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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________________ to
______________________
Commission file number 33-80138
Embotelladora Andina S.A.
(Exact name of Registrant as specified in its charter)
Andina Bottling Company
(Translation of the Registrant's name in English)
The Republic of Chile
(State or other jurisdiction
of incorporation or organization)
Avenida Andres Bello 2687, Piso 20
Las Condes
Santiago, Chile
(562) 338-0520
(Address and telephone number of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which registered
-------------------------------- -----------------------------------------
Series A Shares, Series B shares New York Stock Exchange
of Registrant represented by
American Depositary Shares,
Debt Securities
Securities registered or to be registered pursuant to Section 12(g) of the
Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
________________________
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
Common Stock, with no par value: 12/31/01.
________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark which financial statement item the registrant has
elected to follow.
[ ] Item 17 [X] Item 18
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INTRODUCTION
Unless the context otherwise requires, as used in this annual report on
Form 20-F ("Annual Report"):
o the "Company" means Andina and its consolidated subsidiaries;
o "Andina" means Embotelladora Andina S.A.;
o "Refrescos" means the Company's subsidiary, Rio de Janeiro Refrescos
Ltda. and its subsidiaries;
o "Edasa" means the Company's subsidiary, Embotelladora del Atlantico
S.A.;
o "Vital" means the Company's subsidiary, Vital S.A.;
o "Multipack" means the Company's subsidiary, Envases Multipack S.A.;
o "Cipet" means the Company's subsidiary, Complejo Industrial Pet S.A.
Likewise, unless the context otherwise requires, "The Coca-Cola Company"
means The Coca-Cola Company or any of its subsidiaries, including without
limitation Coca-Cola de Chile S.A. ("C-C Chile"), which operates in Chile,
Coca-Cola Industrias Ltda. ("C-C Brazil"), which operates in the Federative
Republic of Brazil ("Brazil") and Coca-Cola de Argentina S.A. ("C-C
Argentina"), which operates in the Republic of Argentina ("Argentina").
In addition, as used in this Annual Report:
o the "Chilean territory" means the Metropolitan Region of Santiago,
Chile and the neighboring provinces of Cachapoal, excluding the
municipality of San Vicente, and San Antonio;
o the "Brazilian territory" means the municipality of Rio de Janeiro,
Espirito Santo, the southern part of Minas Gerais, Brazil and
portions of the neighboring areas of Itaguai, Mangaratiba, Duque de
Caxias and Sao Joao de Meriti, Niteroi, Itambi, Campos, Gobernador,
Valadares y Cariacica; and,
o the "Argentine territory" means the provinces of Cordoba, Mendoza,
San Juan, San Luis, Entre Rios, Buenos Aires (San Nicolas and
Ramallo) and most of Santa Fe, Argentina. In January 1998, the
Company acquired an ongoing Coca-Cola Soft Drinks distributor in the
city of Gualeguaychu in the province of Entre Rios and thereby
became the sole distributor of Coca-Cola Soft Drinks in the province
of Entre Rios.
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
Unless otherwise specified, references herein to "dollars", "U.S.
dollars" or "US$" are to United States dollars; references to "pesos",
"Chilean pesos" or "Ch$" are to Chilean pesos; references to "UF" are to
Unidades de Fomento, a daily indexed Chilean peso-denominated monetary unit
that takes into account the effect of the Chilean inflation rate of the
previous month; and references to "real" or
"reals" or "R$" are to Brazilian reals. Certain percentages and amounts
contained herein have been rounded for ease of presentation.
Included elsewhere in this Annual Report are the Company's audited
consolidated balance sheets at December 31, 2000 and 2001 and the related
audited consolidated statements of income and of cash flows for the three
years in the period ended December 31, 2001 (collectively, the "Consolidated
Financial Statements"), which have been prepared in accordance with generally
accepted accounting principles in Chile as in effect from time to time
("Chilean GAAP"). The consolidated financial results of the Company include
the results of subsidiaries of the Company located outside Chile, principally
in Brazil and Argentina, which in the aggregate accounted for 49% of the
Company's total assets, 60% of the Company's net sales and 30% of the
Company's operating income at and for the year ended December 31, 2001. The
Company's subsidiaries outside Chile prepare their financial statements in
accordance with Chilean GAAP and, for purposes of local taxation, in
accordance with the generally accepted accounting principles in their country
of incorporation. The Consolidated Financial Statements reflect the Chilean
GAAP results of the Company's subsidiaries outside Chile translated into
Chilean pesos. On January 1, 1998, the results of the Company's non-Chilean
subsidiaries once again began stating their results in U.S. dollars prior to
their translation into Chilean pesos at the year-end exchange rate. Chilean
GAAP requires monetary assets and liabilities to be translated at year-end
rates of exchange, non-monetary assets and liabilities to be translated at
historical rates of exchange as of the date of acquisition or incurrence, as
the case may be, and income and expense accounts to be translated at the
average monthly exchange rate for the month in which recognized. Unless
otherwise specified, financial data regarding the Company is presented herein
in constant Chilean pesos (which factors in the purchasing power of the
Chilean peso) as of December 31, 2001. See Notes 1(b) and 25(I)(b) of the
Notes to the Consolidated Financial Statements.
For the convenience of the reader, this Annual Report contains
translations of certain Chilean peso amounts into U.S. dollars at specified
rates. Unless otherwise indicated, U.S. dollar equivalent information for
amounts in Chilean pesos is based on the Observed Exchange Rate (as defined
under "Item 3. Key Information--Exchange Rates") reported by the Banco Central
de Chile (the "Central Bank") for December 31, 2001, which was Ch$
654.79=US$1.00. The Federal Reserve Bank of New York does not report a noon
buying rate in New York City for Chilean pesos. No representation is made that
the peso or U.S. dollar amounts shown in this Annual Report could have been or
could be converted into U.S. dollars or pesos, as the case may be, at any
particular rate or at all.
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As used in this Annual Report:
o "unit case" or "UC" means 192 ounces of finished beverage (24 eight-ounce
servings) or, when applied to concentrate and post-mix syrup, means the
volume of concentrate or post-mix syrup which is required to produce 192
ounces of finished soft drink beverage;
o one kilogram = 2.2 pounds, one ton (metric ton) = 2,204.6 pounds,
o one hectare = 2.47 acres, one kilometer = 0.6214 miles; and
o one meter = 1.0936 yards.
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The term "Coca-Cola Soft Drinks":
o when used in connection with the Company's Chilean operations, refers to
products bearing the labels
>> Coca-Cola,
>> Coca-Cola Light,
>> Fanta Naranja,
>> Fanta Durazno,
>> Fanta Pina,
>> Fanta Light,
>> Sprite,
>> Sprite Light,
>> Quatro,
>> NordicMist Ginger Ale
>> NordicMist Tonica
>> Tai and
>> Lift
o when used in connection with the Company's Brazilian operations, refers
to products bearing the labels
>> Coca-Cola,
>> Coca-Cola Light,
>> Fanta Laranja,
>> Diet Fanta Laranja,
>> Fanta Uva,
>> Sprite,
>> Diet Sprite,
>> Guarana Tai,
>> Guarana Kuat,
>> Guarana Kuat Light
>> Schweppes Tonica and
>> Schweppes Citrus;
o when used in connection with the Company's Argentine operations, refers
to products bearing the labels
>> Coca-Cola,
>> Coca-Cola Light,
>> Fanta Naranja,
>> Fanta Tonica,
>> Fanta Limon,
>> Fanta Manzana,
>> Fanta Pomelo,
>> Sprite,
>> Diet Sprite,
>> Quatro Pomelo,
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>> Quatro Limonada,
>> Kin,
>> Schweppes Tonica,
>> Schweppes Citrus;
>> Schweppes Ginger Ale
>> Tai Lima-Limon,
>> Tai Naranja,
>> Crush Lima-Limon,
>> Crush Naranja,
>> Crush Pomelo Rosado,
Information contained in this Annual Report regarding annual volume
and per capita growth rates and levels, and market share, product segment,
packaging and population data in bottling and distribution territories, has
been computed by the Company and is based upon statistics accumulated and
certain assumptions made by the Company. Additional data was obtained from
third parties. Sales information presented with respect to soft drinks and
beer is based on data supplied by A.C. Nielsen Company ("A.C. Nielsen") and is
believed to be accurate although no assurances to that effect can be given. To
the extent estimates are contained in this Annual Report, management of the
Company believes that such estimates are reliable to the best of its
knowledge.
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PART I
Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
Item 3. KEY INFORMATION
Selected Financial Data
The following table presents selected consolidated and other financial
and operating information for the Company at the dates and for the periods
indicated. The selected financial information at December 31, 2000 and 2001
and for each of the three years in the period ended December 31, 2001, has
been derived from, should be read in conjunction with, and is qualified in its
entirety by reference to the Consolidated Financial Statements and the Notes
thereto, included elsewhere in this Annual Report, which were audited by
PricewaterhouseCoopers, independent accountants. The consolidated financial
statements of the Company are prepared in accordance with Chilean GAAP, which
differ in certain significant respects from U.S. GAAP. Note 25 of the Notes to
the Consolidated Financial Statements provides a description of the principal
differences between Chilean GAAP and U.S. GAAP as they relate to the Company
and a reconciliation to U.S. GAAP of net income and total shareholders' equity
for the periods and as of the dates covered thereby.
The consolidated financial results of the Company include the results of
subsidiaries of the Company located outside Chile, principally in Brazil and
Argentina, which, in the aggregate accounted for 49% of the Company's total
assets, 60% of the Company's net sales and 30% of the Company's operating
income at and for the year ended December 31, 2001. The Company's subsidiaries
outside Chile prepare their financial statements in accordance with Chilean
GAAP as well as, for purposes of local taxation, in accordance with the
generally accepted accounting principles in their country of incorporation.
The Consolidated Financial Statements reflect the results of the Company's
subsidiaries outside Chile translated into Chilean pesos and presented in
Chilean GAAP. Since January 1, 1998, the Company's subsidiaries outside Chile
have been stating their results in U.S. dollars prior to translation into
Chilean pesos at period-end. Chilean GAAP requires monetary assets and
liabilities to be translated at year-end rates of exchange, non-monetary
assets and liabilities and shareholders' equity to be translated at historical
rates of exchange as of the date of acquisition or incurrence, as the case may
be, and income and expense accounts to be translated at the average monthly
exchange rate for the month in which recognized. As required by Chilean GAAP,
the Company's financial statements are adjusted to reflect changes in
purchasing power of the Chilean peso resulting from inflation. These changes
are based on the consumer price index measured from December 1 to November 30
of each year. Unless otherwise specified, financial data regarding the Company
is presented herein in constant Chilean pesos (which takes into consideration
purchasing power of the Chilean peso) of December 31, 2001. See Notes 1(b) and
25(I)(b) of the Notes to the Consolidated Financial Statements.
The Company experienced an increase in net sales of 5% in 2001 compared
to 2000. See "Item 5. Operating and Financial Review and Prospects--Factors
Affecting Comparability."
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Year ended December 31,
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1997 1998 1999 2000 2001 2001(1)
---- ---- ---- ---- ---- -------
(in millions of constant Ch$ of December 31, 2000 and US$)(2)
Income Statement Data:
Chilean GAAP:
Net sales................ Ch$449,596 Ch$456,639 Ch$416,063 Ch$458,843 Ch$ 481,927 US$ 736
Cost of sales............ (261,333) (268,288) (259,214) (277,683) (301,613) (461)
Administrative and selling
expenses............. (117,766) (131,017) (116,992) (124,619) (124,488) (190)
---------- ---------- ---------- ---------- ---------- ---------
Operating income......... Ch$70,498 Ch$57,334 Ch$39,857 Ch$56,541 Ch$ 55,826 US$ 85
Non-operating income
(expense), net....... Ch$(633) Ch$8,638 Ch$(5556) Ch$(15,818) Ch$ (4,814) US$ (7)
Taxes and minority interest (9,699) (12,485) (5,431) (1,945) (7,232) (11)
Amortization of goodwill. (9,306) (4,149) (4,516) (6,301) (10,713) (16)
---------- ---------- ---------- ---------- ---------- ---------
Net income............... Ch$50,860 Ch$49,337 Ch$29,355 Ch$32,477 Ch$33,067 US$ 51
========== ========== ========== ========== =========== =========
U.S. GAAP:
Net income............... Ch$46,555 Ch$47,930 Ch$27,980 Ch$34,984 Ch$10,219 US$16,000
Balance Sheet Data:
Chilean GAAP:
Total assets............. Ch$670,742 Ch$712,076 Ch$745,663 Ch$676,549 Ch$689,715 US$1,053
Short-term debt(2)....... 12,260 8,772 15,029 19,178 22,423 34
Long-term debt........... 178,807 186,741 202,818 162,693 202,321 309
Total shareholders' equity 352,198 386,901 423,051 390,924 372,092 568
U.S. GAAP:
Total shareholders' equity Ch$332,021 Ch$368,291 Ch$403,469 Ch$374,085 Ch$356,624 US$5,045
Other Financial Information:
Chilean GAAP:
Depreciation............. Ch$34,537 Ch$36,869 Ch$42,457 Ch$41,779 Ch$40,707 US$62
Capital expenditures..... 52,321 53,374 34,830 22,251 21,550 33
Ratio of total debt to total
capitalization(3).... 0.34 0.33 0.33 0.32 0.38
EBITDA(4)................ Ch$105,035 Ch$94,204 Ch$82,314 Ch$98,320 Ch$96,533 US$147
Ratio of EBITDA to financial
expenses(5).......... 12.5 5.8 4.5 4.7 3.3
Per share to net income.. 66.90 64.89 38.61 42.71 43.49 0.07
Per ADS to net income.... 401.38 389.37 231.67 256.31 260.96 0.40
Other Operating Data:
Sales volume of Coca-Cola
Soft Drinks(6)....... 239.6 243.8 243.7 284.1 311.1
Sales volume of Other
Beverages(6)(7)...... 26.4 25.8 24.4 25.8 27.9
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(footnotes on next page)
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(1) Chilean peso amounts have been translated into U.S. dollars at the rate
of Ch$ 654.79 per US$1.00, the Observed Exchange Rate on December 31,
2001. See "Item 3. Key Information--Exchange Rates".
(2) Includes short-term bank liabilities and the portion of long-term bank
liabilities and bonds currently payable.
(3) Total debt is calculated as the sum of Short-term and Long-term debt.
Total capitalization is calculated as the sum of total debt, minority
interest and total shareholders' equity. Shareholders' equity under U.S.
GAAP differs from Chilean GAAP primarily in the treatment of the shares
repurchased by Andina pursuant to the statutory withdrawal rights, the
valuation of the Common Stock purchased by The Coca-Cola Company in
December 1996, the accounting for deferred income taxes, revaluation and
depreciation of certain property, plant and equipment on the basis of
technical appraisal, different goodwill amounts and differences in
amortization periods, difference in accounting for accumulated
translation adjustment of foreign investments, difference in joint
venture accounting and the treatment of payment of minimum dividends. See
Note 25(n) and Note 9(c) of the Notes to the Consolidated Financial
Statements.
(4) EBITDA is calculated by adding depreciation to operating
income. Since amortization is not an operating expense under Chilean
GAAP, it has not been added back to Operating income for purposes of this
calculation. EBITDA is presented because it is a widely accepted
indicator of funds available to service debt, although it is not a
Chilean GAAP-based measure of liquidity or performance. The Company
believes that EBITDA, while providing useful information, should not be
considered in isolation or as a substitute for net income as an indicator
of operating performance, or as an alternative to cash flow as a measure
of liquidity.
(5) Financial expenses include amortization of bond discounts and issue
costs.
(6) UCs in millions.
(7) Includes juices and mineral water (in Chile) and beer and mineral water
(in Brazil).
Exchange Rates
Prior to 1989, Chilean law permitted the purchase and sale of foreign
currencies only in those cases explicitly authorized by the Central Bank. With
the enactment of the Central Bank Act in 1989 the rules that govern the
purchase and sale of foreign currencies were liberalized. The Central Bank Act
empowers the Central Bank to determine that certain purchases and sales of
foreign currencies specified by law must be carried out in the Formal Exchange
Market. The Formal Exchange Market is comprised of the banks and other
entities so authorized by the Central Bank. The conversion from pesos to U.S.
dollars of all payments and distributions by the Company with respect to the
ADSs described herein must be transacted at the spot market rate in the Formal
Exchange Market.
For purposes of the operation of the Formal Exchange Market, the Central
Bank sets a reference exchange rate (dolar acuerdo, the "Reference Exchange
Rate"). The Reference Exchange Rate is reset monthly by the Central Bank,
taking internal and external inflation into account, and is adjusted daily to
reflect variations in parities between the peso and each of the U.S. dollar,
Euro and the Japanese yen. The daily observed exchange rate for a given date
(the "Observed Exchange Rate") is the average exchange rate of the
transactions conducted in the Formal Exchange Market on the immediately
preceding banking day, as certified by the Central Bank.
Until September 1999, authorized transactions by banks were generally
transacted within a certain band above or below the Reference Exchange Rate.
In order to maintain the average exchange
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rate within such limits, the Central Bank intervened by selling and buying
foreign currencies on the Formal Exchange Market.
On September 2, 1999, the Central Bank resolved to eliminate the exchange
rate band as an instrument of exchange rate policy, introducing more
flexibility to the exchange market. For this measure, the monetary authority
considered the international financial scenario, the domestic inflation rate,
the level of the external accounts, and the market development of hedge
exchange financial instruments. At the same time, the Central Bank announced
that an intervention in the exchange market would take place only in special
and qualified cases.
Purchases and sales of foreign currencies which may be effected outside
the Formal Exchange Market can be carried out in the Mercado Cambiario
Informal (the "Informal Exchange Market"). The Informal Exchange Market and
its predecessor, the "Unofficial Market", reflect the supply and demand for
foreign currencies. There are no limits imposed on the extent to which the
rate of exchange in the Informal Exchange Market can fluctuate above or below
the Observed Exchange Rate. On December 31, 2001, the average exchange rate in
the Informal Exchange Market was 0.8% higher than the published Observed
Exchange Rate of Ch$ 654.79 per U.S. dollar.
The following table sets forth the annual low, high, average and
period-end Observed Exchange Rate for U.S. dollars for each year beginning in
1996, as reported by the Central Bank.
Daily Observed Exchange Rate Ch$ per US$(1)
------------------------------------------------------------------
Year Low(2) High(2) Average(3) Period End
- ---- ------ ------- ---------- ----------
1996.................. Ch$ 402.25 Ch$ 424.97 Ch$ 412.27 Ch$ 424.87
1997.................. 411.85 439.81 419.31 439.18
1998.................. 439.18 475.41 460.29 472.41
1999.................. 468.69 550.93 508.78 530.07
2000.................. 501.04 580.37 539.49 573.65
2001.................. Ch$ 557.13 Ch$ 716.62 Ch$ 630.12 Ch$ 654.79
Daily Observed Exchange Rate Ch$ per US$(1)
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Month Low(2) High(2) Average(3) Period End
- ----- ------ ------- ---------- ----------
December 2001......... Ch$ 660.16 Ch$ 689.95 Ch$ 669.14 Ch$ 654.79
January 2002.......... Ch$ 650.28 Ch$ 683.11 Ch$ 667.28 Ch$ 676.23
February 2002......... Ch$ 671.86 Ch$ 699.98 Ch$ 678.84 Ch$ 672.30
March 2002............ Ch$ 655.44 Ch$ 670.67 Ch$ 663.26 Ch$ 655.90
April 2002............ Ch$ 644.29 Ch$ 662.78 Ch$ 650.82 Ch$ 646.44
May 2002.............. Ch$ 650.31 Ch$ 659.14 Ch$ 653.91 Ch$ 655.09
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Source: Central Bank.
(1) Nominal Figures.
(2) Exchange rates are the actual low and high, on a day-by-day basis for each period.
(3) The average of monthly average rates during the year.
The Observed Exchange Rate on May 31, 2002 was Ch$655.90= US$1.00.
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RISK FACTORS
Prospective investors should carefully consider, in light of their own
financial circumstances and investment objectives, all the information set
forth herein and, in particular, should evaluate the following risk factors.
Risks Relating to the Company
We Rely Heavily on Our Relationship with the Coca-Cola Company
Approximately 87% of our Company's net sales in 2001 were derived from
the distribution of Coca-Cola Soft Drinks. The Company produces, markets and
distributes Coca-Cola products through standard bottler agreements between the
Company's bottler subsidiaries, and, in each case, the local subsidiary of The
Coca-Cola Company. The Coca-Cola Company has the ability to exercise
substantial influence over the conduct of the Company's business through its
rights under the Bottler Agreements (as defined in "Item 7. Majority
Shareholders and Related Party Transactions--Related Party
Transactions--Bottler Agreements").
Under the Bottler Agreements, The Coca-Cola Company unilaterally and at
its discretion sets the prices for Coca-Cola Soft Drink concentrates and
beverages (in the case of soft drinks pre-mixed by The Coca-Cola Company) sold
to the Company. The Coca-Cola Company also monitors pricing changes instituted
by the Company and has the right to review and approve the Company's
marketing, operational and advertising plans. The Company's marketing
campaigns for all Coca-Cola Soft Drinks are designed and controlled by The
Coca-Cola Company. Pursuant to the Bottler Agreements, the Company is required
to submit a business plan to The Coca-Cola Company for prior approval. In
accordance with the Bottler Agreements, The Coca-Cola Company may, among other
things, require that the Company demonstrate its financial ability to meet its
business plan and may terminate the Company's rights to produce, market and
distribute Coca-Cola Soft Drinks in territories with respect to which such
approval is withheld. Under the Bottler Agreements, the Company is prohibited
from producing, bottling, distributing or selling any products that could be
substituted for, confused with or be considered an imitation of Coca-Cola Soft
Drinks.
The Company is dependent on The Coca-Cola Company to renew the Bottler
Agreements. The Chilean Bottler Agreements (as defined in "Item 7. Major
Shareholders and Related Party Transactions--Related Party
Transactions--Bottler Agreements") dated December 31, 1997 are due to expire
on December 31, 2002. In accordance with the Bottler Agreements, the Bottler
Agreements are subject to termination by The Coca-Cola Company in the event of
default by the Company or upon expiration in accordance with their respective
terms. No assurance can be given that the Bottler Agreements will be renewed
or extended upon their expiration, and even if they are renewed, there is no
assurance that renewal will be granted on the same terms as those currently in
force. Termination, non-extension or non-renewal of any of the Bottler
Agreements would have a material adverse effect on the Company's business,
financial condition and results of operation.
In addition, any acquisition by the Company of bottlers of Coca-Cola
products in other countries may require, among other things, the consent of
The Coca-Cola Company under bottler agreements entered into with such other
bottlers. There can be no assurance that the Coca-Cola Company will provide
its consent to any future geographic expansion of the Company's Coca-Cola Soft
Drinks business. There can also be no assurance that the Company's
relationship with The Coca-Cola
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Company will not undergo significant changes in the future. If such changes do
occur, the Company, its operations, and financial results and condition could
be materially affected.
We are Engaged in a Highly Competitive Business
The soft drink and non-alcoholic beverage businesses are highly
competitive in each of the Company's franchise territories. In each of its
franchise territories, the Company competes with, among others, bottlers of
PepsiCo, Inc. ("PepsiCo") as well as bottlers of regional brands. The
Company's beverage products also compete generally with, among others,
bottlers of other non-alcoholic beverages. Although the Company believes that
it is well positioned to meet its objective of increasing sales volume at
acceptable levels in the Chilean territory, competition can be expected to
continue, and no assurance can be given that such competition will not
intensify in the future which could materially and adversely affect the
Company's results of operations. See "Item 4. Information on the
Company--Business--Soft Drink--Business--Competition".
The intense price competition that is characteristic of the Rio de
Janeiro beverage market has adversely affected the Company's results of
operations in the Brazilian territory in previous periods and could continue
to adversely affect such results of operations. While the Company engages in
extensive marketing to establish brand differentiation and loyalty, there can
be no assurance that such marketing efforts will be sufficient to maintain or
increase Refrescos' current sales volume or market share or that such effort
swill not be countered aggressively by the efforts of the Company's
competitors, resulting in a drop in either or both of the Company's sales or
market share in Brazil. See "Item 4. Information on the
Company--Business--Soft Drink Business--Competition".
The Argentine soft drink territory is highly competitive, and brand
loyalty and consumer preferences, particularly in the Company's Argentine
territory, are less well defined. While the Company's Argentine subsidiaries
engage in extensive marketing to establish brand differentiation and loyalty,
there can be no assurances that the Company's competitors will not increase
the amount or effectiveness of their marketing, which would result in a drop
in either or both of the Company's sales or market share in Argentina. There
can be no assurance that price competition will not become more aggressive,
which could adversely affect margins and earnings levels. See "Item 4.
Information on the Company--Business--Soft Drink Business--Competition".
Currently, the Company has been implementing price increases to offset the
impact of the devaluation of the Argentine peso. There can be no assurances
given that the Company will be able to continue to raise prices (given factors
such as competitive pressures and consumer demand), which would adversely
affect the Company's financial results.
Raw Materials Prices May be Subject to U.S. Dollar/Local Peso Currency
Risk
Numerous raw materials, including, without limitation, sugar, resin, and
aluminum, are used in producing the Company's beverages and containers. The
Company has purchased its raw materials from both domestic and international
suppliers. See "Item 4. Information on the Company--Raw Materials". Because
the Company is often required to purchase raw materials in the international
markets using U.S. Dollars, the Company is subject to local currency risk in
each of its operations. If the Chilean peso, Brazilian real or Argentine peso
were to lose value against the U.S. Dollar, the cost of certain raw materials
could rise significantly, which, in turn, could adversely affect the Company's
net income. There can be no assurance that these currencies will not lose
value against the U.S. Dollar in the future.
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The Effect of Future Acquisitions is Uncertain
In recent years, the Company has expanded by acquiring interests in
bottlers in Argentina and Brazil. The Company's business strategy includes
plans for future expansion within Latin America. Newly acquired bottlers,
however, may not ever operate profitably and may lack the resources to fund
appropriate levels of maintenance and improvements. Any acquisition of
Coca-Cola bottlers is subject to the availability of other Coca-Cola bottlers
for acquisition and to the approval of The Coca-Cola Company under the Bottler
Agreements with such bottlers. There can be no assurance that the Company will
be successful in acquiring other bottlers or that, if it successfully acquires
one or more such businesses, that the Company will be able to operate such
businesses profitably.
Supply of utility services may be impaired
In the countries in which the Company operates, the Company's operations
are highly dependant on a stable supply of utilities and fuel. Given recent
instability, especially in Argentina, there can be no assurances that
continued institutional instability will not impair the Company's ability to
procure required utility services or fuel in the future which could adversely
impact the Company's results or operations.
Risks Relating to Chile
Our Business is Dependent on Economic Conditions in Chile
Approximately 51% of the Company's assets and 40% of the Company's net
sales in 2001 were in Chile. Thus, the Company's financial condition and
results of operations depend significantly on economic conditions prevailing
from time to time in Chile. Although the Chilean economy grew every year
between 1984 and 1997, in 1998 this trend slowed significantly. According to
data published by the Central Bank, the Chilean economy grew at a rate of 3.4%
in 1998, contracted at a rate of 1.0 % in 1999, grew at a rate of 4.4% in 2000
and at a rate of 2.8% in 2001.
Our financial condition and results of operations could also be adversely
affected by changes which we have no control over, including, without
limitation:
o the economic or other policies of the Chilean government, which has a
substantial influence over many aspects of the private sector;
o other political or economic developments in or affecting Chile; and
o regulatory changes or administrative practices of Chilean authorities.
Inflation May Disrupt Our Business
Although Chilean inflation has moderated in recent years, Chile has
experienced high levels of inflation in the past. High levels of inflation in
Chile could adversely affect the Chilean economy and have a material adverse
effect on our financial condition and results of operations. The annual rates
of inflation (as measured by changes in the CPI and as reported by the Chilean
National Institute of Statistics) in 1999, 2000 and 2001 were 2.3%, 4.5% and
2.6%, respectively. We cannot assure you that Chilean inflation will not
increase significantly.
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The Chilean Peso is Subject to Depreciation and Volatility
The Chilean government's economic policies and any future changes in the
value of the peso against the U.S. dollar could adversely affect our
operations and financial results and the dollar value of an investor's return
on an investment in ADSs. The peso has been subject to large nominal
devaluations in the past and may be subject to significant fluctuations in the
future. In the period from December 31, 1996 to December 31, 2001, the value
of the peso relative to the U.S. dollar decreased approximately 35.1% in
nominal terms (without adjusting for inflation) and decreased 18.3% in real
terms (adjusting for inflation), based on the Observed Exchange Rates for U.S.
dollars on December 31, 1996 and December 31, 2001. See "Item 3. Key
Information--Exchange Rates".
The Shares are traded in pesos on the Chilean Stock Exchanges. Cash
distributions with respect to the Shares will be received in pesos by the
depositary (currently the Bank of New York (as depositary for the Series A and
Series B Shares represented by the Series A and Series B ADSs), the
"Depositary") which will convert such pesos to U.S. dollars at the then
prevailing exchange rate to make U.S. dollar payments in respect of the ADSs.
If the value of the peso falls relative to the U.S. dollar, the value of the
ADSs and any distributions to be received from the Depositary would be
adversely affected. In addition, the Depositary will incur foreign currency
conversion costs (to be borne by the holders of the ADSs) in connection with
the foreign currency conversion and subsequent distribution of dividends or
other payments with respect to ADRs. See "Item 3. Key Information--Exchange
Rates".
Exchange Controls and Withholding Taxes May Limit Repatriation of Your
Investment
Equity investments in Chile by persons who are not Chilean residents are
generally subject to various exchange control regulations that govern the
repatriation of the investments and earnings there. The ADSs are governed by
an Agreement among the Depositary, Andina, and the Central Bank (the "Foreign
Investment Agreement"). The Foreign Investment Agreement grants the Depositary
and the holders of the ADRs access to Chile's Mercado Cambiario Formal (the
"Formal Exchange Market"), permits the Depositary to remit dividends it
receives from the Company to the holders of ADSs and permits the holders of
ADSs to repatriate the proceeds of the sale of Shares withdrawn from the ADR
facility, thereby enabling them to acquire on more favorable terms currencies
necessary to repatriate investments in the Shares and earnings therefrom. See
"--Exchange Rates". Pursuant to current Chilean law, the Foreign Investment
Agreement may not be amended unilaterally by the Central Bank, and there are
judicial precedents (which are not binding with respect to future judicial
decisions) indicating that the Foreign Investment Agreement may not be voided
by future legislative changes.
Dividends received by holders of ADSs will be paid net of foreign
currency exchange fees and expenses of the Depositary and will be subject to
Chilean withholding tax, currently imposed at a rate of 35% (subject to
credits in certain cases as described under "Taxation").
On April 16, 2001, the Central Bank agreed that, effective April 19,
2001, (i) the prior foreign exchange restrictions would be eliminated and (ii)
a new Compendio de Normas de Cambios Internacionales ("Compendium of Foreign
Exchange Regulations") would be applied. The main objective of this change, as
declared by the Central Bank, was to facilitate capital movements from and
into Chile and thus, to encourage foreign investment. We cannot assure you
that additional Chilean restrictions applicable to the holders of ADRs, the
disposition of underlying Shares or the repatriation of the proceeds from such
disposition or the payment of dividends will not be imposed in the future, nor
can we advise as to the duration or impact of such restrictions if imposed. If
for any reason, including
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changes in the Foreign Investment Agreement or Chilean law, the Depositary
were unable to convert Chilean pesos to U.S. dollars, investors would receive
dividends or other distributions, if any, in Chilean pesos.
Risks Relating to Brazil
Our Business is Dependent on Economic Conditions in Brazil
Approximately 26.6% of our assets and 29.2% of our net sales in 2001 were
from Brazil. Because demand for soft drinks and beverages products usually is
correlated to economic conditions prevailing in the relevant local market,
which in turn is dependent on the macroeconomic condition of the country in
which the market is located, the Company's financial condition and results of
operations to a considerable extent are dependent upon political and economic
conditions prevailing from time to time in Brazil.
Historically, the Brazilian government has changed monetary, credit,
tariff, and other policies to influence the course of Brazil's economy. Such
government actions have included wage and price controls as well as other
measures such as freezing bank accounts, imposing exchange controls and
inhibiting imports and exports. Changes in policy and other political and
economic developments could adversely affect the Brazilian economy and have a
material adverse effect on the Company's business, financial condition and
results of operations. The Brazilian government has exercised and continues to
exercise substantial influence over many aspects of the private sector. For
example, the Brazilian government in the past has imposed certain domestic
price controls on certain products, including price controls on soft drinks
and beer. Actions of the Brazilian government in the future could have a
significant effect on economic conditions in Brazil, which could adversely
affect private sector companies such as Refrescos, and thus, could adversely
affect the Company.
During 2002, Brazil will hold presidential elections, where the PT party
candidate, Luiz Ignacio "Lula" da Silva is, as of June 2002, leading in the
polls. This has generated concern and volatility in capital flows in Brazil,
which could adversely affect the Brazilian economy and thus consumption levels
for the Company's products in Brazil.
Inflation May Disrupt Our Business
Brazil has experienced high and generally unpredictable rates of
inflation for many years. As measured by the Indice National de Precos au
Consumidor (the "INPC"), inflation in Brazil was 8.9%, 6.0% and 7.7% in 1999,
2000 and 2001. Inflation, government efforts to control inflation, and public
speculation about future governmental actions have had, and can be expected to
continue to have significant impact on the economy of Brazil and on the
Company's operations in Brazil. High levels of inflation in the past have
resulted in reduced consumer purchasing power and lower sales volumes for
Refrescos.
The Brazilian Real is Subject to Depreciation and Volatility
Brazil's rate of inflation and the government's actions to combat
inflation have also affected the relationship of the value of Brazil's
currency to the value of the U.S. dollar. Historically, Brazil's currency was
frequently devalued in relation to the U.S. dollar. 32.4%, 8.5% and 15.7% in
1999, 2000 and 2001 There can be no assurance that the real will not again be
devalued relative to the U.S. dollar, or that the real will not fluctuate
significantly relative to the U.S. dollar. In the event of a devaluation of
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the real, the financial condition and results of operations of the Company's
Brazilian subsidiaries could be adversely affected.
The Brazilian Government Imposes Certain Restrictions on Currency
Conversions and Remittances Abroad
Brazilian law guarantees foreign shareholders of Brazilian companies the
right to repatriate their invested capital and to receive all dividends in
foreign currency provided that their investment is registered with the Banco
Central do Brazil (the "Central Bank of Brazil"). The Company registered its
investment in Refrescos with the Central Bank of Brazil on October 19, 1995.
Although dividend payments related to profits obtained subsequent to
January 1, 1996 are not subject to income tax, after the sum of repatriated
capital and invested capital exceeds the investment amount registered with the
Central Bank of Brazil, repatriated capital will be subject to a capital gains
tax of 15%. Under current Chilean tax law, the Company will realize a tax
credit in respect of all Brazilian taxes paid relating to Refrescos. There can
be no assurance that the Brazilian government will not impose additional
restrictions or modify existing regulations that would have an adverse effect
on an investor's ability to repatriate funds from Brazil nor can there be any
assurance of the timing or duration of such restrictions, if imposed in the
future.
