,601   53,637,601 

 

Non-current

 

12.31.2015

 

12.31.2015

 

12.31.2014

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Other financial assets (3)

 

181,491,527

 

181,491,527

 

51,026,773

 

51,026,773

 

Trade and other receivables (3)

 

5,931,999

 

5,931,999

 

7,097,809

 

7,097,809

 

Accounts receivable from related parties (3)

 

14,732

 

14,732

 

24,752

 

24,752

 

Bank Loans (1)

 

30,237,950

 

24,678,828

 

46,414,771

 

41,861,984

 

Bonds Payable (2)

 

718,004,190

 

765,111,961

 

657,220,248

 

701,322,386

 

Leasing agreements (3)

 

17,057,204

 

17,057,204

 

22,981,421

 

22,981,421

 

Non-current 12.31.2020  12.31.2020  12.31.2019  12.31.2019 
   ThCh$   ThCh$   ThCh$   ThCh$ 
Other financial assets (1)  150,983,295   150,983,295   98,918,457   98,918,457 
Accounts receivable, non-current (2)  73,862   73,862   523,769   523,769 
Accounts receivable related companies (2)  138,346   138,346   283,118   283,118 
Bank loans (2)  4,000,000   4,056,753   909,486   867,025 
Bonds payable (2)  918,921,342   1,088,617,557   718,962,871   803,017,145 
Derivative contracts liabilities (see note 22) (1)  51,568,854   51,568,854   -   - 
Leasing agreements (2)  15,339,373   15,339,373   23,454,700   23,454,700 
Accounts payable, non-current (2)  295,279   295,279   619,587   619,587 

(1)Fair values are based on discounted cash flows using market discount rates at the close of the six-month and one-year period and are classified as Level 2 of the fair value measurement hierarchies.

(2)Financial instruments such as: Cash and Cash Equivalents, Trade and Other Accounts Receivable, Accounts Receivable, Bottle Guarantee Deposits and Trade Accounts Payable, and Other Accounts Payable present a fair value that approximates their carrying value, considering the nature and term of the obligation. The business model is to maintain the financial instrument in order to collect/pay contractual cash flows, in accordance with the terms of the contract, where cash flows are received/cancelled on specific dates that exclusively constitute payments of principal plus interest on that principal. These instruments are revalued at amortized cost.

 



(1)             The fair values 

17.1.1 Bank obligations, current

     Maturity     Total 
  Indebted entity Creditor Entity    Type of Nominal  Effective  Up to  90 days to  At  At 
Taxpayer ID Name Country Taxpayer ID Name Country  Currency  Amortization Rate  Rate  90 days  1 year  12.31.2020  12.31.2019 
                             ThCh$   ThCh$   ThCh$   ThCh$ 
96.705.990-0 Envases Central S.A. Chile 97.006.000-6 Banco BCI  Chile   UF  Semiannually  2.13%  2.13%  -   760,667   760,667   748,838 
96.705.990-0 Envases Central S.A. Chile 97.006.000-6 Banco BCI  Chile   UF  Semiannually  2.00%  2.00%  33,111   -   33,111   - 
Foreign Embotelladora del Atlántico S.A. Argentina Foreign Banco Galicia y Buenos Aires S.A.  Argentina   AR  Upon maturity  82.00%  82.00%  -   -   -   8,453 
Foreign Embotelladora del Atlántico S.A. Argentina Foreign Banco Galicia y Buenos Aires S.A.  Argentina   AR  Monthly  26.60%  26.60%  5,294   -   5,294     
Foreign Rio de Janeiro Refrescos Ltda. Brazil Foreign Banco Itaú  Brazil   BRL  Monthly  6.63%  6.63%  -   -   -   635,727 
Foreign Rio de Janeiro Refrescos Ltda. Brazil Foreign Banco Itaú  Brazil   BRL  Quarterly  4.50%  4.50%  -   -   -   45,143 
                                 Total   799,072   1,438,161 

17.1.2 Bank obligations, non-current

                 Maturity    
  Indebted entity      Creditor Entity       Type of  Nominal  Effective  1 year up to  More than 2 years More than 3 years More than 4 years More than 5  at 
Taxpayer ID Name Country  Taxpayer ID Name Country  Currency  Amortization  Rate  Rate  2 years  Up to 3 years Up to 4 years Up to 5 years Years  12.31.2020 
                                 ThCh$  ThCh$ ThCh$ ThCh$  ThCh$   ThCh$ 
96.705.990-0 Envases Central S.A.  Chile  97.006.000-6 Banco BCI  Chile   CLP   Semiannually   2.00%  2.00%  -  - 4,000,000 -  -   4,000,000 
   Total                                            4,000,000 

17.1.2 Bank obligations, non-current previous year

           Maturity    
  Indebted Entity Creditor Entity    Type  Effective  Nominal  1 year up to  More than 2 years  More than 3 years  More than 4 years  More than 5  at 
Tax ID Name Country Tax ID Name Country  Currency  Amortization  Rate  Rate  2 years  Up to 3 years  Up to 4 years  Up to 5 years  Years  12.31.2019 
                               ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$ 
96.705.990-0 Envases Central S.A. Chile 97.006.000-6 Banco BCI  Chile   UF   Semiannually   2.13%  2.13%  736,033   -   -   -   -   736,033 
Foreign Rio de Janeiro Refrescos Ltda. Brazil Foreign Banco Itaú  Brazil   BRL   Monthly   6.63%  6.63%  44,621   44,621   44,621   39,590   -   173,453 
                                           Total       909,486 

17.1.3 Current and non-current bank obligations “Restrictions”

Bank obligations are based on discounted cash flows using market based discount rates as of year-end and are Level 2 fair value measurements.

(2)             The fair value of coporate bonds are classified as a Level 1 fair value measurements based on quoted pricesnot subject to restrictions for the Company’s obligations.reported periods.

(3)             The fair value approximates book value considering

F-64

 

17.2       Bonds payable

On January 21, 2020, the natureCompany issued corporate bonds on the international market for USD 300 million with a 30-year maturity, with the whole principal amount due in 2039 and terman annual interest rate of the obligations.3.950%.

 

F-74



TableDuring 2018, Andina carried out a debt restructuring process that consisted of Contentsa partial repurchase in the amount of USD 210 million of the 144A/RegS Senior Notes and refinancing it with the placement of Series F bonds in the local market in the amount of UF 5.7 million due 2039 and accruing an annual interest rate of 2.83%. The costs corresponding to the repurchase of bonds, associated with premium payments, overpricing and proportional amortization of placement costs and discounts in bonds in original U.S. Dollars amounting to CLP 9,583,000 thousand, were recorded in results under the item financial costs.

 

16.1.1Bank obligations, current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity

 

Total

 

Indebted Entity

 

Creditor Entity

 

 

 

Type

 

Effective

 

Nominal

 

Up to

 

90 days

 

at

 

At

 

Tax ID,

 

Name

 

Country

 

Tax ID,

 

Name

 

Country

 

Currency

 

Amortization

 

Rate

 

Rate

 

90 days

 

To 1 year

 

12.31.2015

 

12.31.2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

91.144.000-8

 

Embotelladora Andina S.A.

 

Chile

 

97.036.000-K

 

Banco Santander

 

Chile

 

Chilean pesos

 

Monthly

 

1.10

%

1.10

%

 

 

 

9,633

 

91.144.000-8

 

Embotelladora Andina S.A.

 

Chile

 

97.032.000-8

 

BBVA

 

Chile

 

Chilean pesos

 

At maturity

 

5.00

%

5.00

%

 

 

 

205,000

 

96.705.990-0

 

Envases Central S.A.

 

Chile

 

97.080.000-K

 

Banco BICE

 

Chile

 

Chilean pesos

 

Semiannually

 

4.29

%

4.29

%

 

214,927

 

214,927

 

211,137

 

96.705.990-0

 

Envases Central S.A.

 

Chile

 

97.006.000-6

 

Banco BCI

 

Chile

 

Chilean pesos

 

Semiannually

 

3.43

%

3.43

%

 

275,268

 

275,268

 

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco de la Ciudad de Bs.As.

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.25

%

15.25

%

129,023

 

130,704

 

259,727

 

658,980

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco de la Nación Argentina (1)

 

Argentina

 

Argentine pesos

 

Monthly

 

14.80

%

9.90

%

144,740

 

302,556

 

447,296

 

748,896

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco de la Nación Argentina

 

Argentina

 

Argentine pesos

 

Monthly

 

9.90

%

9.90

%

38,830

 

76,970

 

115,800

 

201,332

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco de la Nación Argentina

 

Argentina

 

Argentine pesos

 

Monthly

 

23.06

%

23.06

%

 

 

 

853,102

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco de la Nación Argentina

 

Argentina

 

Argentine pesos

 

Monthly

 

23.38

%

23.38

%

 

 

 

4,587,880

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco Galicia y Bs. As.

 

Argentina

 

Argentine pesos

 

Monthly

 

15.25

%

15.25

%

60,916

 

181,534

 

242,450

 

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco Galicia y Bs. As.

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.00

%

15.00

%

 

 

 

60,977

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco Galicia y Bs. As.

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.25

%

15.25

%

271,561

 

501,033

 

772,594

 

1,390,819

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco Macro Bansud

 

Argentina

 

Argentine pesos

 

Monthly

 

15.25

%

15.25

%

43,502

 

131,386

 

174,888

 

198,950

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco Santander Río

 

Argentina

 

Argentine pesos

 

Monthly

 

15.25

%

15.25

%

61,567

 

60,560

 

122,127

 

319,284

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

BBVA Banco Francés

 

Argentina

 

Argentine pesos

 

Monthly

 

15.25

%

15.25

%

40,640

 

123,925

 

164,565

 

186,837

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Nuevo Banco de Santa Fe

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.00

%

15.00

%

 

 

 

210,727

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Nuevo Banco de Santa Fe

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.25

%

15.25

%

105,037

 

32,336

 

137,373

 

545,149

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Nuevo Banco Santa Fe

 

Argentina

 

Argentine pesos

 

At maturity

 

28.00

%

28.00

%

 

 

 

5,080,638

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Comercial Bank of China

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.25

%

15.25

%

62,056

 

185,165

 

247,221

 

317,750

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Bank HSBC Argentina S.A

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.25

%

15.25

%

62,056

 

185,165

 

247,221

 

317,750

 

Foreign

 

Andina Empaques Argentina S.A.

 

Argentina

 

Foreign

 

Banco Galicia y Bs.As.

 

Argentina

 

Argentine pesos

 

Monthly

 

30.25

%

30.25

%

 

 

 

453,690

 

Foreign

 

Andina Empaques Argentina S.A.

 

Argentina

 

Foreign

 

Banco Galicia y Bs.As.

 

Argentina

 

Argentine pesos

 

At maturity

 

15.25

%

15.25

%

 

 

 

316,153

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

VOTORANTIM

 

Brasil

 

Brazilian real

 

Monthly

 

9.40

%

9.40

%

 

 

 

65,788

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

ITAÚ - Finame

 

Brasil

 

Dollars

 

Semiannually

 

2.992

%

2.992

%

 

12,817,824

 

12,817,824

 

16,118,096

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Santander

 

Brasil

 

Brazilian real

 

Monthly

 

7.15

%

7.15

%

172,746

 

824,554

 

997,300

 

440,866

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Bradesco

 

Brasil

 

Brazilian real

 

Quarterly

 

3.86

%

3.86

%

172,048

 

181,868

 

353,916

 

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Bradesco

 

Brasil

 

Brazilian real

 

Monthly

 

4.50

%

4.50

%

 

 

 

603,278

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Itaú

 

Brasil

 

Brazilian real

 

Quarterly

 

4.50

%

4.50

%

658,705

 

1,865,061

 

2,523,766

 

3,376,088

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Itaú

 

Brasil

 

Brazilian real

 

Monthly

 

6.63

%

6.63

%

984,440

 

2,892,080

 

3,876,520

 

4,197,133

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23,990,783

 

41,675,933

 

  Current  Non-current  Total 
Composition of bonds payable 12.31.2020  12.31.2019  12.31.2020  12.31.2019  12.31.2020  12.31.2019 
   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$ 
Bonds (face value) 1  19,347,033   22,189,595   925,968,913   721,950,553   945,315,946   744,140,148 

 


(1)   The Bicentennial credit granted by Banco de la Nación Argentina to Embotelladora del Atlántico S.A. at a preferential rate is a benefit of the Argentine Government to promote investment projects. Embotelladora del Atlántico S.A. registered investment projects and received the bicentennial credit at a preferential rate of 9.9% a year, the financial expense is recognized according to the market rate, and the financial expense differential between market and nominal rate was allocated as a lower cost of the fixed asset.

 

F-175



Table of Contents Gross amounts, do not consider issuance expenses and discounts related to issuance.

 

16.1.2Bank obligations, non-current December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity

 

Indebted Entity

 

Creditor Entity

 

 

 

Type

 

Effective

 

Nominal

 

1 year up to

 

More 2 years

 

More 3 years

 

More 4 years

 

More 5

 

At

 

Tx ID

 

Name

 

Country

 

Tx ID

 

Name

 

Country

 

Currency

 

Amortization

 

Rate

 

Rate

 

2 years

 

Up to 3 years

 

Up to 4 years

 

Up to 5 years

 

Years

 

12.31.2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Itaú

 

Brazil

 

Reales

 

Monthly

 

6.63

%

6.63

%

3,323,725

 

1,258,291

 

466,032

 

413,519

 

 

5,461,567

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Santander

 

Brazil

 

Reales

 

Monthly

 

7.15

%

7.15

%

776,263

 

672,484

 

493,743

 

431,272

 

 

2,373,762

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Itaú

 

Brazil

 

Dollars

 

Semiannually

 

2.992

%

2.992

%

12,681,431

 

 

 

 

 

12,681,431

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Itaú

 

Brazil

 

Reales

 

Monthly

 

4.50

%

4.50

%

2,020,483

 

2,020,483

 

2,020,483

 

2,020,480

 

 

8,081,929

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco BBVA Francés

 

Argentina

 

Pesos argentinos

 

Monthly

 

15.25

%

15.25

%

44,560

 

 

 

 

 

44,560

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco Macro Bansud

 

Argentina

 

Pesos argentinos

 

Monthly

 

15.25

%

15.25

%

50,970

 

 

 

 

 

50,970

 

96.705.990-0

 

Envases Central S.A.

 

Chile

 

97.080.000-K

 

Banco Bice

 

Chile

 

Pesos chilenos

 

Semiannually

 

4.29

%

4.29

%

1,543,731

 

 

 

 

 

1,543,731

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,237,950

 

F-76



Table of Contents

16.1.2  Bank obligations, non-current December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity

 

 

 

Indebted Entity

 

Creditor Entity

 

 

 

Type

 

Effective

 

Nominal

 

1 year up to

 

More 2 years

 

More 3 years

 

More 4 years

 

More 5

 

at

 

Tx ID

 

Name

 

Country

 

Tx ID

 

Name

 

Country

 

Currency

 

Amortization

 

Rate

 

Rate

 

2 years

 

Up to 3 years

 

Up to 4 years

 

Up to 5 years

 

Years

 

12.31.2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Itaú

 

Brazil

 

Brazilian real

 

Monthly

 

6.63

%

6.63

%

4,169,265

 

3,582,205

 

1,133,230

 

65,787

 

 

8,950,487

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Santander Río

 

Brazil

 

Brazilian real

 

Monthly

 

7.15

%

7.15

%

476,272

 

310,662

 

158,529

 

117,869

 

 

1,063,332

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Itaú

 

Brazil

 

Dollars

 

Semiannually

 

2.992

%

2.992

%

8,280,509

 

8,280,509

 

 

 

 

16,561,018

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Bradesco

 

Brazil

 

Brazilian real

 

Monthly

 

4.50

%

4.50

%

428,302

 

 

 

 

 

428,302

 

Foreign

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Itaú

 

Brazil

 

Brazilian real

 

Monthly

 

7.00

%

7.00

%

3,327,965

 

3,157,786

 

3,131,517

 

3,131,517

 

820,546

 

13,569,331

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco de la Nación Argentina

 

Argentina

 

Argentine pesos

 

Monthly

 

14.80

%

9.90

%

581,022

 

 

 

 

 

581,022

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco de la Nación Argentina

 

Argentina

 

Argentine pesos

 

Monthly

 

9.90

%

9.90

%

150,428

 

 

 

 

 

150,428

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Nuevo Banco de Santa Fe

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.25

%

15.25

%

175,174

 

 

 

 

 

175,174

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco Galicia y Bs. As

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.25

%

15.25

%

988,071

 

 

 

 

 

988,071

 

Foreign

 

Embotelladora del Atántico S.A.

 

Argentina

 

Foreign

 

Banco Ciudad de Bs. As.

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.25

%

15.25

%

326,400

 

 

 

 

 

326,400

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco HSBC Argentina S.A

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.25

%

15.25

%

319,305

 

 

 

 

 

319,305

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Comercial Bank of China

 

Argentina

 

Argentine pesos

 

Quarterly

 

15.25

%

15.25

%

319,305

 

 

 

 

 

319,305

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco BBVA Francés

 

Argentina

 

Argentine pesos

 

Monthly

 

15.25

%

15.25

%

269,432

 

 

 

 

 

269,432

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco Santander Río

 

Argentina

 

Argentine pesos

 

Monthly

 

15.25

%

15.25

%

157,737

 

 

 

 

 

157,737

 

Foreign

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Banco Macro Bansud

 

Argentina

 

Argentine pesos

 

Monthly

 

15.25

%

15.25

%

290,509

 

 

 

 

 

290,509

 

Foreign

 

Andina Empaques Argentina S.A.

 

Argentina

 

Foreign

 

Banco Galicia y Bs As.

 

Argentina

 

Argentine pesos

 

Monthly

 

15.25

%

15.25

%

315,363

 

 

 

 

 

315,363

 

96.705.990-0

 

Envases Central S.A.

 

Chile

 

97.080.000-K

 

Banco Bice

 

Chile

 

Chilean pesos

 

At maturity

 

4.29

%

4.29

%

1,949,555

 

 

 

 

 

1,949,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46,414,771

 


(1) The Bicentennial credit granted by Banco de la Nación Argentina to Embotelladora del Atlántico S.A. at a preferential rate is a benefit of the Argentine Government to promote investment projects. Embotelladora del Atlántico S.A. registered investment projects and received the bicentennial credit at a preferential rate of 9.9% a year, the financial expense is recognized according to the market rate, and the financial expense differential between market and nominal rate was allocated as a lower cost of the fixed asset.