Risks Relating to Argentina
Our Business is Dependent on Economic Conditions in Argentina
Approximately 22% of our assets and 31% of our net sales in 2001 were
from Argentina. Because demand for soft drinks and beverages products usually
is correlated to economic conditions prevailing in the relevant local market,
which in turn is dependent on the macroeconomic condition of the country in
which the market is located, the Company in Argentina in Argentina's financial
condition and results of operations to a considerable extent are dependent
upon political and economic conditions prevailing from time to time in
Argentina. During the past year, the Argentine economy has deteriorated
significantly, and there can be no assurance that economic conditions will
improve any time in the near future.
In December 2001, the convertibility plan, which since 1991 had fixed the
Argentine peso /US dollar exchange rate at one peso to one U.S. Dollar), was
eliminated due to the accelerated fiscal deterioration in Argentina, lack of
international credit and support, the drain of deposits and international
reserves, and the growing social tension in Argentina.
On December 3, 2001, restrictions on cash availability and circulation
and the transfer of foreign currency abroad were imposed. On December 21, 2001
foreign exchange trading was suspended. Subsequently, the government declared
default on external debt payments.
On January 6, 2002, the Argentine Congress enacted the Ley de Emergencia
Publica y Regimen Cambiario, Law No. 25,561 (the Public Emergency and Currency
Regime Act) to eliminate the fixed Argentine peso/U.S. Dollar exchange rate.
On February 3, 2002 the government announced new economic measures that were
implemented through Decree 214 (Restructuring of the financial system) and
Decree 260 (Exchange rate Regime) dated February 8, 2002, that modified some
of the measures included on Law No. 25,561. These decrees are supplemented
with other regulations.
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Exchange Rate system
On January 6, 2002 a dual currency system was instituted. Certain
transactions that qualify under the Government regulations (basically import
and export transactions) would be conducted at an official exchange (fixed)
rate of 1.4 pesos per US$ 1.00. All other transactions would be conducted at
the floating market exchange rate. On January 11, 2002, Banco Nacion Argentina
published its first free market rate at 1.6 pesos per US$ 1.00 (ask) and 1.4
pesos per US$ 1.00 (bid).
On February 8, 2002 the government issued Decree 260 under which a single
free floating currency system was instituted beginning on February 11, 2002.
In addition, the Argentine Central Bank is required to approve all
currency transfers abroad. Notwithstanding the above, some dispositions have
relaxed the approval standards for the payment of creditors abroad.
Financial, private and sovereign debt in foreign currency
Pursuant to Decree 214, debts denominated in U.S. dollars or other
foreign currencies in the financial system have been converted to pesos at a
one-to-one Argentine peso/U.S. Dollar exchange rate or its equivalent in such
other currency. To adjust for inflation and thus to avoid the dilution of
obligations by the future devaluation of the peso, Decree 214 announced the
use of a "reference coefficient" (Coefciente de Estabilizacion de Referencia).
The reference coefficient will adjust the obligations for inflation based on
changes to the Argentine consumer price index in the preceding month plus
interest. This reference coefficient will be determined and specified on a
daily basis by the Argentine Central Bank. The Argentine Central Bank has also
established maximum interest rates applying to financial credits.
Agreements between private parties expressed in foreign currency follow
the same conversion scheme, although Decree 214 authorizes the parties to
stipulate an adjustment. Barring an agreement, the parties shall resolve their
differences in the courts.
Contracts entered into after the effective date of Decree 214 will not be
adjusted by the reference coefficient but may be denominated in foreign
currency.
Additionally, Decree 471 converted all dollar denominated sovereign debt
subject to Argentine law to pesos at an exchange rate of 1.4 pesos to U.S.
$1.00 .
Financial Deposits
Decree 214 converts all dollar denominated deposits to pesos at an
exchange rate of 1.4 pesos to U.S. $1.00. The deposits will be released to
depositors in accordance with the schedule announced by the government.
Recently Decree 905 gives the option to depositors to exchange their
deposits for dollar denominated government bonds.
-15-
Valuation of foreign currency receivables and liabilities
In accordance with Resolution 1/02 of the Professional Council on
Economic Sciences of the City of Buenos Aires and (Resolution No. 392 of the
National Securities Commission) (Resolution 2/02 of the Superintendence of
Corporations), as of December 31, 2001, in the financial statements as of
December 31, 2002, of the Argentine companies, receivables and liabilities
denominated in foreign currencies shall be valued at the exchange rate of one
peso per U.S. $1.00 or its equivalent in any other foreign currency. The
corresponding section of the financial statements shall describe the
devaluation of the peso and the effects of the new economic measures. There
can be no assurance that the above-referenced laws and decrees will not be
modified or eliminated in the future nor can any assurances be given as to the
duration of any proposed changes to such laws and decrees, if implemented.
There can also be no assurances given as to what future steps the Argentine
government will take with respect to foreign exchange rate policies in the
future. There can also be no assurances given that the Argentine peso will not
continue to lose its value against the U.S. Dollar or any other foreign
currency. Any changes in Argentine economic policy or changes in the value of
the Argentine peso against foreign currencies may have a material impact on
the Company's financial results or operations.
The Argentine government has exercised, and continues to exercise
significant influence over many aspects of the Argentine economy including the
soft drink sector on which it imposed excise taxes. Accordingly, Argentine
government actions could have a material adverse effect on the Argentine
economy and private sector economies, including the Company's Argentine
subsidiaries.
Inflation May Disrupt Our Business
Argentina has experienced high levels of inflation in recent decades,
resulting in large devaluations of its currency. Argentina's historically high
rates of inflation resulted mainly from its lack of control over fiscal policy
and the money supply. Since 1989, the Argentine government has followed a
program of reform to reduce the public sector's role in the economy and in
1991 enacted the Convertibility Law, which, among other things, prohibited
Argentina's money base from exceeding international reserves. By limiting the
Argentine government's ability to expand the money supply, the Convertibility
Law and related measures (the "CPI"), inflation was -1.8%, 0.7% and 1.5% in
1999, 2000 and 2001. Since the elimination of the Convertibility Law in
December of 2001, inflation has accelerated to 21% during the first four
months of 2002. The Company expects higher levels of inflation throughout
2002, and intends to increase its prices to consumers in line with CPI. No
assurance can be given that, under competitive pressure, the Company will be
able to realize said price increases, which could therefore adversely impact
the Company's financial results.
The Argentine Peso is Subject to Depreciation and Volatility
Since the elimination of the Convertibility Law, the Argentine peso has
lost 72% of its value, as of May 31, 2002, which has had a negative impact on
the Company's results:
o Lower sales volumes due to lack of consumer purchasing power,
o Lower revenues in US dollar terms and
o Increased US dollar linked costs, which represent approximately 30%
of total costs for the Argentina operations.
-16-
Risk Factors Relating to the ADSs and the Shares
Preemptive Rights May be Unavailable to ADS Holders
According to the Ley de Sociedades Anonimas No. 18.046 and the Reglamento
de Sociedades Anonimas (collectively, the "Chilean Companies Law"), whenever
we issue new shares for cash, we are required to grant preemptive rights to
holders of our shares (including shares represented by ADSs), giving them the
right to purchase a sufficient number of shares to maintain their existing
ownership percentage. However, we may not be able to offer Shares to United
States holders of ADSs pursuant to preemptive rights granted to our
shareholders in connection with any future issuance of Shares unless a
registration statement under the Securities Act is effective with respect to
such rights and shares, or an exemption from the registration requirements of
the Securities Act is available. Under the procedure established by the
Central Bank, the foreign investment agreement of a Chilean company with an
existing ADR program will become subject to an amendment (which will also be
deemed to incorporate all laws and regulations applicable to international
offerings in effect as of the date of the amendment) that will extend the
benefits of such contract to new shares issued pursuant to a preemptive rights
offering to existing ADS owners and to other persons residing and domiciled
outside of Chile that exercise pre-emptive rights, upon request to the Central
Bank. We intend to evaluate at the time of any rights offering the costs and
potential liabilities associated with any such registration statement as well
as the indirect benefits to us of enabling United States holders of ADSs to
exercise preemptive rights and any other factors that we consider appropriate
at the time, and then make a decision as to whether to file such registration
statement.
We cannot assure you that any registration statement would be filed. To
the extent holders of ADSs are unable to exercise such rights because a
registration statement has not been filed, the Depositary will attempt to sell
such holders' preemptive rights and distribute the net proceeds thereof if a
secondary market for such rights exists and a premium can be recognized over
the cost of any such sale. If such rights cannot be sold, they will expire and
holders of ADSs will not realize any value from the grant of such preemptive
rights. In any such case, such holder's equity interest in the Company would
be diluted proportionately.
Shareholders' Rights Are Fewer and Less Well Defined
Our corporate affairs are governed by the laws of Chile and our estatutos
(the "By-laws"), which function not only as our bylaws but also as our
articles of incorporation. Under such laws, the Company's shareholders may
have fewer or less well-defined rights than they might have as shareholders of
a corporation incorporated in a U.S. jurisdiction.
Pursuant to Law No. 19,705, enacted in December 2000, the controlling
shareholders of an open stock corporation can only sell their controlling
shares via a tender offer issued to all shareholders in which the bidder would
have to buy all the offered shares up to the percentage determined by it, when
the price paid is substantially higher than the market price (that is, when
the price paid was higher than the average market price of a period starting
90 days before the proposed transaction and ending 30 days before such
proposed transaction, plus 10%). Transitory Article 10 of Law No. 19,705
established a term of three years during which the controlling shareholders of
an open stock corporation would be authorized to sell directly their
controlling shares to a third party without requiring the buyer to issue a
tender offer to all shareholders, provided that such authorization was granted
by a General Shareholders' Meeting held within a six month period after the
enactment of said Law. In an extraordinary
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shareholders' meeting held on April 17, 2001, shareholders voted in favor of
applying Transitory Article 10 to the Company's controlling shareholders which
could adversely affect the interests of shareholders other than controlling
shareholders who may not receive the same price paid to controlling
shareholders in the event that the controlling shareholders decide to sell
their shares to a third party. There can be no assurance that controlling
shareholders will not decide to dispose of their shares while Transitory
Article 10 applies to them. Additionally, if controlling shareholders decide
to sell their shares while Transitory Article 10 applies to them, there can be
no assurance that shareholders other than controlling shareholders would
receive the same price paid to controlling shareholders for their shares.
The Market for our Shares May be Volatile and Illiquid
The Chilean securities markets are substantially smaller, less liquid and
more volatile than major securities markets in the United States. The Santiago
Stock Exchange, which is Chile's principal exchange, had a market
capitalization of approximately US$56,734 million at December 31, 2001 and an
average monthly trading volume of approximately US$346 million for year 2001.
The ten largest companies in terms of market capitalization represented, at
December 31, 2001, approximately 42% of the Santiago Stock Exchange's market
capitalization. We estimate that during 2001, fewer than 11% of the companies
listed on the Santiago Stock Exchange had their shares traded on an average of
90% or more of the Exchange's trading days.
Item 4. INFORMATION ON THE COMPANY
The Company is the largest producer of soft drinks in Chile and one of
the largest soft drink producers in Brazil and Argentina. The Company's
principal business is the production and distribution of Coca-Cola Soft
Drinks, which accounted for 87.0% of the Company's net sales in 2001. The
Company, through Andina, is the sole producer and distributor of Coca-Cola
Soft Drinks in the Chilean territory; through Refrescos, is the exclusive
producer and distributor of Coca-Cola Soft Drinks in the Brazilian territory;
and through Edasa, the sole producer of Coca-Cola Soft Drinks in the Argentine
territory. In 2001, the Company reported consolidated net sales of Ch$ 481,927
million and total sales volume of 311.1 million UCs. In 2001, the Company
accounted for 67.6% of total soft drink volume sales in the Chilean territory,
52.8% in the Brazilian territory and 50.8% in the Argentine territory.
In addition to its Coca-Cola Soft Drinks business, the Company, through
Vital, produces and distributes fruit juices, other fruit-flavored beverages
and mineral water in Chile under trademarks owned by The Coca-Cola Company.
See "-- Other Beverages -- Juices and Mineral Water in Chile". The Company
also manufactures polyethylene perephtalate ("Pet") bottles primarily for its
own use in the packaging of Coca-Cola Soft Drinks in each of Chile, Brazil and
Argentina. " -- Pet Packaging Business". In Brazil, the Company also
distributes Kaiser brand beers. See " -- Other Beverages -- Beer and Mineral
Water Businesses in Brazil".
As of December 31, 2001, the Company had total installed annual
production capacity of 486 million UCs. The Company's primarily facilities
include:
o one production facility with eight production lines in the Chilean
territory and installed annual capacity of 156 million UCs (32% of the
Company's total installed annual capacity);
o two production facilities with nine production lines in the Brazilian
territory and installed annual capacity of 173 million UCs (36% of
total); and
-18-
o three production facilities with ten production lines in total in the
Argentine territory and installed annual capacity of 157 million UCs (32%
of total).
Although the mix varies significantly among the franchise territories,
the Company's distribution network generally relies on a combination of
Company-owned trucks and independent distributors in each territory. The
Company delivers its products to approximately 38,900 customers in the Chilean
territory, approximately 42,000 customers in the Brazilian territory and
approximately 65,338 customers in the Argentine territory. See "-- Soft Drink
Business -- Customers and Distribution".
As of December 31, 2001, Andina's principal shareholders, Inversiones
Freire Limitada and Inversiones Freire Dos Limitada, two affiliated Chilean
limited liability partnerships (together, "Freire"), owned approximately
52.61% of the Company's outstanding Series A Shares, several entities
affiliated with Freire owned approximately 45.66% of the Company's outstanding
Series B Shares, and The Coca-Cola Company indirectly owned 11.04% of the
Company's outstanding Series A and Series B Shares. See "Item 7. Major
Shareholders and Related Party Transactions--Major Shareholders". Bank of New
York (the "Depositary"), acting as depositary for the Company's American
Depositary Receipt ("ADR") program, owned 17.06% of the Company's outstanding
Series A Shares and 21.82%of outstanding Series B Shares at such date. The
Company's shares are listed on the Santiago Stock Exchange, the Valparaiso
Stock Exchange, the Electronic Stock Exchange and Series A and Series B ADSs
representing Series A and Series B shares, respectively, are listed on the New
York Stock Exchange under the symbols "AKO-A" and "AKO-B", respectively. See
"Item 9. The Offer and Listing".
The Company produces, markets and distributes Coca-Cola Soft Drinks in
the franchise territories through standard bottler agreements between its
bottler subsidiaries and the local subsidiary of The Coca-Cola Company
(collectively, the "Bottler Agreements").
The Company considers the enhancement of its relationship with The
Coca-Cola Company an integral part of its business strategy. In December 1998,
the Company repurchased from The Coca-Cola Company its 49% stake in Vital at a
purchase price of US$25.5 million. At the same time, Vital sold to The
Coca-Cola Company its mineral water springs located at Chanqueahue, 80 miles
south of Santiago for US$10.7 million. The transaction replaced the Vital
bottler agreement with a juice bottler agreement with The Coca-Cola Company's
fruit juice subsidiary, Minute Maid International Inc. ("MMII"), as well as a
new mineral water bottling agreement directly with The Coca-Cola Company. The
Vital transaction terminated the 1995 shareholders' agreement between the
Company and The Coca-Cola Company regarding ownership of Vital, and in
consideration thereof, The Coca-Cola Company paid to the Company US$22.6
million. These transactions generated a one-time net consolidated profit for
the Company, before taxes and goodwill amortization, of approximately US$25.8
million. The reorganization of the juice and mineral water business in Chile
enhanced the Company's ability to focus on the production of soft drinks,
juices and mineral water. See "-- History -- Events of 1998 through 2001".
The Company seeks to enhance its business throughout the franchise
territories by developing its existing markets, penetrating other soft drink,
juices and mineral water markets, forming strategic alliances with retailers
to increase consumer demand for the Company's products and increasing
productivity, and by further internationalizing its operations.
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The Company's principal executive offices are located at Avenida Andres
Bello 2687, Piso 20, Las Condes, Santiago, Chile. Its telephone number is
56-2-338-0520.
History
In 1941, The Coca-Cola Company licensed a private Chilean company to
produce cola soft drinks in Chile, and production began in 1943. In 1946, the
original licensee withdrew from the license arrangement, and a group of U.S.
and Chilean investors formed Andina, which became The Coca-Cola Company's sole
licensee in Chile. Between 1946 and the early 1980s, Andina developed the
Chilean market for Coca-Cola Soft Drinks with a system of production and
distribution facilities covering the central and southern regions of Chile. In
the early 1980s, Andina sold its Coca-Cola licenses for most areas outside the
Santiago metropolitan region and concentrated on the development of its soft
drink business in the Santiago area. Although no longer the sole Coca-Cola
bottler in Chile, Andina has been the principal producer of Coca-Cola Soft
Drinks in Chile for an uninterrupted period of over 50 years.
In 1985, a majority of Andina's shares was acquired by Freire and certain
related persons. On December 31, 2001, Freire and entities controlled by
Freire owned approximately 52.6% of the Company's outstanding Series A Shares,
which have preferred voting rights and thereby controlled the Company. See
"Item 7. Majority Shareholders and Related Party Transactions--Majority
Shareholders".
Refrescos began production and distribution of Coca-Cola Soft Drinks in
Rio de Janeiro in 1942. In June 1994, the Company acquired 100% of the capital
stock of Refrescos for approximately US$120 million and contributed an
additional US$31 million to Refrescos' capital immediately after the
acquisition to repay certain indebtedness of Refrescos.
Production of Coca-Cola Soft Drinks in the Argentine territory began in
1943 with the start-up of operations in the province of Cordoba, Argentina. In
July 1995, the Company acquired a 59% interest in Edasa, the parent company of
Rosario Refrescos S.A. ("Rosario Refrescos") and Mendoza Refrescos S.A.
("Mendoza Refrescos"), which were subsequently merged to create Rosario
Mendoza Refrescos S.A. ("Romesa") the Coca-Cola bottler for the states of
Rosario and Mendoza in Argentina for approximately US$45 million. During 1997,
the operations of Romesa were merged into Inti S.A.I.C..
In December 1998, the Company repurchased from The Coca-Cola Company its
49% stake in Vital at a purchase price of US$25.5 million. Concurrently with
that transaction, The Coca-Cola Company purchased Vital's mineral water
springs located at Chanqueahue, 80 miles south of Santiago for US$10.7
million. As part of the transaction, the Vital bottler agreement was replaced
with a fruit juice bottler agreement with MMII, as well as a new mineral water
bottling agreement with The Coca-Cola Company. In addition, the 1995
shareholders's agreement between the Company and The Coca-Cola Company
regarding ownership of Vital was terminated. The Coca-Cola Company paid
US$22.6 million to the Company in consideration for that termination. These
transactions generated a one-time net consolidated profit for the Company of
approximately US$25.8 million for 1998, before taxes and goodwill. The
restructuring of the juice and mineral water business in Chile enhanced the
Company to focus on the production of soft drinks, juices and mineral water
its core strength.
Other Acquisitions. In September 1996, the Company acquired 35.9% of
Edasa for US$39.0 million thereby increasing its ownership to 94.87%. In
addition, in December 1996, the Company acquired a 15.2% interest in CICAN, an
Argentine beverage canning facility, for approximately US$1.5 million.
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In March 2000, the Company, through its subsidiary, Refrescos, purchased
from the Coffin Group a Coca-Cola franchise license for a territory in Brazil
comprising the State of Espirito Santo and part of the States of Rio de
Janeiro and Minas Gerais (Nitvitgov Refrigerantes S.A., hereinafter, "NVG"),
for US$74.5 million. This territory was serviced by the Coffin Group through
Perma Industria de Bebidas S.A. ("Perma").
NVG was merged into Refrescos in 2000, and its operations were integrated
in 2001.
This newly acquired territory has a total population of approximately 8.8
million inhabitants and represents an increase of 70% in the volume of
operations of the Company in Brazil.
Divestiture. In September 1996, the Company sold 100% of the fixed assets
and a portion of the current assets of Isasa Agroindustrial S.A., the
Company's agroindustrial subsidiary ("Isasa"), to Corpora Aconcagua S.A., a
Chilean agroindustrial company, for approximately US$25.7 million.
PET Joint Venture. In April 1996, the Company, through Multipack,
established Solucao Pet Ltda. ("Solucao Pet"), a joint venture with
Continental Pet Technologies, Inc. ("Continental"), to produce non-returnable
Pet containers in the Brazilian territory. On March 12, 1997, the Company and
Continental entered into a joint venture, which anticipated the possibility of
establishing similar arrangements in other markets in South America. Due to
subsequent changes in the Brazilian market, the Company and Continental agreed
to terminate the Solucao Pet joint venture and to spin-off its assets. On
May 31, 2000, the Company and Continental executed a termination agreement and
other accessory obligations therefore.
Cristalerias Joint Venture. Through their respective subsidiaries,
Envases Multipack S.A. and Crowpla Reicolite S.A., the Company and
Cristalerias de Chile S.A. executed a letter of intent on May 29, 2001 to
develop a Pet production facility in Chile.
On June 29, 2001, Embotelladora Andina S.A. and Cristalerias de Chile
S.A. signed a series of contracts forming the joint venture through the
formation of Envases CMF S.A.. Crowpla Recolite acquired the necessary assets
from Multipack to further the joint venture. Andina Inversiones Societarias
S.A. holds a 50% stake in the joint venture while Crowpla-Recolite retains the
other 50% interest.
Reclassification of Capital Stock. In September 1996, at an extraordinary
shareholders' meeting, the Company's shareholders approved the
reclassification (the "Reclassification") of Andina's Common Stock into two
new series of shares. Pursuant to the Reclassification, each outstanding share
of Andina's Common Stock was replaced by one newly issued Series A share and
one newly issued Series B share (respectively, the "Series A shares" and the
"Series B shares"). The new Series A and Series B shares, which are the only
outstanding shares of capital stock of Andina, are principally differentiated
by their voting and economic rights: the holders of the Series A Shares have
full voting power and are entitled to elect six of seven regular and alternate
members of the Board of Directors, and the holders of the Series B Shares have
no voting rights but for the right to elect one regular and one alternate
member of the Board of Directors. In addition, holders of Series B Shares are
entitled to a preferred dividend 10% greater than any dividend on Series A
Shares. The Reclassification was consummated on April 7, 1997.
During the three years following the Reclassification, the Board of
Directors was authorized to identify up to four sixty-day periods during which
each Series A Share would be convertible, at the
-21-
option of the holder, into one Series B Share. The first sixty-day share
conversion date was May 2, 2000 and was available through July 1, 2000.
On December 23, 1996, the Superintendency of Pension Fund Managers
(Superintendencia de Administradores de Fondos de Pensiones) indicated that
Chilean pension funds would not be permitted to acquire Series B Shares due to
their limited voting rights.
As a result of the Reclassification, statutory withdrawal rights under
Chilean law were triggered entitling shareholders to withdraw from an issue by
returning their shares to the issuer upon the creation of preferred shares
such as the Series A Shares (preferred voting rights) or the Series B Shares
(preferred dividend rights). If exercised, such withdrawal right is set at a
price equal to the weighted average trading price over the two-month period
prior to the date of the shareholders' meeting approving the issuance of
preferred shares. In November 1996, withdrawal rights were exercised as to
15,458,517 Common Shares for which Andina paid Ch$42,309 million (US$89.8
million). As required under Chilean law, the Company held the repurchased
shares of Common Stock (subsequently reclassified as Series A Shares and
Series B Shares) as treasury stock with neither voting nor economic rights for
12 months. During 1997, the Company canceled such shares and reduced
shareholders' equity accordingly.
From 1997 to 2001 the Company underwent a significant corporate
restructuring targeted at achieving certain administrative efficiencies.
During 1997 and 1998, the Company created Andina Inversiones Societarias
("AIS") in Chile to hold the Company's minority interests in each of Easa
Chile S.A., Multipack, Transportes Andina Refrescos Ltda., Servicios
Multivending Ltda. and Inversiones del Atlantico S.A. ("IASA"); in Argentina,
Romesa was merged into Inti and in Brazil, the Company dissolved EBL Lanches
Ltda. a subsidiary of Refrescos.
From 1999 and 2001, Andina's corporate restructuring, included:
o the merger of Embotelladoras del Atlantico S.A. into IASA, which in turn
was merged into Inti and the simultaneous change in corporate name to
Embotelladora del Atlantico S.A. ("EDASA")
o the assignment to EASA Chile S.A. (whose corporate name has been changed
to Andina Bottling Investments S.A., "Abisa") of all of Andina's
interests in its subsidiaries and related companies in Argentina and
Uruguay,
o the liquidation of certain related companies which were no longer
required. In Brazil, Copa was merged into Refrescos.
o the formation of Andina Bottling Investments Dos S.A. on November 22,
2001, which subsequently consolidated all of Andina's interests in
related companies in Brazil.
Soft Drink Business
In 2001, the Company's soft drink business accounted for net sales of Ch$
419,089 million and operating income of Ch$ 48,995 million representing 87.0%
and 87.8% of the Company's consolidated net sales and operating income,
respectively. The Company's Chilean soft drink operations accounted for net
sales in 2001 of Ch$ 153,201 million; the Brazilian soft drink operations
accounted for net sales
-22-
of Ch$ 132,150 million; and the Argentine soft drink operations accounted for
net sales of Ch$ 133,738 million.
Overview
The soft drink businesses in the franchise territories are characterized
by different attributes, which have resulted in varying levels of per capita
soft drink consumption. Generally, soft drink consumption in a territory is
positively related to growth in per capita gross domestic product ("GDP") and
increases in disposable income and negatively related to increases in real
prices and sales tax or value added tax. As a result, a separate analysis of
each of the franchise territories is critical to an understanding of the
Company's overall business. See "Item 5. Operating and Financial Review and
Prospects." The following table sets forth, for each of the periods indicated,
the estimated per capita consumption of Coca-Cola Soft Drinks for each
franchise territory and expresses such consumption as a percentage of overall
per capita soft drink consumption:
Estimated Annual Per Capita Consumption of Coca-Cola Soft Drinks(1)
Estimated
Population
Year Ended December 31, at December 31,
-----------------------------------------------------------------------------------------------
1999 % (2) 2000 % (2) 2001 % (2) 2001
---- ---- ---- ---- ---- ---- ----------------
(in millions)
Chile....................... 288 72 289 70 285 66 15.4
Chilean territory........... 335 71 343 70 344 68 6.9
Brazil...................... 137 48 145 50 143 50 173
Brazilian territory......... 279 53 196 52 196 53 16.0
Argentina................... 219 57 217 53 231 54 37.5
Argentine territory......... 190 53 182 50 198 51 9.9
- ---------------
(1) Per capita consumption data for each franchise territory is calculated by
dividing management's estimate of applicable aggregate consumption of
Coca-Cola Soft Drinks by the estimated population within the territory,
and is expressed on the basis of the number of eight-ounce servings of
Coca-Cola Soft Drinks consumed annually per capita.
(2) Percentages reflect consumption of Coca-Cola Soft Drinks as a percentage
of total estimated per capita soft drink consumption (i.e. Coca-Cola Soft
Drinks plus competing soft drinks). Source: A.C. Nielsen
The Chilean territory is characterized by relatively high population
density and comparatively high per capita income. The Brazilian territory,
although also characterized by a high population density and comparatively
high per capita income, is differentiated by a higher number of competitors,
lower per capita soft drink consumption and higher levels of product
discounting. The Argentine territory covers a large geographic area of low
population density, and is characterized by low per capita soft drink
consumption and greater mark-up of soft drink products by retailers.
Due to its presence in three different countries, the Company's
operations are subject to oversight by three different operating divisions of
The Coca-Cola Company, each of which may have varying policies regarding
aspects of the soft drink business. As a result, the Company may be required
to adapt its business practices in each franchise territory to the
requirements of each of these divisions of The Coca-Cola Company.
-23-
Sales
Chilean Territory. The Company estimates that its share of the soft drink
market in the Chilean territory (with a population of approximately 6.9
million), was 71 % in 1999, 70 % in 2000 and 68% in 2001. In Chile, the
Company produces and distributes thirteen Coca-Cola brand soft drinks in a
variety of can, glass and Pet bottle formats. The following table sets forth,
for the periods indicated, the Company's net sales and volume of Coca-Cola
Soft Drinks sold in the Chilean territory:
Soft Drink Sales by Net Sales and Volume (1)
Year ended December 31,
-------------------------------------------------------------------------------------
1999 2000 2001
-------------------------- -------------------------- -------------------------
(millions of Ch$ and UCs)
Coca-Cola........................... Ch$ 101,584 65.8UCs Ch$ 97,188 68.1UCs Ch$94,129 70.3UCs.
Coca-Cola Light..................... 14,059 7.5 11,132 7.8 13,665 8.5
--
Fanta (Naranja, Durazno, Pina)...... 16,420 10.3 16,695 11.1 13,126 9.5
Fanta Light (4) 0,257 0.2
Sprite.............................. 11,658 7.1 11,663 8.0 10,488 7.8
Sprite Light(2)..................... 275 0.2 1,458 1.0 1,496 1.0
Diet Sprite......................... 1,078 0.5 -- --
-- --
Quatro.............................. 3,102 1.7 1,794 1.1 1,111 0.8
NordicMist Ginger Ale............... 725 0.3 496 0.3 0,426 0.2
NordicMist Tonica................... 338 0.1 248 0.1 0,227 0.1
Tai (4) 0,173 0.2
Lift(3)............................. -- -- 221 0.1 0,186 0.1
----------- -------- ----------- -------- ---------- -------
Total............................ Ch$ 149,239 93.6UCs Ch$ 140,895 97.6 UCs Ch$135,284 98.7UCs
=========== ======= =========== ======== ========== =======
- -------------------
(1) For purposes of this table, sales include sales of liquid (not including
packaging and distribution) less any discounts.
(2) Introduced in October 1999
(3) Introduced in December 2000.
(4) Introduced in September 2001.
In Chile, Coca-Cola Soft Drinks are distributed in returnable glass and
plastic (Pet) bottles of various sizes and in non-returnable Pet bottles and
aluminum cans. Post-mix syrup, which is mixed with carbonated water in a
dispenser at the point of sale, is also distributed in stainless steel and
bag-in-box containers. The following table sets forth, for the Chilean
territory, for the periods indicated sales volume of Coca-Cola Soft Drinks by
type of packaging as a percentage of total sales by volume:
-24-
Percentage Soft Drink Sales by Packaging Type (1)
Year ended December 31,
------------------------------------------
1999 2000 2001
---------- ----------- ------------
Returnable Formats:
Glass 350 cc. ........................... 5.5% 4.7% 4.2%
Glass 1000 cc. .......................... 7.9 11.8 12.9
Pet 1.5 lt. ............................. 6.1 5.8 5.7
Pet 2.0 lt. ............................. 51.5 47.1 43.8
------- ------- -------
Subtotal............................ 71.0 69.4 66.6
Non-Returnable Formats:
Glass 237 cc............................. 0.6 1.7 1.9
Glass 266 cc. ........................... 0.1 0.1 0.1
Pet plastic shielded glass-296 cc. ...... -- -- --
Pet 0.250 lt. (2) 0.7 1.3
Pet 0.5 lt. ............................. 1.7 1.9 2.3
Pet 1.5 lt. ............................. 5.0 5.3 5.9
Pet 2.0 lt. ............................. 1.0 1.0 1.0
Pet 2.25 lt. ............................ -- -- --
Pet 2.5 lt. ............................. 8.3 8.7 7.6
Pet 3.0 lt. (3) 0.2 3.8
Aluminum cans-350 cc..................... 6.6 5.8 4.5
------- ------- -------
Subtotal............................ 23.3 25.4 28.4
Post-Mix................................. 5.7 5.2 5.0
------- ------- -------
Total............................... 100.0% 100.0% 100.0%
======= ======= =======
- -------------------
(1) Percentages calculated on the basis of total volume of UCs sold in each
format.
(2) Introduced in March 2000.
(3) Introduced in December 2000.
The Chilean market is characterized by the predominance of sales in
returnable formats, particularly the larger returnable Pet bottles, and by the
rapid growth of aluminum cans, a non-returnable format. Aluminum cans were
introduced in 1995 and in 2001, accounted for 4.5% of the Company's total
Chilean soft drink sales by volume.
Brazilian Territory. The Company estimates that its share of the soft
drink market in the Brazilian territory (with a population of approximately 16
million) was 53% in 1999, and on a comparable basis after taking into account
the addition of the territory acquired from Perma in March 2000, the Company's
market share was 52% in 2000 and 53% in 2001. In Brazil, the Company produces
and distributes twelve Coca-Cola brand soft drinks in a variety of can, glass
and Pet bottle formats. The following table sets forth, for the periods
indicated, the Company's net sales and volume of Coca-Cola Soft Drinks sold in
the Brazilian territory:
-25-
Soft Drink Sales by Net Sales and Volume
Year ended December 31,
-------------------------------------------------------------------------------------
1999 2000 2001
----------------------- -------------------------- --------------------------
(millions of Ch$ and UCs)
Coca-Cola........................... Ch$ 53,052 53.9UCs Ch$ 84,749 81.5UCs Ch$ 89,752 90.7UCs
Coca-Cola Light..................... 5,952 6.1 12,211 9.8 11,248 11.4
Fanta Laranja....................... 5,170 5.3 8,885 8.3 11,238 11.4
Diet Fanta Laranja.................. 188 0.2 770 0.8 1,270 1.3
Fanta Uva........................... 1,874 1.9 3,556 3.3 4,828 4.9
Sprite.............................. 1,587 1.6 3,027 2.4 3,040 3.1
Diet Sprite......................... 282 0.3 436 0.4 0,530 0.5
Guarana Tai......................... 654 0.6 495 0.9 0,070 0.1
Guarana Kuat........................ 3,035 3.1 6,247 5.6 8,108 8.2
Guarana Kuat light.................. 82 0.1 1,318 1.0 1,578 1.6
Diet Guarana Tai.................... 202 0.2 32 0.1 -- --
Schwepes(1)......................... -- -- 786 0.3 0,487 0.5
Cherry Coke......................... 105 0.1 -- -- -- --
Tonica Kinley....................... 85 0.1 47 0.1 -- --
----------- --------- ----------- ----------- ----------- ------------
Total............................ Ch$ 72,268 73.5UCs Ch$ 122,559 114.5UCs Ch$ 132,150 133.6Ucs
=========== ========= =========== =========== =========== ============
- ---------------
(1) Includes Schwepes Tonica and Schwepes Citrus.