F-77



Table of Contents

16.2.1Bonds payable

 

 

Current

 

Non-Current

 

Total

 

 

 

12.31.2015

 

12.31.2014

 

12.31.2015

 

12.31.2014

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Composition of bonds payable

 

 

 

 

 

 

 

 

 

 

 

 

 

Bonds (face value)

 

20,172,356

 

18,457,970

 

723,191,154

 

662,420,327

 

743,363,510

 

680,878,297

 

Expenses of bond issuance and discounts on placement

 

(935,576

)

(834,087

)

(5,186,964

)

(5,200,079

)

(6,122,540

)

(6,034,166

)

Net balance presented in statement of financial position

 

19,236,780

 

17,623,883

 

718,004,190

 

657,220,248

 

737,240,970

 

674,844,131

 

16.2.217.2.1       Current and non-current balances

 

Obligations with the publicBonds payable correspond to bonds in UF issued by the parent company on the Chilean market and bonds in USU.S. dollars issued by the parent companyParent Company on the international market:market. A detail of these instruments is presented below:

 

 

 

 

 

Face

 

Unit of

 

Interest

 

Final

 

Interest

 

Date

 

 

 

 

 

 

 

Series

 

amount

 

Adjustment

 

rate

 

Maturity

 

Payment

 

Amortization of capital

 

12.31.2015

 

12.31.2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

Bonds, current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SVS Registration N°640 SVS 08.23.2010

 

A

 

500,000

 

UF

 

3.0

%

08-15-2017

 

Semiannually

 

02-15-2016

 

6,550,372

 

6,363,030

 

SVS Registration N°254 SVS 06.13.2001

 

B

 

2,723,745

 

UF

 

6.5

%

06-01-2026

 

Semiannually

 

06-01-2016

 

5,213,755

 

4,749,263

 

SVS Registration N°641 08.23.2010

 

C

 

1,500,000

 

UF

 

4.0

%

08-15-2031

 

Semiannually

 

02-15-2021

 

571,003

 

548,679

 

SVS Registration N°759 08.20.2013

 

C

 

1,000,000

 

UF

 

3.5

%

08-16-2020

 

Semiannually

 

02-16-2017

 

333,479

 

284,837

 

SVS Registration N°760 08.20.2013

 

D

 

4,000,000

 

UF

 

3.8

%

08-16-2034

 

Semiannually

 

02-16-2032

 

1,447,249

 

1,236,149

 

SVS Registration N°760 04.02.2014

 

E

 

3,000,000

 

UF

 

3.75

%

03-01-2035

 

Semiannually

 

09-01-2032

 

952,223

 

914,996

 

Bonds USA

 

 

575,000,000

 

US$

 

5.0

%

10-01-2023

 

Semiannually

 

10-01-2023

 

5,104,275

 

4,361,016

 

Total current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,172,356

 

18,457,970

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bonds non-current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SVS Registration N°640 SVS 08.23.2010

 

A

 

500,000

 

UF

 

3.0

%

08-15-2017

 

Semiannually

 

02-15-2017

 

6,407,273

 

12,313,550

 

SVS Registration N°254 SVS 06.13.2001

 

B

 

2,723,745

 

UF

 

6.5

%

06-01-2026

 

Semiannually

 

06-01-2017

 

64,965,518

 

67,077,946

 

SVS Registration N°641 08.23.2010

 

C

 

1,500,000

 

UF

 

4.0

%

08-15-2031

 

Semiannually

 

02-16-2021

 

38,443,635

 

36,940,650

 

SVS Registration N°759 08.20.2013

 

C

 

1,000,000

 

UF

 

3.5

%

08-16-2020

 

Semiannually

 

02-16-2017

 

25,629,090

 

24,662,705

 

SVS Registration N°760 08.20.2013

 

D

 

4,000,000

 

UF

 

3.8

%

08-16-2034

 

Semiannually

 

02-16-2032

 

102,516,360

 

98,662,919

 

SVS Registration N°760 04.02.2014

 

E

 

3,000,000

 

UF

 

3.75

%

03-01-2035

 

Semiannually

 

09-01-2032

 

76,887,278

 

73,881,307

 

Bonds USA

 

 

575,000,000

 

US$

 

5.0

%

10-01-2023

 

Semiannually

 

10-01-2023

 

408,342,000

 

348,881,250

 

Total non-current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

723,191,154

 

662,420,327

 

                 Current  Non-current 
  Series  Current nominal amount  Adjustment unit Interest rate  Final maturity Interest payment 12.31.2020  12.31.2019  12.31.2020  12.31.2019 
Bonds                    ThCh$   ThCh$   ThCh$   ThCh$ 
CMF Registration N° 254 06.13.2001  B   1,648,160  UF  6,5% 12-01-2026 Semiannually  7,776,693   7,160,809   40,388,468   46,659,296 
CMF Registration N° 641 08.23.2010  C   1,500,000  UF  4,0% 08-15-2031 Semiannually  647,672   630,731   43,605,495   42,464,910 
CMF Registration N° 759 08.20.2013  C   -  UF  3,5% 08-16-2020 Semiannually  -   7,168,907   -   - 
CMF Registration N° 760 08.20.2013  D   4,000,000  UF  3,8% 08-16-2034 Semiannually  1,629,677   1,587,051   116,281,320   113,239,760 
CMF Registration N° 760 04.02.2014  E   3,000,000  UF  3,75% 03-01-2035 Semiannually  1,083,063   1,048,938   87,210,999   84,929,828 
CMF Registration N° 912 10.10.2018  F   5,700,000  UF  2,83% 09-25-2039 Semiannually  1,234,601   1,195,700   165,700,881   161,366,658 
Bonds USA 2023 10.01.2013  -   365,000,000  US$  5,0% 10-01-2023 Semiannually  3,243,709   3,397,459   259,496,750   273,290,101 
Bonds USA 2050 01.21.2020  -   300,000,000  US$  3,95% 01-21-2050 Semiannually  3,731,618   -   213,285,000   - 
                  Total  19,347,033   22,189,595   925,968,913   721,950,553 

 

Accrued interest included in the current portion of bonds totaled ThCh$8,923,499 and ThCh$8,122,961 atpayable as of December 31, 20152020 and 2014,2019 amounts to CLP 11,841,892 thousand and CLP 7,983,770 thousand, respectively.

 

F-78




Table of Contents

 

16.2.3Non-current maturities 

 

 

 

 

 

Year of maturity

 

Total non-
current

 

 

 

Series

 

2017

 

2018

 

2019

 

After

 

12-31-2015

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

SVS Registration N°640 08.23.2010

 

A

 

6,407,273

 

 

 

 

6,407,273

 

SVS Registration N°254 06.13.2001

 

B

 

5,156,294

 

5,491,452

 

5,848,396

 

48,469,376

 

64,965,518

 

SVS Registration N°641 08.23.2010

 

C

 

 

 

 

38,443,635

 

38,443,635

 

SVS Registration N°759 08.20.2013

 

C

 

6,407,273

 

6,407,273

 

6,407,273

 

6,407,271

 

25,629,090

 

SVS Registration N°760 08.20.2013

 

D

 

��

 

 

102,516,360

 

102,516,360

 

SVS Registration N°760 04.02.2014

 

E

 

 

 

 

76,887,278

 

76,887,278

 

Bonds USA

 

 

 

 

 

408,342,000

 

408,342,000

 

Total

 

 

 

17,970,840

 

11,898,725

 

12,255,669

 

681,065,920

 

723,191,154

 

17.2.3       Non-current maturities

     Year of maturity      
  Series  More than 1 up to
2
  More than 2 up to
3
  More than 3 up to
4
  More than
5
  Total non-
current
12.31.2020
 
     ThCh$  ThCh$  ThCh$  ThCh$  ThCh$ 
CMF Registration N° 254 06.13.2001  B   8,013,138   8,533,990   9,088,700   14,752,640   40,388,468 
CMF Registration N° 641 08.23.2010  C   3,964,136   3,964,136   3,964,136   31,713,087   43,605,495 
CMF Registration N° 760 08.20.2013  D   -   -   -   116,281,320   116,281,320 
CMF Registration N° 760 04.02.2014  E   -   -   -   87,210,999   87,210,999 
CMF Registration N° 912 10.10.2018  F   -   -   -   165,700,881   165,700,881 
USA Bonds  -   -   259,496,750   -   -   259,496,750 
USA 2 Bonds  -   -   -   -   213,285,000   213,285,000 
Total      11,977,274   271,994,876   13,052,836   628,943,927   925,968,913 

 

16.2.4

17.2.4       Market rating

 

The bonds issued on the Chilean market had the following rating at December 31, 2015:rating:

 

AA

:

ICR Compañía Clasificadora de Riesgo Ltda. rating

AA

:

AA        :       ICR Compañía Clasificadora de Riesgo Ltda. rating

AA        :       Fitch Chile Clasificadora de Riesgo Limitada rating

 

The rating of bonds issued on the international market as of December 31, 2015 ishad the following:

BBB

:

Standard&Poors rating

BBB+

:

Fitch Chile Clasificadora de Riesgo Limitada rating.

16.2.5Restrictionsfollowing rating:

 

16.2.5.1BBB       :      Standard&Poors Global Ratings

BBB+     :      Fitch Ratings Inc.

17.2.5       Restrictions

17.2.5.1       Restrictions regarding bonds placed abroadabroad.

 

On September 26, 2013, Andina issued a bond inObligations with bonds placed abroad are not affected by financial restrictions for the U.S. Market (Bonds USA) for US$575 million at a coupon rate of 5.000% maturing on October 1, 2023.  These bonds do not have financial restrictions.periods reported.

 

16.2.5.217.2.5.2       Restrictions regarding bonds placed in the local market.

 

Restrictions regardingon the issuance of bonds for a fixed amount registered under number 254.

 

During 2001, Andina placed local bonds inIn October 2020, the Chilean market.  The issuanceConsolidated Financial Liabilities/Consolidated Equity no more than 1.20 times covenant was structured into two series, one of which matured during 2008.amended as follows:

 

·Maintain an indebtedness level where Net Consolidated Financial Liabilities to Consolidated Equity does not exceed 1.20 times. For these purposes Net Consolidated Financial Liabilities shall be regarded as (i) “Other Current Financial Liabilities,” plus (ii) “Other Non-Current Financial Liabilities,” less (iii) the addition of “Cash and Cash Equivalents” plus “Other Current Financial Assets;” plus “Other Non-Current Financial Assets) (to the extent they correspond to asset balances of derivative financial instruments, taken to cover exchange rate and/or interest rate risks on financial liabilities). Consolidated Equity will be regarded as total equity including non-controlling interest.

The outstanding series as

As of December 31, 20152020, this ratio is Series B for a nominal amount of up to UF 4 million, of which amount UF 3.7 million in bonds were placed with final maturity in the year 2026 at a 6.50%  annual interest rate. The balance of outstanding capital as of December 31, 2015 is UF2,724 million.0.51 times.

 

·Maintain, and in no manner lose, sell, assign or transfer to a third party, the geographical area currently denominated as the “Metropolitan Region” (Región Metropolitana) as a territory in Chile in which we have been authorized by The Coca-Cola Company for the development, production, sale and distribution of products and brands of the licensor, in accordance to the respective bottler or license agreement, renewable from time to time.

Series B was issued with charge to the Bonds Line registered with the Securities Registered under number 254 dated June 13, 2001.


 

 

·Not lose, sell, assign, or transfer to a third party any other territory of Argentina or Brazil, which as of this date is franchised by TCCC to the Company for the development, production, sale and distribution of products and brands of such licensor, as long as any of these territories account for more than 40% of the Issuer's Adjusted Consolidated Operating Cash Flow.

F-79



·Maintain consolidated assets free of any pledge, mortgage or other encumbrances for an amount at least equal to 1.3 times of the issuer’s unsecured consolidated liabilities.

 

Table of Contents

Regarding Series B, the Issuer is subject to the following restrictions:

·             Maintain an indebtedness level where Consolidated Financial Liabilities to Consolidated Equity does not exceed 1.20 times. For these purposes Consolidated Financial LiabilitiesUnsecured consolidated liabilities payable shall be regarded as Liabilities Receivables accruing interest, namely: (i) other current financialthe total liabilities, plus (ii) other non-current financial liabilities,obligations and debts of the issuer that are not secured by real guarantees on goods and assets of the latter, voluntarily and conventionally constituted by the issuer less (iii)the asset balances of derivative financial instruments, taken to cover exchange rate or interest rate risks on financial liabilities under “Other"Other Current Financial Assets”Assets" and “Other"Other non-current Financial Assets”Assets" of the Issuer’s Consolidated Statement of Financial Statements.Position.

 

·Consolidated EquityAssets free of any pledge, mortgage or other lien will only be regarded as total equity including non-controlling interest.

As of December 31, 2015, Indebtedness Level is 0.76 times of Consolidated Equity.

The breakdown of accounts with the respective amounts used for the previous calculation is summarized as follows (in thousand Chilean pesos):

As of December 31, 2015, the values of items included in this indicator are
the following:

ThCh$

Other current financial liabilities

62,217,688

Other non-current financial liabilities

765,299,344

(-) Other non-current financial assets (hedge derivatives)

181,474,306

Total Consolidated Equity

851,534,300

·             Maintain, and in no manner lose,  sell, assign or transfer to a third party, the geographical area currently denominated as the “Metropolitan Region” (Región Metropolitana) as a territory in Chile in which we have been authorized by The Coca-Cola Company for the development, production, sale and distribution of products and brands of the licensor, in accordance to the respective bottler or license agreement, renewable from time to time.

·             Not lose, sell, assign, or transfer to a third party any other territory of Argentina or Brazil, which as of this date is franchised by TCCC to the Company for the development, production, sale and distribution of products and brands of such licensor, as long as any of these territories account for more than 40% of the Issuer’s Adjusted Consolidated Operating Cash Flow.

·             Maintain consolidatedthose assets free of any pledge, mortgage or other encumbrances for an amount at least equalreal lien voluntarily and conventionally constituted by the issuer less asset balances of derivative financial instruments, taken to 1.30cover exchange rate or interest rate risks on financial liabilities and under "Other Current Financial Assets" and "Other non-current Financial Assets" of the Issuer’s Consolidated Statement of Financial Position.

As of December 31, 2020, this ratio is 1.55 times.

Restrictions to bond lines registered in the Securities Registered under number 641, series C

·Maintain a level of "Net Financial Debt" within its quarterly financial statements that may not exceed 1.5 times, measured over figures included in its consolidated statement of financial position. To this end, net financial debt shall be defined as the ratio between net financial debt and total equity of the issuer (equity attributable to controlling owners plus non-controlling interest). On its part, net financial debt will be the difference between the Issuer's financial debt and cash.

As of December 31, 2020, Net Financial Debt level was 0.51 times.

·Maintain consolidated assets free of any pledge, mortgage or other encumbrances for an amount at least equal to 1.3 times of the issuer’s unsecured consolidated liabilities.

Unencumbered assets refer to the assets that are the property of the issuer; classified under Total Assets of the Issuer’s Financial Statements; and that are free of any pledge, mortgage or other liens constituted in favor of third parties, less "Other Current Financial Assets" and "Other Non-Current Financial Assets" of the Issuer’s Financial Statements (to the extent they correspond to asset balances of derivative financial instruments, taken to hedge exchange rate and interest rate risk of the financial liabilities).

Unsecured total liabilities correspond to: liabilities from Total Current Liabilities and Total Non-Current Liabilities of Issuer’s Financial Statement which do not benefit from preferences or privileges, less "Other Current Financial Assets" and "Other Non-Current Financial Assets" of the Issuer’s Financial Statements (to the extent they correspond to asset balances of derivative financial instruments, taken to hedge exchange rate and interest rate risk of the financial liabilities).

As of December 31, 2020, this ratio is 1.55 times.


 

·Maintain a level of "Net Financial Coverage" greater than 3 times in its quarterly financial statements. Net financial coverage means the ratio between the issuer's Ebitda of the last 12 months and the issuer's Net Financial Expenses in the last 12 months. Net Financial Expenses will be regarded as the difference between the absolute value of interest expense associated with the issuer's financial debt account accounted for under "Financial Costs"; and interest income associated with the issuer's cash accounted for under the Financial Income account. However, this restriction shall be deemed to have been breached where the mentioned level of net financial coverage is lower than the level previously indicated during two consecutive quarters.

As of December 31, 2020, Net Financial Coverage level is 8.50 times.

Restrictions to bond lines registered in the Securities Registrar under number 760 D-E.

·Maintain an indebtedness level where Net Consolidated Financial Liabilities to Consolidated Equity does not exceed 1.20 times. For these purposes Net Consolidated Financial Liabilities shall be regarded as (i) “Other Current Financial Liabilities,” plus (ii) “Other Non-Current Financial Liabilities,” less (iii) the addition of “Cash and Cash Equivalents” plus “Other Current Financial Assets;” plus “Other Non-Current Financial Assets) (to the extent they correspond to asset balances of derivative financial instruments, taken to cover exchange rate and/or interest rate risks on financial liabilities). Consolidated Equity will be regarded as total equity including non-controlling interest.

As of December 31, 2020, Indebtedness Level is 0.51 times of the issuer’s unsecured consolidated liabilities.Consolidated Equity.

·Maintain consolidated assets free of any pledge, mortgage or other encumbrances for an amount at least equal to 1.3 times of the issuer’s unsecured consolidated liabilities payable.

 

Unsecured Consolidated Liabilities Payable shall be regarded as the total liabilities, obligations and debts of the issuer that are not secured by real guarantees on goods and assets of the latter, voluntarily and conventionally constituted by the issuer less the asset balances of derivative financial instruments, taken to cover exchange rate or interest rate risks on financial liabilities under “Other"Other Current Financial Assets”Assets" and “Other"Other non-current Financial Assets”Assets" of the Issuer’s Consolidated Statement of Financial Statements.Position.

 

The following will be considered in determining Consolidated Assets: assets free of any pledge, mortgage or other lien, as well as those assets having a pledge, mortgage or real encumbrances that operate solely by law, less asset balances of derivative financial instruments, taken to hedge exchange rate or interest rate risks on financial liabilities under “Other"Other Current Financial Assets”Assets" and “Other"Other non-current Financial Assets”Assets" of the Issuer’s Consolidated Financial Statements. Therefore, Consolidated Assets free of any pledge, mortgage or other lien will only be regarded as those assets free of any pledge, mortgage or other real lien voluntarily and conventionally constituted by the issuer less asset balances of derivative financial instruments, taken to cover exchange rate or interest rate risks on financial liabilities and under “Other"Other Current Financial Assets”Assets" and “Other"Other non-current Financial Assets”Assets" of the Issuer’s Consolidated Statement of Financial Statements.

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As of December 31, 2015,2020, this indexratio is 1.64 times

The breakdown of accounts with the respective amounts used for the previous calculation is summarized as follows:1.55 times.

 

As

·Maintain, and in no manner, lose, sell, assign or transfer to a third party, the geographical area currently denominated as the “Metropolitan Region” as a territory franchised to the Issuer in Chile by The Coca-Cola Company, hereinafter also referred to as "TCCC" or the "Licensor" for the development, production, sale and distribution of December 31, 2015,products and brands of said licensor, in accordance to the valuesrespective bottler or license agreement, renewable from time to time. Losing said territory, means the non-renewal, early termination or cancellation of items includedthis license agreement by TCCC, for the geographical area today called "Metropolitan Region". This reason shall not apply if, as a result of the loss, sale, transfer or disposition, of that licensed territory is purchased or acquired by a subsidiary or an entity that consolidates in this restriction are
terms of accounting with the following:

ThCh$

Consolidated assets free of collateral, mortgages or other liens

2,104,901,286

(-)Other non-current financial assets (hedge derivatives)

181,474,306

Consolidated Assets free of pledges, mortgages or other liens (adjusted)

1,923,426,980

Consolidated liabilities payable not guaranteed

1,357,826,724

(-) Other non-current financial assets (hedge derivatives)

181,474,306

Unsecured Consolidated Liabilities Payable (adjusted

1,176,352,418

Issuer.

 

Restrictions regarding bond lines registered in the Securities Registrered under numbers 640 and 641.

As a consequence of our merger with Coca-Cola Polar S.A., Andina became a debtor of the following two bonds placed in the Chilean market in 2010:

·             UF 1.0 million of Series A bonds due 2017, bearing an annual interest of 3.00%. As of December 31, 2015, the balance of outstanding capital is UF 0.5 million.

·             UF 1.5 million of Series C bonds due 2031, bearing an annual interest rate of 4.00%. As of December 31, 2015, the balance of outstanding capital is UF 1.5 million.

Series A and Series C were issued with charge to the Bond Lines registered with the Securities Registrar, under numbers 640 and 641, respectively, both on August 23, 2010.

Regarding Series A and Series C, the Issuer is subject to the following restrictions:

·             Maintain a level of “Net Financial Debt” within its quarterly financial statements that may not exceed 1.5 times, measured over figures included in its consolidated statement of financial position.   To this end, net financial debt shall be defined as the ratio between net financial debt and total equity of the issuer (equity attributable to controlling owners plus non-controlling interest). On its part, net financial debt will be the difference between the Issuer’s financial debt and cash.

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As of December 31, 2015, Net Financial Debt was 0.50 times.

The breakdown of accounts with the respective amounts used for the previous calculation is summarized as follows:

As

·Not lose, sell, assign, or transfer to a third party any other territory of December 31, 2015,Argentina or Brazil, which as of the valuesissuance date of items includedthese instruments is franchised by TCCC to the Issuer for the development, production, sale and distribution of products and brands of such licensor, as long as any of these territories account for more than 40% of the Issuer's Adjusted Consolidated Operating Cash Flow of the audited period immediately before the moment of loss, sale, assignment or transfer. For these purposes, the term "Adjusted Consolidated Operating Cash Flow" shall mean the addition of the following accounting accounts of the Issuer's Consolidated Statement of Financial Position: (i) "Gross Profit" which includes regular activities and cost of sales; less (ii) "Distribution Costs"; less (iii) "Administrative Expenses"; plus (iv) "Participation in this indicatorprofits (losses) of associates and joint ventures that are accounted for using the following:

ThCh$

Cash and cash equivalent

129,160,939

Other current financial assets

87,491,931

Other non-current financial assets

181,491,527

Other current financial liabilities

62,217,688

Other non-current financial liabilities

765,299,344

Total Consolidated Equity

851,534,300

equity method"; plus (v) "Depreciation"; plus (vi) "Intangibles Amortization".

 


·             Maintain consolidated assets free of any pledge, mortgage or other encumbrances for an amount at least equal to 1.30 times of the issuer’s unsecured consolidated liabilities. 

 

Unencumbered assets referRestrictions to the assets that meet the following conditions: are the property of the issuer; classified under Total Assets of the Issuer’s Financial Statements; and that are free of any pledge, mortgage or other liens constituted in favor of third parties, less “Other Current Financial Assets” and “Other Non-Current Financial Assets” of the Issuer’s Financial Statements (to the extent they correspond to asset balances of derivative financial instruments, taken to hedge exchange rate and interest rate risk of the financial liabilities).