In Brazil, Coca-Cola Soft Drinks are distributed in returnable and
non-returnable glass and in Pet bottles of various sizes, and in aluminum
cans. The Company also produces and distributes Coca-Cola Soft Drinks as
post-mix syrup. The following table sets forth, for the Brazilian territory,
estimates of sales volume of Coca-Cola Soft Drinks by type of packaging as a
percentage of total sales by volume:
-26-
Percentage Soft Drink Sales by Packaging Type
Year ended December 31,
--------------------------------------------
1999 2000 2001
--------- --------- ----------
Returnable Bottles:
Pet-1.5 liter............................. 0.0% 0.0% 0.0%
Glass-1.0 liter........................... 5.0 3.6 3.2
Glass-290 cc ............................. 11.2 8.6 7.2
------ ------ ------
Subtotal............................... 16.2 12.2 10.4
------ ------ ------
Non-Returnable Bottles:
Pet 1.0 liter............................. 2.0 0.8 0.5
Pet 1.5 liter............................. 0.1 -- 0.1
Pet-2.0 liter and 2.25 liter.............. 49.3 56.8 59.8
Pet-2.5 liter............................. 3.9 2.7 1.5
Pet-600 cc................................ 3.9 0.1 5.5
Pet-245 cc(1) 5.3 0.1
Aluminum cans 350 cc ..................... 21.1 19.0 18.2
------ ------ ------
Subtotal............................... 80.3 84.7 85.7
------ ------ ------
Post-Mix.................................. 3.5 3.1 3.8
Total.................................. 100.0% 100.0% 100.0%
====== ====== ======
- ---------------
(1) Format introduced during 2000.
In Brazil, 85.7% of the Company's sales by volume of UCs during 2001 was
in non-returnable formats.
-27-
Argentine Territory. The Company estimates that its share of the soft
drink market in the Argentine territory (with a population of approximately
9.9 million) was 53% in 1999, 50% in 2000 and 51% in 2001. The Company
produces and distributes twelve soft drinks in the Argentine territory. The
following table sets forth, for the periods indicated, the Company's net sales
and volume of Coca-Cola Soft Drinks sold in the Argentine territory:
Soft Drink Sales by Net Sales and Volume (1)
Year ended December 31,
------------------------------------------------------------------------------------
1999 2000 2001
------------------------ ------------------------- ------------------------
(millions of Ch$ and UCs)
Coca-Cola......................... Ch$87,867 52.3UCs Ch$84,685 48.5UCs Ch$88,429 49.3UCs
Coca-Cola Light................... 3,806 1.7 4,306 1.9 5,072 2.2
Fanta Naranja..................... 11,494 7.4 12,800 9.1 10,899 7.3
Other Fanta Flavors(2) ........... 2,708 1.9 2,570 2.0 3,074 2.4
Sprite............................ 15,493 8.6 14,774 7.9 15,278 8.1
Diet Sprite....................... 1,730 0.8 1,802 0.8 1,918 0.8
Quatro Flavors (3)................ 1,938 1.0 2,234 1.3 2,809 1.9
Kin............................... 2,203 2.9 -- -- 1,221 1.2
Other brands...................... -- -- 2,517 2.7 5,038 5.7
----------- -------- ----------- -------- ----------- --------
Total.......................... Ch$127,239 76.5UCs Ch$125,688 74.2UCs Ch$133,738 78.9UCs
=========== ======== =========== -------- =========== --------
- -------------------
(1) For purposes of this table, sales include sales of liquid (not including
packaging and distribution) less any discounts.
(2) Other Fanta flavors include "Fanta Tonica" and "Fanta Limon".
(3) Quatro Flavors include "Quatro Pomelo" and "Quatro Limonada".
(4) Other brands include Tai, Schweppes, Crush, Kin and Hi-C.
Edasa produces and distributes Coca-Cola Soft Drinks in returnable and
non-returnable glass and Pet bottles of various sizes, in aluminum cans, and
as post-mix syrup. Edasa has experienced a significant shift in consumer
preference away from returnable formats in favor of larger non-returnable
formats, which represented approximately 80.8% of Edasa volume sales during
2001. The following table sets forth for the Argentine territory, estimates of
sales volume of Coca-Cola Soft Drinks by type of packaging as a percentage of
total sales by volume:
-28-
Percentage Soft Drink Sales by Packaging Type
Year ended December 31,
--------------------------------------------
1999 2000 2001
--------- -------- -----------
Returnable Formats:
Glass 350 cc. and 330 cc. ........................ 2.7% 2.2% 1.57%
Glass 1.0, 1.25 lt. and 1.5 lt. .................. 7.1 4.5 2.8
Pet 1.5 and 2.0 lt. .............................. 15.4 15.3 14.0
Subtotal....................................... 25.2 22.0 18.4
------- -------- -------
Non-Returnable Formats:
Glass 237 cc 0.8 1.1
Pet 0.5 lt., Pet 0.2 lt. and Pouch 0.190 lt. ..... 2.0 2.0 2.6
Pet 1.0 lt. and Pet 1.25 lt....................... 3.3 4.2 3.8
Pet 1.5 lt. ...................................... 15.5 13.4 17.3
Pet 2.0 lt. ...................................... 28.6 31.8 25.7
Pet 2.25 lt. and Pet 3.0 lt....................... 19.2 20.4 27.2
Aluminum cans 350 cc. ............................ 5.0 4.3 3.1
------- -------- -------
Subtotal....................................... 73.6 76.9 80.8
Post-Mix.......................................... 1.2 1.1 0.8
------- -------- -------
Total.......................................... 100.0% 100.0% 100.0%
======= ======== =======
In Argentina, consumers pay retailers a one-time deposit that represents
a portion of the cost of a returnable bottle, which consumers may exchange for
their original deposit in cash or use to purchase another soft drink without
paying a new deposit.
Marketing
The Coca-Cola Company and the Company jointly and severally promote and
market Coca-Cola Soft Drinks in the Company's franchise territories, in
accordance with the terms of the Bottler Agreements. During 2001, the Company
paid approximately 50% of the advertising and promotion expenses incurred by
The Coca-Cola Company in the Company's franchise territories. Nearly all media
advertising and promotion materials for Coca-Cola Soft Drinks are produced and
distributed by The Coca-Cola Company. See "Item 7. Majority Shareholders and
Related Party Transactions--Related Party Transactions--Bottler Agreements".
Customers and Distribution
Chilean Territory. In Chile, as of December 31, 2001, the Company sold
its products through an exclusive distribution network to approximately 38,900
customers. The following table sets forth, for the periods indicated, the
Company's sales of Coca-Cola Soft Drinks in Chile by type of customer,
measured as a percentage of total sales volume:
-29-
Percentage Sales by Type of Customer
Year ended December 31,
----------------------------------------------
1999 2000 2001
---- ---- ----
Small- and medium-sized retail establishments for takeout 38% 40% 41%
Wholesale distributors 21 18 17
Supermarkets 21 23 23
Restaurants, hotels and bars 4 4 4
Fast food outlets 3 3 3
Convenience stores 4 5 6
Other 9 7 6
----- ----- -----
Total 100% 100% 100%
===== ===== =====
Andina's ten largest customers together accounted for approximately
18.0%, 18.0% and 18.7% of total sales of soft drinks by volume in 1999, 2000
and 2001, respectively.
As of December 31, 2001, Andina's sales force consisted of 146
salespeople who call on most customers on average 1.6 times per week. For
sales to major supermarkets, the Company employs approximately 258 on-site
supervisors who handle the Company's products, monitor displays and track the
pricing and marketing strategies of the Company's competitors. Account
executives are also assigned to major fast food outlets to work with the
customer to develop sales on a consistent basis.
As of December 31, 2001, Andina's distribution system for its soft drink
products consisted of a group of 19 exclusive distributors, which are
independent businesses that collectively deploy approximately 225 trucks,
depending on seasonal demand. An additional 31 trucks are owned by the
Company. The 19 distributors collectively service all of the Company's
approximately 38,900 Chilean customers. In most cases, the distributor
collects payment from the customer in cash or check. Certain customers,
including supermarkets and fast food chains, maintain accounts with the
Company, which are settled on average every 42 days. Where applicable, the
driver also either collects empty returnable glass or plastic bottles of the
same type and quantity as the bottles being delivered, or collects cash
deposits for the net returnable bottles delivered. This task is particularly
significant in the Chilean territory where returnable containers accounted for
approximately 66.6% of total UCs of soft drinks sold in 2001.
Brazilian Territory. In Brazil, as of December 31, 2001, the Company sold
soft drink products through its distribution network to approximately 42,000
customers including Rio de Janeiro Refrescos and NVG. The following table sets
forth, for the periods indicated, the Company's estimated sales of Coca-Cola
Soft Drinks in the Brazilian territory by type of customer, measured as a
percentage of total sales volume:
-30-
Percentage Sales by Type of Customer (1)
Year ended December 31,
---------------------------------------------
1999 2000 (4) 2001 (4)
--------- ---------- -------------
Self-service(2)........................... 34% 41% 43%
Food/drink establishments(3).............. 22 22 17
Wholesalers............................... 11 11 12
Distributors.............................. 13 13 16
General Supply............................ 9 7 6
Entertainment establishments.............. 2 1 1
Transportation............................ 1 1 1
Educational establishments................ 1 1 1
Work place................................ 1 1 1
Other..................................... 6 2 2
------ ------ ------
Total.................................. 100% 100% 100%
====== ====== ======
- -------------------
(1) The categories presented in this table are not comparable to those used
for the Chilean territory and the Argentine territory.
(2) Category includes supermarkets and certain other food establishments.
(3) Includes restaurants, bars and fast food establishments.
(4) Includes Rio de Janeiro Refrescos plus NVG.
The Company estimates that in 2001, the supermarket chains, Sendas,
Carrefour, and Champion, its three largest customers in Brazil, accounted for
approximately 10.6% of its sales in the Brazilian territory measured by
volume. The Company estimates that Refrescos' (including NVG) ten largest soft
drink customers collectively accounted for approximately 26.2%, 24.7% and
19.4% of its total soft drink sales measured by volume in 1999, 2000 and 2001
respectively.
Refrescos' sales force during 2001 consisted of an average of 245
salespeople, divided into three major groups responsible for: (i) sales to
post-mix customers (who purchase soft drinks both in post-mix dispensers and
in bottled form), (ii) sales to supermarkets (consisting almost exclusively of
bottle sales) and (iii) other bottle sales. Each of these three groups also
manages sales of the other beverages (beer and mineral water) distributed by
Refrescos.
In Brazil, the Company distributes Coca-Cola Soft Drinks through a
distribution system that includes: (i) Company-owned trucks driven by Company
employees, (ii) trucks operated by independent distributors pursuant to
exclusive distribution arrangements with the Company and (iii) trucks operated
by independent transport companies on a non-exclusive basis. In 2001,
approximately 8.1% of Refrescos' sales by volume were distributed using its
own trucks and drivers, 15.1% were distributed by exclusive distributors, and
76.8% by other contract drivers. Distribution of Refrescos' beverages
(including soft drinks, beer and bottled water) takes place from distribution
centers and production facilities. High volume customers such as supermarkets
and post-mix customers are serviced exclusively from the distribution centers
located at Refrescos' production facilities. In 2001, approximately 23% of
Refrescos' soft drink sales were paid in cash at the time of delivery, 37%
were paid by check to be cashed between one and ten days after delivery and
40% were paid between 10 and 45 days after delivery by invoice. Payments by
both checks and invoices were charged with interests.
Argentine Territory. In Argentina, as of December 31, 2001, the Company
sold Coca-Cola Soft Drinks to approximately 65,338 customers whom the Company
services through the operations of Edasa. The following table sets forth, for
the periods indicated, Edasa's sales volume of Coca-Cola Soft Drinks by type
of customer, measured as a percentage of total sales volume:
-31-
Percentage Sales by Type of Customer
Year ended December 31,
---------------------------------------------
1999 2000 2001
---- ---- ----
Small- and medium-sized retail establishments for takeout............ 24% 27% 31%
Wholesale distributors............................................... 28 24 19
Supermarkets......................................................... 25 25 25
Restaurants, hotels and bars......................................... 4 3 3
Fast food outlets.................................................... 1 1 1
Convenience stores................................................... 16 18 20
Other................................................................ 2 1
----- ----- -----
Total............................................................. 100% 100% 100%
===== ===== =====
As of December 31, 2001, Edasa's sale force in Argentina consisted of
approximately 524 salespeople, including approximately 408 salespeople who
call on most customers regularly. In 2001, Edasa's ten largest customers
accounted for approximately 18.6% of its total sales of Coca Cola Soft Drinks
by volume.
In 2001, Edasa distributed Coca-Cola Soft Drinks with 85% by direct
distribution (trucking) and 15% by wholesale distribution. All of the direct
distribution is done by a group of truck drivers (with more than 3 trucks).
In 2001, approximately 50% of Edasa's soft drink sales were paid for in
cash and 50% were credit sales. Approximately 7% of credit sales were paid by
short-term credit to be paid for within one to eight days after delivery, 25%
of credit sales were made by simple account (to be paid 40% within 9 to 30
days after delivery and 60% within 30 to 40 days after delivery); and 18% of
credit sales, were paid for by check to be cashed within 9 to 15 days after
delivery.
Competition
The Company faces intense competition throughout the franchise
territories principally from bottlers of competing soft drink brands. See
"Item 3. Risk Factors--Competition".
Chilean Territory. The soft drink segment of the Chilean beverage
industry is highly competitive. The most important areas of competition are
product image, pricing, advertising, ability to deliver product in popular
bottle sizes, distribution capacity, and the amount of returnable bottles held
by retailers or by consumers. Returnable bottles can be exchanged at the time
of new purchases in lieu of paying a bottle deposit, thereby decreasing the
purchase price.
During 1997, Compania Cervercerias Unidas ("CCU") assumed complete
control over ECUSA, a joint-venture between Buenos Aires Embotelladora S.A.
("Baesa") and CCU for soft drink production and distribution in the Chilean
territory. ECUSA produces Pepsi, Diet Pepsi, Pepsi Max, Mirinda Orange,
Mirinda Pina, Seven-Up, Diet Seven-Up, Orange Crush, and Diet Orange Crush,
Limon Soda, Ginger Ale and Tonica under the Canada Dry label, and three
fruit-flavored brands. The following table sets forth estimated market share
data in the Chilean territory for the Company and its principal competitors by
flavor (Coca-Cola products are shown in bold type) for the periods indicated.
-32-
Market Share by Flavor in Chilean Territory
Year ended December 31,
--------------------------------------------
1999 2000 2001
--------- --------- ---------
All soft drinks:
Coca-Cola Soft Drinks........... 71.0% 69.5% 67.6%
CCU products.................... 23.6 21.7 19.9
Pepsi products.................. 3.6 4.1 4.7
Private brands.................. 1.6 4.0 5.2
Others.......................... 0.3 0.7 2.6
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Cola:
Coca-Cola....................... 92.7% 90.2% 88.0%
Pepsi........................... 5.3 6.0 6.5
Cherry Coke..................... -- -- --
Private brands.................. 1.9 3.8 5.5
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Diet soft drinks:
Diet Coke....................... 0.3% -- --
Coca Cola Light................. 75.4 73.7 67.2
Diet Sprite..................... 9.3 -- --
Sprite Light.................... 10.5 8.6
Pepsi Max....................... 4.4 0.7 --
Fanta Naranja Light (3) 0.9
Diet Orange Crush............... 5.9 3.9 --
Orange Crush Light 1.4 6.7
Diet Pepsi...................... 3.0 -- --
Pepsi Light..................... 6.7 8.8
Diet Seven Up................... 0.6 0.6 --
Seven Up Light 2.1
Private brands.................. 2.4 5.7
Others.......................... 0.8 0.1 0.0
------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Orange:
Fanta........................... 68.7% 67.7% 65.6%
Orange Crush.................... 29.3 25.4 19.2
Tommy Naranja................... 5.9 1.5
Other........................... 2.0 1.0 13.8
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Lemon-Lime:
Sprite.......................... 71.1% 69.0% 67.0%
Limon Soda...................... 24.5 22.3 19.2
Seven Up........................ 2.6 3.8 6.9
Others.......................... 1.8 4.9 6.9
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Artificial Fruit Flavor:
Bilz............................ 38.0% 33.2% 29.2%
Pap............................. 27.7 25.5 22.5
Kem............................. 18.6 25.9 22.9
Show 3.0
Quatro(1)....................... 12.1 6.8 3.7
Fanta Pina (1).................. -- 0.4 0.8
Fanta Durazno (1)............... -- 0.4 0.3
Lift (2)........................ -- 0.2 1.4
Squirt.......................... 2.1 0.1 0.0
Others.......................... 1.5 7.5 16.1
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
-33-
Year ended December 31,
--------------------------------------------
1999 2000 2001
--------- --------- ---------
Mixers:
Schweppes Ginger Ale............ 73.4% 73.4% 63.1%
Schweppes Tonic................. 10.6 11.6 8.0
Nordic Mist Ginger Ale(1)....... 9.8 7.2 6.9
Nordic Mist Tonica(2)........... 4.9 4.2 3.4
Others.......................... 1.3 3.6 18.7
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
- ---------------
(1) Introduced in July 2000.
(2) Introduced in December 2000.
(3) Introduced in September 2001.
Source: A.C. Nielsen
Brazilian Territory. The soft drink segment of the Brazilian beverage
industry is highly competitive. The most important areas of competition are
product image, pricing, advertising and distribution capacity (including the
number and location of sales outlets). According to A.C. Nielsen, the Company
has only 3 listed companies as its main soft drink competitors in the
Brazilian territory: (i) Companhia Cervejaria Brahma S.A. ("Brahma"), a soft
drink producer that is also the largest beer producer and distributor in
Brazil and which acquired Baesa's operations in Brazil in October 1997; (ii)
Industria de Bebidas Antarctica do Rio de Janeiro S.A. ("Antarctica"), the
second-largest beer producer and distributor in Brazil that also produces soft
drinks; and (iii) Coroa in the Niteroi territory. In 2000, Antarctica and
Brahma merged to create Ambev.
The following table sets forth estimated market share data for the
periods indicated in the Brazilian territory for the Company and its principal
competitors by flavor (Coca-Cola products are shown in the bold type):
Market Share by Flavor in the Brazilian Territory
Year ended December 31,
--------------------------------------------
1999 2000 (5) 2001 (5)
--------- --------- ---------
All soft drinks:
Coca-Cola Soft Drinks....................... 53.1% 51.7% 52.8%
Pepsi products.............................. 8.0 5.5 5.0
Brahma products............................. 7.7 5.3 5.0
Antarctica products......................... 9.3 8.3 8.1
Other....................................... 21.9 29.2 29.2
------- ------- -------
100.0% 100.0% 100.0%
======= ======= =======
Cola:
Coca-Cola................................... 85.9% 85.5% 84.8%
Pepsi....................................... 12.8 10.7 9.7
Other(1).................................... 1.3 3.8 5.5
------- ------- -------
100.0% 100.0% 100.0%
======= ======= =======
Diet:
Diet Coke and Coca-Cola Light............... 46.3% 46.5% 46.2%
Diet Antarctica Champagne Guarana........... 22.1 20.1 19.8
Diet Pepsi.................................. 10.8 7.1 7.0
Kuat Light 6.3
Diet Fanta Laranja and Diet Sprite 3.1 5.6 5.0
Brahma Diet Guarana......................... 8.9 6.1 4.9
Other(2).................................... 8.8 14.6 10.9
------- ------- -------
100.0% 100.0% 100.0%
======= ======= =======
-34-
Year ended December 31,
--------------------------------------------
1999 2000 (5) 2001 (5)
--------- --------- ---------
Orange:
Fanta Laranja............................... 39.6% 39.9% 40.3%
Sukita...................................... 11.3 9.2 10.5
Mirinda..................................... 3.7 1.0
Crush....................................... 4.9 1.6
Pop Laranja................................. 0.9 0.5
Other....................................... 39.6 47.8 49.3
------- ------- -------
100.0% 100.0% 100.0%
======= ======= =======
Lemon:
Sprite....................................... 26.8% 35.2% 31.5%
Limao Brahma................................. 17.3 10.4 10.8
Antarctica Soda Limonada..................... 13.1 7.7 7.0
Other(3)..................................... 42.9 46.7 50.7
------- ------- -------
100.0% 100.0% 100.0%
======= ======= =======
Grape:
Grapette and Other........................... 56.5% 63.4% 59.4%
Fanta Uva.................................... 43.5 36.6 40.6
------- ------- -------
100.0% 100.0% 100.0%
======= ======= =======
Guarana:
Guarana Brahma and Other(4).................. 67.6% 62.6% 66.4%
Antarctica Champagne Guarana................. 23.7 25.9 21.4
Guarana Tai and Simba Guarana................ 8.7 11.5 12.2
------- ------- -------
100.0% 100.0% 100.0%
======= ======= =======
- ---------------
(1) Includes Mineirinho and Bare Cola.
(2) Includes Tobi, Mantiqueira, Sport and Flecha.
(3) Includes Crush, Skol, Flecha, Sport and Tobi.
(4) Includes Guaranita, Mantiqueira, Sport, Flecha and Tobi.
(5) Includes Rio de Janeiro Refrescos and NVG's
Source: A.C. Nielsen
Argentine Territory. The soft drink segment of the Argentine beverage
industry is highly competitive. The most important areas of competition are
product image, pricing, advertising, ability to produce bottles in popular
sizes and distribution capacity. Embotelladora de los Andes S.A., which is
controlled by the Hunicken Group, produces Pepsi products in the province of
Mendoza; Baesa produces Pepsi products in the provinces of Cordoba and Santa
Fe. Pritty S.A. produces and sells Pritty, Doble Cola, Saldan, Switty and
Rafting in the provinces of Cordoba, Santa Fe and Mendoza. In the province of
Santa Fe, Penaflor produces and sells Gini, and Baggio sells Mocoreta. In the
province of Mendoza, San Isidro Refrescos S.A. sells Beach, Royal Crown, Upper
10, Sao, Sunkist and Seagrams products, and Cahiza Hermanos sells Chyc.
The following table sets forth, for the periods indicated, the estimated
market shares in the Argentine territory for the Company and its competitors
by flavor (Coca-Cola products are shown in bold type):
-35-
Market Share by Flavor in Argentine Territory
Year-ended December 31,
---------------------------------------------
1999 2000 2001
-------- --------- ----------
All soft drinks:
Coca-Cola Soft Drinks....................... 52.8% 49.5% 50.8%
Pepsi and 7 Up Products..................... 22.4 20.9 19.6
d Gini Products............................. 1.8 1.5 1.3
Pritty Products............................. 8.6 9.7 9.0
Chyc Products............................... 0.6 0.2 0.4
Other....................................... 13.8 18.2 18.9
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Cola:
Coca-Cola................................... 69.6% 67.2% 66.0%
Pepsi Cola.................................. 14.3 12.8 12.1
Chyc Cola................................... 0.7 0.2 0.3
Doble Cola.................................. 4.2 2.0 2.6
Gini Cola................................... 0.9 0.8 1.0
Other (1)................................... 10.3 17.0 18.0
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Diet:
Coca-Cola Light............................. 26.7% 35.3% 37.7%
7 Up Light ................................. 16.5 20.8 21.8
Pepsi Max................................... 11.5 16.0 15.9
Sprite Diet ................................ 8.4 13.2 12.6
7 Up Diet .................................. 0.0 -- --
Other ...................................... 36.9 14.7 12.0
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Orange:
Fanta Naranja............................... 43.3% 38.4% 28.9%
Crush....................................... 4.5 3.2 16.7
Mirinda Naranja............................. 16.6 20.5 18.3
Chyc Naranja................................ 1.2 0.3 0.6
Rafting Naranja............................. 4.1 1.0 0.1
Secco Naranja............................... 1.7 0.6 0.7
Other....................................... 28.8 36.0 34.7
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Lemon-Lime:
Seven Up.................................... 46.7% 40.1% 33.9%
Sprite...................................... 30.1 28.3 31.7
Saldan Lima Limon........................... 4.3 1.8 1.2
Other ...................................... 18.9 29.8 33.2
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Lemon:
Fanta Limon................................. 33.4% 30.3% 31.4%
Pritty Limon................................ 52.1 53.1 43.9
Mirinda Limon............................... 5.3 5.5 9.7
Gini Limon.................................. 4.1 2.3 0.8
Chyc Limon.................................. 1.5 0.3 0.4
Quatro Limonada............................. 0.1 -- --
Other....................................... 3.6 8.5 13.8
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Grapefruit:
Paso de los Toros Pomelo.................... 27.2 16.0 15.2
Quatro Pomelo............................... 21.1 19.1 26.3
Chyc Pomelo................................. 1.1 0.4 --
Crush Pomelo................................ 0.2 0.2 1.5
Other....................................... 50.4 64.3 57.0
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
-36-
Year-ended December 31,
---------------------------------------------
1999 2000 2001
-------- --------- ----------
Tonics:
Paso de los Toros........................... 81.4 81.5 74.8
Fanta Tonica................................ 14.8 12.3 15.2
Other....................................... 3.8 6.2 10.0
-------- -------- --------
100.0% 100.0% 100.0%
======== ======== ========
Other Beverages
In addition to Coca-Cola Soft Drinks, the Company produces and sells
juices and mineral water in Chile through Vital In Brazil, the Company
distributes beer under the "Kaiser" label and mineral water under the
"Caxambu" label. In Argentina, the Company distributes ready to drink juices
Kapo and Hi-C, which compete with other recognized brands such as Ades, Baggio
and Cepita. Besides, the Company produces and sells mineral water Kin (with
and without gas) and soda Kin, which compete with well-known brands like
Villavicencio, Eco de Los Andes and Glaciar.
Juices and Mineral Water in Chile
The Company, through Vital, competes in the fruit juice, nectar and
mineral water segments of the beverage market in Chile. Vital sells non-soft
drink beverage products under four different brand names: Andifrut (natural
fruit juices), Nectar Andina (fruit nectars), Kapo (artificially flavored
fruit drinks) and Vital (mineral water).
Sales. In 2001, net sales of juices and mineral water in Chile
represented 6% of the Company's consolidated net sales. On a consolidated
basis, sales of juices and mineral water in Chile were Ch$ 28,894 million,
reflecting additional revenue received by Andina from Vital's sales to third
parties. During 2001, the juice industry was subject to strong competition
forcing market participants to develop changes in packaging and formats, and
preventing them from raising prices. Volume sales of juices and nectars dropped
3.3% compared to 2000 sales. Volume sales of Nectar Andina and Kapo decreased
19.7% and 23.7% respectively as compared to 2000 sales. This decrease was
somewhat offset by a 6.5% increase in volume sales of Andrifrut, over 2000
sales. Volume sales of mineral water during 2001 improved as a result of the
greater acceptance of one-way, non-returnable formats introduced for this
product. The following table sets forth, for the periods indicated, Vital's
net sales and sales by volume of UCs of juices and mineral water:
-37-
Juices and Mineral Water Sales by Net Sales and Volume(1)
Year-ended December 31,
------------------------------------------------------------------------------------
1999 2000 2001
------------------------------ -------------------------- ------------------------
(in millions of Ch$ and UCs)
Andifrut.................... Ch$7,981 4.5UCs Ch$6,129 3.7UCs Ch$6,393 4.1UCs
Nectar Andina............... 6,552 3.9 5,939 3.4 4,838 2.8
Kapo........................ 9,441 7.3 7,317 5.4 7,329 5.1
Vital (mineral water)....... 7,767 7.2 8,238 7.9 8,781 8.5
---------- ------- ---------- ------- ---------- -------
Total(2).................... Ch$31,741 22.9UCs Ch$27,623 20.4UCs Ch$27,341 20.5UCs
========== ======= ========== ======= ========== =======
- ---------------
(1) For purposes of this table, sales include sales of liquid (not including
packaging and distribution) less any discounts.
(2) Includes sales to related companies which is eliminated upon
consolidation.
Marketing. Marketing and promotion programs, including television, radio
and print advertising, point of sale advertising, sales promotions and
entertainment are developed by The Coca-Cola Company for all Vital products.
Customers and Distribution. Vital juices and mineral water throughout
Chile are distributed by means of distribution agreements with Andina and two
other Coca-Cola bottlers. In 2001, Andina distributed approximately 51% of
Vital's products, and the other two Coca-Cola bottlers in Chile distributed an
aggregate of 46% and 3%, respectively, and the remainder was exported to
Edasa. Each Coca-Cola bottler in Chile distributes Vital products in its
respective franchise territory. Under Vital's distribution arrangements, each
bottler has the exclusive right to distribute juices and mineral water in its
territory and each agrees not to distribute competing products.
The Company believes that its distribution arrangements for juices and
mineral water provide an effective means of distributing those products
throughout Chile using the extensive distribution system of the Coca-Cola
bottlers. The Company has a good working relationship with the Coca-Cola
bottlers that distribute juices and mineral water. If any Coca-Cola bottler
were to cease distribution, the Company believes (but cannot assure that) it
could arrange alternative distribution arrangements, but the transition to the
new arrangements could involve significant delays in distributing products and
would involve additional costs and an initial reduction in sales.
Competition. Vital's principal competitors are CCU (Cachantun-Mineral
Water and Watt's juices), Corpora Tres Montes (Yuz) and four of the leading
dairy producers in Chile: Soprole S.A. ("Soprole"), Loncoleche S.A.
("Loncoleche"), Nestle Chile S.A. and Parmalat., Watt's, and Loncoleche are
both subsidiaries of Santa Carolina S.A. (Santa Carolina).
The following table sets forth, for the periods indicated, the Company's
estimates of the market shares for Vital and its principal competitors.
Vital's products are shown in bold. This information corresponds to market
share measured at the end of each year.
-38-
Vital's Market Share by Product
Year ended December 31,
-------------------------------------
1999 2000 2001
----------- ----------- ----------
Mineral water:
Cachantun (CCU)........................ 65% 61% 61%
Vital.................................. 32 34 30
Porvenir (CCU)......................... 3 1 2
Other.................................. -- 4 7
----- ----- -----
100.0% 100.0% 100.0%
===== ===== =====
Fruit Juices and Nectars:
Kapo................................... 19% 21% 18%
Nectar Andina.......................... 20 13 10
Andifrut............................... 14 10 11
Watt's................................. 18 27 25
Corpora Tres Montes (Yuz).............. 6 12 13
Soprole................................ 13 8 9
Others................................. 10 9 14
----- ----- -----
100.0% 100.0% 100.0%
===== ===== =====
The Chilean market for fruit flavored beverages also includes low-cost,
lower-quality fruit juice concentrates and artificially flavored powdered
beverage mixes. The Company does not consider these products to compete with
its juice and mineral water business because the Company believes that these
products are of lower quality and value.
Beer and Mineral Water Businesses in Brazil
Refrescos uses its distribution system to distribute Kaiser brand beers
in the Brazilian territory. As of December 31, 2001, Refrescos indirectly
owned a 3.8% interest in Cervejarias Kaiser S.A. ("Kaiser"). Refrescos started
distributing beer in the 1980s as a result of the acquisition of Kaiser by the
Coca-Cola bottlers in Brazil. In addition, Refrescos distributes bottled
mineral water under the Caxambu label. In September 2000, Refrescos began
distributing Bonaqua brand water, a product of the Coca Cola Company.
Refrescos buys beer from Kaiser at a price determined by Kaiser and resells it
at a fixed margin. In the case of certain discount sales that have been
approved by Kaiser, Kaiser shares 50% of the cost of such discounts. In 2001,
Refrescos' net sales of beer were Ch$5,423 million, of which Kaiser brand beer
accounted for 60% and Santa Cerva for 40% of net sales.
Competition. In the beer sector, Refrescos' main competitors are Brahma
and Antarctic. The Company estimates that in 2001, beer sold by Kaiser, Brahma
and Antarctica accounted for 3%, 68% and 12%, respectively, of the total sales
of beer by volume in the Brazilian territory.
The Distribution Agreements. Refrescos and Kaiser entered into an
agreement (the "Kaiser Distribution Agreement"), for the exclusive
distribution by Refrescos of Kaiser beer. The Kaiser Distribution Agreement
expired on December 28, 2000 but was extended to March 31, 2003 by mutual
agreement.
Under the Kaiser Distribution Agreement, Refrescos has the right to
distribute bottled and draught beer under the Kaiser labels in the Brazilian
franchise territory that now includes most of Rio de Janeiro, the state of
Espirito Santo, and the territory of Minas. Refrescos is not allowed to
produce, bottle, sell, or obtain any interest in any bottled or tap beer under
any other label or in any bottle or
-39-
packaging that could be confused with brand beers, except pursuant to an
independent agreement between Refrescos and Kaiser.
Under the terms of the Kaiser Distribution Agreement, Kaiser assumes all
responsibility for planning and managing publicity, marketing and promotional
activities related to Kaiser beer brands. Refrescos, however, is free to
undertake marketing or promotional activities that receive Kaiser's prior
approval. The parties have agreed to assume joint responsibility for the costs
of certain promotional activities (radio or television) and for certain
outdoor events which take place in the Rio de Janeiro region. Refrescos has
agreed to devote at least 3% of its gross sales of Kaiser products (net of
taxes) to such promotional activities or events.
Refrescos is prohibited from assigning, transferring, or otherwise
encumbering the Kaiser Distribution Agreement or any interest therein for the
benefit of third parties without prior written consent from Kaiser. Kaiser may
terminate the Kaiser Distribution Agreement immediately in the event that (i)
Refrescos declares bankruptcy, is made a party to bankruptcy proceedings or is
placed under judicial administration, (ii) Refrescos is dissolved or
liquidated or its assets are nationalized, expropriated, attached or
intervened, (iii) Refrescos undergoes a change of business or of control, (iv)
Refrescos ceases to be a franchisee of The Coca-Cola Company or (v) there
exists serious non-compliance on the terms of the Kaiser Distribution
Agreement on the part of Refrescos. In addition, Kaiser may terminate the
Kaiser Distribution Agreement three months after delivery of notice that
Refrescos is not complying with any other terms thereof. Refrescos may
terminate the Kaiser Distribution Agreement in the event of material
non-compliance with the terms thereof by Kaiser.
Pet Packaging Business
Overview and Background
During 2001, the Company produced Pet packaging through Multipack in
Chile and Cipet in Argentina. Multipack was established in 1991 in cooperation
with The Coca-Cola Company as the sole manufacturer of returnable Pet bottles
for all Coca-Cola bottlers in Chile until its operations were merged into
Envases CMF S.A. in June of 2001. On June 29, 2001, the Company and
Cristalerias de Chile S.A. created a 50/50 joint venture to strengthen their
plastic packaging business through the formation Envases CMF S.A.. In order to
accomplish this joint venture, Crowpla-Recolite purchased assets from
Multipack necessary to further the joint venture. Andina maintains a 50%
interest in the joint venture while Crowpla-Recolite retains the remaining 50%
interest.
Up until June 2001, Mulipack was the largest producer of Pet containers
in Chile, since then Envases CMF S.A. has become the most important producer
of envases Pet in the national market. Cipet was established in 1987 by the
Coca-Cola Company and Cia. Argentina Belga S.A., and was acquired by the
Company as part of the Coca-Cola Transactions in December 1996. In 2001, Cipet
was one of the largest producers of Pet products in Argentina. In Brazil, the
Company and Continental established Solucao Pet as a 50-50 joint venture with
total capital of US$34.5 million. This joint venture was terminated on March
31, 2000 by mutual agreement of Continental and the Company and the operation
of Solucao Pet were discontinued. See "History--General--PET Joint Venture".
The Company produces both returnable and non-returnable Pet bottles. The
Coca-Cola Company acquired the exclusive right to use certain Pet technology
from Continental in 1991 and has sub-licensed that technology to certain
Pet-manufacturers that produce Coca-Cola Pet bottles, including Multipack in
-40-
Chile and Cipet in Argentina. As a returnable packaging material, Pet is
considered superior to glass because it is lightweight, difficult to break,
transparent and easily recyclable. In the markets where it has been
introduced, Pet packaging has almost entirely replaced glass for manufacturing
returnable bottles. On average, returnable Pet bottles can be used up to 12
times. Non-returnable Pet bottles also are produced in various sizes and are
used by a variety of soft drink producers and, in Chile, by producers of
edible oil products.
Sales
In 2001, Cipet had net sales of Ch$ 26,340 million with sales to
affiliates representing 43% of such sales. Cipet also sold Pet bottles to
third parties (other Coca-Cola bottlers in Argentina) accounting for
approximately Ch$ 15,037 million or 57% of Cipet's net sales. In 2001,
Multipack had sales through June 30, 2001 of Ch$8,579 million with sales to
affiliates representing 54% of net sales.
The following table sets forth, for the periods indicated, the Company's
net sales in Chile, Argentina and Brazil of its Pet packaging products to
third parties:
-41-
Net Sales of Pet Packaging Products to Third Parties
Year ended December 31,
---------------------------------------------------
1999 2000 2001
---------- ----------- -----------
(in millions of Ch$)
Chile:
Returnable Pet bottles.............. Ch$ 4,105 Ch$ 2,127 Ch$ 1,025
Non-returnable Pet bottles.......... 1,132 1,027 1,968
Other Pet products.................. 1,226 3,033 937
----------- ----------- -----------
Total(1)......................... Ch$ 6,463 Ch$ 6,187 Ch$ 3,930
=========== =========== ===========
Argentina:
Returnable Pet bottles.............. Ch$ 2,184 Ch$ 1,611 Ch$ 679
Non-returnable Pet bottles.......... 2,324 1,183 289
Other Pet products.................. 12,909 11,935 14,069
----------- ----------- -----------
Total(1)......................... Ch$ 17,417 Ch$ 14,729 Ch$ 15,037
=========== =========== ===========
Brazil:
Returnable Pet bottles.............. -- -- --
Non-returnable Pet bottles.......... -- -- --
Other Pet products.................. Ch$ 353 -- --
----------- ----------- -----------
Total(1)......................... Ch$ 353 -- --
----------- ----------- -----------
- ---------------
(1) Excludes sales to related companies, which are eliminated upon
consolidation.
Competition
The Company is the sole supplier of returnable Pet bottles for Coca-Cola
bottlers in Argentina and Chile and, under terms of Pet contracts with such
bottlers, may produce returnable Pet bottles only for Coca-Cola bottlers. Due
to pre-existing agreements between The Coca-Cola Company and other Coca-Cola
bottlers throughout South America, the Company must obtain the consent and
assistance of The Coca-Cola Company to expand its sales of returnable Pet
bottles.
In Chile, the Company has two principal competitors in the non-returnable
Pet bottles market: (i) Strong Chemicals Ltda., the principal Chilean
manufacturer of polyvinyl chloride (PVC) plastic bottles for edible oils, and
(ii) Plasco S.A., the exclusive supplier of Pet bottles for Pepsi.
In Argentina, the Company competes principally with Schmalbac-Lubeca
(formerly Johnson's Control), Alpla S.A. and Alusud S.A. (Alcoa). Cipet is the
exclusive supplier of returnable Pet bottles to all Coca-Cola bottlers in
Argentina. In Brazil, Solucao Pet, which commenced operations in January 1997,
was the exclusive supplier of Pet bottle requirements of Refrescos until March
31, 2000 when its operation, were discontinued. In April 2000, Refrescos has
purchased all its Pet packaging from Braspet, a Brazilian Pet bottle
manufacturer.
In addition, various bottle manufacturers produce returnable Pet bottles
in Chile and other South American countries for competitors of The Coca-Cola
Company, and numerous manufacturers in various countries produce
non-returnable Pet bottles for beverages and other products.
-42-
Raw Materials and Supplies
The principal raw materials used in the production of Coca-Cola Soft
Drinks are concentrate, sweetener, water and carbon dioxide gas. Production
also requires glass and plastic bottles, bottle tops and labels. Each of the
Company's bottlers purchases raw materials from local sources. Water used in
soft drink production is treated for impurities and adjusted for taste
reasons. Water is subjected to continuous quality control.
Chile
Andina purchases concentrate at prices established by The Coca-Cola
Company. Andina purchases sugar primarily from Industria Azucarera Nacional
S.A. (the only producer of sugar in Chile) although it may purchase sugar on
the international market when prices are favorable, and it has done so on
occasion. Chilean sugar prices are subject to a price band established by the
Chilean government on an annual basis that has historically been consistent
with international prices. Andina obtains carbon dioxide gas from Liquid
Carbonic de Chile S.A. Andina's affiliate Multipack, produces returnable Pet
bottles and most of the non-returnable Pet bottles used by Andina. Andina
purchases glass bottles principally from Cristalerias de Chile S.A. and bottle
tops and labels from various suppliers.
In 2001, principal raw materials (including packaging) accounted for
80.3% of the total cost of sales for Andina's Coca-Cola Soft Drinks in Chile.
As a percentage of total costs of raw materials, the cost of concentrate
accounted for 49.0%, sugar and artificial sweeteners for 18.8%, cans for
13.8%, one-way bottles account for 14.5%, bottle tops for 3.4%, and carbon
dioxide gas for 0.5%. Water did not constitute a significant raw material
cost.
Brazil
Refrescos purchases concentrate at prices established by The Coca-Cola
Company in the city of Manaus, which has been designated as a duty-free
development zone by the Brazilian government. Refrescos purchases sugar from
Brazilian suppliers, in particular from Copersucar Ltda., Acucareira Bortolo
Carolo S/A, USJ Acucar e Alcool S/A and Nardini Agroindustrial Ltda. Refrescos
purchases carbon dioxide gas from Companhia White Martins Gases S.A. and AGA
S.A. Refrescos purchases bottles from Braspet, Vidraria Rio Minas S.A. and
Cia. Ind. Sao Paulo e Rio (Cisper), plastic bottle caps from Alcoa Aluminio
S.A. and metal bottle caps from various Brazilian suppliers; and Refrescos
purchases water from the municipality of Rio de Janeiro.
In 2001, principal raw materials (including packaging) accounted for
65.9% of total costs of sales for Refrescos soft drinks. As a percentage of
total Refrescos raw material costs, the cost of concentrate accounted for
approximately 26.0%, bottles for 29.0%, cans for 25.2%, sugar and artificial
sweeteners for 15.9%, bottle tops for 3.2%, and carbon dioxide gas for 0.7%.
Argentina
Edasa purchases concentrate at prices established by The Coca-Cola
Company. Edasa purchases sweeteners from Ledesma S.A., Ing. y Refineria San
Martin de Tabacal S.A., and Cia. Azucarera Concepcion S.A., and carbon dioxide
gas from Praxair S.A. and Air Liquide S.A. Edasa purchases non-returnable and
returnable Pet bottles from Cipet, and glass bottles from Cattorini Hermanos,
and bottle caps from Alusud S.A., Revisud S.A. and Crown Cork S.A. Edasa buys
water from Aguas Provincia de Santa Fe in the province of Santa Fe. In the
provinces of Cordoba and Mendoza, Edasa owns water wells
-43-
and extracts water for soft drink production. Edasa buys water from Aguas
Cordobesas S.A. and the Departamento General de Obras Sanitarias Mendoza, for
other purposes. Edasa also buys strech film from Plastiandino, Sanlufilmand
and Polymers; and cartoon from Zucamor an Cartocor.
In 2001, principal raw materials accounted for 74.0% of total costs of
sales for Edasa soft drinks. As a percentage of total Edasa raw material
costs, the cost of concentrate accounted for approximately 46.6%, bottles for
21.7%, sugar and artificial sweeteners for 16.7% cans for 11.5%, bottle tops
for 2.9% and carbon dioxide gas for 0.6%.
Other Beverages
The principal raw materials used by Vital in the production of juices and
mineral water are sweetener, fruit pulps and juices, flavors and aromas, and
citric acid. Production of carbonated mineral water requires carbon dioxide
gas. In 2001, the cost of raw materials (including packaging) accounted for
81% of the total cost of sales for Vital juices and mineral water. As a
percentage of total Vital raw material costs, the cost of fruit pulp and
juices accounted for 7.1%, sugar and artificial sweeteners for 9.9%, flavors
aromas and citric acid for 40.3%, packing for 33.4%, packaging for 5.1%,
bottle tops for 4.0% and carbon dioxide gas for 0.2%.
Pet Packaging
The principal raw material required for production of Pet bottles is Pet
resin imported in the form of pellets from Mexico and Brazil. In 2001, Cipet's
cost of Pet resin accounted for 75% of the total variable cost of its sales of
Pet bottles.
Seasonality
Each of the Company's lines of business is seasonal. Most of the
Company's beverage products have their highest sales levels in the South
American summer (October through March), with the exception of nectar
products, which have a higher sales volume in the South American winter (April
through September). Prices of packaging materials used in beverage production
are generally correlated to the seasonal cycles of beverages. The Company's
Chilean and Argentine operations experience higher levels of seasonal price
fluctuations than its Brazilian operations. The following table sets forth,
for the year ended December 31, 2001, the Company's quarterly sales by
principal lines of business:
-44-
Seasonality of the Company's Sales in 2001
Soft Drinks Other Beverages(1)
---------------------------- ----------------------------
Production % of total Production % of total
(millions of annual (millions of annual
Ucs) production UCs) production
------------ ---------- ------------ -----------
Chile:
1st Quarter.................... 25.7UCs 26.0% 5.6UCs 29%
2nd Quarter.................... 21.0 21.2 4.3 20
3rd Quarter.................... 21.4 21.7 4.1 20
4th Quarter.................... 30.6 31.1 6.5 31
----------- -------- ---------- --------
Total..................... 98.7UCs 100.0% 20.5UCs 100.0%
=========== ======== ========== ========
Brazil:
1st Quarter.................... 36.8UCs 27.5% 1.2UCs 24.7%
2nd Quarter.................... 31.0 23.2 1.0 19.1
3rd Quarter.................... 27.1 20.3 1.0 20.7
4th Quarter.................... 38.7 29.0 1.8 35.6
----------- -------- ---------- --------
Total..................... 133.6UCs 100.0% 5.0UCs 100.0%
=========== ======== ========== ========
Argentina:
1st Quarter.................... 22.9UCs 29.0% 0.7UCs 24.4%
2nd Quarter.................... 16.3 20.6 0.6 19.8
3rd Quarter.................... 17.6 22.3 0.7 24.0
4th Quarter.................... 22.1 28.1 0.9 31.8
----------- -------- ---------- --------
Total..................... 78.9UCs 100.0% 2.9UCs 100.0%
=========== ======== ========== ========
- ---------------
(1) In Chile and Argentina, "Other Beverages" includes fruit juices and
mineral water. In Brazil, it includes beer and mineral water.
Regulation
General
The Company is subject to the full range of government regulations
generally applicable to companies engaged in business in its franchise
territories, including but not limited to labor, social security, public
health, consumer protection, environmental, sanitation, employee safety,
securities, and anti-trust laws. Currently, there are no material legal or
administrative proceedings pending against the Company with respect to any
regulatory matter in any of its franchise territories except those listed as
such in "Item 8. Financial Information--Legal Proceedings". The Company
believes, to the best of its knowledge, that it is in compliance in all
material respects with applicable statutory and administrative regulations
relating to its business.
Chile. There are no special licenses or permits required to manufacture
and distribute soft drinks in the Chilean territory. Food and beverage
producers in Chile, however, must obtain authorization from (and their
activities are subject to) supervision by the Chilean Environmental Protection
Services ("Servicio Sanitario Metropolitano del Ambiente, the "Environmental
Protection Authority"), which inspects plants and takes liquid samples for
analysis on a regular basis. The Company's permit from the Environmental
Protection Authority was obtained on January 8, 1992 and is in effect
indefinitely. In addition, production and distribution of mineral water is
subject to special regulation such that mineral water may be drawn only from
sources designated for such purpose by presidential decree. Certification of
compliance with such decree is provided by the National Health Service
("Servicio de Salud
-45-
Metropolitano del Ambiente" -SESMA-). The Company's mineral water production
facilities have received the required certification.
Brazil. Labor laws, in addition to mandating employee benefits, include
regulations to ensure sanitary and safe working conditions in the Company's
production facilities located in Brazil. Food and beverage producers in Brazil
must register their products with and receive a ten-year permit from the
Ministry of Agriculture and Provisioning and the Ministry of Health, which
oversees diet products (together, the "Ministry"). The Company's permits from
the Ministry are valid and in force. Although no assurances can be given as to
their renewal, the Company has not experienced any material difficulties in
renewing its permits nor does it expect to experience any difficulties in the
future. The Ministry does not regularly inspect facilities but sends
inspectors to investigate any complaints it receives.
Argentina. While most laws applicable to Edasa are enforced at the
federal level, some, such as sanitary and environmental regulations, are
primarily enforced by provincial and municipal governments. There are no
licenses or permits required for the manufacture or distribution of Coca-Cola
Soft Drinks in the Argentine territory. However, the Company's production
facilities are subject to registration with federal and provincial authorities
and to supervision by municipal health agencies, which certify compliance with
applicable laws.
Environmental Matters
It is the Company's policy to conduct environmentally sound operations on
a basis consistent with applicable laws and with criteria established by The
Coca-Cola Company. Although regulation of matters relating to protection of
the environment is not as well developed in the franchise territories as in
the United States, the Company expects that additional laws and regulations
may be enacted in the future with respect to environmental matters affecting
the Company that may impose additional or restrictions on the Company which
could materially or adversely affect our results of operation in the future.
There are no material legal or administrative proceedings pending against the
Company in any of the franchise territories with respect to environmental
matters, and the Company believes that to the best of its knowledge it is in
compliance in all material respects with all environmental regulations
applicable to the Company.
Chile. The Chilean government has several regulations governing
environmental matters relating to the Company's operations. For instance, Law
3,133 regulates discharge of residual industrial waste, and the Sanitary Code
contains provisions relating to liquid and solid waste disposal, basic
environmental conditions in the workplace, and the protection of water for
human consumption. On February 23, 1993, the Chilean government published
regulations that updated the provisions of Law 3,133. These regulations place
limits on the disposal of harmful substances which may be hazardous to water
used in irrigation or water for consumption by people or animals without prior
authorization from the Ministry of Public Works and a favorable determination
from the Superintendency of Sanitary Services. The regulations also mandate
governmental approval of any systems to treat or discharge liquid industrial
waste. In December 1996, the Company completed a new liquid industrial waste
treatment plant to comply in advance with Chilean liquid waste emissions
standards, which have been in effect since August 1998.
Law 19,300, passed in March 1994, addresses general environmental concerns
that may be applicable to the activities of the Company and which, if
applicable, would require the Company to hire
-46-
independent experts to conduct environmental impact studies or declarations of
any future projects or activities that could be impacted by the regulations of
Law 19,300. Law 19,300 creates the National Commission on the Environment,
which is supported by regional commissions to supervise environmental impact
studies and declarations for all new projects, and to enforce the regulations
of Law 19,300, and grants discretionary power to regulators. There can be no
assurance that future legislative regulatory developments will not impose
further restrictions that would be material to the Company's operations in
Chile.
In 1997, the municipality of San Joaquin, that is part of the Santiago
Metropolitan region where the Company's Santiago production facilities are
located, presented to the Chilean housing and zoning authorities an
environmental impact study to assess whether certain manufacturing facilities
in the San Joaquin area, including the manufacturing facilities of the
Company, were properly zoned in an area for exclusive industrial use. The
study, carried out with the Company's cooperation, was commissioned as
required by a Santiago zoning act passed in November 1994. Although the
Company believes the relevant authorities will concur with the study's
assessment that the Company's plant is properly zoned, there can be no
assurance that the Chilean authorities will not overrule the study and require
the Company to relocate its production facility to another area of the
Santiago metropolitan region which could adversely impact the Company's
financial results or operations.
In 2001, the Company made a series of presentations to the municipality
of San Joaquin to renew the permits required for construction of the Company's
facilities in San Joaquin.
The Company believes to the best of its knowledge that it is in
compliance, in all material respects, with other Chilean environmental
standards.
Brazil. The Company's Brazilian operations are subject to several
environmental laws, none of which currently impose substantial restrictions on
the Company. The federal constitution established the broad guidelines for the
new treatment afforded environmental concerns, dedicating an entire chapter
(Chapter VI, Article 225) to the protection of the environment, along with
several other articles related to the environmental law and urban law.
Environmental issues are regulated at the federal, state and municipal levels
and the Brazilian constitution empowers the public authorities to develop
regulations designed to preserve and restore the environment and to control
industrial processes that affect human life. Violations of these regulations
are subject to criminal, civil and administrative penalties.
In addition, Law No. 6,938 of August 31, 1981, known as the Brazilian
Environmental Policy, introduced an entirely different environmental regime.
There is no longer any environmental damage that is exempt from coverage. The
legislation is based on the idea that even a polluting waste tolerated under
the established standards could cause environmental damage, and therefore
subject the party causing such damage to payment of an indemnity. Moreover, as
mentioned above, activities damaging to the environment lead to criminal and
administrative penalties, provided for in Law 9.605, of February 12, 1998
(Environmental Crimes Act).
Numerous governmental bodies have jurisdiction over environmental
matters. At the federal level, the Ministerio do Meio Ambiente (the
environmental ministry) and the Conselho Nacional do Meio-Ambiente ("CONAMA")
dictate environmental policy, including without limitation initiating
environmental improvement projects, establishing a system of fines and
administrative penalties and reaching agreements on environmental matters with
offending industries. The Instituto Brasileiro do Meio Ambiente e dos Recursos
Naturais Renovaveis ("IBAMA") enforces environmental regulations set
-47-
by CONAMA. In addition, various federal authorities have jurisdiction over
specific industrial sectors, but none of these currently affect the Company.
Finally, various state and local authorities regulate environmental matters in
the Brazilian territory including the Fundacao Estadual de Engenharia do
Meio-Ambiente ("FEEMA"), the principal environmental authority in Rio de
Janeiro. FEEMA periodically inspects industrial sites and tests liquid waste
for contamination. The Company believes to the best of its knowledge that it
is materially in compliance with the standards established by all the
governmental authorities applicable to its operations. There can be no
assurances, however, that additional regulations will not be enacted in the
future, and that such restrictions would not have a material effect on the
Company's results or operations.
Argentina. The Argentine Constitution, as amended in 1994, allows any
individual who believes a third party may be damaging the environment to
initiate an action against it. No such action has ever been instituted against
the Company, but no assurances can be given that an action will not be brought
in the future. Though provincial governments have primary regulatory authority
over environmental matters, municipal and federal authorities are also
competent to enact laws on environmental issues. Thus, municipalities are
competent on local environmental matters, such as waste management, while the
federal government regulates interprovincial environmental issues, such as
transport of hazardous waste or environmental matters covered by international
treaties.
Provincial governments within the Argentine territory have enacted
framework laws concerning preservation of the environment (Law No. 7,343 in
Cordoba, Law No. 5,961 in Mendoza and Law No. 11.717 in Santa Fe). These laws
contain principles on environmental policy and management, as well as rules on
environmental impact assessment. They also give certain agencies competence in
environmental issues.
Almost all provinces as well as many municipalities have enacted laws
regarding the use of water, the sewage system and the disposal of liquids into
underground flows of water or rivers. There are currently no claims pending
against the Company on this matter. The violation of these laws usually
results in fines.
Capital Expenditures
The Company's total capital expenditures were Ch$34,831 million in 1999,
Ch$22,251 million in 2000 and Ch$21,550 in 2001 under Chilean GAAP. In 2001,
capital expenditures were principally related to:
o Investments in bottling machinery and equipment in Chile and Brazil to
increase production capacity, and
o Investments required to improve the sugar treatment facilities by
Refrescos.
o Investments in software (SAP)
In 2000 principal capital expenditures included:
o Investments in bottling machinery and equipment in Chile and Argentina to
increase production capacity, to improve sales and to bring the Cordoba
plant online; and
-48-
o Investments required to integrate the various production facilities of
NVG in Jacarepagua and Vitoria with the facilities owned by Refrescos.
The following table sets forth, under Chilean GAAP, for the years
indicated, the capital expenditures of the Company, excluding strategic
acquisitions, by line of business:
-49-
Capital Expenditures by Line of Business
Year ended December 31,
-----------------------------------------
1999 2000 2001
---------- ---------- ----------
(millions of Ch$)
Soft Drinks:
Chilean territory......... Ch$ 12,775 Ch$ 8,103 Ch$ 9,462
Brazilian territory....... 4,148 5,246 7,942
Argentine territory....... 14,010 6,587 2,108
Other Beverages:
Vital..................... 559 952 864
Pet Packaging:
Multipack................. 1,557 895 1,086
Cipet..................... 1,692 468 88
Solucao Pet(1)............ 90 -- --
-- -- --
---------- ---------- ----------
Total........................ Ch$ 34,831 Ch$ 22,251 Ch$ 21,550
========== ========== ==========
- ---------------
(1) This amount is not reflected as a capital expenditure under the
Consolidated Financial Statements because under Chilean GAAP companies in
start-up phases are not consolidated.
Property, Plant and Equipment
The Company maintains production plants in each of the principal
population centers that comprise the franchise territories. In addition, the
Company maintains distribution centers and administrative offices in each of
the franchise territories. The following table sets forth the principal
properties and facilities of the Company in each of the franchise territories,
setting forth in square meters the combined size of offices, plants and
warehouses at each facility:
Location Principal Use Size
-------- ------------- ----
(m2)
Chile:
Santiago Offices; Coca-Cola Soft Drinks
production/Warehouse 362,856
Rancagua Warehouse/Storage 24,061
San Antonio Warehouse/Storage 19,842
Renca Offices; Juice production 40,000
Rengo Mineral water production 12,375
Brazil:
Itaoca Warehouse 76,866
Bangu Warehouse 44,614
Jacarepagua Offices; Coca-Cola Soft Drinks
production/Warehouse 195,372
Caxias Warehouse 18,300
Vitoria Warehouse; Coca-Cola Soft
Drinks production 93,320
Itambi Warehouse 131,420
Governador Valadares Warehouse 20,000
Cabo Frio Warehouse 1,985
Campos Warehouse 24,200
-50-
Location Principal Use Size
-------- ------------- ----
(m2)
Argentina:
Mendoza Offices; Coca-Cola Soft Drinks
production/Warehouse 41,579
San Juan Warehouse; Offices 48,036
San Luis Warehouse; Offices 6,069
Rosario (Santa Fe) Offices; Coca-Cola Soft Drinks
production/Warehouse 28,070
Santo Tome (Santa Fe) Offices; Warehouse 89,774
Cordoba Offices; Coca-Cola Soft Drinks
production/Warehouse 923,260
Rio IV Warehouse; Offices 7,482
Buenos Aires Offices; Pet bottle production 27,043
The Company's properties are held in fee and are not subject to material
encumbrances.
Capacity by Line of Business
Set forth below is certain information concerning the installed capacity
and approximate average utilization of the Company's production facilities, by
line of business.
Capacity by Line of Business (1)
Year Ended December 31,
------------------------------------------------------------------------------
2000 2001
--------------------------------------- -------------------------------------
Annual Total Average Capacity Annual Total Average Capacity
Capacity Utilization Capacity Utilization
Installed Utilization During Peak Installed Utilization During Peak
Capacity (%) Month (%) Capacity (%) Month (%)
------------ ----------- ------------ ----------- ----------- -----------
Coca-Cola Soft Drinks (millions of UCs):
Chile................................. 156 66% 69% 145 61% 83%
Brazil................................ 173 61 70 179 71 88
Argentina............................. 157 49 67 158 49 51
Other Beverages (millions of UCs)........ 58 35 52 58 35 52
Pet packaging (millions of bottles)...... 589 55 81 629 55 81
- ---------------
(1) The Pet packaging figures include Multipack and Cipet. For 2000, figures
do not include Solucao Pet since its operations were discontinued in March
2000. For 2001, figures do include Multipack since its operations were
discontinued in July 2001
Total installed capacity assumes production of the mix of products and
containers produced in 2001. In 2001, the Company continued to modernize and
renovate its manufacturing facilities in order to maximize efficiency and
productivity. At present, the Company estimates it has sufficient capacity in
each of the franchise territories to meet consumer demand for each product
format. Because bottling is a seasonal business with significantly higher
demand during the South American summer and because soft drinks are
perishable, it is necessary for bottlers to carry significant over-capacity in
order to meet the substantially greater seasonal demand. The Company maintains
quality control laboratories at each production facility where raw materials
are tested and soft drink samples are analyzed.
Chilean territory. As of December 31, 2001, the Company owned one
production facility with eight production lines for Coca-Cola Soft Drinks at
its facility in the San Joaquin district of Santiago with total installed
annual capacity of 145 million UCs. For juices and mineral water, the Company
-51-
owned one production facility in the Renca district of Santiago, where Vital
operates four fruit juice production lines and nine Kapo production lines. The
Company owned another production facility in Rengo, where Vital operates four
additional production lines dedicated to production of mineral water. At
December 31, 2001, the Company owned three distribution centers in the Chilean
territory.
Brazilian territory. In March 2000, Andina agreed to acquire NVG, which
owned three production facilities (Niteroi, Itambi, and Vitoria) in addition
to a 25% stake in Centralli, a manufacturing facility with one Pet bottle
production line and a production line for aluminum cans. Two plants in
Niteroi and Itambi were closed in March 2000 to optimize production at the
Jacarepagua facility. However, the facility in Vitoria remains in operation,
and in August 2000, production was expanded by adding a line for producing Pet
2.0 bottles.
By November, 2000, the Jacarepagua facilities were expanded by adding a
production line for Pet 2.0 bottles, which was transferred from Itambi. In
total, Andina's industrial plant structure includes seven production lines in
Jacarepagua and two in Vitoria.
Argentine territory. In the Argentine territory, as of December 31, 2001,
the Company had ten production lines and three production facilities with
total installed annual capacity of 158 million Ucs of Coca-Cola Soft Drinks.
At December 31, 2000, the Company owned ten distribution centers in the
Argentine territory, including the production facilities at Cordoba, Rosario
and Mendoza.
Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Basis of Presentation
The following discussion should be read in conjunction with and is
qualified in its entirety by the Consolidated Financial Statements, including
the Notes thereto. The Company prepares its financial statements in accordance
with Chilean GAAP, which differs in certain important respects from U.S. GAAP.
Note 25 of the Notes to the Consolidated Financial Statements provides a
description of the principal differences between Chilean GAAP and U.S. GAAP as
they relate to the Company and a reconciliation to U.S. GAAP of net income and
total shareholders' equity.
Chilean GAAP requires that financial statements recognize the effects of
inflation. Accordingly, all financial information regarding the Company,
unless otherwise indicated, has been restated to eliminate the distorting
effects of changes in the purchasing power of the Chilean peso on non-monetary
assets and liabilities and shareholders' equity, such that all such
information is presented in comparable monetary terms. The general price-level
gain or loss reflected in the income statement indicates the effect of
inflation on the Company's net holdings of monetary assets and liabilities
during a period of inflation. Assets and liabilities are considered "monetary"
for purposes of general price-level accounting if their amounts are fixed by
contract or otherwise in terms of number of currency units, regardless of
changes in specific prices or in the general price level. Examples of
"monetary" assets and liabilities include accounts receivable, accounts
payable and cash.
Income reported on a U.S. GAAP basis differs from that reported in
accordance with Chilean GAAP principally due to basis differences in property,
plant and equipment, accounting for deferred income taxes, acquisition through
the issuance of shares, difference in accounting for investments in related
companies and different goodwill amounts, and difference in accounting
translation adjustment of foreign investments, difference in joint venture
accounting, and differences in amortization periods
-52-
for goodwill. The effect of inflation accounting under Chilean GAAP has not
been reversed in the reconciliation to U.S. GAAP. See Note 25 of the Notes to
the Consolidated Financial Statements.
Factors Affecting Comparability
In March 2000, the Company, through its subsidiary, Refrescos, purchased
from the Coffin Group a Coca-Cola franchise license for a territory in Brazil
comprising the State of Espirito Santo and part of the States of Rio de
Janeiro and Minas Gerais (Nitvitgov Refrigerantes S.A., hereinafter, "NVG"),
for US$74.5 million. This territory was serviced by the Coffin Group through
Perma Industria de Bebidas S.A. ("Perma"). The operations of NVG and Refrescos
were integrated into Refrescos.
In July 2001, as a result of the joint venture with Cristalerias forming
Envases CMF S.A., the Company deconsolidated the results of Multipack and only
recognizes the results of Multipack in its financial statements in the section
"Investments in Related Companies".
Effective January 1, 2000, the Company began applying Technical Bulletin
No. 60 of the Chilean Institute of Accounts concerning deferred income taxes,
which requires the recognition of deferred income taxes for all temporary
differences, whether recurring or not, using an asset and liability approach.
This change resulted in a net credit to income of Ch$ 3,686 million during the
year ended December 31, 2000. The cumulative effect of this accounting change
for years prior to 2000 resulted in the recognition of a net deferred tax
asset and an offsetting liability of Ch$ 1,788 million at January 1, 2000. The
liability and the asset are being offset over the projected period of reversal
of the temporary differences without affecting net income. However, there will
be an effect on future results arising from the recognition of the reversal of
the temporary differences in the current income tax provisions for such
periods.
Critical Accounting Policies
Discussion of Critical Accounting Policies
In the ordinary course of business, the Company has made a number of
estimates and assumptions relating to the reporting of results of operations
and its financial position in the preparation of its financial statements in
conformity with accounting principles generally accepted in Chile and the
United States of America (with respect to the reconciliation of net income and
shareholders' equity and additional disclosures required by US GAAP). There
can be no assurances that actual results will not differ from those estimates.
The Company believes, to the best of its knowledge, that the following
discussion addresses the Company's most critical accounting policies, which
are those that are most important to the portrayal of the Company's financial
condition and results of operations and require management's most difficult,
subjective and complex judgments, often as a result of the need to make
estimates and assumptions about the effect of matters that are inherently
uncertain. For a more detailed discussion of accounting policies significant
to the Company's operations, please see Note 1 to the Company's Consolidated
Financial Statements.
Allowance for Doubtful Accounts
The Company evaluates the collectibility of its trade accounts receivable
based on a number of factors. In circumstances where we are aware of a
specific customer's inability to meet its financial obligations to the
Company, a specific reserve for bad debts is estimated and recorded which
reduces the recognized receivable to the estimated amount the Company believes
will ultimately be collected. In
-53-
addition to specific identification of potential bad customer debts, bad debt
charges are recorded based on, among other factors, the Company's recent past
loss history and an overall assessment of past due trade accounts receivable
amounts outstanding. Our accounts receivable balance was CH$57,949 million,
net of allowances for doubtful accounts of Ch$3,352 million as of December 31,
2001.
Property, Plant and Equipment
Property, plant and equipment (excluding the technical reappraisal that
occurred in 1979 that was eliminated in the reconciliation to US GAAP) is
recorded at cost plus price-level restatements and is depreciated on a
straight-line basis over the estimated useful lives of such assets. Changes in
circumstances such as technological advances, changes to the Company's
business model or changes in the Company's capital strategy could result in
the actual useful lives differing from the Company's estimates. In those cases
where the Company determines that the useful life of property, plant and
equipment should be shortened, the Company would depreciate the net book value
in excess of the estimated salvage value over its revised remaining useful
life. Factors such as changes in the planned use of manufacturing equipment,
vending equipment, transportation equipment or software could result in
shortened useful lives. Long-lived assets are reviewed by the Company for
impairment whenever events or changes in circumstances indicate that the
carrying amount of any such asset may not be recoverable. The estimate of
future cash flow is based upon, among other things, certain assumptions about
expected future operating performance. The Company's estimates of undiscounted
cash flows may differ from actual cash flows due to, among other things,
technological changes, economic conditions, changes to its business model or
changes in its operating performance. If the sum of the projected undiscounted
cash flows (excluding interest) is less than the carrying value of the asset,
the asset will be written down to its estimated fair value.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets are stated on the basis of cost plus
price-level restatements and are amortized, principally on a straight-line
basis, over the estimated future periods benefited (not exceeding 20 years).
Intangible assets consist primarily of bottling and distribution rights in
specific territories. Goodwill and other intangible assets are periodically
reviewed for impairment whenever events or changes occur that indicate the
carrying value of the business or assets to which they relate may not be
recoverable. When such events or changes occur, management estimates the
future cash flows expected to result from the use and, if applicable, the
eventual disposition of the assets and related goodwill. The key variables
which management must estimate include sales volume, prices, marketing
spending and other economic factors. Significant management judgment is
involved in estimating these variables, and they include inherent
uncertainties; however, the assumptions used are consistent with our internal
planning. Therefore, management periodically evaluates and updates the
estimates based on the conditions that influence these variables. If such
assets are considered impaired, they are written down to fair value as
appropriate. In 2002, the Company will adopt the provisions of SFAS No. 142
for the purposes of US GAAP reporting. The Company anticipates the adoption of
SFAS No. 142 will reduce amortization expenses in 2002. During 2002, the
Company will perform the first of the annual impairment tests of its goodwill
and intangible assets with indefinite useful lives. The Company has not yet
performed a preliminary impairment test of its goodwill and intangible assets
with indefinite useful lives and, accordingly, cannot currently estimate the
impact of the adoption of this standard on the US GAAP results of operations
and financial condition of the Company in 2002.
-54-
Deferred Tax Assets
The Company records a valuation allowance to reduce the carrying value of
its deferred tax assets to an amount that is more likely than not to be
realized. While the Company has considered future taxable income and prudent
and feasible tax planning strategies in assessing the need for the valuation
allowance, should the Company determine that it would not be able to realize
all or part of its net deferred tax assets in the future, an adjustment to the
carrying value of the deferred tax assets would be charged to income in the
period in which such determination was made.
Liability for deposits for bottles and cases
The Company has a liability for deposits it receives for bottles and
cases that it provides to its customers and distributors. The liability
represents the deposit value that the Company may be required to remit upon
receipt of the bottles and cases, in good condition, along with the original
invoice. The liability is not subjected to price level restatements as per
current agreements with customers and distributors. The Company estimates the
liability based on an annual inventory of bottles sold to customers and
distributors, estimates of bottles in circulation and a weighted average
historical deposit value per bottle or case. Additionally, because the amount
of bottles and cases has generally increased over time the liability is
presented as a long-term liability. Significant management judgment is
involved in estimating the number of bottles in circulation, the deposit value
that could be subject to redemption and the timing of disbursements related to
this liability.
Differences of Operating Conditions
Important differences exist on a macroeconomic level and in operating
conditions in the Company's franchise territories, which have an adverse
effect on the Company's operating margins.