Unsecured total liabilities refers to: liabilities from Total Current Liabilities and Total Non-Current Liabilities of Issuer’s Financial Statement which do not benefit from preferences or privileges, less “Other Current Financial Assets” and “Other Non-Current Financial Assets” of the Issuer’s Financial Statements (to the extent they correspond to asset balances of derivative financial instruments, taken to hedge exchange rate and interest rate risk of the financial liabilities).

As of December 31, 2015, this index is 1.64 times.

The breakdown of accounts with the respective amounts used for the previous calculation is summarized as follows:

As of December 31, 2015, the values of items included in this restriction are the following:

ThCh$

Consolidated assets free of collateral, mortgages or other liens

2,104,901,286

(-)Other non-current financial assets (hedge derivatives)

181,474,306

Consolidated Assets free of pledges, mortgages or other liens (adjusted)

1,923,426,980

Consolidated liabilities payable not guaranteed

1,357,826,724

(-) Other non-current financial assets (hedge derivatives)

181,474,306

Unsecured Consolidated Liabilities Payable (adjusted

1,176,352,418

·             Not carry out investments in instruments issued by related parties, nor carry out with these parties any other operations not related to normal business, in conditions that may be more unfavorable to the Issuer regarding those prevailing in the market.

·             Maintain a level of “Financial net coverage” in its quarterly financial statements of more than 3 times. Net financial coverage means the ratio between the Issuer’s Ebitda for the past 12 months and net financial expenses (financial income less financial expenses) of the issuer for the past 12 months.

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However, this restriction will be considered breached when the mentioned net financial coverage level is lower than the level previously indicated during two consecutive quarters.

As of December 31, 2015 Net Financial Coverage level is 6.46 times.

The breakdown of accounts with the respective amounts used for the previous calculation is summarized as follows:

As of December 31, 2015, the values of items included in this indicator are the following:

ThCh$

Consolidated Ebitda between January 1 and December 31, 2015

294,245,756

Consolidated financial income between January 1 and December 31, 2015

10,118,375

Consolidated financial expenses between January 1 and December 31, 2015

55,669,217

Restrictions regarding bond lines registered in the Securities Registrar under numbers 759 and 760number 912.

 

During 2013 and 2014, Andina placed local bonds in the Chilean market. The issuance was structured into two series.

·             Series C outstanding as of December 31, 2015, for a nominal value of up to UF 3 million, of which bonds were placed for a nominal amount of UF1.0 million with final maturity during year 2020 at an annual interest rate of 3.50% issued against line number 759.  Outstanding capital as of December 31, 2015 is UF 1.0 million.

·             Series D and E outstanding at December 31, 2015 for a total nominal value of UF 8 million, of which UF 4 million were placed in bonds during August, 2013 (series D) and UF 3 million during April, 2014 (series E), with final maturity in 2034 and 2035, respectively, issued with charge against line number 760.  The anual interest rates are 3.8% for Series D and 3.75% for Series E. The oustanding capital balance at December 31, 2015 of both series amounts to UF 7.0 million.

Regarding Series C, D and E, the Issuer is subject to the following restrictions:

·             Maintain an indebtedness level where Consolidated Financial Liabilities to Consolidated Equity does not exceed 1.20 times. For these purposes Consolidated Financial Liabilities shall be regarded as Liabilities Receivables accruing interest, namely: (i) other current financial liabilities, plus (ii) other non-current financial liabilities, less (iii) cash and cash equivalent and (iv) other current financial assets, and (v) other non-current financial assets (to the extent they are asset balances of derivative financial instruments, taken to hedge exchange rate or interest rate risks on financial liabilities). Consolidated Equity will be regarded as total equity including non-controlling interest.

·Maintain an indebtedness level where Net Consolidated Financial Liabilities to Consolidated Equity does not exceed 1.20 times. For these purposes Net Consolidated Financial Liabilities shall be regarded as (i) “Other Current Financial Liabilities,” plus (ii) “Other Non-Current Financial Liabilities,” less (iii) the addition of “Cash and Cash Equivalents” plus “Other Current Financial Assets;” plus “Other Non-Current Financial Assets) (to the extent they correspond to asset balances of derivative financial instruments, taken to cover exchange rate and/or interest rate risks on financial liabilities). Consolidated Equity will be regarded as total equity including non-controlling interest.

 

As of December 31, 2015, Indebtedness Level2020, this ratio is 0.50 times of Consolidated Equity

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The breakdown of accounts with the respective amounts used for the previous calculation is summarized as follows:0.51 times.

 

As

·Maintain consolidated assets free of December 31, 2015,any pledge, mortgage or other encumbrances for an amount at least equal to 1.3 times of the valuesissuer’s unsecured consolidated liabilities payable. Unsecured Consolidated Liabilities Payable shall be regarded as the total liabilities, obligations and debts of items includedthe issuer that are not secured by real guarantees on goods and assets of the latter, voluntarily and conventionally constituted by the issuer less the asset balances of derivative financial instruments, taken to cover exchange rate or interest rate risks on financial liabilities under "Other Current Financial Assets" and "Other non-current Financial Assets" of the Issuer’s Consolidated Statement of Financial Position. The following will be considered in this indicaror aredetermining Consolidated Assets: assets free of any pledge, mortgage or other lien, as well as those assets having a pledge, mortgage or real encumbrances that operate solely by law, less asset balances of derivative financial instruments, taken to hedge exchange rate or interest rate risks on financial liabilities under "Other Current Financial Assets" and "Other non-current Financial Assets" of the following:

ThCh$

CashIssuer’s Consolidated Financial Statements. Therefore, Consolidated Assets free of any pledge, mortgage or other lien will only be regarded as those assets free of any pledge, mortgage or other real lien voluntarily and cash equivalent

129,160,939

Other currentconventionally constituted by the issuer less asset balances of derivative financial assets

87,491,931

Other non-current financial assets (hedge derivatives)

181,474,306

Other currentinstruments, taken to cover exchange rate or interest rate risks on financial liabilities

62,217,688

Other and under "Other Current Financial Assets" and "Other non-current financial liabilities

765,299,344

TotalFinancial Assets" of the Issuer’s Consolidated Equity

851,534,300

Statement of Financial Position.

·             Maintain consolidated assets free of any pledge, mortgage or other encumbrances for an amount at least equal to 1.30 times of the issuer’s unsecured consolidated liabilities payable.

Unsecured Consolidated Liabilities Payable shall be regarded as the total liabilities, obligations and debts of the issuer that are not secured by real guarantees on goods and assets of the latter, voluntarily and conventionally constituted by the issuer less the asset balances of derivative financial instruments, taken to cover exchange rate or interest rate risks on financial liabilities under “Other Current Financial Assets” and “Other non-current Financial Assets” of the Issuer’s Consolidated Financial Statements.

The following will be considered in determining Consolidated Assets:  assets free of any pledge, mortgage or other lien, as well as those assets having a pledge, mortgage or real encumbrances that operate solely by law, less asset balances of derivative financial instruments, taken to hedge exchange rate or interest rate risks on financial liabilities under “Other Current Financial Assets” and “Other non-current Financial Assets” of the Issuer’s Consolidated Financial Statements. Therefore, Consolidated Assets free of any pledge, mortgage or other lien will only be regarded as those assets free of any pledge, mortgage or other real lien voluntarily and conventionally constituted by the issuer less asset balances of derivative financial instruments, taken to cover exchange rate or interest rate risks on financial liabilities and under “Other Current Financial Assets” and “Other non-current Financial Assets” of the Issuer’s Consolidated Financial Statements.

 

As of December 31, 2015,2020, this indexratio is 1.641.55 times.

The breakdown of accounts with the respective amounts used for the previous calculation is summarized as follows:

 

As

·Not lose, sell, assign, or transfer to a third party any other territory of December 31, 2015,Argentina or Brazil, which as of the valuesissuance date of items includedlocal bonds Series C, D and E is franchised by TCCC to the Issuer for the development, production, sale and distribution of products and brands of such licensor, as long as any of these territories account for more than 40% of the Issuer's Adjusted Consolidated Operating Cash Flow of the audited period immediately before the moment of loss, sale, assignment or transfer. For these purposes, the term "Adjusted Consolidated Operating Cash Flow" shall mean the addition of the following accounting accounts of the Issuer's Consolidated Statement of Financial Position: (i) "Gross Profit" which includes regular activities and cost of sales; less (ii) "Distribution Costs"; less (iii) "Administrative Expenses"; plus (iv) "Participation in this restrictionprofits (losses) of associates and joint ventures that are accounted for using the following:

ThCh$

Consolidated assets free of collateral, mortgages or other liens

2,104,901,286

(-)Other non-current financial assets (hedge derivatives)

181,474,306

Consolidated Assets free of pledges, mortgages or other liens (adjusted)

1,923,426,980

Consolidated liabilities payable not guaranteed

1,357,826,724

(-) Other non-current financial assets (hedge derivatives)

181,474,306

Unsecured Consolidated Liabilities Payable (adjusted

1,176,352,418

equity method"; plus (v) "Depreciation"; plus (vi) "Intangibles Amortization".

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·             Maintain, and in no manner lose,  sell, assign or transfer to a third party, the geographical area currently denominated as the “Metropolitan Region” as a territory franchised to the Issuer in Chile by The Coca-Cola Company, hereinafter also referred to as “TCCC” or the “Licensor” for the development, production, sale and distribution of products and brands of said licensor, in accordance to the respective bottler or license agreement, renewable from time to time. Losing said territory, means the non-renewal, early termination or cancellation of this license agreement by TCCC, for the geographical area today called “Metropolitan Region”. This reason shall not apply if, as a result of the loss, sale, transfer or disposition, of that licensed territory is purchased or acquired by a subsidiary or an entity that consolidates in terms of accounting with the Issuer.

·             Not lose, sell, assign, or transfer to a third party any other territory of Argentina or Brazil, which as of the issuance date of these instruments is franchised by TCCC to the Issuer for the development, production, sale and distribution of products and brands of such licensor, as long as any of these territories account for more than 40% of the Issuer’s Adjusted Consolidated Operating Cash Flow of the audited period immediately before the moment of loss, sale, assignment or transfer.  For these purposes, the term “Adjusted Consolidated Operating Cash Flow” shall mean the addition of the following accounting accounts of the Issuer’s Consolidated Statement of Financial Position: (i) “Gross Profit” which includes regular activities and cost of sales; less (ii) “Distribution Costs”; less (iii) “Administrative Expenses”; plus (iv) “Participation in profits (losses) of associates and joint ventures that are accounted for using the equity method”; plus (v) “Depreciation”; plus (vi) “Intangibles Amortization”.

 

As of December 31, 20152020 and 2014,2019, the Company complies with all financial collaterals.

 

16.2.6Repurchased bonds

In addition to UF bonds, the Company holds bonds that it has repurchased in full through companies that are included in the consolidation:

Through its subsidiaries, Abisa Corp S.A. (formerly Pacific Sterling), Embotelladora Andina S.A. repurchased its Bonds USA issued on the U.S. Market during the years 2000, 2001, 2002, 2007 and 2008. The entire placement amounted to US$350 million, of which US$200 million are outstanding at December 31, 2013. On December 15, 2014, Embotelladora Andina S.A. rescued US$200 million in outstanding bonds from its subsidiary Abisa Corp S.A., thus since legally debtor and creditor are joined in a single entity, the mentioned bond liability becomes extinguished.

The subsidiary Rio de Janeiro Refrescos Ltda. maintains a liability corresponding to a bond issuance for US $75 million due in December 2020 and semi-annual interest payments. On December 31, 2015 these issues belong to Andina, until December 31, 2012 belong to the subsidiary Abisa Corp S.A., (former Pacific Sterling). On January 1, 2013, Abisa Corp S.A. transferred the totality of this asset to Embotelladora Andina S.A., passing the latter to be the creditor of the above mentioned Brazilian subsidiary. As a result, in these consolidated financial statements the assets and liabilities related to the transaction have been eliminated. In addition, the transaction has been treated as a net investment of the group in the Brazilian subsidiary, consequently the effects of exchange rate differences between the dollar and the functional currency of each one have been recorded in other comprehensive income.

16.3.117.3       Derivative contract obligations.obligations

 

Please see details in Note 21.22.


 

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16.4.117.4.1       Current liabilities for leasing agreements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity

 

Total

 

                Maturity  Total 

Indebted Entity

 

Creditor Entity

 

 

 

Amortization

 

Effective

 

Nomina

 

Up to

 

90 fays to

 

at

 

at

 

Debtor EntityDebtor Entity Creditor Entity  Type of Effective Nominal Up to 90 days to At At 

Name

 

Country

 

Tax,ID

 

Name

 

Country

 

Currency

 

type

 

rate

 

rate

 

90 days

 

1 year

 

12.31.2015

 

12.31.2014

 

 Country Taxpayer ID Name Country Currency Amortization Rate Rate 90 days 1 year 12.31.2020 12.31.2019 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

     ThCh$ ThCh$ ThCh$ ThCh$ 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Santander

 

Brazil

 

Brazilian real

 

Monthly

 

9.65

%

9.47

%

306,220

 

738,064

 

1,044,284

 

1,736,508

 

 Brazil Foreign Cogeração - Light ESCO Brasil BRL Monthly  13.00%  12.28%  166,711   531,815   698,526   839,502 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Citibank

 

Brazil

 

Brazilian real

 

Monthly

 

8.54

%

8.52

%

266,709

 

513,539

 

780,248

 

655,131

 

 Brazil Foreign Tetra Pack Brasil BRL Monthly  7.65%  7.39%  61,617   147,121   208,738   360,854 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Cogeracao Ligth Esco

 

Brazil

 

Brazilian real

 

Monthly

 

13.00

%

12.28

%

120,287

 

292,005

 

412,292

 

605,105

 

 Brazil Foreign Real estate Brasil BRL Monthly  8.20%  8.20%  66,160   117,534   183,694   300,338 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Itaú

 

Brazil

 

Brazilian real

 

Monthly

 

10.21

%

10.22

%

49,611

 

148,832

 

198,443

 

369,895

 

 Brazil Foreign Leão Brasil BRL Monthly  6.56%  6.56%  68,366   200,944   269,310   497,386 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Bradesco

 

Brazil

 

Brazilian real

 

Monthly

 

9.39

%

9.38

%

31,525

 

71,619

 

103,144

 

247,844

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Tetra Pak SRL

 

Argentina

 

Dollars

 

Monthly

 

12.00

%

12.00

%

23,237

 

74,023

 

97,260

 

73,744

 

 Argentina Foreign Tetra Pak SRL Argentina USD Monthly  12.00%  12.00%  20,867   62,602   83,469   132,815 
Embotelladora del Atlántico S.A. Argentina Foreign Banco Comafi Argentina USD Monthly  12.00%  12.00%  31,232   93,695   124,927   88,739 
Embotelladora del Atlántico S.A. Argentina Foreign Real estate Argentina ARS Monthly  50.00%  50.00%  65,656   148,249   213,905   189,320 
Embotelladora del Atlántico S.A. Argentina Foreign Systems Argentina USD Monthly  1.00%  1.00%  20,556   61,671   82,227   1,169,884 
Vital Aguas S.A. Chile 76.389.720-6 Coca Cola del Valle New Ventures S.A. Chile CLP Linear  7.50%  7.50%  289,312   882,152   1,171,464   2,198,998 
Envases Central S.A. Chile 96.705.990-0 Coca Cola del Valle New Ventures S.A. Chile CLP Linear  8.40%  8.40%  565,631   1,724,833   2,290,464   235,699 
Paraguay Refrescos S.A. Paraguay 80.003.400-7 Tetra Pack Ltda. Suc. Py Paraguay PGY Monthly  1.00%  1.00%  55,952   159,680   215,632   - 
Transportes Polar S.A. Chile 96.928.520-7 Cons. Inmob. e Inversiones Limitada Chile UF Monthly  2.89%  2.89%  22,944   69,834   92,778   - 
Embotelladora Andina S.A. Chile 91.144.000-8 Central de Restaurante Aramark Ltda. Chile CLP Monthly  1.30%  1.30%  20,736   62,614   83,350   - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

             Total   5,718,484   6,013,535 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,635,671

 

3,688,227

 

 

The Company maintains lease agreements on forklifts, vehicles, real estate and machinery. These leases have an average life of between one and eight years without including a renewal option in the contracts.


17.4.2        Non-current 16.4.2  Non-Current liabilities for leasing agreements, December 31, 2015non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity

 

 

 

Indebted Entity

 

Creditor Entity

 

 

 

Amortization

 

Effective

 

Nominal

 

1 year to

 

2 years to

 

3 years to

 

4 years to

 

more

 

at

 

Name

 

Country

 

Tax,ID

 

Name

 

Type

 

Currency

 

type

 

rate

 

rate

 

2 years

 

3 years

 

4 years

 

5 years

 

5 years

 

12.31.2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Cogeracao Ligth Esco

 

Brazil

 

Brazilian real

 

Monthly

 

13.00

%

12.28

%

1,940,324

 

2,799,686

 

 

 

10,457,637

 

15,197,647

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Santander

 

Brazil

 

Brazilian real

 

Monthly

 

9.65

%

9.47

%

437,913

 

84,568

 

 

 

 

522,481

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Itaú

 

Brazil

 

Brazilian real

 

Monthly

 

10.21

%

10.22

%

327,205

 

 

 

 

 

327,205

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Citibank

 

Brazil

 

Brazilian real

 

Monthly

 

8.54

%

8.52

%

269,316

 

245,255

 

 

 

 

514,571

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Bradesco

 

Brazil

 

Brazilian real

 

Monthly

 

9.39

%

9.38

%

7,226

 

 

 

 

 

7,226

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Tetra Pak SRL

 

Argentina

 

Dollars

 

Monthly

 

12.00

%

12.00

%

488,074

 

 

 

 

 

488,074

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

17,057,204

 

                Maturity    

Debtor Entity

 Creditor Entity   Amortization Effective  Nominal  1 year to  2 years to  3 years to  4 years to  More
than
  

At

 
Name Country Taxpayer ID Name Country Currency Type Rate  Rate  

2 years 

  

3 years 

  

4 years 

  

5 years 

  

5 years 

  

12.31.2020 

 
                    ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$ 
Rio de Janeiro Refrescos Ltda. Brazil Foreign Cogeração - Light ESCO Brazil BRL Monthly  13.0%  12.28%  789,334   891,946   1,007,901   1,138,928   4,827,833   8,655,942 
Rio de Janeiro Refrescos Ltda. Brazil Foreign Tetra Pack| Brazil BRL Monthly  7.65%  7.39%  95,856   -   -   -   -   95,856 
Rio de Janeiro Refrescos Ltda. Brazil Foreign Real estate Brazil BRL Monthly  8.20%  8.20%  72,906   32,980   23,547   -   -   129,433 
Rio de Janeiro Refrescos Ltda. Brazil Foreign Leão Alimentos e Bebidas Ltda. Brazil BRL Monthly  6.56%  6.56%  261,577   249,681   243,911   225,680   51,007   1,031,856 
Embotelladora del Atlántico S.A. Argentina Foreign Banco Comafi Argentina USD Monthly  12.00%  12.00%  -   20,867   -   -   -   20,867 
Embotelladora del Atlántico S.A. Argentina Foreign Tetra Pak SRL Argentina USD Monthly  12.00%  12.00%  -   249,854   -   249,854   72,874   572,582 
Embotelladora del Atlántico S.A. Argentina Foreign Real estate Argentina ARS Monthly  50.00%  50.00%  -   128,930   -   -   -   128,930 
Embotelladora del Atlántico S.A. Argentina Foreign Real estate Argentina ARS Monthly  50.00%  50.00%  -   95,931   -   -   -   95,931 
Vital Aguas S.A. Chile 76.572.588-7 Coca Cola del Valle New Ventures S.A. Chile CLP Monthly  8.20%  8.20%  1,107,140   -   -   -   -   1,107,140 
Envases Central S.A. Chile 76.572.588-7 Coca Cola del Valle New Ventures S.A. Chile CLP Monthly  9.00%  9.00%  2,967,864   -   -   -   -   2,967,864 
Paraguay Refrescos S.A. Paraguay 80.003.400-7 Tetra Pack Ltda. Suc. Py Paraguay PGY Monthly  1.00%  1.00%  -   163,635   -   -   -   163,635 
Transportes Polar S.A. Chile 76.413.243-2 Cons. Inmob. e Inversiones Limitada Chile UF Monthly  2.89%  2.89%  -   193,789   -   161,551   -   355,340 
Embotelladora Andina S.A. Chile 76.178.360-2 Central de Restaurante Aramark Ltda. Chile CLP Monthly  1.30%  1.30%  -   13,997   -   -   -   13,997 
                                       Total   15,339,373 

 

F-17.4.3        Non-current 86



Table of Contents

16.4.2  Non-Current liabilities for leasing agreements December 31, 2014(previous year)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity

 

 

 

             Maturity    

Indebted Entity

 

Creditor Entity

 

 

 

Amortization

 

Effective

 

Nominal

 

1 year to

 

2 years to

 

3 years to

 

4 years to

 

more

 

at

 

Debtor EntityDebtor Entity Creditor Entity   Amortization Effective  Nominal  1 year to  2 years to  3 years to  4 years to  More than  At 

Name

 

Country

 

Tax,ID

 

Name

 

Type

 

Currency

 

type

 

rate

 

rate

 

2 years

 

3 years

 

4 years

 

5 years

 

5 years

 

12.31.2014

 

 Country Taxpayer ID Name Country Currency Type Rate  Rate  2 years  3 years  4 years  5 years  5 years  12.31.2019 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

                ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Itaú

 

Brazil

 

Brazilian real

 

Monthly

 

10.21

%

10.22

%

479,460

 

 

 

 

 

479,460

 

 Brazil Foreign Cogeração - Light ESCO Brazil BRL Monthly  13.0%  12.28%  948,466   1.071.766   1.211.096   1.368.538   8.101.730   12.701.596 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Santander

 

Brazil

 

Brazilian real

 

Monthly

 

9.65

%

9.47

%

18,881

 

 

 

 

 

18,881

 

 Brazil Foreign Tetra Pack Brazil BRL Monthly  7.65%  7.39%  271,264   111.005   -   -   -   382.269 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Cogeracao Ligth Esco

 

Brazil

 

Brazilian real

 

Monthly

 

13.00

%

13.00

%

1,945,291

 

1,945,291

 

1,945,291

 

1,945,291

 

11,939,924

 

19,721,088

 

 Brazil Foreign Real estate Brazil BRL Monthly  8.20%  8.20%  97,784   9.144   -   -   -   106.928 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Alfa

 

Brazil

 

Brazilian real

 

Monthly

 

13.00

%

13.00

%

43,401

 

 

 

 

 

43,401

 

 Brazil Foreign Leão Alimentos e Bebidas Ltda. Brazil BRL Monthly  6.56%  6.56%  365,671   355.172   339.020   331.185   375.688   1.766.736 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Bradesco

 

Brazil

 

Brazilian real

 

Monthly

 

13.06

%

13.06

%

125,635

 

 

 

 

 

125,635

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Citibank

 

Brazil

 

Brazilian real

 

Monthly

 

12.70

%

12.70

%

786,477

 

 

 

 

 

786,477

 

Rio de Janeiro Refrescos Ltda.