Pricing Environments. The prices of the Company's soft drinks are
significantly higher in the Chilean and Argentine territories than in the
Brazilian territory, where the competitive environment is affected by the
aggressive pricing practices of several large breweries and the effects of the
devaluation of the real.
Moreover, the Brazilian market's preference for non-returnable formats
that generally have a higher cost of sales than returnable formats (assuming a
return of the container) which results in lower gross margins.
Until 1998, Argentina had the highest prices in the Company's franchise
territories, but the end of increased price competition by local producers
reduced average prices in Argentina. In Chile, a well-developed consumer
preference for Coca-Cola Soft Drinks and the Company's established
distribution network and market presence permitted the Company to defend
against the recent entry of similar local soft drink producers but, the
Company's pricing policy seeks to maximize profitability while protecting
market share.
Distribution. The Company's distribution structure in Chile is mature and
efficient, with a high percentage of direct sales and delivery to customers,
which allows the Company to better manage prices, inventories and
merchandising. In Argentina and Brazil, the Company acquired franchises with
substantially different distribution structures. In Argentina, wholesalers
have historically played an important role in distribution, which has led to
higher costs and less control over pricing, inventory management and
commercial variables.
-55-
Summary of Operations
The Company engages primarily in the production and distribution of
Coca-Cola Soft Drinks in Chile, Brazil and Argentina. In Chile, the Company
also produces and distributes fruit juices, other fruit flavored beverages and
mineral water. In Brazil, the Company distributes beer and mineral water. In
addition, the Company produces Pet bottles primarily for its own use and for
sale to other Coca-Cola bottlers in Chile and Argentina.
The following table sets forth, for the periods indicated, the net sales
and operating income for the Company's operations in Chile, Brazil and
Argentina, respectively, expressed in each case in millions of Chilean pesos
and as a percentage of the Company's consolidated net sales or operating
income, as the case may be:
Year ended December 31,
---------------------------------------------------------------------------------------
1999 2000 2001
--------------------------- ------------------------- ---------------------------
(millions of Ch$)
Net sales:
Chile.......................... Ch$ 195,193 46.9% Ch$ 193,638 42.2% Ch$ 190,453 39.5%
Brazil......................... 76,216 18.3 129,511 28.3 140,809 29.2
Argentina...................... 145,052 34.9 135,481 29.5 150,715 31.3
Intercountry eliminations...... (398) (0.1) (181) (0.0) (50) (0.0)
----------- ------- ----------- ------- ----------- -------
Total....................... Ch$ 416,063 100.0% Ch$ 458,449 100.0% Ch$ 481,927 100.0%
=========== ======= =========== ======= =========== =======
Operating income:
Chile.......................... Ch$ 39,403 98.9% Ch$ 43,035 76.1% Ch$ 39,296 70.4%
Brazil......................... (1,556) (3.9) 5,588 9.9 5,369 9.6
Argentina...................... 2,010 5.0 7,918 14.0 11,161 20.0
----------- ------- ----------- ------- ----------- -------
Total....................... Ch$ 39,857 100.0% Ch$ 56,541 100.0% Ch$ 55,826 100.0%
=========== ======= =========== ======= =========== =======
-56-
The following table sets forth, for the periods indicated, the net sales
and operating income contributed by each of the Company's business segments,
expressed in each case in millions of Chilean pesos and as a percentage of
consolidated net sales or operating income, as the case may be:
Year ended December 31,
-------------------------------------------------------------------------------------
1999 2000 2001
-------------------------- ----------------------- -------------------------
(millions of Ch$)
Net sales:
Soft drinks................... Ch$ 350,667 84.3% Ch$ 400,939 87.5% Ch$ 419,089 87.0%
Other beverages(1)............ 41,162 9.9 36,792 8.0 43,922 9.1
Packaging..................... 24,234 5.8 20,718 4.5 18,916 3.9
Total......................... Ch$ 416,063 0.0% Ch$ 458,449 100.0% Ch$ 481,927 100.0%
=========== ===== =========== ===== =========== =====
Operating income:
Soft drinks................... Ch$ 31,525 .1% Ch$ 50,949 90.1% Ch$ 48,995 87.8%
Other beverages(1)............ 6,349 .9 6,042 10.7 6,444 11.5
Packaging..................... 2,101 5.3 492 0.9 474 0.8
Eliminations and others(2).... (118) (0.3) (942) (1.7) (87) (0.1)
----------- ----- ----------- ----- ----------- -----
Total......................... Ch$ 39,857 100.0% Ch$ 56,541 100.0% Ch$ 55,826 100.0%
=========== ===== =========== ===== =========== =====
- ---------------
(1) Other beverages includes, in Chile, juices and mineral water; in Brazil,
beer, juices and mineral water; and in Argentina, juices and mineral
water
(2) Eliminations represent intercompany sales and unrealized profits.
The following table sets forth, for the periods indicated, certain
information derived from the income statement of the Company:
Year ended December 31,
--------------------------------------------------------------------------------------
1999 2000 2001
------------------------- -------------------------- --------------------------
(millions of Ch$)
Net sales..................... Ch$ 416,063 100.0% Ch$ 458,449 100.0% Ch$ 481,927 100.0%
Cost of sales................. (259,214) (62.3) (277,684) (60.6) (301,614) (62.6)
----------- ------ ----------- ------- ----------- -------
Gross profit.................. 156,849 37.7 180,765 39.4 180,314 37.4
Selling and administrative
expenses................... (116,992) 28.1 (124,224) 27.1 (124,488) 25.8
----------- ------ ----------- ------- ----------- -------
Operating income.............. 39,857 9.6 56,541 12.3 55,826 11.6
Non-operating income (expenses),
net........................ (5,071) (1.2) 22,119 (4.8) (15,527) (3.2)
Income taxes, minority interest
(net)...................... (5,431) (1.3) 1,944 (1.8) (7,232) (1.5)
----------- ------ ----------- ------- ----------- -------
Net income.................... Ch$ 29,355 7.1% Ch$ 32,478 7.1% Ch$ 33,067 6.9%
=========== ====== =========== ======= =========== =======
Results of Operations for the Years Ended December 31, 2000 and 2001
Chile Brazil Argentina Total(1)
------------------------ ------------------------ ----------------------- -------------------------
2000 2001 2000 2001 2000 2001 2000 2001
---- ---- ---- ---- ---- ---- ---- ----
(millions of Ch$)
Revenues:
Net sales........ Ch$193,638 Ch$190,453 Ch$129,512 Ch$140,809 Ch$135,481 Ch$150,715 Ch$458,449 Ch$481,927
Cost sales....... (109,188) (108,148) (81,236) (97,000) (87,441) (96,515) (277,683) (301,614)
Gross profit..... 84,450 82,305 48,276 43,809 48,040 54,200 180,766 180,313
Administrative and
selling expenses (41,415) (43,009) (42,688) (38,440) (40,122) (43,039) (124,225) (124,487)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Operating income. Ch$ 43,035 Ch$ 39,296 Ch$ 5,588 Ch$ 5,369 Ch$ 7,918 Ch$ 11,161 Ch$ 56,541 Ch$ 55,826
========== ========== ========== ========== ========== ========== ========== ==========
- ---------------
(1) The total does not equal the sum of all the franchise territories due to
intercountry eliminations.
-57-
Net Sales
The Company's net sales in 2001 were Ch$ 481,927 million, representing a
5.0% increase compared to 2000. This increase was principally a result of the
additional revenue generated from the NVG business acquired in Brazil in March
2000 and increased net sales in Argentina. The Company's sales volume
increased 9.4% from its 2000 sales volume. Net sales of Coca-Cola Soft Drinks
increased 4.5% during 2001, sales of juices and bottled water increased 23.7%
and sales of Pet packaging decreased 8.7%.
In Chile, net sales were Ch$ 190,453 million in 2001, representing a 1.8%
decrease from 2000. Net sales of Coca-Cola Soft Drinks in Chile in 2001 were
Ch$ 153,201 million, representing a 2.8% decrease compared to 2000. This
decrease was attributable primarily to a 1.3% increase in nominal sales
prices, which was below inflation of 3.1%, which offset the increase in sales
volume of 1.1%. Despite a decline in estimated market share, from 69.2% to
67.6%, the Company was able to increase sales volumes by one million UCs.
Of the one million UCs net increase in sales volume of Coca-Cola Soft
Drinks in 2001, the Company believes that 3.3 million UCs were due to an
increase in sales volume attributable to an overall increase in demand for
soft drinks, which was partially offset by a decrease of 2.3 million UCs that
resulted from a decline in Andina's estimated market share for soft drinks in
the Chilean territory, from 69.2% to 67.6%.
The Company's net sales to third parties of fruit juices and mineral
water in Chile were Ch$33,323 million in 2001, representing an 11.7% increase
compared to 2000. This increase in net sales resulted from a 0.4% increase in
sales volume to 20.5 million UCs, as a result of an 8.1% increase in water
sales volumes, but which was offset by a 4.4% decline in volume of juice
sales, as a result of a decrease in Andina's market share for juices in the
Chilean territory from 44% to 39%.
Net sales of Pet packaging to third parties in Chile were Ch$ 3,930
million in 2001 compared to Ch$ 6,187 million in 2000, while sales of Pet
packaging to affiliates was Ch$ 4,649 million in 2001 compared to Ch$ 10,602
million in 2000. In July of 2001, the Company, through its Chilean packaging
subsidiary, Multipack, entered into a joint venture, with Cristalerias S.A.,
and as of that date Packaging operations in Chile are no longer consolidated
(See "Item 4. Information on the Company--History"), which principally
explains the decrease in net sales of Pet packaging accounted for during 2001.
In Brazil, the Company's net sales in 2001 were Ch$ 140,809 million,
representing an 8.7% increase compared to 2000. This increase is principally a
result of the additional revenues generated from the NVG franchise territories
acquired in March 2000 and from an increase in sales volume for the existing
territories of 1.6%. Net sales of Coca-Cola Soft Drinks in Brazil were
Ch$132,150 million, representing a 7.8% increase compared to 2000. Sales
volume of Coca-Cola Soft Drinks increased 16.7% from 114.5 million UCs in 2000
to 133.6 million UCs in 2001. Of the 19.1 million UCs increase in sales volume
of Coca-Cola Soft Drinks, 17.8 million UCs are attributable to the additional
sales from the acquired NVG territory and 1.3 million UCs are attributable to
sales growth in the existing territories. This latter increase resulted
principally from an estimated increase of 1% in Refrescos' market share for
Coca-Cola Soft Drinks in the existing Brazilian territories. Average sales
prices of soft drinks, expressed in reals, increased 5.3%, which resulted
principally from an improved economic environment in Brazil.
-58-
The Company's beer, juice and mineral water operations in Brazil
generated net sales in 2001 of Ch$ 8,659 million, representing a 24.3%
increase compared to 2000. Beer prices in reals decreased 2.4% in 2001 over
2000. During 2001, Refrescos sold 5.0 million UCs of beer, juice and mineral
water, which represents an increase of 61.2% compared to 2000. Of the 1.9
million UCs increase in volume, 1.3 million UCs are attributable to growth in
water sales as a result of the launching of Bonaqua brand water during 2001,
and 0.4 million UCs are attributable to juice products which were launched
during 2001.
In Argentina, the Company's net sales in 2001 were Ch$ 150,715 million,
representing a 11.2% increase compared to 2000. Net sales of Coca-Cola Soft
Drinks were Ch$ 133,738 million in 2001, representing a 10.8% increase compared
to Ch$ 120,752 million in 2000. This increase is principally explained by a
9.6% increase in soft drink volume sales to 78.9 million UCs, partially offset
by a 7.9% decrease in soft drink prices in Argentine pesos.
Net sales of Pet containers in Argentina were Ch$26,340 million in 2001
and Ch$ 24,644 million in 2000, representing a 6.9% increase compared to 2000.
Volume sales of Pet containers in 2001 was 22.2 million bottles, representing
a decrease of 61.0% and 469.6 million performs, representing an increase of
15.1% compared to sales volume in 2000.
Cost of Sales
Cost of sales were Ch$ 301,614 million in 2001, representing 62.6% of net
sales, compared to Ch$ 277,683 million, or 60.6% of net sales in 2000. The
increase as a percentage of net sales in 2001 was attributable mainly to
higher US dollar linked costs, resulting from currency devaluations in of the
Brazilian reals by 26.8% and the Chilean peso by 16.8% on average.
For the Company's Chilean operations, cost of sales represented 56.8% of
net sales in 2001, compared to 56.4% of net sales in 2000. For the Company's
Brazilian operations, cost of sales represented 68.9% of net sales in 2001,
compared to 62.7 % in 2000. For the Argentine operations, cost of sales
represented 64.0% of net sales in 2001, compared to 64.5% in 2000.
The increase in cost of sales as a percentage of net sales in Chile was
primarily attributable to lower revenues, as a result of weak soft drink
prices, together with higher US dollar linked costs. In Brazil, the increase
in cost of sales as a percentage of net sales was primarily attributable to
increased US dollar linked costs. The decrease in cost of sales as a
percentage of net sales in Argentina was principally attributable to increased
revenues together with the lower cost of certain raw materials.
Gross Profit
Gross profit in 2001 decreased slightly by 0.5% to Ch$ 180,313 million,
or 37.4% of net sales, compared to Ch$ 180,766 million, or 39.4% of net sales,
in 2000. The decrease in gross profit as a percentage of net sales was
attributable principally to lower margins in the Brazilian operation.
Administrative and Selling Expenses
Administrative and selling expenses (SG&A) increased slightly by 0.2% to
Ch$ 124,487 million in 2001 (25.8% of net sales) compared to Ch$ 124,225
million (27.1% of net sales in 2000.) As a percentage of net sales the
Company's Chilean operations had SG&A expenses of 22.6% in 2001, compared to
21.4% in 2000; the Brazilian operations had SG&A expenses of 27.3% in 2001
compared
-59-
to 33.0% in 2000; and the Argentine operations had SG&A expenses of 28.6% in
2001 compared to 29.6 % in 2000.
In Chile, SG&A expenses as a percentage of net sales increased
principally due to increased depreciation and freight costs. In Brazil, SG&A
expenses as a percentage of net sales decreased 10.0%, principally as a result
of the higher net sales, resulting from the additional volumes of the NVG
operation, explained previously, together with a lower proportionate increase
in SG&A expenses associated with these additional volumes. In Argentina,
although SG&A expenses increased 7.3%, SG&A expenses as a percentage of sales
decreased principally due to higher revenues, d.
Operating Income
Operating income decreased 1.3% in 2001 to Ch$ 55,826 million in 2001, or
11.6% of net sales, compared to Ch$ 56,541 million, or 12.3 % of net sales in
2000.
Non-operating Income (Expense), Net
The following table sets forth, for the periods indicated, the items of
non-operating income (expense), net:
Year ended December 31,
--------------------------------------
2000 2001
---------------- ---------------
(millions of Ch$)
Financial income Ch$ 24,891 Ch$ 32,478
Share of income (loss) from affiliated companies (1,320) (1,366)
Other non-operating income 2,682 30,134
Amortization of goodwill (6,301) (10,713)
Financial expenses (20,773) (33,188)
Other non-operating expenses (17,831) (26,153)
Price-level restatement (3,467) (6,718)
-------------- --------------
Non-operating income (expense), net Ch$ (22,119) Ch$ (15,527)
============== ==============
Non-operating income (expense), net was an expense of Ch$15,527 million
in 2001, compared to an expense of Ch$ 22,119 million in 2000 representing a
29.8% change from 2000. The lower non-operating expense in 2001 resulted
principally from increased non-operating income related to the capital
reduction realized in the Argentine operations and which generated a non-cash
extraordinary gain (in accordance with Technical Bulletin No. 64 of the
Chilean Institute of Accounts; the gain generated by the joint-venture of
Multipack and Cristalerias See "Item 4. Information on the
Company--History"); together with lower charges related to the restructuring
that took place in the Brazilian and Argentine operations. This increase was
partially offset by increased goodwill amortization expenses relating to NVG
as well as the complete amortization of the packaging operations, increased
price level restatement charges resulting from the effect of the devaluation
of the Chilean peso over US dollar denominated balance sheet items, and by
increased net financial expense which includes a gain of Ch$3,112 million from
the tender offer effected in July of 2001, but which was lower than the one
time gains recorded on debt repurchases realized the previous year, and thus
net financial expense, excluding one-time items decreased to Ch$1,298 million
from Ch$1,633 million as a result of lower interest on debt restructured
during the year.
-60-
Income Taxes
Income taxes in 2001 increased 285.1% to Ch$7,211 million compared to Ch$
1,872 million in 2000. The Company's effective consolidated tax rate for 2001
was 17.9% compared to 5.4 % in 2000, and is principally explained by the
following analysis. In accordance with Chilean law, Andina and each of its
subsidiaries computes and pays taxes on a separate, unconsolidated basis. The
corporate income tax rate in Chile is 15% of income before taxes, and in
Brazil and Argentina it is 35% and 37%, respectively, of income before taxes.
The increase in the Company's effective consolidated tax rate resulted from
higher taxable earnings as well as tax relating to the Multipack transaction
(See "Item 4. Information on the Company--History") which generated a charge
of Ch$ 2,388 million.
Net Income
Net income in 2001 was Ch$33,067 million, representing a 1.8% increase
compared to 2000.
Results of Operations for the Years Ended December 31, 1999 and 2000
Chile Brazil Argentina Total(1)
------------------------ ------------------------ ----------------------- -------------------------
1999 2000 1999 2000 1999 2000 1999 2000
---- ---- ---- ---- ---- ---- ---- ----
(millions of Ch$)
Revenues:
Net sales........ Ch$195,193 Ch$193,638 Ch$ 76,215 Ch$129,512 Ch$145,052 Ch$135,481 Ch$416,063 Ch$458,449
Cost sales....... (113,462) (109,188) (48,433) (81,236) (97,716) (87,441) (259,214) (277,683)
Gross profit..... 81,731 84,450 27,782 48,276 47,336 48,040 156,849 180,766
Administrative and
selling expenses (42,328) (41,415) (29,338) (42,688) (45,326) (40,122) (116,992) (124,225)
----------- ---------- ----------- ---------- ---------- ---------- ---------- ----------
Operating income. Ch$ 39,403 Ch$ 43,035 Ch$ (1,556) Ch$ 5,588 Ch$ 2,010 Ch$ 7,918 Ch$ 39,857 Ch$ 56,541
========== ========== =========== ========== ========== ========== ========== ==========
- ---------------
(1) The total does not equal the sum of all the franchise territories due to
intercountry eliminations.
Net Sales
The Company's net sales in 2000 were Ch$458,449 million, representing a
10.2% increase compared to 1999. This increase was principally a result of the
additional revenue generated from the NVG business acquired in Brazil in March
2000. The increase in net revenue was partially offset by lower net sales in
Chile and Argentina. The Company's sales volume increased 15.6% from its 1999
sales volume. Net sales of Coca-Cola Soft Drinks increased 14.3% during 2000,
sales of juices and mineral water decreased 20.6% and sales of Pet packaging
decreased 14.5%.
In Chile, net sales were Ch$193,638 million in 2000, representing a 0.8%
decrease from 1999. Net sales of Coca-Cola Soft Drinks in Chile in 2000 were
Ch$157,628 million, representing a 4.5% increase compared to 1999. This
increase was attributable primarily to an increase in sales volume of 4.3% and
a 0.2% increase in real sales prices (nominal price deflated by the consumer
price index in Chile). Of the 4.0 million UCs net increase in sales volume of
Coca-Cola Soft Drinks in 2000, the Company believes that 6.1 million UCs were
due to an increase in sales volume attributable to an overall increase in
demand for soft drinks, which was partially offset by a decrease of 2.1
million UCs that resulted from a slight decline in Andina's estimated market
share for soft drinks in the Chilean territory, from 71.0% to 69.5%.
The Company's net sales to third parties of fruit juices and mineral
water in Chile were Ch$29,824 million in 2000, representing a 20.6% decrease
compared to 1999. This decrease in net sales resulted from a 9.4% decrease in
sales volume to 20.4 million UCs, which was primarily due to a 20.7%
-61-
decline in volume of juice sales, as a result of a decrease in Andina's market
share for juices and mineral water in the Chilean territory from 53% to 44%.
Net sales of Pet packaging to third parties in Chile were Ch$6,187
million in 2000 compared to Ch$6,463 million in 1999, while sales of Pet
packaging to affiliates were Ch$10,602 million in 2000 compared to Ch$10,489
million in 1999. Volume sales of Pet bottles to third parties decreased 15.0%,
with a 7.1% decrease in non-returnable Pet bottles and a 37.8% decrease in
returnable Pet bottles.
In Brazil, the Company's net sales in 2000 were Ch$129,511 million,
representing a 69.9% increase compared to 1999. This increase is principally a
result of the additional revenues generated from the NVG franchise territories
acquired in March 2000 and, to a lesser extent, from an increase in sales
volume for the existing territories of 7.9%. Net sales of Coca-Cola Soft
Drinks in Brazil were Ch$122,559 million, representing a 69.6% increase
compared to 1999. Sales volume of Coca-Cola Soft Drinks increased 55.6% from
73.6 million UCs in 1999 to 114.5 million UCs in 2000. Of the 40.9 million UCs
increase in sales volume of Coca-Cola Soft Drinks, 35.2 million UCs are
attributable to the sales from the acquired NVG territory and 5.7 million UCs
are attributable to sales growth of the existing territories. This latter
increase resulted principally from a 4.1% increase in Refrescos' estimated
market share for Coca-Cola Soft Drinks in the existing Brazilian territories.
Average sales prices of soft drinks, expressed in reals, increased 5.0%, which
resulted principally from an improved economic environment in Brazil.
The Company's beer and mineral water operations in Brazil generated net
sales in 2000 of Ch$6,969 million, representing a 94.0% decrease compared to
1999. Beer prices in reals decreased 7.6% in 2000 over 1999. During 2000,
Refrescos sold 3.1 million UCs of beer and mineral water, which represents an
increase of 103.1% compared to 1999. Of the 1.6 million UCs increase in
volume, 1.4 million UCs are attributable to sales from the acquired NVG
territory, and 0.2 million UCs are attributable to sales growth within the
existing territories.
In Argentina, the Company's net sales in 2000 were Ch$135,482 million,
representing a 6.6% decrease compared to 1999. Net sales of Coca-Cola soft
drinks were Ch$120,752 million in 2000, representing a 5.4% decrease compared
to a Ch$127,589 million in 1999. This decrease is principally explained by a
3.1% decline in soft drink volume sales to 74.2 million UCs and by a 6.3%
decrease in soft drink prices in Argentine pesos.
Net sales of Pet containers in Argentina were Ch$24,644 million in 2000
and Ch$27,348 million in 1999, representing a 9.9% decrease compared to 1999.
Volume sales of Pet containers in 2000 was 56.8 million bottles, representing
a decrease of 55.3% and 408.2 million preforms, representing an increase of
3.7% compared to sales volume in 1999.
Cost of Sales
Cost of sales were Ch$277,683 million in 2000, representing 60.6% of net
sales, compared to Ch$259,214 million, or 62.3% of net sales in 1999. The
decrease as a percentage of net sales in 2000 was attributable mainly to
improved cost efficiencies in the franchise operations.
For the Company's Chilean operations, cost of sales represented 56.4% of
net sales in 2000, compared to 58.1% of net sales in 1999. For the Company's
Brazilian operations, cost of sales
-62-
represented 62.7% of net sales in 2000, compared to 63.5% in 1999. For the
Argentine operations, cost of sales represented 64.5% of net sales in 2000,
compared to 67.4% in 1999.
The decrease in cost of sales as a percentage of net sales in Chile was
primarily attributable to lower depreciation. In Brazil, the decrease in cost
of sales as a percentage of net sales was primarily attributable to increased
volumes and higher selling prices. The decrease in cost of sales as a
percentage of net sales in Argentina was principally attributable to lower
cost of certain raw materials.
Gross Profit
Gross profit in 2000 increased 15.2% to Ch$180,765 million, or 39.4% of
net sales, compared to Ch$156,849 million, or 37.7% of net sales, in 1999. The
improvement in gross profit as a percentage of net sales was attributable
principally to improved results in all three countries.
Administrative and Selling Expenses
Administrative and selling expenses (SG&A) increased 6.2% to Ch$124,224
million in 2000 (27.1% of net sales) compared to Ch$116,991 million (28.1% of
net sales in 1999.) As a percentage of net sales the Company's Chilean
operations had SG&A expenses of 21.4% in 2000, compared to 21.7% in 1999; the
Brazilian operations had SG&A expenses of 33.0% in 2000 compared to 38.5% in
1999; and the Argentine operations had SG&A expenses of 29.6% in 2000 compared
to 31.2% in 1999.
In Chile, SG&A expenses as a percentage of net sales remained fairly
stable. In Brazil, although SG&A expenses increased 45.5%, SG&A expenses as a
percentage of net sales decreased principally as a result of the higher net
sales, resulting from the additional volumes of the NVG operation, explained
previously, together with a lower proportionate increase in SG&A expenses
associated with these additional volumes. In Argentina, SG&A expenses
decreased 11.5% and the decrease in SG&A expenses as a percentage of net sales
is principally attributable to lower labor, maintenance and distribution
costs.
Operating Income
Operating income increased 41.9% in 2000 to Ch$56,541 million in 2000, or
12.3% of net sales, compared to Ch$39,857 million, or 9.6% of net sales in
1999.
Non-operating Income (Expense), Net
The following table sets forth, for the periods indicated, the items of
non-operating income (expense), net:
Year ended December 31,
----------------------------------
1999 2000
------------ ------------
(millions of Ch$)
Financial income Ch$ 14,574 Ch$ 24,891
Share of income (loss) from affiliated companies 360 (1,320)
Other non-operating income 12,175 2,682
Amortization of goodwill (4,516) (6,301)
Financial expenses (18,139) (20,773)
Other non-operating expenses (11,917) (17,831)
Price-level restatement 2,392 (3,467)
--------- ---------
Non-operating income (expense), net Ch$ (5,071) Ch$(22,119)
========= ==========
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Non-operating income (expense), net was an expense of Ch$22,119 million
in 2000, compared to an expense of Ch$5,071 million in 1999. Non-operating
expense in 2000 resulted principally from increased net non-operating expenses
related to restructuring plans realized in the Brazilian and Argentine
operations, together with increased price level restatement charges resulting
from the effect of the devaluation of the Chilean peso over US dollar
denominated balance sheet items. The increase is also due to the amortization
of goodwill due to the NVG purchase.
Income Taxes
Income taxes in 2000 decreased 66.0% to Ch$1,872 million compared to
Ch$5,503 million in 1999. The Company's effective consolidated tax rate for
2000 was 5.4% compared to 15.9% in 1999. In accordance with Chilean law,
Andina and each of its subsidiaries computes and pays taxes on a separate,
unconsolidated basis. The corporate income tax rate in Chile is 15% of income
before taxes, and in Brazil and Argentina it is 35% and 37%, respectively, of
income before taxes. The decrease in the Company's effective consolidated tax
rate resulted from a lower taxable. Pursuant to applicable Chilean law, assets
acquired outside Chile are accounted for at acquisition value in Dollars and
variations in the US Dollar exchange rate affect valuations.
Net Income
Net income in 2000 was Ch$32,478 million, representing a 10.6% increase
compared to 1999.
Impact of Inflation
Under Chilean GAAP, the Company is required to restate non-monetary
assets and liabilities, UF and foreign currency denominated assets and
liabilities, shareholders' equity and income and expense accounts, to reflect
the effect of variations in the purchasing power of the Chilean peso. However,
Chilean peso-denominated monetary assets and liabilities are not restated, so
inflation has the adverse effect of diminishing the purchasing power of a
company's monetary assets, which are not price-level indexed, and has the
positive effect of reducing the real value of monetary liabilities. See Note
1(b) of the Notes to the Consolidated Financial Statements.
Non-monetary assets and liabilities, shareholders' equity and income and
expense accounts are generally restated using the Chilean consumer price index
(CPI), based on the "prior month rule" in which inflation adjustments are
based on the CPI at the end of the month preceding the period end. Monetary
assets and liabilities in UF and foreign currency are restated at period-end
exchange rates and value of UF, respectively.
Price-level restatement can have a significant effect on the Company's
net income. The size of the price-level restatement for any period will
primarily depend on the amount of foreign currency-denominated monetary assets
and liabilities and the effect of inflation and the foreign exchange rate on
such assets and liabilities. Periods of both moderate inflation and
depreciation of the Chilean peso against the U.S. dollar will tend to result
in a modest amount of price-level restatement for the Company. Conversely, the
real appreciation of the Chilean peso generally leads to a high amount of
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price-level restatement. Given the unpredictable nature of the foreign
exchange markets and, to a lesser extent, inflation, there can be no assurance
that price-level restatement will continue to be an insignificant component of
net income or that it will not result in income statement expense in the
future.
During the third quarter of 1998, Technical Bulletin No. 64 was approved
and applied retroactively to January 1, 1998. Such bulletin required a return
to accounting in Dollars for all investments outside Chile. This methodology
has an immaterial effect on results for the period and requires that the
exchange rate difference be recorded in a reserve sub-account of shareholders'
equity.
The following table sets forth, for the periods indicated, variations
among the CPI, UF and U.S. dollar:
Year ended December 31,
-----------------------------------------
1999 2000 2000
-------- -------- --------
CPI variation................... 2.3% 4.7% 3.1%
UF variation.................... 2.6% 4.7% 3.1%
U.S. dollar variation........... 12.2% 8.2% 14.1%
The effects of price-level restatement are summarized below:
Year ended December 31,
1999 2000 2001
------------- -------------- -------------
(millions of Ch$)
Shareholders' equity............ Ch$ (9,650) Ch$ (17,439) Ch$ (10,555)
Liabilities..................... (355) (5,120) (8,385)
Property, plant and equipment... 2,891 4,234 2,737
Other assets.................... 6,403 11,217 7,654
----------- ----------- -----------
Balance sheet adjustments....... (711) (7,108) (8,549)
Income statement adjustments.... (676) (1,348) (948)
Foreign exchange (losses) gains. 3,779 (4,988) 2,780
----------- ----------- -----------
Price-level restatement......... Ch$ 2,392 Ch$ (3,648) Ch$ (6,717)
=========== =========== ===========
Liquidity and Capital Resources
The Company's principal liquidity and capital resource requirements are
used to finance customer accounts receivables, inventories and capital
improvements as well as to implement its strategic and geographic expansion
plans. The Company's primary sources of liquidity have been funds from (i)
operations, (ii) public equity offerings and privately negotiated share
subscriptions, (iii) borrowings from commercial banks, both internationally
and within each of Chile, Brazil and Argentina, and (iv) debt offerings in the
Chilean and foreign capital markets.
At December 31, 2001, total liabilities (excluding minority interest) of
the Company were Ch$317,577 million, representing a 11.2% increase compared to
December 31, 2000. The increase in total liabilities resulted principally from
an US$80 million (Ch$52,383 million) long term credit contracted by the
Argentinian subsidiary Edasa to finance part of a capital reduction. At
December 31, 2001, the Company's long term liabilities included (i) long-term
bank debt (excluding the current portion thereof) of Ch$55,333 million, (ii)
long-term bond debt (excluding the current portion thereof) of Ch$146,988
million, (iii) long-term notes outstanding of Ch$199 million, and (iv) other
long-term accrued liabilities and provisions of Ch$16,342 million, for a total
of Ch$218,863 million of long-term liabilities compared to total long-term
liabilities of Ch$181,643 million at December 31, 2000. The company's short
term liabilities, as of December 31, 2001 included (i) short-term bank debt of
Ch$14,041 million, (ii) current portion of long-term bank liabilities and
bonds of Ch$8,382 million, (iii)
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accounts payable of Ch$32,517 million, (iv) notes payable to related companies
of Ch$12,134 million, and (v) other short-term liabilities, principally
provisions and withholdings, for Ch$31,640 million, for a total of Ch$98,714
million of short-term liabilities compared to total short-term liabilities of
Ch$103,964 million at December 31, 2000.
At December 31, 2001, the Company had Ch$238,998 million in cash and cash
equivalents that includes cash invested in time deposits and other short-term
and long-term investments from the proceeds of the issuance of the Yankee
Bonds and Local Bonds not included as cash equivalents for purposes of Chilean
GAAP. At that date, the Company had approved short-term credit lines in an
amount equivalent to approximately Ch$112,159 million (US$171 million). The
aggregate unused portion of such lines of credit at that date was equivalent
to Ch$102,687 million (US$157 million).
The Company's net cash flow from operations was Ch$89,548 million in
2001, representing a decrease of 6.1% compared to Ch$95,386 million in 2000.
The principal reason for such decrease was a decrease of 1.3 % in operating
income in 2001.
In 2001, the principal uses of cash were investments in fixed assets of
Ch$22,616 million and dividend payments of Ch$58,551. In 2000, the principal
uses of cash were investments in fixed assets of Ch$27,487 million, bonds
payable payments totaling Ch$37,380 million and dividend payments of
Ch$72,632.
In 2001, investments in fixed assets by the Company totaled Ch$22,616
million of which Ch$12,794 million were incurred in the Company's Chilean
operations, Ch$7,942 million in the Company's Brazilian operations and
Ch$1,880 million in the Company's Argentine operations. In 2000, the
investment in fixed assets by the Company totaled Ch$ 27,486 million of which
Ch$ 11,978 was incurred by the Company's Chilean operations, Ch$5,246 million
by the Company's Brazilian operations, and Ch$10,263 by the Company's
Argentine operations.
The Company believes that, to the best of its knowledge, cash flow
generated by operations, cash balances, available lines of credit, including
from suppliers, and borrowings from third parties, are currently sufficient to
meet the Company's working capital, debt service and capital expenditure
requirements.
U.S. GAAP Reconciliation
The principal differences between Chilean GAAP and U.S. GAAP as they
related to the Company are (i) inflation accounting under Chilean GAAP, which
has not been reversed in the reconciliation to U.S. GAAP, (ii) the accounting
treatment of the acquisition of Inti and Cipet by the Company and the
subscription of 24,000,000 shares of Common Stock by The Coca-Cola Company,
(iii) the revaluation and depreciation of certain property, plant and
equipment on the basis of a technical appraisal, (iv) different goodwill
amounts and differences in amortization periods for goodwill, (v) the
treatment of mandatory minimum dividends, (vi) difference in accounting for
investments in related companies and (vii) the accounting for deferred income
taxes. Note 25 of the Notes to the Consolidated Financial Statements provides
a description of the principal differences between Chilean GAAP and U.S. GAAP
as they relate to the Company and a reconciliation to U.S. GAAP of net income
and shareholders' equity.
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Net income after reconciliation to U.S. GAAP was Ch$1,375 million lower
in 1999, Ch$2,507 million higher in 2000 and Ch$22,848 million lower in 2001,
in each case than net income as reported under Chilean GAAP for each
respective year. See Note 25 (n) of the Notes to the Consolidated Financial
Statements. Under Chilean GAAP, shareholders' equity at December 31, 2000, was
Ch$374,085 million, compared to Ch$356,624 million under U.S. GAAP,
representing a difference of 4.7%. Under Chilean GAAP, shareholders' equity at
December 31, 2001 was Ch$372,092 million, compared to Ch$356,624 million under
U.S. GAAP, representing a difference of 4.3%.
Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Management
The Company is managed by its executive officers under the direction of
its Board of Directors (the "Board") which, in accordance with the estatutos
of Andina, must consist of seven regular directors and seven alternate
directors. Each director is assigned a specific alternate director. Directors
need not be shareholders. The entire Board is reelected every three years at
the ordinary shareholders' meeting. Cumulative voting is permitted for the
election of directors. The prior Board, which had authorization from the
shareholders, appointed the current Board. In the event of a vacancy, the
designated replacement director fills the vacancy for the remaining period of
the director's term. If the alternate director is unable or unwilling to
serve, the Board may appoint a replacement to fill the vacancy, and the entire
Board must be elected or re-elected at the next regularly scheduled
shareholders' meeting.
The Board has regularly scheduled meetings at least once a month, and
extraordinary meetings are convened when called by the Chairman or when
requested by one or more directors. The quorum for a Board meeting is
established by the presence of an absolute majority of the members of the
Board without taking alternate members into consideration (unless the
principal member is absent). Resolutions are passed by the affirmative vote of
an absolute majority of those directors present at the meeting, with the
Chairman determining the outcome of any tie vote.
The Board has an executive committee (the "Executive Committee") which
has executive managerial oversight over the day-to-day management and
operations of the Company. The Executive Committee meets on a weekly basis.
The Company's executive officers are appointed by the Board of Directors and
hold office at the discretion of the Board.
By resolution approved at the ordinary shareholders' meeting held April
17, 2001, and in accordance with the requirements of Law No. 19,705, the
Company established a committee of the Board of Directors that is charged with
monitoring the activities of the management more closely than in the past.
This Committee is comprised of directors Jose Antonio Garces, Jaime Said and
Enrique Vicuna, the chairman of the committee, and by their respective
alternates.
In accordance with the law, this committee will have the following
responsibilities:
(i) To examine the findings of external auditors and account inspectors
according to the balance sheets and other financial statements
presented by the administrators or liquidators of the company or
shareholders and to take a position on such findings before they are
presented to shareholders for their approval.
(ii) To make proposals to the board, external auditors, and private risk
consultants which shall be put to the shareholders at the
shareholder's meeting. In case of disagreements with the committee
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the directorship will be able to formulate their own proposal,
submitting both for the consideration of the shareholders.
(iii) To review information regarding operations as referred to by
articles 44 and 89 of law 18,046 (The "Chilean Companies Law") and
to create a report concerning those operations. A copy of the report
shall be mailed to the President of the Directorship, who will
address the report in the session cited for the approval or
rejection of the relevant transaction.
(iv) To examine the system of remuneration and compensation used for the
principal managers and executives;
(v) Any other matter that is required by law, the shareholders, or the
Board of Directors to fulfill these obligations, the Committee met
on July 27, October 29 and December 7 of 2001, where its duties
among others, included the examination of the Company balance sheets
and other financial statements, the analysis of the systems
implemented by internal audit personnel, the revision of the
information provided by the external auditors and, and the diverse
contingencies that have taken place in the different countries where
operates the Company.
The compensation for directors that are members of the committee has been
fixed at 20 UF (Unidades de Fomento) for both ordinary and special sessions
that such directors attend.
The Company's current directors and executive officers are as follows:
Alberto Hurtado F. Chairman
Jose Said S. (1)(5) Vice Chairman
Glenn Jordan Schoenbohm Director
Felipe Larrain Bascunan Director
Jose Antonio Garces S. (2) Director
Jaime Said D. (3)(5) Director
Enrique Vicuna V. + Director
Arturo Majlis A. Alternate Director to Mr. Hurtado F.
Jorge Hurtado G. Alternate Director to Mr. Jordan
Salvador Said S. (1)(3)(4) Alternate Director to Mr. Said S.
Ernesto Bertelsen R. Alternate Director to Mr. Larrain
Jose Antonio Garces S., Jr. (2) Alternate Director to Mr. Garces S., Sr.
Gonzalo Said H. (1)(3)(4) Alternate Director to Mr. Said D.
Mario Diez U. Alternate Director to Mr. Vicuna
Senior Executives
- -----------------
Jaime Garcia Rioseco Chief Executive Officer
Michael Cooper Allan Chief Operating Officer
Andres Olivos B. Chief Financial Officer
Pedro Pellegrini R. Chief Legal & Communications Officer
Osvaldo Garay A. Controller
Gonzalo Vergara D. Chief Packaging Division & Global
Procurement Officer
Raul Ramirez V. Technical Officer
German Garib Information Technology Officer
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Renato Ramirez General Manager of Chilean Soft
Drink Operation
Carlos Lohmann General Manager of Refrescos
Alejandro Feuereisen General Manager of Edasa
- --------------
(1) Jose Said S. is the father of Salvador Said S. and the uncle of Gonzalo
Said H.
(2) Jose Antonio Garces S., Sr. is the father of Jose Antonio Garces S., Jr.
(3) Jaime Said D. is the father of Gonzalo Said H. and the uncle of Salvador
Said S.
(4) Salvador Said S. is the cousin of Gonzalo Said H.
(5) Jaime Said D. is the cousin of Jose Said S.
+ Elected by holders of Series B shares.
Mr. Alberto Hurtado is the Chairman of the Board of Directors of
Embotelladora Andina and he has been a member of the Company since October of
1985. Mr. Hurtado is also a partner and director of Inversiones Freire
Limitada, the investment group that controls Embotelladora Andina. Mr. Hurtado
is also a partner and Chairman of Representaciones Grainco, a firm that deals
with fishmeal and agricultural products. Mr. Hurtado is also a member of the
Board of Directors of Financo, a financial institution.
Mr. Jose Said is the Vice Chairman of the Board of Directors of
Embotelladora Andina. Mr. Said has been associated with the Company since
October of 1985. Mr. Said is also a partner and a director of Inversiones
Freire Limitada, the investment group that controls Embotelladora Andina. Mr.
Said is Chairman of BBVA Banco BHIF of our Board of Directors since 1994. Mr.
Said is Chairman of Parque Arauco and has held this positions since May of
1995. Mr. Said has also been member of the Board of Directors of Envases del
Pacifico since May of 1994. Mr. Said studied law at the Universidad de Chile.
As of November 2000, Mr. Jordan has been and continues to be the
President of the new South Latin America Division, comprised of Argentina,
Bolivia, Chile, Ecuador, Paraguay, Peru and Uruguay. Mr. Jordan has been a
member of the Board of Directors of Embotelladora Andina since April 2001. Mr.
Glenn Jordan joined the Company in March 1978. Mr. Jordan held different
positions within the company throughout Colombia, the United States, Brazil
and Argentina. Mr. Jordan is also on the boards of directors of a number of
other bottling companies, such as Embonor S.A. and Montevideo Refrescos S.A..
Mr. Felipe Larrain Bascunan became an Andina Board member in April of
2001. Mr. Larrain has also made a name for himself as a consultant to, and
board member of, a number of companies throughout Chile, Latin America, the
United States and Europe as well as being an economic advisor to the
governments of Bolivia, Canada, Colombia, Costa Rica, Chile, Ecuador, El
Salvador, Guatemala, Jamaica, Mexico, Nicaragua, Paraguay, Peru, the Dominican
Republic and Venezuela.
Mr. Jose Antonio Garces has been a member of the Board of Directors since
August of 1985. Mr. Garces is also a partner and member of the board of
Directors of Inversiones Freire Limitada, which controls the Company.
Mr. Jaime Said is a member of the Board of Directors of Embotelladora
Andina. Mr. Said has been related to the company since August 1985. Mr. Said
is also a partner and director of Inversiones Freire Limitada, the investment
group that controls Embotelladora Andina.
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Mr. Enrique Vicuna is a member of the Board of Directors of Embotelladora
Andina S.A. and at present is Chairman of Las Rozas Foundation. Mr. Vicuna was
General Manager of Embotelladora Andina S.A. from 1985 to 1990.
Mr. Arturo Majlis is an alternate director of Embotelladora Andina S.A.
Mr. Jorge Hurtado G. joined Embotelladora Andina S.A. in 1969. Mr.
Hurtado became marketing manager before joining the South Andean Division as
country manager for Chile in 1983. Mr. Hurtado became region manager for
Chile, Paraguay and Bolivia in 1987 before moving to the Southwestern European
Division as deputy division manager in 1990. Mr. Hurtado returned to Latin
America as deputy division manager of the Andean Division in 1993. In 1996,
Mr. Hurtado was appointed president and chief operating officer of Coca-Cola
and Hit de Venezuela, a position he held until the Hit business was purchased
by Panamco in 1997. In August 1997, Mr. Hurtado joined the Latin America Group
staff as deputy to the Group President and in January 1998 he was appointed
President of the Andean Division. In May 2000, Mr. Hurtado retired from The
Coca-Cola Company and is now handling his own business.
Mr. Salvador Said is currently serving as an alternate director of
Embotelladora Andina S.A. Mr. Said is director of Edelpa S.A., Parque Arauco
S.A., BBVA Administradora de Fondos Mutuos BHIF S.A. and BHIF Administradora
de Fondos de Inversion S.A. Mr. Said is also GLT of World Economic Forum.
Mr. Ernesto Bertelsen is an alternate director of Embotelladora Andina.
Mr. Bertelsen has been affiliated with the company since 2000. Mr. Bertelsen
has been Chairman of BHIF Asesorias Financieras (1999), BBVA Sociedad de
Leasing Immobiliario BHIF S.A. (1999), and Comandari S.A. (1989-1993). Mr.
Bertelsen has also been the director of BBVA Banco BHIF (2001); Continental
Bank (1986) and Industrias Forestales S.A. (1985-1987).
Mr. Jose Antonio Garces Jr. is General Manager of Inversiones San Andres
Ltda. (Investment Company), alternate director of Embotelladora Andina S.A.,
director of Banvida S.A. and director of Immobiliaria Las Brisas de Chicureo
S.A.
Mr. Gonzalo Said is an alternate director of Embotelladora Andina,
director of BBVA Administradora de Fondos Mutuos BHIF S.A. and BHIF Asesorias
y Servicios Financieros S.A. and executive vice president of several
investment companies.
Mr. Mario Diez serves as a Director in Texaco Chile S.A., San Cristobal
Sheraton S.A., ITT Fluid Technology, Minera Cerro Colorado S.A. and
Embotelladora Andina S.A. He is a partner at the law firm of Cariola, Diez &
Perez Cotapos.
Mr. Jaime Garcia is Chief Executive Officer of Embotelladora Andina. Mr.
Garcia joined the company on 1977 as head of the research-studies department.
In 1978, he was appointed general manager of Embotelladora Talca (today part
of Williamson Balfour). In 1979, Mr. Garcia was appointed general manager of
Embotelladora Concepcion (part of Williamson Balfour). In 1983, he became
financial manager of Embotelladora Andina, a position that he held until 1987,
when he was appointed general manager of ISASA (a subsidiary of Embotelladora
Andina). In 1990, Mr. Garcia was appointed general ganager of Embotelladora
Andina, a position which he held until 1993, when he became the Company's
Chief Executive Officer.
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Mr. Michael Cooper is the Chief Operating Officer of the Company. Mr.
Cooper joined the Company in May 2000. In 1989, Mr. Cooper was the Chief
Executive Officer of Inchape Coca-Cola bottling operations, with businesses in
Chile, Peru and Russia. In 1999, Embonor S.A. bought Inchape Chilean and
Peruvian bottling operations and Mr. Cooper became Chief Executive Officer of
the consolidated entity.
Mr. Andres Olivos is the Chief Financial Officer of Embotelladora Andina.
Mr. Olivos joined the Company on March 1992 and was previously manager of
administration and finance of Editorial Lord Cochran S.A. (a subsidiary of
Donnelley).
Mr. Pedro Pellegrini is the General Counsel of Embotelladora Andina and
has been with the Company since 1995. From 1986 to 1992, Mr. Pellegrini worked
at Carey & Cia., the largest law firm in Chile. From 1992 to 1995, Mr.
Pellegrini served as a Vice-president of Citibank, N.A. and Citicorp-Chile and
was in charge of legal corporate matters. In June 1995, Mr. Pellegrini was
hired by Andina as the Company's General Counsel.
Mr. Osvaldo Garay is the Chief Controlling Officer of Embotelladora
Andina and has been with the Company since 1997. Previous to his tenure at
Embotelladora Andina he held a similar position with Grupo Claro.
Mr. Gonzalo Vergara is the Chief Procurement Officer and the Packaging
Division Corporate Manager for Embotelladora Andina. Mr. Vergara has been with
the Company since August of 1996. Mr. Vergara was previously the Company's
Credit Manager and Manager of Development of Almacenes Paris S.A., for the
company of the same name.
From July 2000 to the present, Mr. Ramirez has held the position of Chief
Technical Officer at the corporate offices of Embotelladora Andina S.A.,
reporting directly to the Chief Operating Officer. Mr. Raul Ramirez held the
position of Assistant Manager of Operations in the Embotelladora Andina S.A.
plant from August 1969 until August 1995. In 1995, Mr. Ramirez was promoted to
Corporate Manager of Engineering, a position that he held until December of
1996. In January of 1997 Mr. Ramirez was transferred to our branch in
Argentina - Cordoba, EDASA, acting as Technical Manager until July 2000.
Mr. German Garib is the Chief Information Officer of Embotelladora Andina
and has been with the Company since 1998. Previous to his tenure at
Embotelladora Andina, he was the Marketing Manager of IBM Chile.
Mr. Renato Ramirez is the General Manager of Embotelladora Andina S.A.
(Soft Drink Operations) of Embotelladora Andina and has been with the Company
since 1979. Mr. Ramirez began working as the head of the Budget and Costs
Department and, in 1980, was appointed Planning Assistant Manager. From
January 1988 to August 1990, he was the Commercial Manager of Embotelladora
Williamson Balfour. From September 1990 to October 1992, Mr. Ramirez served as
Marketing Manager for Telephone Company of Chile. In August of 1993, Mr.
Ramirez returned to Embotelladora Andina as Commercial Manager, a position
that he held until 1997.
Mr. Carlos Lohmann is the President of Rio de Janeiro Refrescos Ltd., a
subsidiary of Embotelladora Andina S.A., and has been with the Company since
August 1997. He began his professional career in 1970 at IBM Brasil and
throughout his approximately 25 year career at IBM, served in different
positions, including Human Resources Manager, Commercial Operations Support
Manager, Branch
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Office Operations Manager, Director of Customer Services in Brazil and in New
York, Director of Customer Financing and General Manager of IBM Leasing. In
1992, he was appointed General Manager of the PC Company, a joint venture
between IBM and Machline Group, in Sao Paulo, and in 1995 he was appointed
General Manager of the PC Company in Florida, U.S.
Mr. Alejandro Feuereisen serves as General Manager of Embotelladora del
Atlantico S.A. From September 1995 to July 1998, Mr. Feuereisen was Commercial
Manager of Embotelladora del Atlantico S.A.. From 1993 to 1995, Mr. Feureisen
was an Sales Manager Embotelladora Andina, from 1981-1992 was an officer at
Citibank, Santiago de Chile.. During the last 3 years Mr. Feuereisen was
Vice-President of the International Financial Institutions Group. From 1977 to
1980, Mr. Feuereisen served as Financial Analyst at Leasing Andino S.A., a
subsidiary of Banco de Chile.
Compensation
Directors and alternate directors are paid an annual fee for attendance
to Board meetings. The total compensation paid to each director or alternate
director during 2001, which was approved by the company's shareholders, was as
follows:
Compensation as Director
or Alternate Director
------------------------
(millions of Ch$)(1)
Alberto Hurtado F.......................... 77.7
Arturo Majlis A............................ 15.5
Enrique Vicuna V........................... 39.8
Ernesto Bertelsen R........................ 15.5
Felipe Larrain B. 29.6
Glenn Jordan S. 29.6
Gonzalo Said H............................. 16.5
Jaime Said D............................... 77.7
Jorge Hurtado G. .......................... 15.5
Jose Antonio Garces S. Sr. ................ 77.7
Jose Antonio Garces S. Jr. ................ 16.2
Jose Said S................................ 77.7
Mario Diez U. ............................. 15.5
Salvador Said S. .......................... 15.5
Timothy J. Haas ........................... 3.1
- ----------------
(1) The amounts paid to each director and director's alternate for attendance
at Board meetings varies in accordance with the position held and the
time period during which such position was held. An extraordinary meeting
of the shareholders of the Company on September 30, 1996 approved an
increase of the number of directors from five to seven members and
appointed directors and alternate directors for the vacant positions.
For the year ended December 31, 2001, the aggregate amount of
compensation paid by the Company to all directors and executive officers was
Ch$2,053 million of which Ch$1,530 million was paid to the Company's executive
officers. The Company does not disclose to its shareholders or otherwise make
available public information as to the compensation of its individual
executive officers.
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The Company does not maintain any pension or retirement programs for its
directors or executive officers. See "--Employees".
Employees
On December 31, 2001, the Company had approximately 4,284 employees,
including 1,451 in Chile, 1,478 in Brazil, and 1,355 in Argentina, of which
225, 105, 132, respectively, were temporary employees. During the South
American summer, it is customary for the Company to increase the number of
employees in order to meet peak demand. On December 31, 2001, approximately
30.5%, 5.5% and 66% of the Company's employees in Chile, Brazil and Argentina,
respectively, were members of unions. Management believes that the Company
generally has good relations with its employees.
Pursuant to the collective bargaining agreement in Chile, employees
dismissed without cause are entitled to severance pay equal to one month's
salary for every year of employment. The Company has made the required
provisions for labor-related expenses according to approved accounting
regulations. The Company contributes to a national health insurance system of
government and privately operated facilities and does not contribute to
pension funds because employees are subject to mandatory contributions to such
funds or, for certain older employees, government-sponsored pension funds.
A collective bargaining agreement was executed in Chile in 1999, with a
workers' union representing 244 employees who are pre-sellers and supermarket
sales representatives. Other than a four-day strike in June 1997, Andina has
not experienced work stoppages in the past 20 years. The Company signed a new
collective bargaining agreement with Union No. 3 (which principally represents
sales personnel) in 2001.
In Brazil, collective bargaining agreements are negotiated on an
industry-wide basis, though individual companies can negotiate special terms
for their affiliates that apply to all other employees in each state where
companies have a plant. Collective bargaining agreements are generally binding
for one year. With respect to Rio de Janeiro Refrescos Ltda, there are five
collective bargaining agreements currently in force, i.e.: 1) two agreements
for employees in the State of Rio de Janeiro: a) one agreement with the
Drinking Industry Employees' Union from October 1, 2001 to September 30, 2002;
b) one with the Salesmen Union from October 1, 2001 to September 30, 2002; 2)
two agreements for employees in the State of Minas Gerais: a) one with the
Salesmen Union from December 1, 2001 to November 30, 2002; b) one with the
Foodstuff Industry Employees' Union from July 1, 2001 to June 30, 2002; and 3)
one agreement for employees in the State of Espirito Santo with the Haulers'
Union from May 1, 2001 to April 30, 2002. Such agreements do not require the
Company to increase wages on a collective basis. Only selected increases were
granted, mainly in the manufacturing area. The Company provides benefits to
its employees according to relevant legislation and to the collective
bargaining agreements. Refrescos experienced its most recent work stoppages in
January and in October 1990, for eight days in each case.
In Argentina, 66% of Edasa's employees are represented by local workers'
unions associated with a national federation of unions since they are included
in collective bargaining agreements. The Chamber of Non-Alcoholic Bottling
Companies (the "Chamber") and the Federation of Unions of Non-Alcoholic
Bottlers are parties to collective bargaining agreements that expired in April
1997 but which continue in effect until renegotiated.
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Argentine law requires severance payments upon dismissal without cause,
calculated on the basis of one-month pay for each year of employment or a
fraction thereof longer than three months. Employees hired after October 2,
1998, have a different severance payment system based on 1/12 of their monthly
salary per month of service. Both severance payments are subject to maximum
and minimum amounts. In 1999 the Company completed a new plant in Cordoba with
the latest technological advances. Consolidated operations in the new plant
resulted in greater than normal labor turnover. The reorganization resulted in
extraordinary one-time labor costs. On January 6, 2001, the Argentine
government, as a result of the Argentine economic emergency, declared Law
25,561 which is designed to seriously limit dismissals of employees by
employers for 180 days. Employers, however, may still dismiss their employees
if they are willing to pay employees double.
At December 31, 2001 Edasa had no pension fund liabilities. Employees
contribute, on the basis of automatic withholding, to either the privately
administered retirement funds or to the government social security system.
Most of the health system in the Argentine territory is run by the unions
through contributions from union and non-union employees. Although the Company
is a party to numerous individual claims submitted by former employees, the
number and nature of such claims are, individually, of no material effect to
the Company's financial condition.
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
The following table sets forth certain information concerning beneficial
ownership of the Company's capital stock at December 31, 2001, with respect to
the principal shareholders known to the Company who maintain at least a 5%
beneficial ownership in the Company's shares and with respect to all directors
and executive officers of the Company as a group:
% of Series A % of Series B
Shareholder Series A Shares Series B Shares(1)
- ----------- -------------- ---------------- -------------- --------------
Inversiones Freire as a group.......................... 200,006,603 52.61% 173,570,972 45.66%
The Bank of New York(2)................................ 64,853,022 17.06 82,947,144 21.82
The Coca-Cola Company, directly
or through subsidiaries ............................. 41,962,864 11.04 41,962,864 11.04
AFPs as a group........................................ 36,169,715 9.51 16,250,745 4.27
Principal foreign mutual funds as a group.............. 19,675,904 5.18 17,342,019 4.56
- ---------------
(1) The ownership percentages listed above reflect the voting and economic
interests of Andina's shareholders.
(2) Acting as depositary for the ADRs.
Freire holds a controlling interest in the Company. Freire is
beneficially owned in equal interests by Messrs. Jaime Said D., Alberto
Hurtado F., Jose Said S. and Jose Antonio Garces S., Sr., each of whom is also
a director of the Company. Accordingly, each Freire partner may be deemed the
beneficial owner of all of the interests in shares owned by Freire. Pursuant
to an agreement among partners, dated May 29, 1992, which shall remain in
effect for so long as Freire is in existence, each partner in Freire shall
not, except as set forth below, dispose of his pro-rata portion of the shares
of stock of the Company. Any interest held by a partner in excess of such
pro-rata portion may be disposed of freely. With regard to any sales of shares
that would cause such partner's holding to fall below his pro-rata portion,
the selling partner must grant to the other partners a right of first refusal
with respect to all interests of which he wishes to dispose. The four Freire
partners also have agreed to rotate the position
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of Chairman of the Board among themselves annually with Mr. Alberto Hurtado F,
as the current chairman.
At an extraordinary shareholders' meeting held on September 30, 1996, the
shareholders of the Company approved the Reclassification whereby each
outstanding share of Common Stock was replaced by one newly issued Series A
Share and one Series B Share. Series A Shares have full voting power and are
entitled to elect six of seven regular and alternate directors. Series B
Shares have no voting power but for the power to elect one regular and one
alternate director, and are entitled to a preferred dividend equal to 10% more
than any dividends for Series A Shares. The Reclassification was consummated
on April 27, 1997. See "Item 4. Information on the Company--History".
In connection with The Coca-Cola Company's investment in Andina, the
Coca-Cola shareholders and Freire entered into a Shareholders' Agreement dated
September 2, 1996 (the "Shareholders' Agreement"), providing for certain
restrictions on the transfer of shares of Andina capital stock by the
Coca-Cola Shareholders and Freire. Specifically, Freire is restricted from
transferring its Series A Shares without the prior authorization of The
Coca-Cola Company. The Shareholders' Agreement also provides for certain
corporate governance and other matters, including the right of the Coca-Cola
shareholders collectively to elect one regular and one alternate member of the
Board of Directors of the Company so long as The Coca-Cola Company and its
subsidiaries collectively own an aggregate of at least 4% of the Series A
Shares and, if such ownership falls below 4%, The Coca-Cola Company and its
subsidiaries fail to increase its ownership to at least 4% within the
succeeding twelve months. In addition, in related agreements, Freire granted
the Coca-Cola shareholders an option, exercisable upon the occurrence of
certain changes in the beneficial ownership of Freire, to acquire, all but not
part, of the Series A Shares of the Company held by Freire at a price and in
accordance with procedures established in such agreements.
Related Party Transactions
In the ordinary course of our business, we engage in a variety of
transactions with certain of our affiliates and related parties. Financial
information concerning these transactions is set forth in Note 10 to our
Consolidated Financial Statements. Article 89 of the Ley de Sociedades
Anonimas (the "Chilean Companies Law") requires that our transactions with
related parties be on a market basis or on similar terms to those customarily
prevailing in the market. We are required under Article 89, to compare the
terms of any such transaction to those prevailing in the market at the date
the transaction is to be entered into. Directors of companies that violate
Article 89 are liable for losses resulting from such violation. In addition,
Article 44 of the Ley de Sociedades Anonimas, provides that any transaction in
which a director has a personal interest or is acting on behalf of a
third-party, must be previously approved by the board of directors, which will
do so only when it has been informed of such director's interest and the terms
of such transaction are similar to those prevailing in the market. According
to an amendment introduced to the Chilean Companies Law in December 2000, if
the proposed transaction involves amounts considered material, the board must
previously declare that such transaction is consistent with equity conditions
similar to those prevailing in the market. If it is not possible to reach such
a judgment, the board may appoint two independent evaluators. The evaluator's
final conclusions must be brought to the shareholder's and director's
attention for a period of 20 business days, during which shareholders
representing 5% or more of the issued voting shares may request the board to
call a shareholder's meeting to solve the matter by a majority of two thirds
of the issued voting shares. For the purposes of this regulation, the Chilean
companies Law provides that the amount of a proposed transaction will be
material when it exceeds 1% of the company's paid in capital and reserves,
provided that it also exceeds
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2,000 Unidades de Fomento, and in any event, when it exceeds 20,000 Unidades
de Fomento, and even if they are reviewed, there can be no assurance the
Agreements will be renewed on the existing terms.
All resolutions approving such transactions must be reported to the
company's shareholders at the next annual shareholder's meeting. Violation of
Article 44 may result in administrative or criminal sanctions and civil
liability to shareholders or third parties who suffer losses as a result of
such violation.
The violation of article 44 of law 18, 046, will not affect the validity
of the transaction, but will grant the business entity, the shareholders or
interested third parties, the right to be indemnified for damages, and to
force the director to make reparations to the business entity, an amount
equivalent to the benefits that would have been derived for the business
entity, absent such negotiations by such director, his relatives, or his
representatives, without prejudice of other administrative or criminal
sanctions.
The Company believes, to the best of its knowledge, that it has complied,
in all material respects with Article 89 and Article 44 in all transactions
with related parties. There can be no assurance, however, that the
aforementioned regulations will not be modified in the future.
Bottler Agreements
In the course of our business, we have entered into agreements with The
Coca-Cola Company. Bottler Agreements (as defined hereunder) are international
standard contracts of The Coca-Cola Company entered into with bottlers outside
the United States for the sale of concentrates and beverage basis for certain
Coca-Cola soft drinks. The Company is party to the following bottler
agreements: (i) in the Chilean territory, a bottler agreement entered into
between Andina and The Coca-Cola Company dated December 31, 1997 (the "Chilean
Bottler Agreement"), which is due to expire on December 31, 2002; (ii) in the
Brazilian territory, a bottler agreement between Refrescos and C-C Brazil,
with The Coca-Cola Company as an intervening party, dated April 3, 1998
(collectively, the "Brazilian Bottler Agreements"), which has a term of five
years; and (iii) in the Argentine territory, bottler agreements, between Inti
and The Coca-Cola Company (the "Argentine Bottler Agreements"), dated December
10, 2001 but was extended for a period of five years.. (the Chilean Bottler
Agreement, the Brazilian Bottler Agreements, and the Argentine Bottler
Agreements, collectively, the "Bottler Agreements"). Bottler Agreements are
renewable upon request by the bottler at the sole discretion of The Coca-Cola
Company. No assurances can be given that the Bottler Agreements will be
renewed upon their expiration, and even if they are reviewed, there can be no
assurance the agreements will be reviewed on the existing terms.
The Bottler Agreements provide that the Company will purchase its entire
requirement of concentrates and beverage basis for Coca-Cola Soft Drinks from
The Coca-Cola Company and other authorized suppliers. Although under the
Bottler Agreements The Coca-Cola Company, in its sole discretion, may set the
price of concentrates and beverage basis (among other terms) the Company, in
turn, sets the price of products sold to retailers at its discretion, subject
only to certain price restraints.
The Company is the sole producer of Coca-Cola Soft Drinks in its
franchise territories. Although this right is not exclusive, The Coca-Cola
Company has never authorized any other entity to produce or distribute
Coca-Cola Soft Drinks in such territories, and the Company expects that it
will not do so in the future, although the Company can give no assurance to
that effect. The Company has no exclusive right to distribute post-mix
beverages.
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The Bottler Agreements include an acknowledgment by the Company that The
Coca-Cola Company is the sole owner of the trademarks that identify the
Coca-Cola Soft Drinks and of the secret formulae used in concentrates.
All distribution must be in authorized containers. The Coca-Cola Company
has the right to approve, at its sole discretion, any and all kinds of
packages and containers for beverages, including their size, shape and any of
their attributes. The Coca-Cola Company has the authority at its sole
discretion to redesign or discontinue any package of any of the Coca-Cola Soft
Drinks, subject to certain limitations, so long as Coca-Cola Soft Drinks are
not all discontinued. The Company is prohibited from producing or handling any
other beverage products, other than those of The Coca-Cola Company, or other
products or packages that would imitate, infringe or cause confusion with the
products, trade dress, containers or trademarks of The Coca-Cola Company, or
from acquiring or holding an interest in a party that engages in such
activities. The Bottler Agreements also impose restrictions concerning the use
of certain trademarks, authorized containers, packaging and labeling of The
Coca-Cola Company and prohibit bottlers from distributing Coca-Cola Soft
Drinks outside their designated territories.
The Bottler Agreements require the Company to maintain adequate
production and distribution facilities; inventories of bottles, caps, boxes,
cartons and other exterior packaging or materials; to undertake adequate
quality control measures prescribed by The Coca-Cola Company; to develop,
stimulate, and fully satisfy the demand for Coca-Cola Soft Drinks and to use
all approved means, and spend such funds on advertising and other forms of
marketing, as may be reasonably required to meet that objective; and to
maintain such sound financial capacity as may be reasonably necessary to
assure performance by the Company and its affiliates of their obligations to
The Coca-Cola Company. All Bottler Agreements require the Company annually to
submit its business plans for such franchise territories to The Coca-Cola
Company, including without limitation, marketing, management, promotional and
advertising plans for the ensuing year.
The Coca-Cola Company has no obligation to contribute to the Company's
expenditures derived from advertising and marketing, but it may, at its
discretion, contribute to such expenditures and undertake independent
advertising and marketing activities, as well as cooperative advertising and
sales promotion that would require the cooperation and support of the Company.
In each of the franchise territories, The Coca-Cola Company has been
contributing approximately 50% of advertising and marketing expenses, but no
assurances can be given that equivalent contributions will be made in the
future.
Each bottler is prohibited from, directly or indirectly, assigning,
transferring or pledging its Bottler Agreement, or any interest therein,
whether voluntarily, involuntarily or by operation of law, without the consent
of The Coca-Cola Company, and each Bottler Agreement is subject to termination
by The Coca-Cola Company in the event of default by the Company. Moreover, the
bottler may not undergo a material change of ownership or control without the
consent of The Coca-Cola Company.
The Coca-Cola Company may terminate a Bottler Agreement immediately, by
written notice to the bottler, in the event that, inter-alia, (i) the bottler
suspends payments to creditors, declares bankruptcy, is declared bankrupt, is
expropriated or nationalized, is liquidated, dissolved, changes its legal
structure, or pledges or mortgages its assets; (ii) the bottler does not
comply with instructions and standards established by The Coca-Cola Company
relating to the production of its authorized soft drink products; (iii) the
bottler ceases to be controlled by its controlling shareholders; or (iv) the
terms of the Bottler Agreement come to violate applicable law.
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Either party to any Bottler Agreement may, with 60 days' notice thereof
to the other party, terminate the Bottler Agreement in the event of
non-compliance of such other party with the terms thereof so long as the party
in non-compliance has not remedied such non-compliance during such period. In
addition, if a bottler does not wish to pay the required price for concentrate
for any Coca-Cola Soft Drink, it must notify The Coca-Cola Company within 30
days of receipt of The Coca-Cola Company's new prices. In the case of any
Coca-Cola Soft Drink other than Coca-Cola concentrate, the franchise regarding
such product shall be deemed automatically canceled three months after The
Coca-Cola Company's receipt of the bottler's notice of refusal. In the case of
Coca-Cola concentrate, the Bottler Agreements shall be deemed terminated three
months after The Coca-Cola Company's receipt of the bottler's notice of
refusal. The Coca-Cola Company may also terminate the Bottler Agreements if
the bottler or any individual or legal entity that controls, owns a majority
share in or directly or indirectly influences the management of the bottler,
engages in the production of any non-Coca-Cola beverage, whether through
direct ownership of such operations or through control or administration
thereof, provided that, upon request, the bottler shall be given six months to
remedy such situation.
PET Contracts
Multipack produces returnable Pet bottles pursuant to agreements with The
Coca-Cola Company (the "PET Contracts"), which transfer The Coca-Cola
Company's license to manufacture such bottles using non-proprietary technology
provided by Continental Pet Technologies Inc. ("Continental"). Multipack
leased molds from The Coca-Cola Company for returnable Pet bottles in the
distinctive bottle shapes used for Coca-Cola Soft Drinks. In May 1995,
Multipack obtained the license from Continental to produce non-returnable Pet
bottles with a high content of recycled material using "multilayer" technology
developed by Continental.
The Pet Contracts expire in July 2007 and are automatically renewable for
two additional years at the option of Multipack. The Coca-Cola Company may
terminate the Pet Contracts prior to that date if (i) Multipack is unable to
produce bottles meeting contract specifications, (ii) Multipack breaches
contract obligations, or (iii) Pet bottle production has an adverse impact on
The Coca-Cola Company's trademarks, trade dress or reputation, or exposes The
Coca-Cola Company to a material risk of liability. There can be no assurance
that the Pet Contracts will be renewed after the two-year renewal (if
exercised by Multipack) expires.
Cristalerias. Joint Venture. Through their respective subsidiaries
Envases Multipack S.A. and Crowpla Reicolite S.A., the Company and
Cristalerias de Chile S.A. signed a letter of intent on May 29, 2001 for the
future development of the Pet plastic bottle business. On June 29, 2001, the
Company and Cristalerias de Chile S.A. created a 50/50 joint venture to
strengthened their plastic packaging business through the formation of Envases
CMF S.A. In order to accomplish this joint venture, Crowpla-Recolite purchased
assets from Multipack necessary to further the joint venture. Andina maintains
a 50% interest in the joint venture while Crowpla-Recolite retains the
remaining 50% interest.