 

Brazil

 

Foreign

 

Banco Santander

 

Brazil

 

Brazilian real

 

Monthly

 

12.68

%

12.68

%

1,306,378

 

 

 

 

 

1,306,378

 

Embotelladora del Atlántico S.A.

 

Argentina

 

Foreign

 

Tetra Pak SRL

 

Argentina

 

Dollars

 

Monthly

 

12.00

%

12.00

%

500,101

 

 

 

 

 

500,101

 

 Argentina Foreign Tetra Pak SRL Argentina USD Monthly  12.00%  12.00%  -   398.442   -   343.104   -   741.546 
Embotelladora del Atlántico S.A. Argentina Foreign Banco Comafi Argentina USD Monthly  12.00%  12.00%  -   110.924   -   -   -   110.924 
Embotelladora del Atlántico S.A. Argentina Foreign Real estate Argentina ARS Monthly  50.00%  50.00%  -   55.222   -   -   -   55.222 
Vital Aguas S.A. Chile 76.572.588-7 Coca Cola del Valle New Ventures S.A. Chile CLP Monthly  8.20%  8.20%  2,242,278   -   -   -   -   2.242.278 
Envases Central S.A. Chile 76.572.588-7 Coca Cola del Valle New Ventures S.A. Chile CLP Monthly  9.0%  9.0%  4,947,745   -   -   -   -   4.947.745 
Paraguay Refrescos S.A. Paraguay 80.003.400-7 Tetra Pack Ltda. Suc. Py Paraguay PGY Monthly  1.00%  1.00%  399,456   -   -   -   -   399.456 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                      Total    23.454.700 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

22,981,421

 

 

F-87



Table of ContentsLeasing agreement obligations are not subject to financial restrictions for the reported periods.

 


NOTE 17 —   18 – TRADE AND OTHER CURRENT ACCOUNTS PAYABLE

 

a)Trade and other current accounts payable are detailed as follows:

 

Item

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

Trade accounts payable

 

167,492,719

 

172,506,301

 

Withholdings tax

 

35,009,855

 

47,459,313

 

Accounts payable Inamar Ltda. (1)

 

7,784,836

 

 

Others

 

11,542,182

 

9,429,932

 

Total

 

221,829,592

 

229,395,546

 

 

 

 

 

 

 

Current

 

212,526,368

 

228,179,112

 

Non-current

 

9,303,224

 

1,216,434

 

Total

 

221,829,592

 

229,395,546

 

Classification 12.31.2020  12.31.2019 
  ThCh$  ThCh$ 
Current  230,445,809   243,700,553 
Non-current  295,279   619,587 
Total  230,741,088   244,320,140 

 

Item 12.31.2020  12.31.2019 
  ThCh$  ThCh$ 
Trade accounts payable  163,361,078   172,142,472 
Withholding tax  48,566,443   53,326,254 
Others  18,813,567   18,851,414 
Total  230,741,088   244,320,140 

b)             The Company maintains commercial lease agreements for forklifts, vehicles, properties and machinery.  These lease agreements have an average duration of one to five years excluding renewal options. No restrictions exist with respect to the lessee by virtue of these lease agreements.

 

Future payments19 – OTHER PROVISIONS, CURRENT AND NON-CURRENT

19.1       Balances

The composition of the Company´s operating leases areprovisions is as follows:

 

Detail 12.31.2020  12.31.2019 
  ThCh$  ThCh$ 
Litigation (1)  50,070,273   69,107,550 
Total  50,070,273   69,107,550 
         
Current  1,335,337   2,068,984 
Non-current  48,734,936   67,038,566 
Total  50,070,273   69,107,550 

(1)

12.31.2015

ThCh$

Maturity within one year

6,602,883

Maturity long-term

2,064,377

Total

8,667,260

Correspond to the provision made for the probable losses of fiscal, labor and commercial contingencies, based on the opinion of our legal advisors, according to the following detail:

 

Total expenses related to operating leases maintained by the Company as of December 31, 2015 and 2014 amounted to ThCh$6,604,204 and ThCh$4,915,222 respectively.

Detail (see note 23.1) 12.31.2020  12.31.2019 
  ThCh$  ThCh$ 
Tax contingencies  25,543,101   38,853,059 
Labor contingencies  8,688,551   10,569,754 
Civil contingencies  15,838,621   19,684,737 
Total  50,070,273   69,107,550 

 


F-72

(1)         On December 3, 2015 a land was purchased from Industrias Metalurgicas Inamar Ltda. for an amount of ThCh$ 17,292,040 equivalent to 675,000 UFs, of which there is a balance payable of ThCh$7,784,836 equivalent to 303.750 UFs. Such balance payable will be paid in one installment maturing in 30 more months. To guarantee the payment of this obligation the land has been mortgaged to in favor of Industrias Metalurgicas Inamar Ltda.

 

F-88



Table of Contents

 

NOTE 18 —  CURRENT AND NON-CURRENT PROVISIONS 

 

18.1Balances19.2       Movements

 

The balancesmovement of principal provisions recorded by the Company at December 31, 2015 and 2014 are detailed as follows:

Description

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

Litigation (1)

 

64,301,817

 

77,812,345

 

Total

 

64,301,817

 

77,812,345

 

 

 

 

 

 

 

Current

 

326,093

 

365,832

 

Non-current

 

63,975,724

 

77,446,513

 

Total

 

64,301,817

 

77,812,345

 


(1)             Corresponds to the provision for probable fiscal, labor and trade contingency losses based on the opinion of our legal advisors, according to the following breakdown:

Detail (see note 22.1)

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

Tax Contingencies

 

54,208,233

 

68,750,633

 

Labor Contingencies

 

5,774,453

 

4,671,795

 

Civil Contingencies

 

4,319,131

 

4,389,917

 

Total

 

64,301,817

 

77,812,345

 

F-89



Table of Contents

18.2Movements

Movement of provisionsover litigation is detailed as follows:

 

Detail 12.31.2020 12.31.2019 

 

12.31.2015

 

12.31.2014

 

 ThCh$ ThCh$ 

Description

 

Litigation

 

Others

 

Total 

 

Litigation

 

Others

 

Total 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Opening Balance at January

 

77,812,345

 

 

77,812,345

 

77,812,294

 

 

77,812,294

 

Opening balance as of January 1  69,107,550   62,452,526 

Additional provisions

 

243,330

 

 

243,330

 

 

 

 

  172,801   121,003 

Increase (decrease) in existing provisions

 

1,893,402

 

 

1,893,402

 

1,064,399

 

 

1,064,399

 

Increases (decrease) in existing provisions (*)  4,624,789   17,336,285 

Payments

 

343,359

 

 

343,359

 

(2,403,975

)

 

(2,403,975

)

  (5,799,209)  (14,977,996)

Reverse unused provision

 

(182,670

)

 

(182,670

)

 

 

 

Reversal of unused provision  -   3,551,223 

Increase (decrease) due to foreign exchange differences

 

(15,807,949

)

 

(15,807,949

)

1,339,627

 

 

1,339,627

 

  (18,035,658)  624,509 

Total

 

64,301,817

 

 

64,301,817

 

77,812,345

 

 

77,812,345

 

  50,070,273   69,107,550 

 

(*) During 2019, reversal of provisions consisting of fines demanded by the Brazilian tax authority on the use of tax credits resulting from favorable sentencing to Rio de Janeiro Refrescos Ltda. which are not present in 2020.

NOTE 19 —   20OTHER CURRENT AND NON-CURRENT NON-FINANCIAL LIABILITIES

 

Other current and non-current liabilities at each reporting period end are detailed as follows:

 

Description

 

12.31.2015

 

12.31.2014

 

 

 

ThCh$

 

ThCh$

 

Minimum dividend

 

 

695,729

 

Dividend payable

 

17,093,596

 

9,164,842

 

Other

 

714,538

 

2,192,222

 

Total

 

17,808,134

 

12,052,793

 

 

 

 

 

 

 

Current

 

17,565,643

 

11,620,303

 

Non-current

 

242,491

 

432,490

 

Total

 

17,808,134

 

12,052,793

 

  Current  Non-Current 
Description 12.31.2020  12.31.2019  12.31.2020  12.31.2019 
  ThCh$  ThCh$  ThCh$  ThCh$ 
Dividends payable  25,999,055   22,639,150   -   - 
Others (1)  2,267,675   3,863,065   21,472,048   - 
Total  28,266,730   26,502,215   21,472,048   - 

 

F-90



Table of Contents

(1)Other non-current corresponds mainly to accounts payable to former shareholders of Companhia de Bebidas Ipiranga (“CBI”). See Note 6 for further information.

 

NOTE 20 —   21 – EQUITY

 

20.1Paid-in capital21.1        Number of shares:

  Number of shares subscribed at nominal value Number of shares paid in Number of voting shares 
 
Series 2020 2019 2020 2019 2020 2019 
A 473,289,301 473,289,301 473,289,301 473,289,301 473,289,301 473,289,301 
B 473,281,303 473,281,303 473,281,303 473,281,303 473,281,303 473,281,303 


 

 

On August 21, 2013 saw the decline of paid capital as of right for not having alienated third 67 shares of Series A and 8,065 Series B shares, which the Company acquired in 2012, to shareholders exercised their right to retire when it was merged with Embotelladoras Coca-Cola Polar S.A, thus passing the capital paid a total of ThCh $ 270,759,299 to a total of ThCh$ 270,737,574.21.1.1       Equity:

 

The paid-in capital of the Company totaled ThCh$270,737,574 as of December 31, 2015, 2014 and 2013. The distribution and classification is detailed as follows:

  Subscribed Capital  Paid-in capital 
Series 2020  2019  2020  2019 
  ThCh$  ThCh$  ThCh$  ThCh$ 
A  135,379,504   135,379,504   135,379,504   135,379,504 
B  135,358,070   135,358,070   135,358,070   135,358,070 
Total  270,737,574   270,737,574   270,737,574   270,737,574 

 

20.1.1Number of shares:

 

 

Number of shares subscribed

 

Number of shares paid in

 

Number of voting shares

 

Series

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

A

 

473,289,301

 

473,289,301

 

473,289,301

 

473,289,301

 

473,289,301

 

473,289,301

 

473,289,301

 

473,289,301

 

473,289,301

 

B

 

473,281,303

 

473,281,303

 

473,281,303

 

473,281,303

 

473,281,303

 

473,281,303

 

473,281,303

 

473,281,303

 

473,281,303

 

20.1.2Equity:

 

 

Subscribed Capital

 

Paid-in capital

 

Series

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

A

 

135,379,504

 

135,379,504

 

135,379,504

 

135,379,504

 

135,379,504

 

135,379,504

 

B

 

135,358,070

 

135,358,070

 

135,358,070

 

135,358,070

 

135,358,070

 

135,358,070

 

Total

 

270,737,574

 

270,737,574

 

270,737,574

 

270,737,574

 

270,737,574

 

270,737,574

 

20.1.321.1.2        Rights of each series:series:

 

·                                          Series A : Elect 12 of the 14 Directors

·                                          Series B : Receives an additonal 10% of dividends distributed to Series A and elects 2 of the 14 Directors.

·Series A: Elects 12 of the 14 Directors.
·Series B: Receives an additional 10% of dividends distributed to Series A and elects 2 of the 14 Directors.

 

20.221.2       Dividend policy

 

According to Chilean law, cash dividends must be paid equal to at least 30% of annual net profit, barring a unanimous vote by shareholders to the contrary. If there is no net profit in a given year, the Company will not be legally obligated to pay dividends from retained earnings. At the ordinary Shareholders’ Meeting held in April 2015,2020, the shareholders agreed to pay out of the 20142019 earnings area final dividend and another additional dividend to complete the 30% required by theChile’s Law 18,046 which was paid in August 2015.18,046.

 

Pursuant to Circular Letter N° 1,945 of the Chilean Superintendence of Securities and InsuranceFinancial Market Commission (CMF) dated September 29, 2009, the Company’s Board of Directors decided to maintain the initial adjustments from adopting IFRS as retainedaccumulated earnings for future distribution.

 

F-91



Table of Contents

Retained earnings at the date of IFRS adoption amounted to ThCh$ 19,260,703, of which ThCh$ 8,893,477 have been realized at December 31, 2015 and are available for distribution as dividends in accordance with the following:

 

 

Event when
amount is

 

Amount of
accumulated
earnings at
01.01.2009

 

Realized at
12.31.2015

 

Amount of
accumulated
earnings at
12.31.2015

 

Description

 

realized

 

ThCh$

 

ThCh$

 

ThCh$

 

Revaluation of assets parent Company

 

Sale or impairment

 

14,800,384

 

(11,665,431

)

3,134,953

 

Foreign currency translation differences of investments in related companies and subsidiaries

 

Sale or impairment

 

4,653,301

 

2,264,615

 

6,917,916

 

Full absorption cost accounting parent Company

 

Sale of products

 

305,175

 

(305,175

)

 

Post-employment benefits actuarial calculation parent Company

 

Termination of employees

 

946,803

 

(578,547

)

368,256

 

Deferred taxes complementary accounts parent Company

 

Amortization

 

(1,444,960

)

1,391,061

 

(53,899

)

Total

 

 

 

19,260,703

 

(8,893,477

)

10,367,226

 

The dividends declared and paid during 2015, 2014 and 2013per share are presented below:

Dividend payment date

 

Dividend type

 

Profits imputable
to dividends

 

Ch$ per
Series A
Share

 

Ch$ per Series
B Share

 

2013

 

May

 

Additional

 

2012

 

12,30

 

13,53

 

2013

 

June

 

Interim

 

2013

 

12,30

 

13,53

 

2013

 

Novembre

 

Additional

 

2012

 

47,00

 

51,70

 

2013

 

December

 

Interim

 

2013

 

13,10

 

14,41

 

2014

 

May

 

Additional

 

Retained Earnings

 

12,37

 

13,61

 

2014

 

May

 

Final

 

2013

 

1,46

 

1,61

 

2014

 

August

 

Additional

 

Retained Earnings

 

12,37

 

13,61

 

2014

 

October

 

Interim

 

2014

 

13,10

 

14,41

 

2015

 

January

 

Interim

 

2014

 

9,00

 

9,90

 

2015

 

May

 

Final

 

2014

 

15,00

 

16,50

 

2015

 

August

 

Additional

 

Retained Earnings

 

15,00

 

16,50

 

2015

 

October

 

Interim

 

2015

 

15,00

 

16,50

 

2015

 

December (*)

 

Interim

 

2015

 

17,00

 

18,70

 

Periods Dividend type Profits imputable to dividends Ch$ per Series A Share Ch$ per Series B Share 
 
2018 January Interim 2017 Earnings 21,50 23,65 
2018  May Final 2017 Earnings 21,50 23,65 
2018  August Additional Accumulated Earnings 21,50 23,65 
2018 October Interim 2018 Earnings 21,50 23,65 
2019 January Interim 2018 Earnings 21,50 23,65 
2019 May Final 2018 Earnings 21,50 23,65 
2019 August Additional Accumulated Earnings 21,50 23,65 
2019 October Interim 2019 Earnings 21,50 23,65 
2020 January Interim 2019 Earnings 22,60 24,86 
2020 May Final 2019 Earnings 26.00 28.60 
2020 August Additional Accumulated Earnings 26.60 28.60 
2020 November Interim 2020 Earnings 26.60 28.60 
2021 January Interim 2020 Earnings 26.60 28.60 

 



(*)As of December 31, 2015 this dividend is yet to be paid and in accordance to the agreements of the Board of Directors held during December 2015, will be available to shareholders beginning January 28, 2016. 

 

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20.321.3       Other Reserves

 

The balance of other reserves includeincludes the following:

 

Description

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 12.31.2020  12.31.2019  12.31.2018 

 

ThCh$

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ ThCh$ 

Polar acquisition

 

421,701,520

 

421,701,520

 

421,701,520

 

  421,701,520   421,701,520   421,701,520 

Foreign currency translation reserves

 

(167,447,157

)

(53,285,698

)

(81,527,711

)

  (517,496,486)  (339,076,340)  (306,674,528)

Cash flow hedge reserve

 

27,087,214

 

6,125,615

 

2,258,144

 

  (24,719,533)  (14,850,683)  (13,668,932)

Reserve for employee benefit actuarial gains or losses

 

(1,796,285

)

(1,237,993

)

(1,128,824

)

  (4,663,193)  (2,230,752)  (1,954,077)

Legal and statutory reserves

 

5,435,538

 

5,435,538

 

5,435,538

 

  5,435,538   5,435,538   5,435,538 
Other  6,014,568   6,014,568   6,014,568 

Total

 

284,980,830

 

378,738,982

 

346,738,667

 

  (113,727,586)  76,993,851   110,854,089 

 

20.3.121.3.1       Polar acquisition

 

This amount corresponds to the difference between the valuation at fair value of the issuance of shares of Embotelladora Andina S.A., used to acquire and the book value of the paid capital of Embotelladoras Coca-Cola Polar S.A..S-A., which was finally the value of the capital increase notarized in legal terms.

 

20.3.221.3.2       Cash flow hedge reserve

 

They arise from the fair value of the existing derivative contracts that have been qualified for hedge accounting at the end of each financial period. When contracts are expired, these reserves are adjusted and recognized in the income statement in the corresponding period (see Note 21)22).

 

20.3.321.3.3       Reserve for employee benefit actuarial gains or losses

 

Corresponds to the restatement effect of employee benefits actuarial losses that according to IAS 19 amendments must be carried to other comprehensive income.

 

F-75

20.3.4 

21.3.4       Legal and statutory reserves

 

In accordance with Official Circular No. 456 issued by the Chilean Superintendence of Securities and Insurance,Financial Market Commission (CMF), the legally required price-level restatement of paid-in capital for 2009 is presented as part of other equity reserves and is accounted for as a capitalization from Other Reserves with no impact on net income or retained earnings under IFRS. This amount totaled ThCh$CLP 5,435,538 atthousand as of December 31, 2009.

 

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Table of Contents

20.3.521.3.5       Foreign currency translation reserves

 

This corresponds to the conversion of the financial statements of foreign subsidiaries whose functional currency is different from the presentation currency of the consolidated financial statements.Consolidated Financial Statements. Additionally, exchange differences between accounts receivable kept by the companies in Chile with foreign subsidiaries are presented in this account, which have been treated as investment equivalents accounted for using the equity method. A breakdown of translationmethod, Translation reserves is presented below:are detailed as follows:

 

Description

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

Details 12.31.2020 12.31.2019 12.31.2018 

 

ThCh$

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ ThCh$ 

Brazil

 

(88,444,294

)

(30,861,504

)

(36,125,708

)

  (187,071,599)  (102,922,548)  (99,990,343)

Argentina

 

(84,913,998

)

(56,273,418

)

(46,087,935

)

  (291,332,402)  (246,415,922)  (201,118,180)

Paraguay

 

21,728,456

 

41,657,749

 

8,586,782

 

  (22,506,692)  6,133,700   8,623,849 

Exchange rate differences in related companies

 

(15,817,321

)

(7,808,525

)

(7,900,850

)

  (16,585,793)  4,128,430   (14,189,854)

Total

 

(167,447,157

)

(53,285,698

)

(81,527,711

)

  (517,496,486)  (339,076,340)  (306,674,528)

 

The movement of this reserve for the fiscal periods ended December 31, 2015, 2014 and 2013 respectivelyon the dates indicated below, is detailed as follows:

 

Description

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

Details 12.31.2020 12.31.2019 12.31.2018 

 

ThCh$

 

ThCh$

 

ThCh$

 

 ThCh$ ThCh$ ThCh$ 

Brazil

 

(57,582,790

)

5,264,204

 

(9,220,656

)

  (104,863,274)  15,386,079   (10,313,069)

Argentina

 

(28,640,580

)

(10,185,483

)

(16,638,937

)

  (44,916,480)  (45,297,742)  (72,770,068)

Paraguay

 

(19,929,293

)

33,070,967

 

8,562,534

 

  (28,640,392)  (2,490,149)  13,486,181 

Exchange rate differences in related companies

 

(8,008,796

)

92,325

 

(675,107

)

  -   -   - 

Total

 

(114,161,459

)

28,242,013

 

(17,972,166

)

  (178,420,146)  (32,401,812)  (69,596,956)

 

F-21.3.6       94



TableConsolidated statements of Contentscomprehensive income

 

The detail of the comprehensive income and expense for the periods ended on the dates indicated below, is detailed as follows:

  Gross Balance  Tax  Net Balance 
Cash Flow for hedge (1)  (12,203,755)  2,334,037   (9.869.718)
Exchange rate translation differences (1)  (264,119,093)  84,571,922   (179.547.171)
Benefit relate to defined benefit plans  (3,146,362)  849,518   (2.296.844)
Total Comprenhensive income as of December 31, 2020  (279.469.210)  87.755.477   (191.713.733)

  Gross Balance  Tax  Net Balance 
Cash Flow for hedge (1)  (1,865,233)  683,482   (1,181,751)
Exchange rate translation differences (1)  (41,844,584)  9,295,546   (32,549,038)
Benefit relate to defined benefit plans  (379,007)  102,332   (276,675)
Total Comprenhensive income as of December 31, 2019  (44,088,824)  10,081,360   (34,007,464)

F-76

20.4Non-controlling interests 

  Gross Balance  Tax  Net Balance 
Cash Flow for hedge (1)  (13,151,841)  2,554,551   (10,597,290)
Exchange rate translation differences (1)  (72,455,525)  2,476,204   (69,979,321)
Benefit relate to defined benefit plans  (63,463)  16,184   (47,279)
Total Comprenhensive income as of December 31, 2018  (85,670,829)  5,046,939   (80,623,890)

(1)These concepts will be reclassified to the statements of income when it is settled,

The movement of comprehensive income and expense is as follows:

As of December 31, 2020: 

Cash Flow

Hedge

  Exchange rate Differences  Benefit related to defines
benefit plans
 
  M$  M$  M$ 
Increase (decrease)  (11,029,171)  (264,119,093)  (3,338,354)
Deferred taxes  2,029,363   84,571,923   901,356 
Reclassification to the result by function  (869,910)  -   140,1536 
Reclassification of deferred taxes related to other reserves  -   -   - 
Total Changes in Equity  (9,869,718)  (179,547,170)  (2,296,845)
Majority Equity holders  (9,686,850)  (178,420,146)  (2,432,441)
Non-Controlling interests  (868)  (1,127,024)  135,596 
Total Changes in equity as of December 31, 2020  (9,869,718)  (179,547,170)  (2,296,845)

As of December 31, 2019: 

Cash Flow

Hedge

  Exchange rate Differences  Benefit related
to defines
benefit plans
 
  M$  M$  M$ 
Increase (decrease)  (1,724,004)  (41,844,584)  53,511 
Deferred taxes  340,835   9,295,546   (14,448)
Reclassification to the result by function  118,779   -   (432,518)
Reclassification of deferred taxes related to other reserves  82,639   -   116,780 
Total Changes in Equity  (1,181,751)  (32,549,038)  (276,675)
Major Equity holders  (1,181,751)  (32,401,812)  (276,675)
Non-Controlling interests  -   (147,226)  - 
Total Changes in equity as of December 31, 2019  (1,181,751)  (32,549,038)  (276,675)

As of December 31, 2018: 

Cash Flow

Hedge

  Exchange rate Differences  Benefit related to defines
benefit plans
 
  M$  M$  M$ 
Increase (decrease)  (63,699,788)  (72,455,525)  (334,508)
Deferred taxes  20,217,065   2,476,204   89,366 
Reclassification to the result by function  48,415,956   -   271,045 
Reclassification of deferred taxes related to other reserves  (15,530,523)  -   (73,182)
Total Changes in Equity  (10,597,290)  (69,979,321)  (47,279)
Major Equity holders  (10,597,290)  (69,592,296)  (43,150)
Non-Controlling interests  -   (387,025)  (4,129)
Total Changes in equity as of December 31, 2018  (10,597,290)  (69,979,321)  (47,279)

F-77

21.4 Non-controlling interests

 

This is the recognition of the portion of equity and income from subsidiaries that are owned by third parties, Details of thisparties. This account at December 31, 2015, 2014 and 2013 areis detailed as follow:follows:

 

 

 

Non-controlling Interests

 

 

 

Percentage %

 

Shareholders Equity

 

Income

 

Details

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Embotelladora del Atlántico S.A.

 

0.0171

 

0.0171

 

0.0171

 

14,484

 

13,181

 

13,118

 

5,262

 

2,014

 

2,692

 

Andina Empaques Argentina S.A.

 

0.0209

 

0.0209

 

0.0209

 

2,220

 

2,093

 

1,760

 

798

 

536

 

406

 

Paraguay Refrescos S.A.

 

2.1697

 

2.1697

 

2.1697

 

5,522,797

 

5,996,843

 

5,051,217

 

406,211

 

400,771

 

287,112

 

Inversiones Los Andes Ltda.

 

 

 

0.0001

 

 

 

51

 

 

 

 

Vital S.A.

 

35.0000

 

35.0000

 

35.0000

 

8,891,548

 

8,910,290

 

9,216,505

 

(4,556

)

(286,878

)

502,397

 

Vital Aguas S.A.

 

33.5000

 

33.5000

 

33.5000

 

1,967,652

 

1,948,634

 

1,913,632

 

50,933

 

21,517

 

115,774

 

Envases Central S.A.

 

40.7300

 

40.7300

 

40.7300

 

4,661,764

 

4,832,197

 

4,567,226

 

(224,206

)

179,243

 

376,163

 

Andina Inversiones Societarias S.A.

 

 

 

0.0001

 

 

 

37

 

 

 

2

 

Total

 

 

 

 

 

 

 

21,060,465

 

21,703,238

 

20,763,546

 

234,442

 

317,203

 

1,284,546

 

  Non-controlling Interests 
  Ownership %  Shareholders’ Equity  Income 
 Details 2020  2019  2018  

December

2020

  

December

2019

  

December

2018

  

December

2020

  

December

2019

  

December

2018

 
           ThCh$  ThCh$  ThCh$  ThCh $  ThCh $  ThCh $ 
Embotelladora del Atlántico S,A,  0,0171   0,0171   0,0171   23,662   26,342   23,260   2,312   4,183   3,633 
Andina Empaques Argentina S,A,  0,0209   0,0209   0,0209   2,349   2,290   2,113   244   409   96 
Paraguay Refrescos S,A,  2,1697   2,1697   2,1697   5,037,332   5,368,470   5,378,074   791,576   622,188   556,112 
Vital S,A,  35,0000   35,0000   35,0000   8,176,999   7,904,741   7,674,785   285,269   263,442   271,063 
Vital Aguas S,A,  33,5000   33,5000   33,5000   1,912,023   1,803,884   1,986,493   109,110   105,870   36,696 
Envases Central S,A,  40,7300   40,7300   40,7300   5,227,112   5,148,531   4,836,892   (70,996)  528,205   (20,225)
Total              20,379,477   20,254,258   19,901,617   1,117,515   1,524,297   847,375 

 

20.5Earnings per shareThe following tables presents summarized information regarding the Company´s subsidiaries owned by third parties:

December 31,2020 

Embotelladora

Del Atlantico

S.A.

  

Andina

Empaques

Argentina

S.A.

  

Paraguay

Refrescos

S.A.

  

Vital Jugos

S.A.

  

Vital Aguas

S.A.

  

Envases

Central S.A.

 
Total current assets  65,077,621   6,212,726   44,658,550   21,175,722   3,798,228   15,600,566 
Total non-current assets  140,891,069   8,247,288   226,241,150   14,306,662   7,297,306   18,205,899 
Total current liabilities  56,982,545   2,733,092   24,337,015   11,812,384   3,897,100   13,908,411 
Total non-current liabilities  10,226,241   491,364   14,399,594   307,146   1,490,904   7,064,568 
Net sales  309,936,060   15,148,572   157,152,584   42,955,659   12,929,160   62,267,424 
Net Income  13,386,097   1,168,507   36,482,572   815,053   325,700   (174,313)

December 31,2019 

Embotelladora

Del Atlantico

S.A.

  

Andina

Empaques

Argentina

S.A.

  

Paraguay

Refrescos

S.A.

  

Vital Jugos

S.A.

  

Vital Aguas

S.A.

  

Envases

Central S.A.

 
Total current assets  73,309,861   4,350,074   41,266,559   18,534,272   5,266,575   16,265,862 
Total non-current assets  160,885,628   9,433,294   248,309,451   15,475,979   8,527,624   20,903,184 
Total current liabilities  66,987,371   2,212,255   25,990,081   11,150,695   5,794,282   18,732,369 
Total non-current liabilities  12,732,620   618,031   16,161,177   274,583   2,615,188   5,796,119 
Net sales  384,856,368   18,509,124   158,892,010   46,818,385   18,201,656   70,633,817 
Net Income  24,531,815   1,954,024   28,675,727   752,692   316,031   1,296,840 

December 31,2018 

Embotelladora

Del Atlantico

S.A.

  

Andina

Empaques

Argentina

S.A.

  

Paraguay

Refrescos

S.A.

  

Vital Jugos

S.A.

  

Vital Aguas

S.A.

  

Envases

Central S.A.

 
Total current assets  78,222,876   4,329,932   37,309,706   16,005,424   4,616,490   13,737,336 
Total non-current assets  156,224,157   9,251,880   248,751,791   16,969,708   5,287,639   12,239,333 
Total current liabilities  82,148,269   2,309,810   21,870,719   11,018,878   3,803,117   13,063,735 
Total non-current liabilities  15,897,476   1,169,270   16,323,385   28,298   171,184   1,041,400 
Net sales  406,216,738   16,034,964   149,588,252   56,724,318   15,859,403   59,433,099 
Net Income  21,304,406   458,980   25,630,364   774,466   109,539   (112,302)

F-78

21.5Earnings per share

 

The basic earnings per share presented in the statement of comprehensive income is calculated as the quotient between income for the period and the average number of shares outstanding during the same period.

 

The earningsEarnings per share used to calculate basic and diluted earnings per share is detailed as follows:

 

Earnings per share

 

12.31.2015

 

 12.31.2020 

 

SERIES A

 

SERIES B

 

TOTAL

 

 SERIES A SERIES B 

Earnings attributable to shareholders (ThCh$)

 

41,840,108

 

46,023,376

 

87,863,484

 

Earnings attributable to shareholders (CLP 000’s)  58,095,636   63,904,169 

Average weighted number of shares

 

473,289,301

 

473,281,303

 

946,570,604

 

  473,289,301   473,281,303 

Earnings per basic and diluted share (in Chilean pesos)

 

88.40

 

97.24

 

92.82

 

Earnings per share (in CLP)  122.75   135.02 

 

Earnings per share

 

12.31.2014

 

 12.31.2019 

 

SERIES A

 

SERIES B

 

TOTAL

 

 SERIES A SERIES B 

Earnings attributable to shareholders (ThCh$)

 

24,702,640

 

27,172,444

 

51,875,084

 

Earnings attributable to shareholders (CLP 000’s)  82,725,427   90,996,501 

Average weighted number of shares

 

473,289,301

 

473,281,303

 

946,570,604

 

  473,289,301   473,281,303 

Earnings per basic and diluted share (in Chilean pesos)

 

52.19

 

57.41

 

54.80

 

Earnings per share (in CLP)  174,79   192,27 

 

Earnings per share

 

12.31.2013

 

 

 

SERIES A

 

SERIES B

 

TOTAL

 

Earnings attributable to shareholders (ThCh$)

 

42,373,551

 

46,609,127

 

88,982,678

 

Average weighted number of shares

 

473,289,301

 

473,281,303

 

946,570,604

 

Earnings per basic and diluted share (in Chilean pesos)

 

89.53

 

98.48

 

94.01

 

F-95



Table of Contents

Earnings per share 12.31.2018 
  SERIES A  SERIES B 
Earnings attributable to shareholders (ThCh$)  46,001,994   50,601,377 
Average weighted number of shares  473,289,301   473,281,303 
Earnings per share (in CLP)  97,20   106,92 

 

NOTE 21 —   22 – DERIVATIVE ASSETS AND LIABILITIES

 

The companyEmbotelladora Andina currently maintains “Cross Currency Swaps” and “Currency Forward” agreements as derivative financial instruments.

Cross Currency Swaps ("CCS"), also known as interest rate and currency swaps are valued by the method of discounted future cash flows at a market rate corresponding to the currencies and rates of the transaction.

On the other hand, the fair value of forward currency contracts is calculated in reference to current forward exchange rates for contracts with similar maturity profiles.

As of December 31, 2020 and 2019, the Company held the following derivative instruments at December 31, 2015 and 2014:instruments:

 

21.1Derivatives accounted for as cash flow hedges:

a)Cross Currency Swap Itau Credit.

22.1Derivatives accounted for as cash flow hedges:

 

AsAt the closing date of December 31, 2015,these financial statements, the Company maintainedmaintains derivative contracts to ensure U.S. dollar denominated banksecure part of its bond liabilities issued in Brazil amounting to ThUS$ 35,714,Unidades de Fomento totaling UF 10,148,159, to convert themthese obligations to liabilities in Brazilian Real. The valuation of theseChilean pesos.

These contracts was performedwere valued at their fair values, yielding a receivable valuenet asset of ThCh$13,463,222CLP 6,299,116 thousand at December 31, 2015the closing date of the financial statements which is presented inunder other non-current financial assets non-current. These swap contracts have the same terms of the underlying bond obligation and expire in 2017. In addition, the excess value of the derivative above the hedged items of ThCh$ 959,012 (ThCh$ 639,447 in 2014) has been recognized within other equity reserves as of December 31, 2015.assets. The amount of income recognized in results for financial liabilities in US Dollars that were neutralized by the recyclingexpiration date of derivative contracts from equity amounted to ThCh$ 6,238,586  at December 31, 2015 (ThCh$ 1,632,629 at December 31, 2014).is distributed in the years 2026, 2031, 2034 and 2035.

 

b)

F-79

Cross Currency Swaps associated with USInternational Bonds (US)

 

At December 31, 2015,the closing date of these financial statements, the Company entered into cross currency swapmaintains derivative contracts to convert secure US Dollar public bond obligations of US$570USD 360 million due in 2023, to convert such obligations into UF and Real liabilitiesBrazilian Real. In addition, derivative contracts amounting to hedgeUSD 300 million are held to convert such obligation into Unidades de Fomento (UF - CLP re-adjustable by the Company’s exposure to variationsConsumer Price Index) due in foreign exchange rates.  These swap contracts have the same terms2050. The valuation of the underlying bond obligation and expire in 2023.  Thefirst contract at its fair value of these derivatives resulted invalues generates an asset of ThCh$168,011,084 at December 31, 2015, which is presented as other financial assets non-current.  In addition excess value of the derivative above the hedged items of ThCh$26,128,202 has been recognized within other equity reservesCLP 144,684,179 thousand as of December 31, 2015. The ineffective portion amount2020 (CLP 98,918,457 thousand as of ThCh$4,698,187 (ThCh$5,995,530 at December 31, 2014) associated with this hedge was recorded in other gains and losses.2019), while the valuation of the second contract at its fair values generates a liability of CLP 51,568,854 thousand at the closing date of these financial statements.

 

The amount of exchange differences recognized in the statement of income related to financial liabilities in U.S. dollars and are absorbed by the identified ineffective portion of the hedge derivative were compensated with the recycling to income of the financial derivative instruments reserve in otheramounts recognized under comprehensive income amounting ThCh$71,749,245 (ThCh$16,427,083 at December 31, 2014).income.

 

21.2Derivatives accounted for as financial assets and liabilities at fair value through profit and loss:

22.2Forward currency transactions expected to be very likely

 

In 2013During 2020 and 2014, the Company2019, Embotelladora Andina entered into foreign currency forward contracts to hedgeensure the exchange rate on future commodity purchasing needs for its exposure to expected future raw materials purchases in US Dollars during the years 20144 operations, i.e. closing USD/ARS, USD/BRL, USD/CLP and 2015. The total amountUSD/GYP forward instruments. As of outstanding forward contracts were US$0.15 million at December 31, 2015 (US$125.12020, outstanding contracts amount to USD 54.0 million at December 31, 2014). These agreements were recorded at fair value, resulting in a net gains of ThCh$292,015 for the period ended December 31, 2015 (net gains of ThCh$ 196,009 at December 31, 2014). The fair value of these derivative contracts is a liability of ThCh$ 107,428 at December 31, 2015 (assets of ThCh$2,871,333 and liabilities of ThCh$4,431,484 at December 31, 2014). The agreements that ensure future flows of foreign currency have been designated as hedge beginning August 1, 2014, following hedge accounting as of that date,(USD 46.9 million as of December 31, 2015, there are no pending balances for recycling to net income.  2019).

Futures contracts that ensure prices of future raw materials have not been designated as hedge agreements, since they do not fulfill IFRS documentation requirements, whereby its effects on variations in fair value are accounted for directly under statements of income in the “other gains and losses” account.other comprehensive income.

 

F-96



Table of ContentsFair value hierarchy

 

TheseAt the closing date of these financial statements, the Company held assets for derivative contracts do not qualify for hedge accountingCLP 150,983,295 thousand (CLP 99,235,662 thousand as of December 31, 2019) and are accountedheld liabilities for as investment contracts with the changes in fair value recorded directly in the income statement each reporting period.

Fair value hierarchy

The Company had total assets related to its foreign exchange derivative contracts for CLP 52,786,176 thousand (CLP 374,576 thousand as of ThCh$181,474,306 and liabilities to ThCh$107,428 at December 31, 2015 (assets for ThCh$53,878,573 and liabilities for ThCh$4,431,484 at December 31, 2014)2019). Those contracts covering existing items have been classified in the same category of hedged, the net amount of derivative contracts by concepts covering forecasted items have been classified in financial assets and financial liabilities, liabilities. All the derivative contracts are carried at fair value in the consolidated statement of financial position, position.


The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

 

Level 1 :

1:

quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2:

Inputs other than quoted prices included in level 1 that are observable for the assets and liabilities, either directly (that is, as prices) or indirectly (that is, derived from prices)

Level 3:

Inputs for assets and liabilities that are not based on observable market data.

 

During the reporting period, ended December 31, 2015, there were no transfers of items between fair value measurement categories; all of which were valued during the period using level 2.