Item 8. FINANCIAL INFORMATION
See "Item 18 "Financial Statements" for the Consolidated Financial
Statements of the Company filed as part of this annual report.
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Legal Proceedings
The Company is a party to certain legal proceedings arising in the normal
course of its business, none of which individually or in the aggregate, is
material to its financial condition, with the exception of the tax-related
legal proceeding described below, relating to the Company's Brazilian
operations.
When the Company acquired Refrescos, in 1994, there were several
significant legal proceedings pending in Brazilian courts, principally
relating to certain potential tax liabilities. Under the terms of the
Refrescos acquisition, Confab Industrial S.A. ("Confab"), one of Refrescos'
prior owners, agreed to indemnify the Company for the portion of such pending
tax claims that occurred prior to the Refrescos acquisition. Confab's
indemnities are secured by a US$30 million mortgage over certain property,
plant and equipment owned by Confab and letters of credit in an aggregate
amount of up to US$20.0 million. In May 2001, the aggregate sum of these
letters of credit amounted to approximately US$1.2 million. The amount
involved in these letters of credit was reduced because some of the tax and
labor liabilities were extinguished. In the event of an unfavorable result in
any of these claims, Refrescos could be responsible for payment of any tax
liability and would have to separately seek reimbursement from Confab. In each
matter covered by the Confab indemnities, Confab is responsible for
prosecuting the defense of the claim and controls the litigation strategy. The
amount of the letter(s) of credit to be provided annually by Confab is revised
at the time of each renewal and will cover new liabilities up to a total
amount US$20.0 million.
Refrescos is involved in numerous pre-acquisition labor, tax and contract
claims which relate primarily to overtime pay and the timing of wage
adjustments mandated by changes in government wage policy, the amount of which
claims, taken in the aggregate, is not material to the Company's results, and
a substantial portion of which should be covered by the Confab indemnities.
In the second quarter of 2000, ten new tax assessment notices were
brought against Refrescos as a result of an investigation carried out by state
tax authorities with respect to the imposto sobre circulacao mercadoria de
servicos (the "ICMS" tax), a Brazilian tax assessed to distributors of goods
and services. The total aggregate assessed amount is US$230.5 million, of
which US$33.5 million relates to seven assessment notices in connection with
the assignment of tax credits between the Company's subsidiaries, the prices
to be considered for ICMS purposes in such assignments, and compliance with
certain tax benefits given to the Company in the past. The Company has
appealed all such assessments.
Of the US$230.5 million referred to above, the most relevant ICMS tax
assessments are three assessments that aggregate US$197.0 million, all of
which relate to the ICMS tax payment procedure called "tax substitution
regime". Through this regime, the Company is responsible not only for the
payment of any ICMS tax arising from its sales to retailers and distributors
but also for the ICMS tax due by retailers and distributors on their direct
sales to consumers. The controversy refers to the tax basis considered by the
Company in the calculation of the ICMS under said regime. The Company based
the tax due on its calculated 70% profit margin which represents the margin
applicable to sales made through distributors while the authorities allege
that the Company should have based its tax due on a profit margin of 140%. The
Company believes it has a reliable basis to utilize the lower 70% margin since
it executes direct sales to retailers and thereby acts as a distributor,
incurring distribution costs which the Company believes entitles it to the
same 70% treatment applicable to distributors. The Company's defense is based
upon strong legal arguments questioning the legal validity of attributing a
140% profit margin. In addition, utilization of the 70% profit margin as a
basis for the ICMS tax
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assessment is under negotiation with the Brazilian tax authorities and a
formal review request was filed with the Brazilian tax authorities by the
Brazilian Bottling Industry Association. A favorable decision would indicate
recognition of the right to use the 70% margin challenged by the authorities
in the assessments.
In October 2000, the Office of the Attorney General of the State of Rio
de Janeiro, which is the main body of the legal system of the State of Rio de
Janeiro and which controls and supervises the other bodies which comprise such
system, ensuring the legal defense of the State's interests, issued an opinion
favorable to the Brazilian Bottling Industry Association, according to which,
the State of Rio de Janeiro's desire to apply a 140% profit margin to such
operations was rejected. Such opinion from the Office of the State Attorney
General will be submitted to the Governor so that he can determine the
cancellation of all tax contingencies in connection with this tax increase.
Concerning the acquisition by Refrescos of the Perma franchises in March
2000, there are several significant legal proceedings pending in Brazilian
courts, principally relating to certain potential tax liabilities. Under the
terms of the Perma acquisition, Russel W. Coffin and Corrine Coffin
("Coffin"), two of Permas' prior ultimate owners, agreed to indemnify
Refrescos for the portion of such pending tax claims that occurred prior to
the Perma acquisition. Coffin's indemnities are secured by three bank letters
of credit, currently in an aggregate amount of approximately US$ 59.0 million.
In May 2001, the aggregate sum of these letters of credit was approximately
US$42.2 million. In the event of an unfavorable result in any of these claims,
Refrescos would be responsible for payment of any tax liabilities and would
have to separately seek reimbursement from Coffin. In each claim covered by
the Coffin indemnities, Coffin is responsible for prosecuting the defense of
the claim and controls the litigation strategy. We cannot guarantee that we
will obtain favorable outcomes in any of the above-mentioned proceedings, or
that adverse outcomes will not have a material impact on our company's results
or operations.
As a result of an employee reorganization in the Company's plant located
in the province of Cordoba, Argentina, during the first half of 1999, Edasa
was sued by some former employees who requested the courts to declare the
Labor Risk Law ("LRK") unconstitutional, in order to claim damages for alleged
work related illnesses.
There are reasonable arguments such that the probability of the Argentine
Supreme Court declaring such law unconstitutional is unlikely. Among other
reasons, a closed compensation system for work related illnesses and injuries
does not imply per se that it is unconstitutional.
On the other hand, the fact that employer's liability is exclusively
limited to those cases in which it has engaged in fraud against the employees,
is not detrimental to employees' rights to the extent that LRK benefits are
granted automatically.
Item 9. THE OFFER AND LISTING
Shares of the Company's Common Stock have traded in the United States on
the New York Stock Exchange ("NYSE") since July 14, 1994 in the form of
American Depositary Shares ("ADSs"), each representing six shares of Common
Stock, with the ADSs in turn evidenced by American Depositary Receipts
("ADRs"). The Depositary for the ADSs is The Bank of New York.
The table below shows the high and low daily closing prices of the Common
Stock in Chilean pesos and the trading volume of the Common Stock on the
Santiago Stock Exchange for the periods
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indicated. It also shows the high and low daily closing prices of the ADSs or,
for periods prior to the issuance of the ADSs, the prices expressed in dollars
per six shares of Common Stock in U.S. dollars and the volume traded in the
New York Stock Exchange.
Share Prices' Santiago and New York Stock Exchanges
Share Volume
(in thousands) Ch$ per Share
------------------------------- -----------------------------------------------------------
Common Series A Series B
Stock Common Stock Series A Series B
------ -------- --------- ---------------- ---------------- ----------------
High Low High Low High Low
----- ----- ----- ----- ----- -----
1996..................... 62,106 2,540 2,010
1997..................... 12,521 2,560 2,070
1997..................... 17,466 11,436 1,810 1,315 1,640 1,300
1998..................... 23,016 26,165 1,720 788 1,535 700
1999..................... 14,524 17,025 1,740 1,000 1,320 900
2000
1st Quarter........... 3,825 1,820 1,620 1,045 1,360 1,000
2nd Quarter........... 10,135 7,269 1,222 1,000 980 800
3rd Quarter........... 5,068 8,533 1,262 995 1,055 850
4th Quarter........... 4,291 8,949 1,247 1,012 980 870
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Ch$ per Share
Share Volume ------------------------------------------------------
(in thousands) Series A Series B
------------------------ ------------------------- ---------------------
Series A Series B High Low High Low
-------- -------- ---- ----- ---- ----
2001
1st Quarter 2,113 10,349 1,500 1,145 1,200 920
2nd Quarter 5,570 12,647 1,650 1,269 1,220 970
3rd Quarter 4,057 5,775 1,570 1,232 1,200 950
4th Quarter 4,150 27,458 1,225 980 980 850
Ch$ per Share
Share Volume ----------------------------------------------------
(in thousands) Series A Series B
------------------------- --------------------- -------------------
2002 Series A Series B High Low High Low
-------- -------- ---- --- ---- ---
Month
January.................. 1,094 2,313 1,100 950 900 735
February................. 4,282 3,159 950 863 764 677
March.................... 1,835 5,255 970 890 785 720
April.................... 1,974 3,130 940 880 780 712
May...................... 1,647 4,811 919 800 715 670
ADS Volume
(in thousands) US$ per ADS
----------------------------- ------------------------------------------------------------
Common Stock Series A Series B
Common ----------------- ---------------- ----------------
Stock Series A Series B High Low High Low High Low
----- -------- -------- ---- --- ---- --- ---- ---
1996..................... 39,020 38.00 29.38
1997..................... 19,667 38.25 30.25
1997..................... 47,905 31,283 27.13 19.38 25.00 19.00
1998..................... 40,656 44,746 20.75 12.56 16.75 10.43
1999...................... 40,656 44,746 20.75 12.56 16.75 10.43
2000
1st Quarter............ 12,229 7,409 19.50 12.63 16.00 11.69
2nd Quarter............ 38,188 37,634 14.06 11.50 11.50 9.13
3rd Quarter............ 33,933 43,802 13.63 10.94 11.81 9.38
4th Quarter............ 10,528 11,681 12.56 10.50 10.56 9.00
ADS Volume US$ per ADS
(converted to Common Stock ----------------------------------------------------------
in thousands) Series A Series B
-------------------------- ----------------------- -------------------------
Series A Series B High Low High Low
-------- -------- ---- --- ---- -----
2001
1st Quarter.............. 10,999 14,735 16.100 11.875 12.875 9.500
2nd Quarter.............. 12,671 12,830 16.500 12.750 12.200 9.650
3rd Quarter.............. 11,368 8,009 14.700 10.290 11.300 8.250
4th Quarter.............. 16,125 15,045 10.600 8.190 8.700 7.100
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US$ per ADS
ADS Volume --------------------------------------------------------
(converted to Common Stock in
thousands) Series A Series B
----------------------------- --------------------- -----------------------
2002 Series A Series B High Low High Low
- ---- -------- -------- ---- --- ---- ---
Month
January................... 2,870 2,639 9.900 8.300 8.250 6.670
February.................. 3,875 3,859 8.430 7.450 6.610 5.960
March..................... 2,069 8,977 8.780 8.000 7.000 6.450
April..................... 3,778 6,220 8.730 7.920 7.110 6.500
May....................... 8.400 7.150 6.530 6.060
- ---------------
Sources: Santiago Stock Exchange Official Quotations Bulletin and New York Stock Exchange.
On December 31, 2001, the closing price for the Series A Shares on the
Santiago Stock Exchange was Ch$1,085 per share (US$9.75 per Series A ADR), and
for the Series B Shares, it was Ch$888 (US$7.90 per Series B ADR). At December
31, 2001, there were 10,808,837 Series A ADSs (equivalent to 64,853,022 Series
A Shares) and 13,824,524 Series B ADSs (equivalent to 82,947,144 Series B
Shares). Such ADSs represented at such date 19.4% of the total number of the
Company's issued and outstanding shares. On April 7, 1997, the Company
completed the Reclassification of its Common Stock into Series A and Series B
Shares. See "Item 4"Information on the Company--History". Information on the
Company--History--Reclassification of Capital Stock". At that date, the
Company amended the existing depositary agreement with Citibank relating to
the ADR program for the Common Stock so as to cover the Series A Shares and
entered into a new depositary agreement with Citibank regarding the Series B
Shares. Thus, as of April 7, 1997, Andina has registered with the Securities
and Exchange Commission and listed on the New York Stock Exchange, (i) the
Series A Shares in the form of Series A American Depositary Shares (the
"Series A ADSs"), each representing six Series A Shares, with the Series A
ADSs in turn evidenced by Series A American Depositary Receipts ("Series A
ADRs") and (ii) the Series B Shares in the form of Series B American
Depositary Shares (the "Series B ADSs"), each representing six Series B
Shares, with the Series B ADSs in turn evidenced by Series B American
Depositary Receipts ("Series B ADRs").
The Bolsa de Comercio de Santiago (the "Santiago Stock Exchange"),
established in 1893, is the principal equities exchange in Chile. The Chilean
securities markets are substantially smaller, less liquid, and more volatile
than major securities markets in the United States. The Santiago Stock
Exchange had a market capitalization of approximately US$56,734 million as of
December 31, 2001 and an average monthly trading volume of US$346 million in
2001. Trading activity on the Santiago Stock Exchange is on average
substantially less than that on the principal national securities exchanges in
the United States. The Company estimates that for the year ended December 31,
2001, its shares were traded on the Santiago Stock Exchange on an average of
approximately 87.04% and 91.50% of such trading days, for Series A and Series
B shares respectively.
The Chilean Stock Market: History and Description
The Santiago Stock Exchange was established in 1893 and is a private
company whose equity consists of 48 shares held by 47 shareholders. As of
December 2001, 249 securities were listed on the Santiago Stock Exchange. The
Santiago Stock Exchange is Chile's principal stock exchange and accounts for
approximately 71.5% of all amounts traded in Chile. Approximately 27% of
equity trading is conducted on the Chilean Electronic Stock Exchange, an
electronic trading market which was created
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by banks and non-member brokerage houses. The remaining 1.5% of equity is
traded on the Valparaiso Stock Exchange.
Equity, closed-end funds, fixed-income securities, short-term and money
market securities, gold and U.S. dollars are traded on the Santiago Stock
Exchange. In 1991, the Santiago Stock Exchange initiated a futures market with
two instruments: U.S. dollars futures and Selective Share Price Index ("IPSA")
futures. In 1994, the Santiago Stock Exchange initiated an option market.
Regarding securities, they are traded primarily through an open voice auction
system. Trading through the open voice system occurs on each business day in
two sessions, from 11:00 a.m. to 12:30 p.m. and from 5:00 p.m. to 5:30 p.m.
Also, the Santiago Stock Exchange has an electronic system of trade, called
Telepregon, which operates from 9:30 a.m. to 4:30 p.m. The Electronic Stock
Exchange of Chile operates continuously from 9:30 a.m. to 4:30 p.m. on each
business day.
The three main shares price index for the Santiago Stock Exchange are the
General Share Price Index (the "IGPA"), the IPSA and the Inter-10. The IGPA is
calculated using the prices of 177 issues and is broken into five main
sectors: banks and finance, farming and forest products, mining, industrials,
and miscellaneous. The IPSA is a major company index, currently including the
Exchange's 40 most active stocks. Shares included in the IPSA are weighted
according to the value of shares traded and account for more than 80% of the
entire market capitalization. The Inter-10 corresponds to the quarterly 10
most active Chilean ADR's. The Bank's Stocks are included in the IPSA, the
IGPA and the Inter-10. Besides, there are two main shares price index for the
Electronic Stock Exchange, the Global Index and the ADRIAN. The Global Index
is composed of the 31 securities most representative of the Chilean economy
and are comprised of four industrial sectors: electricity, services, industry
and natural resources. The ADRIAN incorporates all the Chilean ADR's.
The Chilean stock market is closely linked to the regional economic
performance and may therefore tend to be more volatile than the equities
market of more developed countries, such as the US market.
The New York Stock Exchange was founded in 1792. The New York Stock
Exchange is registered as a national securities exchange with the U.S.
Securities and Exchange Commission on October 1, 1934. In 1938 the Exchange
hired its first paid president and created a 33 member Board of Governors. In
1971 the Exchange was incorporated as a not-for-profit corporation. In 1972
the members voted to replace the Board of Governors with a 25 member Board of
Directors.
The New York Stock Exchange is the largest equities marketplace in the
world, lists about 3,000 companies, and as of December 2001, 469 non-U.S.
companies were listed. During 2001 annual volume reached US$10.5 trillion and
market capitalization reached US$16.0 trillion.
Item 10. ADDITIONAL INFORMATION
Memorandum and Articles of Association
The Company's By-Laws ("Estatutos") are hereby incorporated by reference
from the Company's Annual Report on form 20-F for the fiscal year ended
December 31, 1996.
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Exchange Controls
The Central Bank is responsible for, among other things, monetary
policies and exchange controls in Chile. Foreign investments can be registered
with the Foreign Investment Committee under Decree Law No. 600 or with the
Central Bank under the Central Bank Act, which can only be modified by
"special majority vote" of the Chilean Congress.
Pursuant to the provisions of Chapter II of the new Compendium of Foreign
Exchange Regulations of the Central Bank of Chile ("New Compendium"),
effective as of April 19, 2001, investments and remittances done under the New
Compendium are not subject to currency exchange regulations, except that: (i)
such operations must be effected exclusively in the Formal Exchange Market and
(ii) be reported to the Central Bank in the manner established for said
purpose. In the case of the Company, however, the ADR facility was the subject
of an agreement executed in 2000 between Andina, the Bank of New York (in its
role as Depositary for the shares as represented by the ADSs) and the Central
Bank. As per Article 47 of the Ley Organica Constitucional regulating the
Central Bank of Chile, under Chapter XXVI, Title I of the previous Compendium
of Foreign Exchange Regulations ("former Compendium") in force through April
18, 2001, with regard to the issue of ADSs through a Chilean company; the
Foreign Investment Agreement seeks to grant the Depositary and ADR holders
access to the Formal Exchange Market in Chile.
Prior to April 19, 2001, the Former Compendium required individuals to
(i) satisfy a reserve requirement with the Central Bank, (ii) obtain the
Central Bank's prior approval for certain operations, (iii) convert foreign
currencies into Chilean pesos and (iv) return foreign currencies to Chile. The
mandatory reserve requirement was imposed on foreign loans and on funds
brought to Chile to purchase shares except for those acquired in the
establishment of a new company or in the capital increase of the issuing
company. The reserve requirement was decreased from 30% to 0% of the proposed
investment on September 16, 1998.
The rules governing ADRs through April 18, 2001 established several
restrictions on this type of operation: prior authorization for an
international tender, the issue of securities in minimum amounts, evidence of
a risk rating, subscription of an exchange agreement, the obligation to
convert currency on the Formal Exchange Market (hereinafter "MCF"), any
remittance of funds abroad had to be made through the MCF using foreign
currency acquired on that market, transactions had to be done on securities
exchanges, and other similar restrictions. Beginning April 19, 2001, Chapter
XXVI of the Compendium was abrogated, thus, only share purchase transactions
for a subsequent exchange of shares in ADRs are regulated; in which case, the
investment regulations provided in Chapter XIV of the Foreign Exchange
Compendium must be applied. Such provisions establish the rules applicable to
credits, deposits, investments, capital contributions and foreign currency
from abroad. These rules will not apply to credits, deposits, investments or
capital contributions of less than US$ 10,000.
The Former Compendium made a number of changes with respect to its
treatment of ADRs: (i) the requirement for a notarial affidavit regarding the
use of a contribution or investment was eliminated; (ii) the obligation to
liquidate the foreign currency on the MCF was also eliminated; while, (iii) a
requirement that capital remittances or profits be made through the Formal
Exchange Market, regardless of the market where the foreign currency was
acquired, was imposed; finally, (iv) the right of repatriation can also be
exercised using foreign currency kept abroad, provided that that fact is
reported to the Central Bank.
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At present, in accordance with the New Compendium, operations such as the
entry (into Chile) of foreign currency from abroad for the purpose of
investing in stock, as well as the remittance of the outcome of the transfer
of said stock, the dividends, interest, profits, etc. that are not subject to
agreements under the former Chapter XXVI, are solely required to comply with
the aforementioned prerequisites, that is, to be effected via the Formal
Exchange Market and be reported to the Central Bank of Chile under the
conditions that said entity establishes, as per the stipulations of the
aforementioned Chapter II of the New Compendium.
In the absence of the Foreign Investment Agreement, according to exchange
controls applicable in Chile, investors would be unable to access the Formal
Exchange Market to convert Chilean pesos to US dollars and repatriate from
Chile the sums received regarding the Series A and Series B Shares deposited
or the shares withdrawn from deposit in exchange for Series A and Series B
ADRs (including sums received as cash dividends and the proceeds of the sale
of the underlying Series A or Series B shares in Chile and any rights with
regard thereto).
Notwithstanding the foregoing, we must highlight that the new rules did
not repeal the Foreign Investment Agreement. Below is a summary of important
provisions of the Former Compendium and the Foreign Investment Agreement.
According to the Foreign Investment Agreement, the Central Bank of Chile
has agreed to grant a depositary, in the name of Series A and Series B ADR
holders, and any investor not resident in Chile who withdraws Series A and
Series B shares when delivering Series A and Series B ADRs (those shares
called herein the "Withdrawn Shares"), access to the Formal Exchange Market to
convert Chilean pesos to US Dollars (and remit those dollars outside of Chile)
with respect to the Series A and Series B Shares represented by the Series A
and Series B ADSs or Withdrawn Shares, including the amounts received as (a)
cash dividends; (b) proceeds of the sale of the Withdrawn Shares in Chile; (c)
the proceeds of the sale in Chile of the right to subscribe additional Series
A or Series B Shares; (d) the proceeds of the liquidation, merger or
consolidation of the Company; and (e) other distributions, including, without
limitation, those that result from any recapitalization as a consequence of
maintaining Series A or Series B Shares represented by Series A or Series B
ADSs or Withdrawn Shares. Investors who receive Withdrawn Shares in exchange
for Series A or Series B ADRs will be entitled to redeposit those shares in
exchange for Series A or Series B ADRs provided they meet the conditions to
redeposit them.
The Foreign Investment Agreement may not be amended unilaterally by the
Central Bank. There are some judicial precedents (which are not binding with
respect to future judicial decisions), which provide that, the Foreign
Investment Agreement, may not be voided because of future legislative changes.
There can be no assurance, however, that other Chilean restrictions will be
imposed upon the ADR holders, upon the transfer of underlying Series A or
Series B Shares or upon the repatriation of the proceeds of such transfer in
the future, nor can there be any evaluation of the duration of the impact of
those restrictions, if imposed. If for any reason, including changes in the
Foreign Investment Agreement or in Chilean law, the Depositary is unable to
convert Chilean pesos to US Dollars, investors would receive dividends or
other payments in Chilean pesos, which would subject affected investors to
U.S. Dollar/Chilean peso currency risk. There can be no assurance that the New
Compendium or any other foreign currency exchange regulation will not be
modified in the future, that new foreign currency exchange regulations will
not be enacted in the future, or that, if enacted, new regulations will not
have a material impact on the Company or the ADS holders.
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Debt Securities
The Central Bank is responsible, inter alia, for the monetary and
exchange control policies of Chile. The Central Bank has authorized Chilean
issuers to offer bonds in Chile and abroad through Chapter XIV of Title I of
the Compendium ("Chapter XIV"). The following paragraphs explain certain rules
of the Central Bank regarding a bond issue on international markets
denominated in a currency other than Chilean pesos. This summary does not
intend to be complete and one must refer to the provisions in Chapter XIV of
Title I of the Compendium in relation to debt issues. The Compendium has been
included as an attachment to the Registration Statement of which this annual
report is a part.
Beginning April 19, 2001, the new Compendium relaxed restrictions on
certain foreign exchange transactions as described above. The new Chapter XIV
therefore greatly simplifies the procedure to register capital contributions,
investments and foreign loans. The Central Bank provided that payments or
remittances of funds, to or from Chile, that arise or are generated from
credits secured abroad should be made through the MCF. For this purpose, when
the foreign currency from loans or investments or capital contributions is
made available to the beneficiary in the country, the intervening bank should
issue the pertinent "Form" and request information from the debtor, investor
or capital contributor, as the case may be, that any of these must provide
pursuant to Chapter XIV of the Compendium.
The payments or remittances of foreign currency corresponding to capital,
interest, adjustments, profits and other benefits originating in the
transactions stipulated in Chapter XIV should be reported to the Central Bank
in the following way: (i) if the pertinent currency represents a remittance
made from Chile, the intervening MCF bank should issue the above form; (ii)
the issuer or borrower should inform the Central Bank if the foreign currency
used to make the pertinent payments is sourced from credit transactions for
which the foreign currency has been used directly abroad or the corresponding
payment obligation is fulfilled abroad using funds other than those indicated
in Chapter XIV.
Any change in the terms of the transaction, a substitution of the debtor
or creditor, or total or partial assignments of credits or rights regarding
investors or capital contributions must be reported to the Central Bank of
Chile within 10 days after formalization.
According to Chapter XIV, the Central Bank established that, credits
relating to acts, agreements or contracts in which create a direct obligation
of payment or remittance of foreign currency abroad by persons domiciled or
residing in Chile, whether or not a cash credit transaction, that exceed on an
individual basis the sum of US$100,000 or the equivalent in other foreign
currencies, absent any special rule in the CNCI, should be reported to the
Central Bank by the obligor either directly or through a MCF entity using the
forms contained in the Compendium, within 10 days from formalization.
In addition, transactions recorded prior to April 19, 2001 will continue
to be governed by the old rules, notwithstanding the right to subject them to
the new regulations, in which case the favorable and/or adverse effects must
be considered that may be generated by a change in the regulations applicable
to this type of foreign exchange transaction.
In February 1999, with authorization from the Central Bank, the Company
accessed the proceeds of the sale of bonds by Andina to Chile, subject to the
exchange regulations governing at that time.
It is expected that all purchases of US Dollars in relation to the
payment of debt securities issued directly by Andina (and not through its
branch in the Cayman Islands) will be made on the Formal
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Exchange Market. According to governing rules of the Central Bank, however,
Andina may buy US Dollars on the Secondary Exchange Market to make payments on
any debt security issued through the Cayman Islands branch of Andina. However,
there can be no assurance that Andina will be able to buy US Dollars on the
Secondary Exchange Market at the time or in the amounts required to service
the debt related to any of the debt securities. Nor can there be any guarantee
that other regulations of the Central Bank or legislative changes relating to
foreign exchange control in Chile will not restrict or impede the purchase of
US Dollars by Andina to make payments regarding debt securities.
The Central Bank unilaterally decides whether to grant authorizations for
international bond offerings, and although other authorizations of the Central
Bank have never been cancelled, the Central Bank did request that lenders
renegotiate the terms of their loans during the renegotiation of the foreign
debt of Chile in the eighties.
There can be no assurance that there will be no future restrictions
applicable to the holders of debt securities that the Central Bank may impose
in the future, nor can there be any evaluation of the duration of the impact
of those restrictions, if imposed.
Other Limitations
Dividend Policy
In accordance with Chilean law, Andina must distribute cash dividends
equal to at least 30% of its annual net income, calculated according to
Chilean GAAP, unless otherwise provided for by a unanimous vote of the Series
A Shareholders. If there is no net income in a given year, the Company will
not be legally obligated to distribute dividends out of retained earnings. At
the annual shareholders' 2001 meeting, the shareholders authorized the Board
of Directors to distribute, at its discretion, interim dividends during July
and October 2001 and January 2002. A U.S. holder of Series A or Series B ADSs
may effectively be required to receive a cash dividend, in the absence of a
registration statement in effect pursuant to the Securities Market Law of
Chile or an effective exemption from the requirement for registration
according to that law. Series B shareholders will be entitled to a preferred
dividend equal to 10% more than any dividend declared for holders of the
Series A Shares.
During 2000 and 2001, the shareholders' meeting approved an extraordinary
dividend payment against the retained earnings fund in light of significant
cash generation in recent years. During 2001, US$89.4 million was paid out in
ordinary and extraordinary dividends, and US$ 100 million is expected to be
paid during 2002, although no assurance to that effect can be given.
Exchange rates
All payments and distributions regarding the Series A or Series B ADSs
must be transacted in the Formal Exchange Market.
Share Capital
The capital of the Company is divided into 380,137,271 Series A Shares
and 380,137,271 Series B Shares, both of which are preferred shares. All
shares have no par value. The principal characteristics, rights and privileges
are described below:
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o Holders of Series A shares have the right to appoint six of the seven
directors of the Company, together with an alternate for each director.
o Holders of Series B shares have the right to receive each and every one
of the dividends paid by the Company per share, whether interim, final,
minimum obligatory, additional or eventual dividends, plus 10%.
o The above-referenced rights and privileges will not be altered should the
number of Series A and/or B shares increase or decrease in the future
because of share exchanges, the distribution of paid-up shares or the
issuance of cash shares or for any other cause or reason.
o The preferences of the Series A and B shares shall be in effect through
December 31, 2130. Upon expiration, the Series A and Series B shares will
be eliminated, and the shares will automatically become common shares.
o Holders of Series B shares will be entitled to vote only with respect to
the appointment of one director of the Company and the respective
alternate director.
Pursuant to Article 12 of the Securities Market Law, and Circular 585 of
the Chilean Superintendency of Securities and Insurance (the "SVS"), certain
information regarding share transactions involving the shares of listed open
stock corporations (sociedades anonimas abiertas) must be reported to the SVS
and the Chilean stock exchanges. Because the ADRs are considered to represent
share capital that is supported by the ADSs, trading of ADRs will be subject
to those reporting requirements. The shareholders in a publicly controlled
company have the obligation to inform the following to the SVS and to the
Chilean stock exchanges in the period of two exchange business days:
o any acquisition or sale of shares, either directly or indirectly, that
means the acquisition or sale by the holder of 10% or more of the share
capital in a publicly controlled company, either directly or indirectly;
and
o any direct or indirect acquisition or direct or indirect sale of shares
or options to buy or sell shares in any amount, if it is made by a holder
of 10% or more of the capital in a publicly controlled company or by a
director, senior executive or manager in that company.
Pursuant to Law No. 19,705, ("The Public Tender Offer and Corporate
Governance Law") (hereinafter the "OPA Law"), the majority shareholders must
also give notice whether the acquisitions they made arise out of their intent
to acquire control of the company or whether such acquisition is merely a
financial investment.
A beneficial owner of Series A or Series B ADSs representing 10% or more
of the share capital of Andina will be subject to these reporting requirements
pursuant to Chilean law.
According to Article 54 of the Securities Market Law, persons or entities
who intend to acquire control of an open stock corporation, either directly or
indirectly, must publish an article, in two Chilean newspapers, informing the
person or entity who is buying or selling and the price and terms of any
negotiation, at least two days in advance of the date of the transaction. A
written notice should be sent to the SVS and to the Chilean stock exchanges
prior to that publication.
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The notice and publication should be made at least 10 business days prior
to the date upon which the trade is to occur, and, in any case, as soon as
negotiations have begun to achieve control through the delivery of information
and documentation on the affected company.
According to the OPA Law, a notice should be published and the respective
communication should be sent reporting the acts or contracts by which control
is obtained of a company making a public offering of its shares, within two
business days following the date when such acts or contracts are performed or
executed.
Title XV of the Securities Market Law establishes the basis to determine
what constitutes "control", "direct possession" and a "related party".
The Chilean Companies Act requires Chilean companies to offer existing
shareholders the right to buy a sufficient number of shares to maintain their
existing ownership percentage of that company whenever such company issues new
shares. The US holders of Series A or Series B ADSs are not entitled to
exercise these preemptive rights, unless there is a registration statement
filed pursuant to the Securities Act with respect to those rights or an
exemption from the registration requirements is available. The Company intends
to evaluate the costs and potential liabilities associated with any such
registration statement at the time any preferred right offer is made, the
indirect benefits of allowing the exercise of such preferred rights by ADSs
holders, and any other factor that the Company considers appropriate at that
time. The Company will then make a decision as to whether or not to file a
registration statement. There can be no assurance that a registration
statement will be filed. If no registration statement is filed and there is no
exemption from the registration requirement under the Securities Act, the
Depositary will attempt to sell those preemptive rights of the affected ADS
holders and distribute the proceeds from such sale provided there is a
secondary market for those rights. A premium may be recognized on the cost of
such sale. If the Depositary is unable to sell those preemptive rights, they
may expire without consideration to be paid to the affected ADS holders.
Dissenting Shareholders
The Listed Corporations Act establishes that, should an extraordinary
meeting of shareholders adopt any of the resolutions indicated below, the
dissident shareholders have the right to withdraw from a Chilean company and
require that the company repurchase their shares, subject to compliance with
certain terms and conditions described below unless said right to withdraw is
suspended, in the case of bankruptcy or agreements with creditors. To exercise
said rights, ADR holders must first withdraw the shares represented by their
ADRs, pursuant to the terms of the Deposit Contract. Dissident shareholders
are defined as those who vote against a resolution that results in the right
to withdraw or, should they be absent from said meeting, those who declare
their opposition to the resolution to the company in writing within the
following 30 days. Dissenting shareholders must complete their right to
withdraw by offering their shares to the company within 30 days of the
adoption of the resolution.
The resolutions that result in the right of the shareholder to withdraw
are the following:
o The transformation of the company in an entity that is not a listed
corporation regulated by the Listed Corporations Act;
o Merger of the company with and/or in other companies;
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o The transfer of 50% or more of corporate assets in the terms noted in
Article 9 of the Listed Corporations Act (that is, the transfer of 50% or
more of corporate assets, including or excluding liabilities); the
formulation or modification of any business plan that includes the
transfer of assets in an amount that exceeds the aforementioned
percentage;
o The granting of real or personal guarantees to stand surety for
third-party obligations that exceed 50% of corporate assets;
o The creation of preference rights for a category of stock or a
modification to existing rights, in which case the right to withdraw
shall only be applicable to those dissident shareholders from the
category of stock negatively affected;
o The reorganization of the nullity of the corporation due to formal errors
in the incorporation of the company or the modification of its by-laws
granting this right; and
o All other cases established by law or in the corporation's by-laws. By
legal means, the dissident shareholders shall have the right to withdraw
if the company fails to comply with the conditions to be considered a
listed stock corporation and, in addition, if an extraordinary meeting of
shareholders agrees, via a two-thirds vote of eligible shareholders, that
the company should cease to adhere to the regulations applicable to
listed stock corporations. In addition, if, as a consequence of any
acquisition, an individual secures at least two thirds of the outstanding
shares, said individual shall have a period of 30 days as of the
acquisition, to effect an offer for the remaining shares under the
conditions established by law. Should said offer fail to be effected
within the established timeframe, the aforementioned right to withdraw
shall become effective for the remaining shareholders. The Company's
by-laws do not include additional grounds for withdrawal.
Under Article 69 BIS of the Chilean Companies Act, the right to withdraw
is granted to shareholders, other than shareholders of Administradoras de
Fondos de Pensiones (pension funds) ("AFPs"), subject to certain terms and
conditions, if the Company were to become controlled by the Chilean
government, directly or through any of its agencies, and if two independent
rating agencies downgrade the rating of its stock from first class, because of
certain actions specified in Article 69 BIS and undertaken by the Company or
the Chilean Government that affect negatively and substantially the earnings
of the Company. Shareholders must exercise their withdrawal rights by
tendering their stock to the Company within 30 days of the date of the
publication or of the new rating. If the withdrawal right is exercised by a
shareholder pursuant to Article 69 BIS, the price paid to the dissenting
shareholder shall be the weighted average of the sales price for the shares as
reported on the stock exchanges on which the Company's shares are quoted for
the six-month period preceding the publication of the new rating by two
independent rating agencies. If the SVS determines that the shares are not
actively traded the price shall be book value calculated as described above.