 

 

Fair Value Measurements at December, 31 2015

 

 

 

 Fair Value Measurement at December 31, 2020   

 

Quoted prices in active
markets
for identical assets or
liabilities

 

Observable
market data

 

Unobservable
market data

 

 

 

 Quoted prices in active markets for identical assets or liabilities Observable
market data
 Unobservable market data   

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

 (Level 1) (Level 2) (Level 3) Total 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 ThCh$  ThCh$  ThCh$ ThCh$ 

Assets

 

 

 

 

 

 

 

 

 

               

Current assets

 

 

 

 

 

 

 

 

 

               
Other current financial assets  -   - -  - 

Other non-current financial assets

 

 

181,474,306

 

 

181,474,306

 

  -   150,983,295 -  150,983,295 

Total assets

 

 

181,474,306

 

 

181,474,306

 

  -   150,983,295   -  150,983,295 

Liabilities

 

 

 

 

 

 

 

 

 

               

Current liabilities

 

 

 

 

 

 

 

 

 

               

Other current financial liabilities

 

 

107,428

 

 

107,428

 

  -   1,217,322   -  1,217,322 
Other non-current financial liabilities  -   51,568,854   -  51,568,854 

Total liabilities

 

 

107,428

 

 

107,428

 

  -   52,786,176   -  52,786,176 

 

 

Fair Value Measurements at December, 31 2014

 

 

 

 Fair Value Measurement at December 31, 2019   

 

Quoted prices in active
markets
for identical assets or
liabilities

 

Observable
market data

 

Unobservable
market data

 

 

 

 Quoted prices in active markets for identical assets or liabilities Observable market data  Unobservable market data   

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

 (Level 1) (Level 2) (Level 3) Total 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 ThCh$  ThCh$  ThCh$ ThCh$ 

Assets

 

 

 

 

 

 

 

 

 

               

Current assets

 

 

 

 

 

 

 

 

 

Other current financial assets

 

 

2,871,333

 

 

2,871,333

 

Current assets Other current financial assets  -   317.205      317.205 

Other non-current financial assets

 

 

51,007,240

 

 

51,007,240

 

  -   98.918.457 -  98.918.457 

Total assets

 

 

53,878,573

 

 

53,878,573

 

  -   99.235.662   -  99.235.662 

Liabilities

 

 

 

 

 

 

 

 

 

               

Current liabilities

 

 

 

 

 

 

 

 

 

               

Other current financial liabilities

 

 

4,431,484

 

 

4,431,484

 

  -   374.576   -  374.576 

Total liabilities

 

 

4,431,484

 

 

4,431,484

 

  -   374.576   -  374.576 


 

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Table of Contents

NOTE 22 —   CONTINGENCIES23 – LITIGATION AND COMMITMENTSCONTINGENCIES

 

22.1Lawsuits and other legal actions:

23.1 Lawsuits and other legal actions:

 

In the opinion of the Company’sCompany's legal counsel, the Parent Company and its subsidiaries do not face judiciallegal or extra-judicialextrajudicial contingencies that might result in material or significant losses or gains, except for the following:

 

1)Embotelladora del Atlántico S.A. faces labor, tax, civil and trade lawsuits. Accounting provisions have been made for the contingency of a probable loss because of these lawsuits, totaling CLP 778,065 thousand (CLP 942,173 thousand in 2019). Management considers it unlikely that non-provisioned contingencies will affect the Company's income and equity, based on the opinion of its legal counsel. Additionally, Embotelladora del Atlántico S.A. maintains time deposits for an amount of CLP 295,856 thousand to guaranty judicial liabilities.

1)        Embotelladora del Atlántico S.A. faces labor, tax, civil and trade lawsuits. Accounting provisions have been made for the contingency of a probable loss because of these lawsuits, totaling ThCh$1,467,587. Management considers it unlikely that non-provisioned contingencies will affect the Company’s income and equity, based on the opinion of its legal counsel.  Additionally Embotelladora del Atlántico S.A. maintains time deposits for an amount of ThCh$699,625 to guaranty judicial liabilities.

2)Rio de Janeiro Refrescos Ltda. faces labor, tax, civil and trade lawsuits. Accounting provisions have been made for the contingency of a probable loss because of these lawsuits, totaling CLP 47,945,921 thousand (CLP 66,070,162 thousand in 2019). Management considers it unlikely that non-provisioned contingencies will affect the Company's income and equity, based on the opinion of its legal counsel. As it is customary in Brazil, Rio de Janeiro Refrescos Ltda. maintains Deposit in courts and assets given in pledge to secure the compliance of certain processes, irrespective of whether these have been classified as a possible, probable or remote. The amounts deposited or pledged as legal guarantees As of December 31, 2020 and 2019 , amounted to CLP 21,054,433 thousand and CLP 32,166,823 thousand, respectively.

 

2)        Rio de Janeiro Refrescos Ltda. faces labor, tax, civil and trade lawsuits. Accounting provisions have been made for the contingency of a probable loss because of these lawsuits, totaling ThCh$62,570,819. anagement considers it unlikely that non-provisioned contingencies will affect the Company’s income and equity, based on the opinion of its legal counsel. As it is customary in Brazil, Rio de Janeiro Refrescos Ltda. maintains judicial deposits and assets given in pledge to secure the compliance of certain processes, irrespective of whether these have been classified as a possible, probable or remote. The amounts deposited or pledged as a legal guarantees as of Decemberr 31, 2015 and 2014 amounted to ThCh$86,364,210 and ThCh$113,574,536 respectively.

Part of the assets given asheld under warranty by Rio de Janeiro Refrescos Ltda. as of December 31, 2014, are in the process of being released and others have already been released with thein exchange of Warranty Insurancefor guarantee insurance and Bail Letters entered into amounting to R$499,421,531bond letters for BRL 1,525,587,904, with different financial institutionsFinancial Institutions and insurance companiesInsurance Companies in Brazil, through which these entities after a 0.6%receive an annual commission fee of 0.79%. and become responsible of fulfilling obligations with the Brazilian tax authorities should any trial result against Rio de Janeiro Refrescos Ltda. Additionally, if the warranty and bail letters are executed, Rio de Janeiro Refrescos Ltda. promises to reimburse to the financial institutions and Insurance Companies any amounts disbursed by them to the Brazilian government.

 

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Table of Contents

Main contingencies faced by Rio de Janeiro Refrescos are as follows:

 

a)Tax contingencies resulting from credits on tax on industrialized products (IPI).

a)Tax contingencies resulting from credits on tax on industrialized products (IPI).

 

Rio de Janeiro Refrescos is a party to a series of proceedings under way, in which the Brazilian federal tax authorities demand payment of value-added tax on industrialized products (Imposto sobre Produtos Industrializados, or IPI) allegedly owed by ex-Companhia de Bebidas Ipiranga. The initial amount demanded reached R$1,330,473,161 (historical amount without adjustments), corresponding to different trials related to the same cause. In June 2014, one of these trials for R$598,754,218, was resolved in favor of the Company, however, there are new law suits arising after the purchase of ex-Companhia de Bebidas Ipiranga (October 2013) that amount to R$303,518,513.  These law suits include amounts originally demanded plus accrued adjustments to date.totaling BRL 2,471,137,390 at December 31, 2020.

 

The Company rejectsdoes not share the position of the Brazilian tax authority in these procedures and considers that Companhia de Bebidas Ipirangait was entitled to claim IPI tax credits in connection with purchases of certain exempt raw materials from suppliers located in the Manaus free trade zone.

 

Based on the opinion of its advisers, and judiciallegal outcomes to date, Management estimates that these procedures do not represent probable losses and has not recorded a provision on these matters.

 

Notwithstanding the above, the IFRS related to business combination in terms of distribution of the purchase price establish that contingencies must be measured one by one according to their probability of occurrence and discounted at fair value from the date on which it is deemed the loss can be generated. AccordingAs a result of the acquisition of Companhia de Bebidas Ipiranga in 2013 and pursuant to this criteria,criterion and although there are contingencies listed only as possible for BRL 701,660,858 (amount includes adjustments for current lawsuits) a start provision has been generated in the accounting of the business combination for BRL 139,596,221 equivalent to CLP 19,098,159 thousand.


b)Other tax contingencies.

They refer to ICMS-SP tax administrative processes that challenge the credits derived from the acquisition of tax-exempt products acquired by the Company from a supplier located in the Manaus Free Zone. The total amount is BRL 409,075,280 being assessed by external attorneys as a remote loss, so it has no accounting provision.

The company was challenged by the federal tax authority for tax deductibility of identified contingencies amounting R$1,169,888,014 (including readjustmentsa portion of current lawsuits),goodwill in the Company recorded2014-2016 period arising from the acquisition of Companhia de Bebidas Ipiranga. The tax authority understands that the entity that acquired Companhia de Bebidas Ipiranga is Embotelladora Andina and not Rio de Janeiro Refrescos Ltda. In the view of external lawyers, such a provision R$201,880,601 equivalent to ThCh$36,715,716.statement is erroneous, classifying it as a possible loss. The value of this process is BRL 463,613,817, as of December 31, 2020.

3)Embotelladora Andina S.A. and its Chilean subsidiaries face labor, tax, civil and trade lawsuits. Accounting provisions have been made for the contingency of a probable loss because of these lawsuits, totaling CLP 1,300,587 thousand (CLP 2,065,496 thousand in 2019). Management considers it is unlikely that non-provisioned contingencies will affect income and equity of the Company, in the opinion of its legal advisors.

4)Paraguay Refrescos S.A. faces tax, trade, labor and other lawsuits. Accounting provisions have been made for the contingency of any loss because of these lawsuits amounting to CLP 34,747 thousand (CLP 3,488 thousand in 2019). Management considers it is unlikely that non-provisioned contingencies will affect income and equity of the Company, in the opinion of its legal advisors.

F-83

 

b)Tax contingencies on ICMS and IPI causes. 

 

They refer mainly to tax settlements issued by advance appropriation of ICMS credits on fixed assets, payment of the replacement of ICMS tax to the operations, untimely IPI credits calculated on bonuses, among other claims.

The Company does not consider that these judgments will result in significant losses, given that their loss is considered unlikely. However, the accounting standards of financial information related to business combination in terms of distribution of the purchase price, establish contingencies must be valued one by one according to their probability of occurrence and discounted to fair value from the date on which it is deemed that the loss can be generated. According to this criteria, an initial provision has been made in the business combination accounting for an amount of R$ 96.5 million equivalent to ThCh$ 17,547,397.

3)        Embotelladora Andina S.A. and its Chilean subsidiaries face labor, tax, civil and trade lawsuits. Accounting provisions have been made for the contingency of a probable loss because of these lawsuits, totaling ThCh$263,411. Management considers it is unlikely that non-provisioned contingencies will affect income and equity of the Company, in the opinion of its legal advisors.

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Table of Contents

22.223.2       Direct guarantees and restricted assets:

 

Guarantees and restricted December 31, 2015 and 2014assets are detailed as follows:

 

Guarantees that compromisecommit assets includingincluded in the financial statements:statements:

 

 

 

Provided by

 

 

 

Committed assets

 

Balance pending payment on the 
closing date of the financial 
statements

 

Guarantee in favor of

 

Name

 

Relationship

 

Guarantee

 

Guarantee in favor of

 

12.31.2015

 

12.31.2014

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

Industria Metalúrgica Inamar Ltda.

 

Embotelladora Andina S.A.

 

Parent Company

 

Land

 

Property, plant and equipment

 

17,292,040

 

 

Bodega San Francisco

 

Embotelladora Andina S.A.

 

Parent Company

 

Cash and cash equivalents

 

Trade and other receivables

 

 

6,788

 

Gas licuado Lipigas S.A.

 

Embotelladora Andina S.A.

 

Parent Company

 

Cash and cash equivalents

 

Trade and other receivables

 

1,140

 

1,140

 

Nazira Tala

 

Embotelladora Andina S.A.

 

Parent Company

 

Cash and cash equivalents

 

Trade and other receivables

 

3,416

 

3,416

 

Nazira Tala

 

Embotelladora Andina S.A.

 

Parent Company

 

Cash and cash equivalents

 

Trade and other receivables

 

3,508

 

3,508

 

Inmob. e Invers. Supetar Ltda.

 

Transportes Polar S.A.

 

Subsidiary

 

Cash and cash equivalents

 

Trade and other receivables

 

4,579

 

4,579

 

María Lobos Jamet

 

Transportes Polar S.A.

 

Subsidiary

 

Cash and cash equivalents

 

Trade and other receivables

 

2,565

 

2,565

 

Reclamantes ações trabalhistas

 

Rio de Janeiro Refrescos Ltda.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

2,499,232

 

15,017,759

 

Reclamantes ações civiles y tributarias

 

Rio de Janeiro Refrescos Ltda.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

7,929,131

 

15,817,942

 

Instituciones Gubernamentales

 

Rio de Janeiro Refrescos Ltda.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

 

6,944,052

 

Instituciones Gubernamentales

 

Rio de Janeiro Refrescos Ltda.

 

Subsidiary

 

Property, plant and equipment

 

Property, plant and equipment

 

75,935,847

 

75,794,783

 

Distribuidora Baraldo S.H.

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

1,089

 

1,419

 

Acuña Gomez

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

1,634

 

2,129

 

Municipalidad Gral. Alvear

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

 

9,170

 

Municipalidad San Martin Mza

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

19,606

 

25,544

 

Nicanor López

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

1,168

 

1,522

 

Municipalidad Bariloche

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

96,045

 

385,720

 

Municipalidad San Antonio Oeste

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

2,316

 

3,017

 

Municipalidad Chivilcoy

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

538,968

 

979,627

 

Municipalidad Carlos Casares

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

4,862

 

6,334

 

Granada Maximiliano

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

9,803

 

12,772

 

CICSA

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Guarantees CICSA for packaging

 

Other current financial assets

 

30,335

 

39,524

 

Locadores varios

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Guarantee deposit for rentals

 

Other current financial assets

 

11,297

 

10,710

 

Aduana de Ezeiza

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Machinery import

 

Other current financial assets

 

47,023

 

9,924

 

Municipalidad de Junin

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

9,508

 

8,300

 

Almada Jorge

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Judicial deposit

 

Other non-current, non-financial assets

 

14,626

 

17,332

 

Banco Santander Rio

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Cash and cash equivalents

 

Other current financial assets

 

 

943,434

 

Banco Galicia

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Cash and cash equivalents

 

Other current financial assets

 

 

1,036,261

 

Banco HSBC

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Cash and cash equivalents

 

Other current financial assets

 

 

148,666

 

Banco Industrial

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Cash and cash equivalents

 

Other current financial assets

 

 

813,969

 

Banco ICBC

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Cash and cash equivalents

 

Other current financial assets

 

 

160,501

 

Rofex

 

Embotelladora del Atlántico S.A.

 

Subsidiary

 

Cash and cash equivalents

 

Other current financial assets

 

 

1,729,820

 

 

 

 

 

 

 

 

 

 

 

104,459,738

 

119,942,227

 

      Committed assets Accounting value
Guaranty creditor Debtor name Relationship Guaranty Type 12.31.2020  12.31.2019
          CLP (000’s)  CLP (000’s)
Transportes San Martin Embotelladora Andina S.A. Parent Company Cash Trade accounts and other account receivable  2,907   2,805
Cooperativa Agricola Pisquera Elqui Limitada Embotelladora Andina S.A. Parent Company Cash Other non-current financial assets  1,216,865   1,216,865
Inmob. e invers. supetar Ltda. Transportes Polar Subsidiary Cash Other non-current non-financial assets  4,579   4,579
María Lobos Jamet Transportes Polar Subsidiary Cash Other non-current non-financial assets  2,566   2,565
Bodega San Francisco Transportes Polar Subsidiary Cash Other non-current non-financial assets  8,606   6,483
Workers Claims Rio de Janeiro Refrescos Ltda. Subsidiary Judicial deposit Other non-current non-financial assets  5,329,947   6,600,863
Civil and tax claims Rio de Janeiro Refrescos Ltda. Subsidiary Judicial deposit Other non-current non-financial assets  5,882,379   12,186,432
Governmental institutions Rio de Janeiro Refrescos Ltda. Subsidiary Plant and Equipment Property, plant & equipment  9,842,108   13,379,610
Distribuidora Baraldo S.H. Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  169   250
Acuña Gomez Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  253   375
Nicanor López Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  181   268
Labarda Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  3   5
Municipalidad Bariloche Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  -   36,313
Municipalidad San Antonio Oeste Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  18,650   27,598
Municipalidad Carlos Casares Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  754   1,116
Municipalidad Chivilcoy Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  116,641   172,602
Others Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  36   53
Granada Maximiliano Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  1,521   2,250
Cicsa Embotelladora del Atlántico S.A. Subsidiary Cash deposit Other current non-financial assets  2,114   3,128
Several lessors Embotelladora del Atlántico S.A. Subsidiary Cash deposit Other current non-financial assets  13,140   15,289
Aduana de EZEIZA Embotelladora del Atlántico S.A. Subsidiary Cash deposit Other current non-financial assets  286   422
Municipalidad de Junin Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  243   360
Almada Jorge Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  2,064   3,054
Mirgoni Marano Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  51   76
Farias Matias Luis Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  947   1,401
Temas Industriales SA - Embargo General de Fondos Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets      156,759
DBC SA C CERVECERIA ARGENTINA SA ISEMBECK Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  19,009   28,129
Coto Cicsa Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  3,379   5,001
Cencosud Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  2,112   3,125
Mariano Mirgoni Embotelladora del Atlántico S.A. Subsidiary Judicial deposit Other non-current non-financial assets  105,936   -
Marcus A.Peña Paraguay Refrescos Subsidiary Property Property, plant & equipment  4,011   3,955
Mauricio J Cordero C Paraguay Refrescos Subsidiary Property Property, plant & equipment  814   917
José Ruoti Maltese Paraguay Refrescos Subsidiary Property Property, plant & equipment  655   738
Alejandro Galeano Paraguay Refrescos Subsidiary Property Property, plant & equipment  1,132   1,275
Ana Maria Mazó Paraguay Refrescos Subsidiary Property Property, plant & equipment  1,077   1,213

 


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Table of Contents 

 

Guarantees provided without obligation of assets included in the financial statements:

 

 

 

Provided by

 

 

 

Committed assets

 

Balance pending payment on the 
closing date of the financial 
statements

 

Guarantee in favor of

 

Name

 

Relationship

 

Guarantee

 

Guarantee in favor of

 

12.31.2015

 

12.31.2014

 

 

 

 

 

 

 

 

 

 

 

ThCh$

 

ThCh$

 

Linde Gas Chile

 

Embotelladora Andina S.A.

 

Parent Company

 

Guarantee insurance

 

Guarantee insurance

 

639,144

 

546,075

 

Echeverría, Izquierdo Ingeniería y Construcción.

 

Embotelladora Andina S.A.

 

Parent Company

 

Guarantee insurance

 

Guarantee insurance

 

536,315

 

515,348

 

Rabdstad Chile S.A.

 

Embotelladora Andina S.A.

 

Parent Company

 

Guarantee insurance

 

Guarantee insurance

 

 

640,000

 

Aduana de Ezeiza

 

Andina Empaques Argentina S.A.

 

Subsidiary

 

Compliance of contract

 

Surety insurance

 

235,981

 

 

Processos trabalhistas

 

Rio de Janeiro Refrescos Ltda.

 

Subsidiary

 

Guarantee insurance

 

Guarantee insurance

 

575,583

 

567,285

 

Processos administrativos

 

Rio de Janeiro Refrescos Ltda.

 

Subsidiary

 

Guarantee insurance

 

Guarantee insurance

 

2,370,025

 

2,041,360

 

Governo Federal

 

Rio de Janeiro Refrescos Ltda.

 

Subsidiary

 

Guarantee insurance

 

Guarantee insurance

 

74,198,243

 

86,750

 

Governo Estadual

 

Rio de Janeiro Refrescos Ltda.

 

Subsidiary

 

Guarantee insurance

 

Guarantee insurance

 

10,450,612

 

9,632,911

 

HSBC

 

Sorocaba Refrescos

 

Associate

 

Loan

 

co-signers

 

3,637,369

 

5,162,012

 

Otros

 

Rio de Janeiro Refrescos Ltda.

 

Subsidiary

 

Guarantee insurance

 

Guarantee insurance

 

3,234,566

 

1,246,117

 

       Committed assets Amounts involved
Guaranty Creditor Debtor name Relationship  Guaranty Type 12.31.2020  12.31.2019
           CLP (000’s)  CLP (000’s)
Labor procedures Rio de Janeiro Refrescos Ltda.  Subsidiary  Guaranty receipt Legal proceeding  1,527,347   2,819,285
Administrative procedures Rio de Janeiro Refrescos Ltda.  Subsidiary  Guaranty receipt Legal proceeding  8,860,598   10,432,633
Federal Government Rio de Janeiro Refrescos Ltda.  Subsidiary  Guaranty receipt Legal proceeding  147,841,989   138,635,908
State Government Rio de Janeiro Refrescos Ltda.  Subsidiary  Guaranty receipt Legal proceeding  46,031,398   54,803,911
Sorocaba Refrescos Rio de Janeiro Refrescos Ltda.  Subsidiary  Guaranty receipt Guarantor  2,736,159   3,715,186
Others Rio de Janeiro Refrescos Ltda.  Subsidiary  Guaranty receipt Legal proceeding  1,715,099   3,757,062
Aduana de EZEIZA Embotelladora del Atlántico S.A.  Subsidiary  Surety insurance Faithful compliance of contract  3,150   673,854
Aduana de EZEIZA Andina Empaques Argentina S.A.  Subsidiary  Surety insurance Faithful compliance of contract  143,615   506,623

 

F-101


F-85


 

NOTE 23 —   

24 – FINANCIAL RISK MANAGEMENT

 

The Company’s businesses are exposed to a variety of financial and market risks (including foreign exchange risk, interest rate risk and price risk). The Company’s global risk management program focuses on the uncertainty of financial markets and seeks to minimize potential adverse effects on the performance of the Company. The Company uses derivatives to hedge certain risks. Below is aA description of the primary policies established by the Company to manage financial risks.risks are provided below:

 

Interest Rate Risk

 

As of December 31, 2015,the closing date of these financial statements, the Company carriedmaintains all of its debt liabilities at a fixed rate variability factors are given by the currencies in which they are set: UF and US$ (are variable). As a result, the risk ofas to avoid fluctuations in market interest rates on the Company’s cash flows is low.financial expenses resulting from tax rate increases.

 

The Company’s greatest indebtedness corresponds to six contracts for own issued Chilean local bonds of own issuance; the portion of bonds issued in the local market areat a fixed rate for UF 15.85 million denominated in Unidades de Fomento,UF (“UF”), debt indexed to inflation in Chile (the Company’s(Company sales are correlated with the UF variations). If inflation in Chile wouldvariation), of which five of these Local Bonds have generated a UF variation of 5.0% duringbeen redenominated through Cross Currency Swaps to Chilean Pesos (CLP).

On the period between January 1 and December 31, 2015 (instead of 4.07%, excluding changes in the level of sales),other hand, there is also the Company’s income would haveindebtedness on the international market through two 144A/RegS Bonds at a fixed rate, one for USD 365 million, denominated in dollars, and practically 100% of which has been lower by ThCh$2,220,471.

There are also bondsre-denominated to BRL through Cross Currency Swaps, and another one for USD 300 million denominated in USD, and practically 100% of own issuance amountingwhich has been re-denominated to US$575 million, which are hedged against the fluctuation of the U.S. dollar with cross currency swap agreements.

Credit RiskUnidades de Fomento (UF) through Cross Currency Swaps.

 

Credit risk

The credit risk to which the Company is exposed primarily comes mainly from trade accounts receivable trade heldmaintained with retail customers, wholesale distributorsretailers, wholesalers and supermarket chains in domestic markets; and the financial investments held with banks and financial institutions, such as time deposits, mutual funds and derivative financial instruments.

 

a)Trade accounts receivable and other current accounts receivable

Credit risk related to trade receivablesaccounts receivable is managed and monitored by the Administrationarea of Finance and FinanceAdministration of each business unit. The Company has a broadwide base of customers whomore than 283 thousand clients implying a high level of atomization of accounts receivable, which are subject to the policies, procedures and controls established by the Company. In accordance with such policies, credits must be based objectively, non-discretionary and uniformly granted to all clients of a same segment and channel, provided these will allow generating economic benefits to the Company. The credit limit is checked periodically considering payment behavior. Trade accounts receivable pending of payment are monitored on a monthly basis.

i.Sale Interruption

In accordance with Corporate Credit limitsPolicy, the interruption of sale must be within the following framework: when a customer has outstanding debts for an amount greater than USD 250,000, and over 60 days expired, sale is suspended. The General Manager in conjunction with the Finance and Administration Manager authorize exceptions to this rule, and if the outstanding debt should exceed USD 1,000,000, and in order to continue operating with that client, the authorization of the Chief Financial Officer is required. Notwithstanding the foregoing, each operation can define an amount lower than USD 250,000 according to the country’s reality.


 

ii.Impairment

The impairment recognition policy establishes the following criteria for provisions: 30% is provisioned for 31 to 60 days overdue, 60% between 60 and 91 days, 90% between 91 and 120 days overdue and 100% for more than 120 days. Exemption of the calculation of global impairment is given to credits whose delays in the payment correspond to accounts disputed with the customer whose nature is known and where all necessary documentation for collection is available, therefore, there is no uncertainty on recovering them. However, these accounts also have an impairment provision as follows: 40% for 91 to 120 days overdue, 80% between 120 and 170, and 100% for more than 170 days.

iii.Prepayment to suppliers

The Policy establishes that USD 25,000 prepayments can only be granted to suppliers if its value is properly and fully provisioned. The Treasurer of each subsidiary must approve supplier warranties that the Company receives for prepayments before signing the respective service contract. In the case of domestic suppliers, a warranty ballot (or the instrument existing in the country) shall be required, in favor of Andina executable in the respective country, non-endorsable, payable on demand or upon presentation and its validity will depend on the term of the contract. In the case of foreign suppliers, a stand-by credit letter will be required which shall be issued by a first line bank; in the event that this document is not issued in the country where the transaction is done, a direct bank warranty will be required. Subsidiaries can define the best way of safeguarding the Company’s assets for prepayments under USD 25,000.

iv.Guarantees

In Chile, we have insurance with Compañía de Seguros de Crédito Continental S.A. (AA rating –according to Fitch Chile and Humphreys rating agencies) covering the credit risk regarding trade debtors in Chile.

The rest of the operations do not have credit insurance, instead mortgage guarantees are establishedrequired for all customers based on an internal ratingvolume operations of wholesalers and behaviour payment. Thedistributors in the case of trade accounts receivable outstandingreceivables. In the case of other debtors, different types of guarantees are monthly monitored. Additionally,required according to the Company takesnature of the credit insurance that substantially cover balances Commercial Debtors.granted.

Historically, uncollectible trade accounts have been lower than 0.5% of the Company’s total sales.

b)Financial investments

 

The Company estimateshas a Policy that additional credit risk provisions are not necessary, other than individual and collective provisions determined as of December 31 2015 and 2014. Regarding financial placements, these are made inis applicable to all the highest-rated financial institutions credit of eachcompanies of the countriesgroup in which it operates.order to cover credit risks for financial investments, restricting both the types of instruments as well as the institutions and degree of concentration. The companies of the group can invest in:

i.Time deposits: only in banks or financial institutions that have a risk rating equal or higher than Level 1 (Fitch) or equivalent for deposits of less than 1 year and rated A or higher (S&P) or equivalent for deposits of more than 1 year.

ii.Mutual funds: investments with immediate liquidity and no risk of capital (funds composed of investments at a fixed-term, current account, fixed rate Tit BCRA, negotiable obligations, Over Night, etc.) in all those counter-parties that have a rating greater than or equal to AA-(S&P) or equivalent, Type 1 Pacts and Mutual Funds, with a rating greater than or equal to AA+ (S&P) or equivalent.

iii.Other investment alternatives must be evaluated and authorized by the office of the Chief Financial Officer.

 

Exchange Rate Risk

 

The company is exposed to three types of risk caused by exchange rate volatility:

 

a)Exposure of foreign investment

a) Exposure of foreign investment: thisThis risk originates from the translation of net investment from the functional currency of each country (Brazilian Real, Paraguayan Guaraní, and Argentine Peso) to the Parent Company’s reporting currency (Chilean Peso). Appreciation or devaluation of the Chilean Peso with respect to each of the functional currencies of each country, originates decreases and increases in equity, respectively. The Company does not hedge this risk.risk.

 

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a.1 Investment in Argentina

a.1Investment in Argentina

 

As of December 31, 2015,the closing date of these financial statements, the Company maintains a net investment of ThCh$93,361,632CLP 145,395,883 thousand. in Argentina, composed by the recognition of assets amounting to ThCh$213,255,949CLP 215,017,770 thousand and liabilities amounting to ThCh$119,894,317.CLP 69,621,887 thousand. These investments reported 33.4%accounted for 19.9% of the Company’s consolidated sales revenues.revenues

 

As of December 31, 2015,2020, the Argentine peso devalued 23.2%appreciated by 32.4% with respect to the Chilean peso.

 

During 2015 exchange restrictions existed in Argentina and until mid-December, there was a parallel foreign exchange market with a higher than the official exchange rate. With the arrival of the new Argentine Government, fixing exchange rate is lightened by increasing parity of the Argentine peso versus dollar at the close to values similar to those that kept the parallel market.

If the exchange rate of the ArgentineanArgentine Peso devaluateddevalued an additional 5% with respect to the Chilean Peso, the Company would have lower income from the operation in Argentina of ThCh$1,625,272CLP 239,096 thousand and a decrease in equity of ThCh$3,130,550, originated by lower asset recognition of ThCh$8,287,291 and by lower liabilities recognition of ThCh$5,156,741.CLP 5,148,794 thousand.

 

a.2 Investment in Brazil

a.2        Investment in Brazil

 

As of December 31, 2015,the closing date of these financial statements, the Company maintains a net investment of ThCh$232,051,982CLP 231,787,304 thousand in Brazil, composed by the recognition of assets amounting to ThCh$777,732,309CLP 793,157,414 thousand and liabilities amounting to ThCh$545,680,327.CLP 561,370,108 thousand. These investments reported 32.3%accounted for 29.9% of the Company’sCompany's consolidated sales revenues.

 

As of December 31, 2015,2020, the Brazilian Real devaluated 20.4%appreciated by 26.4% with respect to the Chilean pesopeso.

 

If the exchange rate of the Brazilian Real devaluateddevalued an additional 5% with respect to the Chilean Peso, the Company would have lower income from the operation in Brazil of ThCh$1,517,936CLP 2,506,240 thousand and a decrease in equity of ThCh$10,550,913, originated by lower asset recognition of ThCh$23,178,980 and by lower liabilities recognition of ThCh$12,628,067.CLP 11,495,651 thousand.

 

a.3 Investment in Paraguay

a.3Investment in Paraguay

 

As of December 31, 2015,the closing date of these financial statements, the Company maintains a net investment of ThCh$254,537,390CLP 232,163,091 thousand in Paraguay, composed by the recognition of assets amounting to ThCh$293,387,289CLP 270,899,700 thousand and liabilities amounting to ThCh$38,849,900.CLP 38,736,609 thousand. These investments reported 6.9%accounted for 7.9% of the Company’sCompany's consolidated sales revenues.

 

As of December 31, 2015,2020, the Paraguayan Guarani devaluated 7.1%appreciated by 11.2% with respect to the Chilean pesopeso.

 

If the exchange rate of the Paraguayan Guaraní devaluated an additionaldevalued by 5% with respect to the Chilean Peso, the Company would have lower income from the operations in Paraguay of ThCh$896,581,CLP 1,737,265 thousand and a decrease in equity of ThCh$12,221,058 originated by lower asset recognition of ThCh$14,153,122 and lower liabilities recognition of ThCh$1,932,064.CLP 10,462,776.


 

b)Net exposure of assets and liabilities in foreign currency

 

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Table of Contents

b)Net exposure of assets and liabilities in foreign currency: theThis risk stems mostly from carrying liabilities in US dollar, so the volatility of the US dollar with respect to the functional currency of each country generates a variation in the valuation of these obligations, with consequent effect on results.

As of December 31, 2015, the Company maintains a net liability position totaling ThCh$425,347,228, basically composed of obligations with the public and bank liabilities for ThCh$438,945,530 offset partially by financial assets denominated in dollars for ThCh$13,598,302.

Of total financial liabilities denominated in US dollars, ThCh$25,499,255 come from debts taken by the Brazilian operation and are exposed to the volatility of the Brazilian Real against the US dollar. On the other and ThCh$413,446,275 of US dollar liabilities correspond to Chilean operations, which are exposed to the volatility of the Chilean Peso against the US dollar

 

In order to protect the Company from the effects on income resulting from the volatility of the Brazilian Real and the Chilean Peso against the U.S. dollar, the Company maintains derivative contracts (cross currency swaps) to cover almost 100% of US dollar-denominated financial liabilities.

 

By designating such contracts as hedging derivatives, the effects on income for variations in the Chilean Peso and the Brazilian Real against the US dollar, are mitigated annulling its exposure to exchange rates.

 

The Company’s net exposure as of December 31, 2015 to foreign currency over existing assets and liabilities, discounting the derivatives contracts, is an asset position of ThCh$10,038,822.

c)Exposure of assets purchased or indexed to foreign currency

 

c) Assets purchased or indexed to foreign currency exposure: thisThis risk originates from purchases of raw materials and investments in property,Property, plant and equipment, whose values are expressed in a currency other than the functional currency of the subsidiary. Changes in the value of costs or investments can be generated through time, depending on the volatility of the exchange rate.

 

Annual purchases of raw materials denominated or indexed in U.S. dollars, amountsIn order to 19% of our cost of sales or approximately US$340 million.

In addition, and depending on market conditions,minimize this risk, the Company maintains a currency hedging policy stipulating that it is necessary to enter into foreign currency derivatives contracts to lessen the effect of the exchange rate over cash expenditures expressed in US dollar, whichdollars, corresponding mainly correspond to payment to suppliers of raw materials and fixed assets. Asin each of December 31, 2015 there are no hedge agreements for future dollar purchases.the operations. This policy stipulates a 12-month forward horizon.

 

According to the percentage of purchases of raw materials which are carried out or indexed to U.S. dollars, a possible change in the value of the US dollar by 5% in the four countries where the Company operates, and excluding derivatives contracts taken to mitigate the effect of currency volatility, keeping everything constant, would lead to a lower accumulated result amounting to ThCh$10,905,763 as of December 31, 2015. Currently, the Company has contracts to hedge this effect in Argentina, Brazil and Chile.

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Table of Contents

d) Commodities risk

 

The Company is subject to a risk of price fluctuations in the international markets mainly for sugar, aluminumPET resin and PET resin,aluminum, which are inputs requiredused to produce beverages and as a whole,containers, which together, account for 35% to 40% of operating costs. Procurement and anticipated purchase contracts are made frequently to minimize and/or stabilize this risk. The possible effects in these consolidated financial statements, in case of a 5% increase in prices of its main raw materials, would be a reduction of ThCh$ 6,326,712 in earnings for the year ended December 31, 2015.To minimize this risk or stabilize often supply contracts and anticipated purchases are made when market conditions warrant.

 

e) Liquidity risk

 

The products we sell are mainly paid for in cash and short term credit,short-term credit; therefore, the Company´s main source of financing comes from the cash flow of our operations. This cash flow has historically been sufficient to cover the investments necessary for the normal course of our business, as well as the distribution of dividends approved by the General Shareholders’ Meeting. Should additional funding be required for future geographic expansion or other needs, the main sources of financing to consider are: (i) debt offerings in the Chilean and foreign capital markets (ii) borrowings from commercial banks, both internationally and in the local markets where the Company operates; and (iii) public equity offerings


 

 

The following table presents our contractual and commercial obligations asan analysis of December 31, 2015:the Company’s committed maturities for liability payments throughout the coming years, with interest calculated for each period:

 

 

 

Maturity

 

Item

 

1 year

 

More 1 year
up to 2

 

More 2
years
up to 3

 

More 3 years
up to 4

 

More 4 years

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

Bank debt

 

24,591,989

 

20,027,145

 

4,671,470

 

3,216,844

 

3,397,764

 

Bonds payable

 

45,517,624

 

51,678,519

 

44,905,830

 

44,683,510

 

880,189,651

 

Operating lease obligations

 

10,338,214

 

3,646,445

 

2,719,674

 

2,103,210

 

14,723,714

 

Purchase obligations

 

158,942,337

 

63,211,521

 

12,058,315

 

8,271,526

 

60,000,306

 

Total

 

239,390,164

 

138,563,630

 

64,355,289

 

58,275,090

 

958,311,435

 

  Payments on the year of maturity 
Item 1 year  More than 1 up to 2  More than 2 up to 3  More than 3 up to 4  More than 5 
   ThCh$   ThCh$   ThCh$   ThCh$   ThCh$ 
Bank debt  775,684   849,879   81,111   81,111   4,081,333 
Bonds payable (1)  72,133,209   11,977,274   12,498,126   272,549,586   628,943,928 
Lease obligations  5,718,484   5,129,266   2,207,021   7,805,284   197,802 
Contractual obligations  8,426,144   83,368,375   13,446,852   9,839,970   9,714,261 
Total  87,053,521   101,324,794   28,233,110   290,275,951   642,937,324 

 

F-(1)    105Includes Mark-to-Market liability valuations for bond hedge derivatives

COVID-19-Related Risk

As a result of the impact that COVID-19 is having in different countries around the world, including its more recent outbreak in the countries where we operate, Coca-Cola Andina has taken measures necessary to protect its employees and to ensure the continuity of the Company’s operations.

Among the measures it has adopted to protect its employees are the following:

·campaign to educate our employees on actions to be taken to avoid the spread of COVID-19;

·sending home any employee that has been exposed to the virus;
·implementation of additional cleaning protocols for our facilities;
·modifying certain work practices and activities, keeping customer service:
-home office has been implemented for those employees whose work can be performed remotely
-domestic and international traveling has been canceled
·providing personal protective equipment to all our employees who need to keep working at plants and distribution centers, as well as to truck drivers and assistants, including face masks and sanitizers.

Since mid-March, governments of the countries where the Company operates, have adopted several measures to reduce infection rates of COVID-19. Among these measures are, the closing of schools, universities, shopping centers, restaurants and bars, prohibiting social gathering events, issuing stay-at-home orders and establishing quarantine requirements, imposing additional sanitary requirements on exports and imports, and limiting international travel and closing borders. Governments in the countries where we operate have also announced economic stimulus programs for families and businesses, including in Argentina a temporary restriction on workforce reductions. To date, none of our plants has had to suspend their operations.

As a result of the COVID-19 pandemic and the restrictions imposed by the authorities in the four countries where we operate, we have seen high volatility in our sales across channels. During the fourth quarter, in consolidated terms, we continue to see a reduction in our sales volumes on the on-premise channel (albeit to a lesser extent than in previous quarters), consisting mainly of restaurants and bars, which are already able to operate, but with capacity restrictions. We have also observed that volume grows again in supermarkets, albeit slightly and that the traditional and wholesale channels are the ones that continue to drive volume growth. Because the pandemic and the actions taken by governments are changing very rapidly, we believe it is too early to draw conclusions about changes in the long-term consumption pattern, and how these may affect our results of operations and financial results in the future.




Table 

Due to uncertainties regarding the COVID-19 pandemic and the above-mentioned government restrictions, including how long these conditions may persist, and the effects they will have on our sales volumes and our business in general, we cannot accurately predict the ultimate financial impact from these new trends. In any event, we estimate that we will not face liquidity constraints, or difficulties in complying with covenants under our debt instruments. We do not anticipate any significant provisions or impairments at this time. Finally, our investment plan for 2021 will return to precrisis levels, i.e. between approximately USD$ 160 – USD 180 million. Our investment plans are constantly monitored, and we cannot assure that we will completely fulfill it if there is a stronger flare-up of Contentsthis health situation in the countries where we operate or for other unforeseen circumstance.