Voting rights of the Series A and Series B Shares
The Depositary will mail to all holders a notice containing the
information, or a summary thereof, included in any notice of a shareholders'
meeting received by the Depositary, and a brief statement, as to the manner in
which each holder may instruct the Depositary to exercise voting rights in
respect of shares of Common Stock, as represented by ADSs held by the holders.
Holders on the record date set by the Depositary, are entitled to instruct the
Depositary in writing, subject to the terms of Chilean law, the By-Laws and
the Deposit Agreement, as to the exercise of voting rights attached to the
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deposited shares of Common Stock, and upon receipt of such instructions the
Depositary has agreed that it will endeavor, insofar as practicable, to vote
or cause to be voted the shares of Common Stock underlying such holders' ADRs
in accordance with such written instructions.
The Depositary has agreed not to, and shall instruct the Custodian and
each of its nominees, if any, not to, vote the shares of Common Stock, or
other deposited securities represented by the ADSs evidenced by an ADR, other
than in accordance with such written instructions from the holder. The
Depositary may not exercise any voting discretion over any shares of Common
Stock. If, no instructions are received by the Depositary, on or before the
date established by the Depositary to such effect, the Depositary may give a
discretionary proxy to a person designated by the Company to vote the
underlying shares.
Disclosure
Holders of ADRs are subject to certain provisions of the rules and
regulations promulgated under the U.S. Exchange Act of 1934, as amended,
relating to the disclosure of interests in the shares of Common Stock. Any
holder of ADRs, who is, or becomes, directly or indirectly, interested in 5%
(or such other percentage as may be prescribed by law or regulation), or more
of the outstanding shares of Common Stock, must within ten days after becoming
so interested, and thereafter, upon certain changes in such interests notify
the Company, any U.S. securities exchange on which the ADRs (or shares of
Common Stock) are traded and the Securities Exchange Commission, as required
by such rules and regulations. In addition, holders of ADRs are subject to the
reporting requirements contained in Articles 12 and 54 and Title XV of the
Securities Market Law, which provisions may apply when a holder beneficially
owns 10% or more of the Common Stock or has the intention of taking control of
the Company, as described under "Share Capital".
Material Contracts
No new material contracts have been entered into since the last
presentation made by Embotelladora Andina to the SEC in 2001. In March 2000,
the Company finalized negotiations with the Coffin Group for the acquisition
of a Coca-Cola franchise license for a territory in Brazil comprising the
State of Espirito Santo and part of the States of Rio de Janeiro and Minas
Gerais, which was serviced by the Coffin Group through Perma Industria de
Bebidas S.A. ("Perma"). Total control of the Perma franchise license was
assumed by Refrescos for a total cost to the Company of US$74.5 million.
The franchise authorizes the production, sale, and distribution of
products under The Coca-Cola Company trademark in the above-mentioned
territories, which have a population of 8.8 million inhabitants, representing
a 70% increase in the volume of operations.
Inspection Location
The Company documents mentioned in this Form 20F can be inspected at
Avenida Andres Bello 2687, 20th Floor, Las Condes, Santiago, Chile. Chilean
law may restrict the use of the right of inspection of shareholders of the
Company to certain days and times.
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TAXATION
Tax Considerations Relating to Equity Securities
Chilean Tax Considerations
The following discussion summarizes the material Chilean income tax
consequences of an investment in Andina's stock or ADSs by an individual who
is not domiciled or resident in Chile or a legal entity that is not organized
under the laws of Chile and does not have a permanent establishment in Chile
(a "foreign holder"). This discussion is based upon Chilean income tax laws
presently in force, including Ruling No. 324 of January 29, 1990 of the
Servicio de Impuestos Internos (the Chilean Internal Revenue Service or "SII")
and other applicable regulations and rulings that are subject to change
without notice. The discussion is not intended as a tax advice to any
particular investor, which can be rendered only in light of that investor's
particular tax situation. Each investor or potential investor is encouraged to
seek independent tax advice with respect to consequences of investing in
Andina's stock or the ADSs.
Under Chilean law, all matters regarding taxation such as tax rates
(including tax rates applicable to foreign investors), the computation of
taxable income for Chilean purposes, the manner in which Chilean taxes are
imposed and collected, and others thereof, may only be imposed or amended by a
law enacted by Congress. In addition, the SII is empowered to issue rulings
and regulations of, either general or specific application, and to interpret
the provisions of Chilean tax law. Chilean tax may not be assessed
retroactively against taxpayers who act in good faith relying on such rulings,
regulations and interpretations, but the SII may change said rulings,
regulations and interpretations prospectively. There is no income tax treaty
in force between Chile and the United States.
Cash Dividends and Other Distributions
Dividends paid by the Company with respect to the shares of stock held by
a foreign holder will be subject to Chilean withholding tax at a rate of 35%
(the "Withholding Tax"). The First Category Tax paid by the Company on profits
from which the dividends are paid, presently imposed at a rate of 15%, will be
credited against the Withholding Tax. The credit will increase the base upon
which the Withholding Tax is imposed. Consequently, dividends that are
attributable to current profits will be subject to an effective dividend
withholding tax rate of 23.5%, calculated as follows:
Company taxable income..................................... 100%
First Category Tax (15% of Ch$100)....................... (15.0)
Net distributable income................................. 85.0
-----
Dividend distributed..................................... 85.0
=====
Withholding Tax (35% of the sum of Ch$85.0 dividend
plus Ch$15.0 First Category Tax paid).................... (35.0)
Credit for First Category Tax.............................. 15.0
-----
Net additional tax withheld................................ (20.0)
Net dividend received...................................... 65.0
-----
Effective dividend withholding rate (20/85)................ 23.5%
=====
For purposes of determining the amount of First Category Tax paid by the
Company on profits from which the dividends are paid, dividends are attributed
to the Company's oldest retained profits.
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Dividend distributions made in property will be subject to the same
Chilean tax rules as cash dividends. Stock dividends of the Company are not
subject to Chilean taxation.
Capital Gains
Gains recognized from the sale or exchange of ADSs (or ADRs evidencing
ADSs) by a foreign holder outside Chile will not be subject to Chilean
taxation.
Gains recognized on a sale or exchange of shares of stock (as
distinguished from sales or exchanges of ADSs representing such shares) will
be subject to both the First Category Tax and the Withholding Tax (the former
being credited against the latter) if either (i) the foreign holder has held
the shares of Common Stock for less than one year since exchanging ADSs for
the shares of Common Stock, (ii) the foreign holder acquired and disposed of
the shares of Common Stock in the ordinary course of its business or as an
habitual trader of shares or (iii) the foreign holder transfers shares of
Common Stock to a related person, as defined by Chilean tax law. In all other
cases, gain on the disposition of shares of Common Stock will be subject only
to the First Category Tax, currently imposed at a rate of 33%.
The deposit or withdrawal of shares of Common Stock in exchange for ADRs
is not subject to any Chilean taxes. The tax basis of shares of Common Stock
received in exchange for ADSs will be determined in accordance with the
valuation procedure set forth in the Deposit Agreement, which values shares of
Common Stock at the highest reported sales price at which they trade on the
Santiago Stock Exchange on the date of the withdrawal of the shares of Common
Stock from the Depositary. Consequently, the conversion of ADSs into shares of
Common Stock, and the immediate sale of the shares for the value established
under the Deposit Agreement, will not generate a capital gain subject to
taxation in Chile. However, in the case where the sale of the Shares is made
on a day that is different than the date in which the exchange is recorded,
capital gain subject to taxation in Chile may be generated. In connection
thereto, on October 1, 1999 the Chilean Internal Revenue Service issued Ruling
No. 3708 whereby it allowed Chilean issuers of ADSs to amend the deposit
agreements to which they are parties in order to include a clause that states
that, in the case that the exchanged shares are sold by the ADSs' holders in a
Chilean Stock Exchange either on the same day in which the exchange is
recorded or within the two prior business days to such date, the acquisition
price of such exchanged shares shall be the price registered in the invoice
issued by the stock broker that participated in the sale transaction.
Consequently, should this amendment be included in the Deposit Agreement, the
capital gain that may be generated if the exchange date is different than the
date in which the Shares received in exchange for ADSs were sold, will not be
subject to taxation.
The distribution and exercise of preemptive rights relating to the shares
of Common Stock will not be subject to Chilean taxation. Any gain on the sale
or assignment of preemptive rights relating to the shares of Common Stock will
be subject to both the First Category Tax and the Withholding Tax (the former
being credited against the latter).
Other Chilean Taxes
No Chilean inheritance, gift or succession taxes apply to the transfer or
disposition of the ADSs by a foreign holder, but such taxes generally will
apply to the transfer at death or by gift of shares of Common Stock by a
foreign holder. No Chilean stamp, issue, registration or similar taxes or
duties apply to foreign holders of ADSs or shares of Common Stock.
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Withholding Tax Certificates
Upon request, the Company will provide to foreign holders appropriate
documentation evidencing the payment of Chilean withholding taxes.
United States Tax Considerations
The following discussion summarizes the material United States federal
income tax consequences of an investment in ADSs or shares of Common Stock.
This discussion is based upon United States federal income tax laws presently
in force. The discussion is not a full description of all tax considerations
that may be relevant to a decision to purchase ADSs or shares of Common Stock.
In particular, the discussion is directed only to U.S. holders that will hold
ADSs or shares of Common Stock as capital assets, and it does not address the
tax treatment of holders that are subject to special tax rules under the
Internal Revenue Code of 1986 as amended (the "Code"), such as financial
institutions, dealers in securities or currencies, traders in securities that
elect to use a mark-to-market method of accounting for their securities
holdings, insurance companies, tax exempt entities, persons holding ADSs or
shares of Common Stock as part of a hedging or conversion transaction,
constructive sale or a straddle, holders of 10% or more of the voting shares
of the Company or persons whose functional currency is not the United States
dollar. Furthermore, the discussion below is based upon the provisions of the
Code and regulations, rulings and judicial decisions thereunder as of the date
hereof, and such authorities may be repealed, revoked or modified so as to
result in United States federal income tax consequences different from those
discussed below. If a partnership holds our ADSs or shares of Common Stock,
the tax treatment of a partner will generally depend upon the status of the
partner and the activities of the partnership. Partners in a partnership
holding ADSs or shares of Common Stock should consult their tax advisors.
Prospective purchasers should consult their tax advisors about the federal,
state, local and foreign tax consequences to them of the purchase, ownership
and disposition of ADSs or Shares of Common Stock.
As used here, the term "U.S. holder" means a holder of ADSs or shares of
Common Stock that is (i) a United States citizen or resident, (ii) a domestic
corporation or partnership, (iii) an estate the income of which is subject to
United States federal income taxation regardless of its source or (iv) a trust
(x) that is subject to the supervision of a court within the United States and
the control of one or more United States persons as described in section
7701(a)(30) of the Code or (y) that has an election in effect under applicable
U.S. Treasury regulations to be treated as a U.S. person. If the obligations
contemplated by the Deposit Agreement are performed in accordance with its
terms, holders of ADSs (or ADRs evidencing ADSs) generally will be treated for
United States federal income tax purposes as the owners of the shares of
Common Stock represented by those ADSs.
Cash Dividends and Other Distributions
Cash dividends (including the amount of any Chilean taxes withheld) paid
with respect to the ADSs or shares of Common Stock generally will be treated
as dividend income to such U.S. holders, to the extent paid out of current or
accumulated earnings and profits, as determined under United States federal
income tax principles. Such income will be includable in the gross income of a
U.S. holder as ordinary income on the day received by the Depositary, in the
case of ADSs, or by the U.S. holder, in the case of shares of Common Stock.
The dividends will not be eligible for the dividends received deduction
allowed to corporations under the Code.
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Dividends paid in Chilean pesos will be includable in a U.S. dollar
amount based on the exchange rate in effect on the day of receipt by the
Depositary, in the case of ADSs, or by the U.S. Holder in the case of shares
of Common Stock, regardless of whether the Chilean pesos are converted into
United States dollars. If the Chilean pesos received as dividends are not
converted into United States dollars on the date of receipt, a U.S. holder
will have a basis in Chilean pesos equal to its United States dollar value on
the date of receipt. Any gain or loss realized on a subsequent conversion or
other disposition of the Chilean pesos will be treated as ordinary income or
loss, regardless of whether the pesos are converted into U.S. dollars.
The Chilean Withholding Tax (net of any credit for the First Category
Tax) paid by or for the account of any U.S. holder will be eligible, subject
to generally applicable limitations and conditions, for credit against the
U.S. holder's federal income tax liability. The dividends generally will be
foreign source income and will generally constitute "passive income" or, in
the case of certain U.S. holders, "financial services income." Special rules
apply to certain individuals whose foreign source income during the taxable
year consists entirely of "qualified passive income" and whose creditable
foreign taxes paid or accrued during the taxable year do not exceed US$300
(US$600 in the case of a joint return). Further, in certain circumstances, a
U.S. holder that (i) has held ADSs or shares of Common Stock for less than a
specified minimum period during which it is not protected from risk of loss,
(ii) is obligated to make payments related to the dividends or (iii) holds
ADSs or shares of Common Stock, in arrangements in which the U.S. holder's
expected economic profit, after non-U.S. taxes, is insubstantial will not be
allowed a foreign tax credit for foreign taxes imposed on dividends paid on
ADSs or shares of Common Stock. The rules governing foreign tax credit are
complex. Investors are urged to consult their tax advisors regarding the
availability of the foreign tax credit under their particular circumstances.
Distributions to U.S. holders of additional shares of Common Stock or
preemptive rights with respect to shares of Common Stock that are made as part
of a pro rata distribution to all shareholders of the Company generally should
not be subject to federal income tax. The basis of the new shares or
preemptive rights so received generally will be determined by allocating the
U.S. holder's adjusted basis in the old shares between the old shares and the
new shares or preemptive rights received, based on their relative fair market
values. However, the basis of the preemptive rights will be zero if (i) the
fair market value of the rights is less than 15% of the fair market value of
the old shares at the time of distribution, unless the U.S. holder elects to
allocate basis between the old shares and the preemptive rights or (ii) the
rights are not exercised and thus expire.
To the extent that the amount of any distribution exceeds the Company's
current and accumulated earnings and profits for a taxable year, the
distribution will first be treated as a tax-free return of capital, causing a
reduction in the adjusted basis of the ADSs or shares of Common Stock (thereby
increasing the amount of gain, or decreasing the amount of loss, to be
recognized by the investor on a subsequent disposition of the ADSs or shares
of Common Stock), and the balance in excess of adjusted basis will be taxed as
capital gain recognized on a sale or exchange. Consequently, such
distributions in excess of the Company's current and accumulated earnings and
profits would not give rise to foreign source income and a U.S. holder would
not be able to use the foreign tax credit arising from any Chilean withholding
tax imposed on such distribution unless such credit can be applied (subject to
applicable limitations) against U.S. taxes due on other foreign source income
in the appropriate category for foreign tax credit purposes.
The Company does not believe that it is, for Untied States federal income
tax purposes, a passive foreign investment company (a "PFIC"), and expects to
continue its operations in such a manner that it
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will not be a PFIC. If, however, the Company is or becomes a PFIC, U.S.
holders could be subject to additional United States federal income taxes on
gain recognized with respect to the ADSs or shares of Common Stock and on
certain distributions, plus an interest charge on certain taxes treated as
having been deferred by the U.S. holder under the PFIC rules of the Untied
States federal income tax laws.
Capital Gains
U.S. holders that hold ADSs or shares of Common Stock as capital assets
will recognize capital gain or loss for federal income tax purposes on the
sale or other disposition of such ADSs or shares (or preemptive rights with
respect to such Shares) held by the U.S. holder or the Depositary. Capital
gains of individuals derived with respect to capital assets held for more than
one year are eligible for reduced rates of taxation. The deductibility of
capital losses is subject to limitations. Any gain or loss recognized by a
U.S. holder generally will be treated as United States source gain or loss.
Consequently, in the case of a disposition of shares of Common Stock (which,
unlike a disposition of ADSs, may be taxable in Chile), the U.S. holder may
not be able to use the foreign tax credit for Chilean tax imposed on the gain
unless it can apply (subject to applicable limitations) the credit against tax
due on income from foreign sources.
Deposits or withdrawals of shares of Common Stock by U.S. Holders in
exchange for ADSs will not result in the realization of gain or loss for
United States federal income tax purposes.
Estate and Gift Taxation
As discussed above under "Chilean Tax Considerations -- Other Chilean
Taxes," no Chilean inheritance, gift or succession taxes apply to the transfer
at death or by gift of shares of Common Stock by a foreign holder. The amount
of any inheritance tax paid to Chile may be eligible for credit against the
amount of United States federal estate tax imposed on the estate of a U.S.
holder. Prospective purchasers should consult their personal tax advisors to
determine whether and to what extent they may be entitled to such credit. The
Chilean gift tax generally will not be treated as a creditable foreign tax for
United States tax purposes.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to dividends in
respect of ADSs or the shares of Common Stock or the proceeds received on the
sale, exchange, or redemption of the ADSs paid within the United States (and
in certain cases, outside of the United States) to U.S. holders other than
certain exempt recipients (such as corporations), and backup withholding may
apply to such amounts if the U.S. holder fails to provide an accurate taxpayer
identification number or to report interest and dividends required to be shown
on its federal income tax returns. The amount of any backup withholding from a
payment to a U.S. holder will be allowed as a credit against the U.S. holder's
United States federal income tax liability.
Tax Considerations Relating to Debt Securities
General
In October 1997, the Company issued US$150 million 7% Notes Due 2007 (the
"2007 Notes"), US$100 million 7 5/8% Notes due 2027 (the "2027 Notes") and
US$100 million 7 7/8% Debentures Due 2097 (the "2097 Debentures", together
with the 2007 Notes and the 2027 Notes, the "Debt Securities").
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The following is a summary of the principal Chilean tax and United States
federal income tax considerations relating to the purchase, ownership and
disposition of Debt Securities. The summary does not purport to be a
comprehensive description of all tax considerations that may be relevant to a
decision to purchase Debt Securities. This summary does not describe any tax
consequences arising under the laws of any state, locality or taxing
jurisdiction other than the United States and Chile.
This summary is based on the tax laws of Chile and the United States as
in effect on the date hereof, as well as regulations, rulings and decisions of
Chile and the United States available on or before such date and now in
effect. All of the foregoing are subject to change, which change could apply
retroactively and could affect the continued validity of this summary.
There is currently no tax treaty between the United States and Chile.
Chilean Tax Considerations
The following is a general summary of the material consequences under
Chilean tax law, as currently in effect, of an investment in the Debt
Securities made by a Foreign Holder. The term "Foreign Holder" means: (i) an
individual, who is not a resident in Chile (for purposes of Chilean taxation,
an individual is resident in Chile if he or she has resided in Chile for more
than six months in one calendar year, or a total of more than six months in
two consecutive fiscal years); or (ii) a legal entity that is not organized
under the laws of Chile, unless the Debt Securities are assigned to a branch
or an agent, representative or permanent establishment of such entity in
Chile.
Under Chile's Income Tax Law, because the issuance of the Debt Securities
is registered with the Central Bank, payments of interest or premium, if any,
made by the Company in respect of the Debt Securities to a Foreign Holder will
generally be subject to a Chilean withholding tax (the "Chilean Interest
Withholding Tax") currently assessed at a rate of 4.0%. If the Debt Securities
are issued through an offshore branch of the Company, payment to Foreign
Holders of Debt Securities by such branch generally will not be subject to the
Chilean withholding tax.
As described above, the Company has agreed, subject to specific
exceptions and limitations, to pay to the Foreign Holders of Debt Securities
Additional Amounts in respect of the Chilean Interest Withholding Tax
mentioned above in order that the interest or premium, if any, the Foreign
Holder receives, net of the Chilean Interest Withholding Tax, equals the
amount which would have been received by such Foreign Holder in the absence of
such Chilean Interest Withholding Tax. See "Description of Debt
Securities--Payments of Additional Amounts". Under Chile's Income Tax Law and
regulations thereunder, payments of principal made by the Company with respect
to the Debt Securities to a Foreign Holder will not be subject to any Chilean
taxes.
Chile's Income Tax Law provides that any capital gains realized on the
sale or other disposition by a Foreign Holder of the Debt Securities generally
will not be subject to any Chilean income taxes provided that such sale or
other disposition occurs outside of Chile (except that any premium payable on
redemption of the Debt Securities will be treated as interest and subject to
the Chilean Interest Withholding Tax as described above).
A Foreign Holder will not be liable for estate, gift, inheritance or
similar taxes with respect to the Debt Securities unless such Debt Securities
(i) are located in Chile at the time of such Foreign Holder's death or, (ii)
were purchased or acquired with money obtained from Chilean sources.
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The initial issuance of the Debt Securities is subject to stamp tax of
1.2% of the aggregate principal amount of the Debt Securities, which will be
payable by the Company when and if the Debt Securities are brought into Chile.
If the Debt Securities are issued through an offshore branch of the Company
and are not subsequently brought into Chile, no stamp tax will be payable. If
the stamp tax is not paid when due Chilean Tax law imposes a penalty up to
three times the amount of the tax due plus interest. In addition, until such
tax (and any penalty) is paid, Chilean courts would not enforce any action
based on the Debt Securities. A Foreign Holder will not be liable for Chilean
stamp, registration or similar taxes.
United States Tax Considerations
The following summary describes the material United States federal income
tax consequences of the ownership of Debt Securities by U.S. holders (as
defined below) as of the date hereof. Except where noted, it deals only with
Debt Securities held as capital assets by initial purchasers and does not deal
with special situations, such as those of dealers in securities or currencies,
financial institutions, insurance companies, persons holding Debt Securities
as a part of a hedging, integrated conversion or constructive sale transaction
or a straddle, traders in securities that elect to use a mark-to-market method
of accounting for their securities holdings, persons liable for the
alternative minimum tax, corporations that accumulate earnings to avoid
federal income tax or holders of Debt Securities whose "functional currency"
is not the U.S. dollar. Furthermore, the discussion below is based upon the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and
regulations, rulings and judicial decisions thereunder as of the date hereof,
and such authorities may be repealed, revoked or modified so as to result in
United States federal income tax consequences different from those discussed
below. If a partnership holds our Debt Securities, the tax treatment of a
partner will generally depend upon the status of the partner and the
activities of the partnership. If you are a partner of a partnership holding
our Debt Securities, you should consult your tax advisors.
Persons considering the purchase, ownership or disposition of the debt
securities should consult their own tax advisors concerning the federal income
tax consequences in light of their particular situations as well as any
consequences arising under the laws of any other taxing jurisdiction.
As used herein, a "U.S. holder" of the Debt Securities means a holder of
the Debt Securities that is (i) a citizen or resident of the United States,
(ii) a corporation or partnership created or organized in or under the laws of
the United States or any political subdivision thereof, (iii) an estate the
income of which is subject to United States federal income taxation regardless
of its source or (iv) a trust (x) that is subject to the primary supervision
of a court within the United States and the control of a United States person
with regard to all substantial decisions as described in section 7701(a)(30)
of the Code or (y) that has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a U.S. person.
Payments of Interest
Interest on the Debt Securities will generally be taxable to a United
States Holder as ordinary income at the time it is paid or accrued in
accordance with the U.S. Holder's method of accounting for tax purposes. In
addition to interest on the Debt Securities, a U.S. Holder will be required to
include in income any Additional Amounts and any tax withheld from interest
payments notwithstanding that such withheld tax is not in fact received by
such United States Holder. A U.S. Holder may be entitled to deduct or credit
such tax, subject to applicable limitations in the Code, including that the
election to
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deduct or credit foreign taxes applies to all of the U.S. holder's foreign
taxes for a particular year. Interest income including Chilean taxes withheld
therefrom and Additional Amounts on the Debt Securities generally will
constitute foreign source income and generally will be considered "passive"
income or "financial services" income, which are treated separately from other
types of income in computing the foreign tax credit that may be allowable to
U.S. Holders under United States federal tax laws. Special rules apply to
certain individuals whose foreign source income during the taxable year
consists entirely of "qualified passive income" and whose creditable foreign
taxes paid or accrued during the taxable year do not exceed US$300 (US$600 in
the case of a joint return). The rules governing the foreign tax credit are
complex. Investors are urged to consult their tax advisors regarding the
availability of the foreign tax credit under their particular circumstances.
Guidance issued by the U.S. Treasury may deny a foreign tax credit for foreign
taxes imposed with respect to the Debt Securities where a U.S. holder holds
the Debt Securities, in arrangements in which the U.S. holder's expected
economic profit, after non-U.S. taxes, is insubstantial.
Sale, Exchange and Retirement of Debt Securities
Upon the sale, exchange, retirement or other disposition of the Debt
Securities, a U.S. Holder will recognize gain or loss equal to the difference
between the amount realized upon the sale, exchange, retirement or other
disposition (less any accrued interest, which will be taxable as such if not
previously included in income) and the U.S. Holder's adjusted tax basis in the
Debt Securities. A U.S. Holder's tax basis in the Debt Securities generally
will be the U.S. Holder's cost therefor. Gain or loss realized by a U.S.
Holder on the sale, exchange, retirement or other disposition of the Debt
Securities will generally be treated as United States source gain or loss.
Such gain or loss will be capital gain or loss and will be long-term capital
gain or loss if at the time of sale, exchange, retirement or other disposition
the Debt Securities have been held for more than one year. Capital gains of
individuals derived with respect to capital assets held for more than one year
are eligible for reduced rates of taxation. The deductibility of capital
losses is subject to limitations.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to certain
payments of principal and interest on the Debt Securities and to the proceeds
of the sale of the Debt Securities made to U.S. Holders other than certain
exempt recipients (such as corporations). A backup withholding tax will apply
to such payments if the U.S. Holder fails to provide its taxpayer
identification number or, in the case of interest payments, fails either to
report in full dividend and interest income or to make certain certifications.
Any amounts withheld under the backup withholding rules will be allowed
as a refund or a credit against the United States Holder's U.S. federal income
tax liability provided the required information is furnished to the Internal
Revenue Service.
Special Tax Considerations Relating to 2097 Debentures
As a result of the 2097 Debentures' 100 year term, it is not certain
whether such Debentures will be treated as debt or as equity for United States
federal income tax purposes. The Company has taken the position that the 2097
Debentures constitute debt for financial reporting and United States federal
income tax purposes. The Company's position, however, is not binding on the
U.S. Internal Revenue Service. Although classification of the 2097 Debentures
as equity generally would not significantly
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affect a United States Holder's taxable income resulting from an investment in
the 2097 Debentures, the discussion that follows also briefly describes
certain United States federal income tax consequences that would arise if the
2097 Debentures were not treated as debt for United States federal income tax
purposes.
If the 2097 Debentures are treated as equity for United States federal
income tax purposes, the potential differences in the United States federal
income tax treatment to U.S. Holders of the 2097 Debentures that would result
include (i) payments denominated as interest on the 2097 Debentures (including
Additional Amounts) would be reclassified as dividends to the extent paid out
of the current or accumulated earnings and profits of the Company (as
determined using United States federal income tax principles) and (ii) U.S.
Holders would be required to report such payment amounts as ordinary income
when actually or constructively received (instead of accruing such amounts as
interest, even if such United States Holders are accrual-method taxpayers). To
the extent any such payments exceed such earnings and profits, they would be
treated as a return of capital or capital gain. Amounts treated as dividends
will not be eligible for the dividends received deduction generally allowed
U.S. corporations. Persons considering the purchase, ownership or disposition
of the 2097 Debentures should consult their own tax advisors concerning
additional potential tax consequences, including those arising upon a sale,
exchange or redemption of the 2097 Debentures, which could result from the
treatment of the 2097 Debentures as equity for United States federal income
tax purposes.
Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk generally represents the risk that losses may occur in the
values of financial instruments as a result of movements in interest rates,
foreign currency exchange rates and commodity prices. The Company is exposed
to changes in financial market conditions in the normal course of its business
due to its use of certain financial instruments as well as transacting in
various foreign currencies and translation of its foreign subsidiaries'
financial statements into the Chilean peso.
Interest Rate Risk
The Company's primary interest rate exposures relate to its U.S. dollar
denominated long-term fixed rate bond liabilities and other long-term variable
and fixed rate bank liabilities. The Company also invests in certain
medium-term bond securities that bear a fixed interest rate. The Company
monitors its exposure to interest rate fluctuations, however, interest rates
in the market are currently higher than the fixed rate on the Company's bonds.
The following table provides information about the Company's long-term debt
and bond investments that are sensitive to changes in market interest rates at
December 31, 2001.
Expected Maturity Date Estimated
-------------------------------------------------------------------------------- Fair Market
2002 2003 2004 2005 2006 Thereafter Total Value
---- ---- ---- ---- ---- ---------- ----- -----------
(amounts in millions of Ch$)
Interest Earning Assets
Bond securities........ 9,276 16,817 -- 6,859 38,742 54,449 126,143 126,422
Weighted average
interest rate....... 5.00% 6.12% -- 7.38% 7.79% 7.81% 7.35%
Interest Bearing
Liabilities
Long-term debt.........
Fixed rate.............
Bonds.................. 148,117 148,117 144,551
Weighted average
interest rate...... 6.55% 6.55%
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Expected Maturity Date Estimated
-------------------------------------------------------------------------------- Fair Market
2002 2003 2004 2005 2006 Thereafter Total Value
---- ---- ---- ---- ---- ---------- ----- -----------
(amounts in millions of Ch$)
Bank liabilities....... 1,307 1,307 1,307
Weighted average
interest rate...... 6.51% 6.51%
Bank liabilities....... 2,293 2,293 2,293
Weighted average
interest rate...... 19.50% 19.50%
Variable Rate..........
Bank liabilities...... 874 451 202
Weighted average
interest rate...... 13.04% 13.04% 13.04% 13.04%
Bank liabilities...... 418 1,558 1,976 1,976
Weighted average
interest rate...... 13.4% 13.4% 13.4%
Bank liabilities...... 2,298 728 3,026 3,026
Weighted average
interest rate...... 13.3% 13.3% 13.3%
Bank liabilities...... 11 11 11 11
Weighted average
interest rate...... 13.2% 13.2%
Bank liabilities...... 52,383 52,383 52,383
Weighted average
interest rate...... 6.51% 6.51%
Foreign Currency Risk
At December 31, 2001, all of the Company's long-term interest bearing
debt is exposed to exchange rate fluctuations between the Chilean peso and the
U.S. dollar. The Company manages such risk by maintaining deposits and money
market mutual funds in U.S. dollars amounting to Ch$ 216,325 at December 31,
2001, representing 218 % of total long-term U.S. dollar debt at such date.
Additionally, the Company periodically enters into forward foreign currency
exchange contracts to hedge its exposure related to interest payments on U.S.
dollar denominated debt.
The following table summarizes the financial instruments denominated in
foreign currencies held by the Company as of December 31, 2001.
Expected Maturity Date Estimated
------------------------------------------------------------------------------ Fair Market
2002 2003 2004 2005 2006 Thereafter Total Value
---- ---- ---- ---- ---- ---------- ----- -----------
Assets
US$ denominated
Cash.................... 18,632 18,632 18,632
Money market mutual
funds................. 17,336 17,336 17,336
Time deposit............ 53,935 53,935 53,935
Bonds................... 9,276 16,817 6,859 38,742 54,449 126,143 126,422
Liabilities
US$ denominated........... 4,895 4,895 4,895
Short-term liabilities.. 8,733 8,733 8,733
Long-term debt
Bonds................... 33,149 33,149 33,013
Weighted average
interest rate....... 7.22% 7.22%
Bank liabilities........ 11 52,383 52,394 52,394
Weighted average
interest rate....... 13.2% 6.5% 6.5%
Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
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PART II
Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS
During the three years following the Reclassification, the Board of
Directors was authorized to identify up to four sixty-day periods during which
each Series A Share would be convertible, at the option of the holder, into
one Series B Share. The first sixty-day share conversion opportunity opened on
May 2, 2000 and was available through July 1, 2000. On December 23, 1996 the
Superintendency of Pension Fund Managers (Superintendencia de Administradores
de Fondos de Pensiones) indicated that Chilean pension funds would not be
permitted to acquire Series B Shares due to their limited voting rights.
As a result of the Reclassification, statutory withdrawal rights under
Chilean law were triggered entitling shareholders to withdraw from an issue by
returning their shares to the issuer upon the creation of preferred shares
such as the Series A Shares (preferred voting rights) or the Series B Shares
(preferred dividend rights). If exercised, such withdrawal right is set at a
price equal to the weighted average trading price over the two-month period
prior to the date of the shareholder meeting approving the issuance of
preferred shares. In November 1996, withdrawal rights were exercised as to
15,458,517 Common Shares for which Andina paid Ch$41,037 million (US$89.8
million). As required under Chilean law, Andina held the repurchased shares of
Common Stock (subsequently reclassified as Series A Shares and Series B
Shares) as treasury stock with neither voting nor economic rights for 12
months. During 1997, the Company canceled such shares and reduced
shareholders' equity accordingly.
Item 15. [RESERVED]
Item 16. [RESERVED]
PART III
Item 17. FINANCIAL STATEMENTS
The Company's financial statements have been prepared in accordance with
Item 18 hereof.
Item 18. FINANCIAL STATEMENTS
Reference is made to Item 19 for a list of all financial statements filed
as a part of this Annual Report.
Item 19. FINANCIAL STATEMENTS AND EXHIBITS
See Exhibit Index for a complete list of Financial Statements and
Exhibits.
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SIGNATURE
The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.
EMBOTELLADORA ANDINA S.A.
(ANDINA BOTTLING COMPANY)
/s/ Andres Olivos
--------------------------------------------
Andres Olivos
Chief Financial Officer
Date: June 28, 2002
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(ANDINA BOTTLING COMPANY)
INDEX TO ANNUAL REPORT ON FORM 20-F
Page
PART I
Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.......... 5
Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE........................ 5
Item 3. KEY INFORMATION................................................ 5
Item 4. INFORMATION ON THE COMPANY..................................... 18
Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS................... 52
Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..................... 67
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.............. 74
Item 8. FINANCIAL INFORMATION.......................................... 78
Item 9. THE OFFER AND LISTING.......................................... 80
Item 10. ADDITIONAL INFORMATION......................................... 84
Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....101
Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.........102
Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES................103
Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS..........................................103
Item 15. [RESERVED].....................................................103
Item 16. [RESERVED].....................................................103
Item 17. FINANCIAL STATEMENTS...........................................103
Item 18. FINANCIAL STATEMENTS...........................................103
Item 19. FINANCIAL STATEMENTS AND EXHIBITS..............................103
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EXHIBIT INDEX
Exhibit No. Document
1. Consolidated Financial Statements as of December 31, 2000 and
2001 and for each of the three years in the period ended
December 31, 2001 together with the Reports of Independent
Accountants for Cristalerias de Chile S.A. and Subsidiaries
2. List of Cristalerias Subsidiaries
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