 

NOTE 24 —  25 – EXPENSES BY NATURE

 

Other expenses by nature are:are:

 

 

01.01.2015

 

01.01.2014

 

01.01.2013

 

 01.01.2020 01.01.2019 01.01.2018 

Details

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 12.31.2020 12.31.2019 12.31.2018 

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

  ThCh$   ThCh$   ThCh$ 

Direct production costs

 

841,498,727

 

841,172,891

 

709,805,149

 

  862,383,664   877,716,948   759,229,954 

Payroll and employee benefits

 

296,611,242

 

264,644,018

 

214,183,604

 

  252,337,262   273,123,010   266,966,841 

Transportation and distribution

 

181,481,242

 

172,927,314

 

153,775,697

 

  126,683,586   138,486,337   137,428,173 

Marketing

 

43,676,871

 

48,109,609

 

45,729,107

 

Advertising  6,917,300   27,113,322   17,345,951 

Depreciation and amortization

 

100,632,332

 

102,966,925

 

83,336,884

 

  110,920,517   111,087,284   99,594,446 

Repairs and maintenance

 

33,732,510

 

34,374,318

 

29,869,212

 

  25,971,485   30,528,180   28,120,098 

Other expenses

 

164,164,860

 

146,232,108

 

113,697,218

 

  73,455,798   83,188,784   138,860,648 

Total

 

1,661,797,784

 

1,610,427,183

 

1,350,396,871

 

Total (1)  1,458,669,612   1,541,243,865   1,447,546,111 

(1) Corresponds to the addition of cost of sales, administration expenses and distribution cost,

 

NOTE 25 —  26 – OTHER INCOME

 

Other operating income by function is detailed as follows:follows:

 

 

01.01.2015

 

01.01.2014

 

01.01.2013

 

 01.01.2020 01.01.2019 01.01.2018 

Details

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 12.31.2020 12.31.2019 12.31.2018 

 

ThCh$

 

ThCh$

 

ThCh$

 

  ThCh$   ThCh$   ThCh$ 

 

 

 

 

 

 

 

Earnings from sale of ownership interest in Leao Junior

 

 

300,816

 

 

Gain on disposal of property, plant and equipment

 

233,255

 

2,533,546

 

3,345,299

 

Gain on disposal of Property, plant and equipment  16,005   265,514   1,984,547 
Recovery AFIP claim  -   -   232,617 
Recovery PIS and COFINS credits (1)  6,744,341   40,281,550   - 

Others

 

238,314

 

1,136,261

 

1,040,318

 

  1,595,952   400,094   392,004 

Total

 

471,569

 

3,970,623

 

4,385,617

 

  8,356,298   40,947,158   2,609,168 

(1)See Note 6 for more information regarding recovery

 

F-106



Table of Contents 

 

NOTE 26 —  27 – OTHER EXPENSES BY FUNCTION

 

Other expenses by function are detailed as follows:

 

 

 

01.01.2015

 

01.01.2014

 

01.01.2013

 

Details

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

Tax on bank debits

 

8,219,046

 

6,130,568

 

6,189,979

 

Contingencies and associated fees

 

8,866,661

 

3,502,207

 

7,071,527

 

Disposal and write-off of property, plant and equipment

 

3,979,594

 

5,812,123

 

7,546,982

 

Fiscal Credit Provision (Brazil)

 

 

 

1,970,894

 

Judicial Deposits Provision (Brazil)

 

 

 

1,255,090

 

Distribution restructuring project (Chile)

 

 

 

3,148,187

 

Merger expenses

 

 

 

772,689

 

Donations

 

214,856

 

2,034,119

 

582,000

 

Others

 

702,891

 

1,112,254

 

1,924,749

 

Total

 

21,983,048

 

18,591,271

 

30,462,097

 

  01.01.2020  01.01.2019  01.01.2018 
Details 12.31.2020  12.31.2019  12.31.2018 
  ThCh$  ThCh$  ThCh$ 
Contingencies and non-operating fees  1,081,812   17,690,171   10,192,495 
Tax on bank debits  3,367,615   4,356,973   4,653,929 
Write-offs, disposal and loss of Property, plant and equipment  7,972,976   2,978,194   262,366 
Others  5,007,853   1,157,509   948,973 
Total  17.430.256   26,182,847   16,057,763 

 

NOTE 27 —  28 – FINANCIAL INCOME AND EXPENSES

 

Financial income and expenses are detailed as follows:follows:

a)Financial income
  01.01.2020  01.01.2019  01.01.2018 
Detail 12.31.2020  12.31.2019  12.31.2018 
  ThCh$  ThCh$  ThCh$ 
Interest income  7,931,055   3,249,550   1,046,580 
Guaranty restatement Ipiranga acquisition  7,674   27,219   - 
Recovery PIS and COFINS credits (1)  5,124,810   39,780,620   - 
Other financial income  1,882,340   2,098,402   2,893,664 
Total  14,945,879   45,155,791   3,940,244 
(1)See Note 6 for more information regarding recovery

b)Financial costs
  01.01.2020  01.01.2019  01.01.2018 
Details 12.31.2020  12.31.2019  12.31.2018 
  ThCh$  ThCh$  ThCh$ 
Bond interest  45,927,500   38,153,036   38,547,682 
Bank loan interest  1,186,731   1,337,670   1,828,588 
Other financial costs  7,658,606   6,718,314   14,638,390 
Total  54,772,837   46,209,020   55,014,660 

 

a)Finance income

 

 

01.01.2015

 

01.01.2014

 

01.01.2013

 

Description

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

Interest income

 

9,175,522

 

7,770,198

 

4,497,802

 

Other interest income

 

942,853

 

885,425

 

475,510

 

Total

 

10,118,375

 

8,655,623

 

4,973,312

 

b)Finance expenses

 

 

01.01.2015

 

01.01.2014

 

01.01.2013

 

Description

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

Bond interest

 

42,096,039

 

44,917,601

 

12,441,966

 

Bank loan interest

 

8,115,445

 

15,029,145

 

14,283,636

 

Other interest costs

 

5,457,733

 

5,134,685

 

2,218,421

 

Total

 

55,669,217

 

65,081,431

 

28,944,023

 

F-107



Table of Contents

NOTE 28 —  29 – OTHER GAIN AND (LOSSES) GAINS

 

Other (losses) gains and (losses) are detailed as follows:follows:

 

 

 

01.01.2015

 

01.01.2014

 

01.01.2013

 

Details

 

12.31.2015

 

12.31.2014

 

12.31.2013

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

Gains (loss) on derivative transactions raw materials

 

(1,620,304

)

196,009

 

1,711,816

 

Losses on ineffective portion of hedge derivatives (see note 21 b)

 

(4,698,187

)

(5,995,530

)

(559,875

)

Previous year allowance reversals

 

 

1,411,030

 

 

Restructuring of operations (new Renca plant)

 

 

 

(94,143

)

Other income and (expenses)

 

17,370

 

(3,614

)

(317,425

)

Total

 

(6,301,121

)

(4,392,105

)

740,373

 

  01.01.2020  01.01.2019  01.01.2018 
Details 12.31.2020  12.31.2019  12.31.2018 
  ThCh$  ThCh$  ThCh$ 
(Losses) gains on ineffective portion of hedge derivatives  -   -   (2,707,802)
Other income and expenses  287   2,876   (57)
Total  287   2,876   (2,707,859)


 

 

NOTE 29 —  30THE ENVIRONMENT (unaudited)– LOCAL AND FOREIGN CURRENCY

 

The Company has made disbursements totaling ThCh$2,402,749 for improvements in industrial processes, equipment to measure industrial waste flows, laboratory analysis, consulting on environmental impactsLocal and others.foreign currency balances are the following:

CURRENT ASSETS 12.31.2020  12.31.2019 
  ThCh$  ThCh$ 
Cash and cash equivalents  309,530,699   157,567,986 
USD  21,332,268   16,733,249 
EUR  223,449   9,722 
CLP  201,936,140   78,420,966 
BRL  49,528,425   46,189,977 
ARS  14,821,502   3,830,199 
PGY  21,688,915   12,383,873 
         
Other current financial assets  140,304,853   347,278 
CLP  139,449,882   275,407 
BRL  10,171   13,498 
ARS  844,800   16,575 
PGY  -   41,798 
         
Other current non-financial assets  13,374,381   16,188,965 
USD  1,723,989   893,571 
EUR  621,516   615,636 
UF  493,546   410,203 
CLP  1,900,762   5,642,901 
BRL  1,300,995   1,738,793 
ARS  6,052,294   3,918,728 
PGY  1,281,279   2,969,133 
         
Trade accounts and other accounts receivable  194,021,253   191,077,588 
USD  901,930   1,431,079 
EUR      - 
UF  65,250   453,469 
CLP  105,340,179   83,328,449 
BRL  67,423,832   79,586,461 
ARS  14,928,954   19,088,164 
PGY  5,361,108   7,189,966 
         
Accounts receivable related entities  11,875,408   10,835,768 
USD      45,644 
CLP  6,965,894   9,157,922 
BRL  41,878   - 
ARS  4,867,636   1,632,202 
         
Inventories  127,972,650   147,641,224 
USD  -   6,027,076 
CLP  54,112,760   48,320,784 
BRL  31,446,180   43,820,564 
ARS  32,214,119   34,262,914 
PGY  10,199,591   15,209,886 
         
Current tax assets  218,472   9,815,294 
CLP  218,472   9,815,294 
BRL  -   - 
ARS  -   - 
         
Total current assets  797,297,716   533,474,103 
USD  23,958,187   25,129,648 
EUR  844,965   625,359 
UF  558,796   863,672 
CLP  509,924,089   234,962,693 
BRL  149,751,481   171,349,293 
ARS  73,729,305   62,748,782 
PGY  38,530,893   37,794,656 


 

NON-CURRENT ASSETS 12.31.2020  12.31.2019 
  ThCh$  ThCh$ 
Other non-current financial assets.  162,013,278   110,784,311 
UF  7,515,981   1,216,865 
BRL  144,684,180   98,918,457 
ARS  9,813,117   10,648,989 
         
Other non-current non-financial assets  90,242,672   125,636,150 
UF  338,014   318,533 
CLP  47,530   47,531 
BRL  88,001,852   122,922,979 
ARS  1,825,631   2,223,600 
PGY  29,645   123,507 
         
Accounts receivable, non-current  73,862   523,769 
UF  32,219   465,371 
ARS  1,211   636 
PGY  40,432   57,762 
         
Accounts receivable related entities, non-current  138.346   283,118 
CLP  138,346   283,118 
         
Investments accounted for using the equity method  87.956.354   99,866,733 
CLP  50,628,307   49,703,673 
BRL  37,328,047   50,163,060 
         
Intangible assets other than goodwill  604,514,165   675,075,375 
USD  3,959,421   3,959,421 
CLP  306,202,181   307,324,953 
BRL  139,166,117   189,240,893 
ARS  2,591,026   2,708,445 
PGY  152,595,420   171,841,663 
         
Goodwill  98,325,593   121,221,661 
CLP  9,523,767   9,523,767 
BRL  54,980,669   74,653,328 
ARS  27,343,642   29,750,238 
PGY  6,477,515   7,294,328 
         
Property, plant and equipment  605,576,545   722,718,863 
CLP  255,963,912   282,861,852 
BRL  179,286,945   251,080,517 
ARS  103,227,548   119,784,304 
PGY  67,098,140   68,992,190 
         
Deferred tax assets  1,925,869   1,364,340 
CLP  1,925,869   1,364,340 
         
Total non-current assets  1,650,766,684   1,857,474,320 
USD  3,959,421   3,959,421 
UF  7,886,214   2,000,769 
CLP  624,429,912   651,109,234 
BRL  643,447,810   786,979,234 
ARS  144,802,175   165,116,212 
PGY  226,241,152   248,309,450 

F-94

 

These disbursements by country are detailed as follows: 

 

 

 

 

 

Future commitments

 

 

 

 

 

 

 

 

 

to be capitalized to

 

 

 

Year ended 2015

 

 

 

property,

 

Country

 

Recorded as expenses

 

Capitalized to property,
plant and equipment

 

to be Recorded
as Expenses

 

plant and
equipment

 

 

 

ThCh$

 

ThCh$

 

ThCh$

 

ThCh$

 

 

 

 

 

 

 

 

 

 

 

Chile

 

868,113

 

 

 

 

Argentina

 

601,537

 

715

 

245,048

 

 

Brazil

 

483,228

 

17,973

 

114,667

 

 

Paraguay

 

86,788

 

344,395

 

 

 

Total

 

2,039,666

 

363,083

 

359,715

 

 

  12.31.2020  12.31.2019 
CURRENT LIABILITIES Up to 90 days  90 days to 1 year  Total  Up to 90 days  90 days to 1 year  Total 
  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$ 
Other financial liabilities, current  9,270,838   29,295,886   38,566,724   9,719,894   30,873,984   40,593,878 
USD  72,655   6,704,245   6,776,900   55,388   3,147,441   3,202,829 
UF  7,799,637   5,272,547   13,072,184   7,535,228   11,836,936   19,372,164 
CLP  908,790   13,489,310   14,398,100   842,221   11,700,946   12,543,167 
BRL  362,854   1,245,940   1,608,794   1,153,072   2,119,141   3,272,213 
ARS  70,950   1,578,082   1,649,032   75,060   704,921   779,981 
PGY  55,952   1,005,762   1,061,714   58,925   1,364,599   1,423,524 
                         
Trade accounts and other accounts payable, current  227,503,270   2,942,539   230,445,809   228,259,216   15,441,337   243,700,553 
USD  8,972,065   -   8,972,065   10,049,567   -   10,049,567 
EUR  1,622,411   -   1,622,411   2,024,156   -   2,024,156 
UF  -   -   -   2,044,871   -   2,044,871 
CLP  108,670,085   2,942,539   111,612,624   84,602,547   15,441,337   100,043,884 
BRL  58,136,480   -   58,136,480   75,051,089   -   75,051,089 
ARS  33,511,747   -   33,511,747   40,826,489   -   40,826,489 
PGY  15,878,527   -   15,878,527   13,660,497   -   13,660,497 
Other currencies  711,955   -   711,955   -   -   - 
                         
Accounts payable related entities, current  39,541,968   -   39,541,968   53,637,601   -   53,637,601 
CLP  23,884,687   -   23,884,687   28,471,399   -   28,471,399 
BRL  10,809,085   -   10,809,085   19,279,132   -   19,279,132 
ARS  4,848,196   -   4,848,196   5,887,070   -   5,887,070 
                         
Other current provisions  805,842   529,495   1,335,337   1,637,799   431,185   2,068,984 
CLP  805,842   494,748   1,300,590   1,637,799   427,697   2,065,496 
PGY  -   34,747   34,747   -   3,488   3,488 
                         
Tax liabilities, current  4,590,876   4,237,723   8,828,599   3,097,223   3,665,044   6,762,267 
CLP  173,771   3,414,859   3,588,630   896,975   -   896,975 
BRL  4,249,909   -   4,249,909   2,107,381   -   2,107,381 
ARS  167,196   439,641   606,837   92,867   3,446,054   3,538,921 
PGY  -   383,223   383,223   -   218,990   218,990 
                         
Employee benefits current provisions  17,027,427   14,043,592   31,071,019   26,513,813   11,879,041   38,392,854 
CLP  1,168,973   5,799,389   6,968,362   1,241,603   5,509,351   6,750,954 
BRL  15,325,256   -   15,325,256   20,681,694   -   20,681,694 
ARS  533,198   6,701,756   7,234,954   4,590,516   5,260,142   9,850,658 
PGY  -   1,542,447   1,542,447   -   1,109,548   1,109,548 
                         
Other current non-financial liabilities  620,609   27,646,121   28,266,730   328,441   26,173,774   26,502,215 
CLP  598,769   27,551,000   28,149,769   327,847   26,064,658   26,392,505 
ARS  21,840   -   21,840   594   5,286   5,880 
PGY  -   95,121   95,121   -   103,830   103,830 
                         
Total current liabilities  299,360,830   78,695,356   378,056,186   323,193,987   88,464,365   411,658,352 
USD  9,044,720   6,704,245   15,748,965   10,104,955   3,147,441   13,252,396 
EUR  1,622,411   -   1,622,411   2,024,156   -   2,024,156 
UF  7,799,637   5,272,547   13,072,184   9,580,099   11,836,936   21,417,035 
CLP  136,210,917   53,691,845   189,902,762   118,020,391   59,143,989   177,164,380 
BRL  88,883,584   1,245,940   90,129,524   118,272,368   2,119,141   120,391,509 
ARS  39,153,127   8,719,479   47,872,606   51,472,596   9,416,403   60,888,999 
PGY  15,934,479   3,061,300   18,995,779   13,719,422   2,800,455   16,519,877 
Other currencies  711,955   -   711,955   -   -   - 


 

  12.31.2020  12.31.2019 
NON-CURRENT LIABILITIES More than 1 up to 3 years  More than 3 up to 5 years  More than 5 years  Total  More than 1 up to 3 years  More than 3 up to 5 years  More than 5 years  Total 
  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$  ThCh$ 
Other non-current financial liabilities  31,811,687   279,600,958   678,416,924   989,829,569   34,794,568      299,661,490   408,870,999   743,327,057 
USD  366,652   259,746,604   207,280,189   467,393,445   509,366   271,700,335   -   272,209,701 
UF  24,669,188   13,214,387   414,689,041   452,572,616   22,584,954   24,627,105   400,393,581   447,605,640 
CLP  4,089,001   4,000,000   51,568,854   59,657,855   7,926,056   -   -   7,926,056 
BRL  2,394,281   2,639,967   4,878,840   9,913,088   3,319,514   3,334,050   8,477,418   15,130,982 
ARS  128,930   -   -   128,930   55,222   -   -   55,222 
PGY  163,635   -   -   163,635   399,456   -   -   399,456 
                                 
Accounts payable, non-current  295,279   -   -   295,279   619,587   -   -   619,587 
CLP  293,176   -   -   293,176   618,509   -   -   618,509 
ARS  2,103   -   -   2,103   1,078   -   -   1,078 
                                 
Accounts payable related companies  10,790,089   -   -   10,790,089   19,777,812   -   -   19,777,812 
BRL  10,790,089   -   -   10,790,089   19,777,812   -   -   19,777,812 
                                 
Other non-current provisions  789,016   47,945,920   -   48,734,936   968,404   66,070,162   -   67,038,566 
BRL  -   47,945,920   -   47,945,920   -   66,070,162   -   66,070,162 
ARS  789,016   -   -   789,016   968,404   -   -   968,404 
                                 
Deferred tax liabilities  10,677,151   38,508,424   104,483,972   153,669,547   12,834,788   49,848,536   106,766,423   169,449,747 
UF  -   -   -   -   -   -   1,298,050   1,298,050 
CLP  1,604,289   1,070,325   90,781,152   93,455,766   1,449,404   181,418   90,271,026   91,901,848 
BRL  -   37,438,099   -   37,438,099   -   49,667,118   -   49,667,118 
ARS  9,072,862   -   -   9,072,862   11,385,384   -   -   11,385,384 
PGY  -   -   13,702,820   13,702,820   -   -   15,197,347   15,197,347 
                                 
Employee benefits non-current provisions  911,873   145,165   12,578,520   13,635,558   1,114,051   148,954   8,910,349   10,173,354 
CLP  378,733   145,165   12,578,520   13,102,418   461,587   148,954   8,910,349   9,520,890 
ARS  -   -   -   -   88,090   -   -   88,090 
PGY  533,140   -   -   533,140   564,374   -   -   564,374 
                                 
Other non-financial liabilities  35,315   21,436,733   -   21,472,048   -   -   -   - 
BRL  -   21,436,733   -   21,436,733   -   -   -   - 
ARS  35,315   -   -   35,315   -   -   -   - 
                                 
Income taxes payable, non-current  20,597   -   -   20,597   -   -   -   - 
CLP  20,597   -   -   20,597   -   -   -   - 
                                 
Total non-current liabilities  55,331,007   387,637,200   795,479,416   1,238,447,623   70,109,210   415,729,142   524,547,771   1,010,386,123 
USD  366,652   259,746,604   207,280,189   467,393,445   509,366   271,700,335   -   272,209,701 
UF  24,669,188   13,214,387   414,689,041   452,572,616   22,584,954   24,627,105   401,691,631   448,903,690 
CLP  6,385,796   5,215,490   154,928,526   166,529,812   10,455,556   330,372   99,181,375   109,967,303 
BRL  13,184,370   109,460,719   4,878,840   127,523,929   23,097,326   119,071,330   8,477,418   150,646,074 
ARS  10,028,226   -   -   10,028,226   12,498,178   -   -   12,498,178 
PGY  696,775   -   13,702,820   14,399,595   963,830   -   15,197,347   16,161,177 


 

 

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Table of Contents31 – SUBSEQUENT

NOTE 30 —  SUBSEQUENT EVENTS

 

On February 17, 2021, the ordinary Boardsubsidiary Paraguay Refrescos S.A. along with the companies INPET S.A.E.C.A and CORESA. executed the Bylaws and Shareholders' Agreement for the incorporation of Directors, held and January 28, 2016, Directors of Embotelladora Andina S.A. agreed to incorporate a closed joint-stock company called Coca-Cola Del Valle New Ventures"CIRCULAR- PET S.A. (“Coca-Cola Del Valle”)" Each of the companies will hold a 33.3% ownership interest in the company's share capital.

The subscribed share capital of CIRCULAR- PET S.A. is CLP 4,326 million (PGY 42,000,000,000), where each shareholder at the incorporation act paid a share of CLP 1,030,000 (PGY 10,000,000), totaling a paid-up share capital of CLP 3,090,000 (PGY 30,000,000).

 

The capitalprincipal activity of Coca-Cola Del Valle will be Ch$10,000,000, 35% of which will be contributed by Embotelladora AndinaCIRCULAR-PET S.A., 15% by Embonor S.A. and 50% by Coca-Cola de Chile S.A.  The main corporate purpose of Coca-Cola Del Valle will be the developmentmanufacture and productioncommercialization of juices, waterrecycled post-consumer PET resins, from the transformation of PET flakes. Participation in the company provides the Group with a fully integrated supply chain for its growing business of commercializing products in PET bottles and non-carbonated beverageswill ensure the supply of recycled resin under brands owned by The Coca-Cola Company, that Andina and Coca-Cola Embonor S.A. are authorized to commercialize and distribute in their respective franchise territories.the best conditions for the coming years.

 

There are noNo other subsequent events have occurred after December 31, 2020 that may significantly impactaffect the Company’sCompany's consolidated financial situation.

 


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