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

TheIndicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2011 was 760,274,542 as follows:the close of the period covered by the annual report.

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

x Yes   o No

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

o Yes   x No

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

x Yes   o No

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

o Yes   ox No

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

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

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

o Item 17   o Item 18

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

o Yes   x No

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INTRODUCTION

References

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

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

·             “Andina” means Embotelladora Andina S.A.;

·“Andina Brazil” means the Company’sour subsidiary, Rio de Janeiro Refrescos Ltda. and its subsidiaries;

·             “AESA” means the Company’sour subsidiary, Andina Empaques Argentina S.A.

·             “EDASA” means the Company’sour subsidiary, Embotelladora del Atlántico S.A.;

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

·“CMF” means the Company’sour affiliate, Envases CMF S.A.;

·             “ECSA” means the Company’sour affiliate, Envases Central S.A.;

·             “Vital Jugos” means the the Company’sour affiliate, Vital Jugos S.A., previously known as Vital S.A.;

·             “VASA” means the Company’sour affiliate, Vital Aguas S.A.;

·             “TAR” means the Company’sour subsidiary, Transportes Andina Refrescos Ltda.

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

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

·             the “Chilean territory” means the Metropolitan Region of Santiago and the neighboring provinces of Cachapoal and San Antonio; Due to our merger with Embotelladoras Coca-Cola Polar, we also participate in the regions of Antofagasta, Atacama, Coquimbo, Aisén and Magallanes.

·             the “Brazilian territory” means the majority of the State of Rio de Janeiro, and the totality of the State of Espírito Santo;Santo. Due to our acquisition of Companhia de Bebidas Ipiranga (“Ipiranga”), on October 11, 2013, we also participate in part of the state of São Paulo and part of the state of Minas Gerais.

·             the ���Argentine“Argentine territory” means the provinces of Córdoba, Mendoza, San Juan, San Luis, Entre Rios, Buenos Aires (only San Nicolás and Ramallo) and most of Santa Fe. Due to our merger with Embotelladoras Coca-Cola Polar, we also participate in the provinces of La Pampa, Neuquén, Río Negro, Chubut, Santa Cruz, Tierra del Fuego and part of the province of Buenos Aires; and

·the “Paraguayan territory” means the country of Paraguay

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

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

For the convenience of the reader,In this annual report contains translations of certain Chilean peso(local currency) amounts have been translated into U.S.United States dollars at specified rates. Unless otherwise indicated, U.S.the rate of Ch$495.49 to the dollar equivalent information for amounts in Chilean pesoswhen is based onaverage exchange rate and Ch$524.61 to the Observed Exchange Rate (as defined under “Item 3. Key Information—Exchange Rates”) reported by the Banco Central de Chile (the Central Bank of Chile), which we refer todollar when it is yearend exchange rate. Such translations should not be construed as the “Central Bank.” The Federal Reserve Bank of New York does not report a noon buying rate in New York City for Chilean pesos. No representation is maderepresentations that the peso(local currency) amounts represent, or U.S. dollar figures presented in this annual report could have been or could be converted into, U.S.United States dollars at that or pesos, as the case may be, at any particular rate or at all.other rate..

On AugustDecember 28, 2007, the Chilean Superintendence of Insurance and SecuritiesSuperintendencia de Valores y Seguros (“SVS”) announced the adoption of the International Financial Reporting Standards (“IFRS”)in Chile, which became mandatory for companies of a

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certain size beginning in 2009 and 2010.  The CompanyWe decided to adopt the IFRS as issued by the International Accounting Standards Board (“IASB”)IASB as itsour accounting and reporting rules beginning on January 1, 2010.  Additionally, the period between January 1 and December 31, 2009 constituted the transition period towards IFRS and the Financial Statements of the year 2010 were presented comparatively with 2009.

Forward-looking informationForward-Looking Statements

This annual report contains or incorporates by referenceincludes forward looking statements, that constitute “forward-lookingprincipally under the captions, , “Item 4. Information on the Company—Business Overview,” “Item 3. Key Information—Part D. Risk Factors,” and “Item 5. Operating and Financial Review and Prospects.” We have based these forward-looking statements” in that they include largely on our current beliefs, expectations and projections about future events and financial trends affecting our business. Examples of such forward-looking statements regarding the intent, belief or current expectationsinclude:

·statements of our directors and officers with respectplans, objectives or goals, including those related to anticipated trends, competition or regulation;

·statements about our future operating performance. Such statements include any forecasts, projectionseconomic performance and descriptionsthat of anticipated cost savingsChile or other synergies. countries in which we operate;

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

·statements of assumptions underlying such statements.

Words such as “anticipate,“believes,” “expect,“expects,” “intend,“anticipates,” “plan,“projects,” “believe,“intends,” “seek,“should,” “estimate,“could,” variations of such words, and“may,” “seeks,” “aim,” “combined,” “estimates,” “probability,” “risk,” “target,” “goal,” “objective,” “future” or similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such forward-looking statements. You should be aware that

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·our inability to hedge certain risks economically;

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

·the outcome of litigation against us;

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

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

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

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

·actions of our shareholders;

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

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

The forward-looking statements whichcontained in this document speak only as of the date that they were made. Our independent auditors have not examined or compiled the forward-looking statements and, accordingly, do not provide any assurance with respect to such statements. These cautionary statements should be considered in connection with any written or oral forward-looking statements that we might issue in the future. We do not undertake any obligation to release publicly any revisions to such forward-looking statements after filing of this annual report, and we do not undertake to update any forward-looking statement to reflect later events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.events.

Market Data

We have computed the information contained in this annual report regarding annual volume and per capita growth rates and levels, and market share, product segment, and population data in our bottling and franchise territories, and it is based upon accumulated statistics accumulated and certain assumptions we have made. Additional data was obtained from third parties.developed by us. Market share information presented with respect to soft drinks, juices, waters and beer is based on data supplied by A.C. Nielsen Company (“A.C. Nielsen”) and is believed to be accurate although no assurances to that effect can be given. Certain market data herein (including percentage amounts) may not sum due to rounding.by Ipsos ASI.

PART I

ITEM 1.                         IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicableapplicable.

ITEM 2.                         OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicableapplicable.

ITEM 3.                         KEY INFORMATION

A.Selected Financial Data            SELECTED FINANCIAL DATA

The following table presents our selectedtables present certain summary consolidated and other financial and operating information of Andina at the dates and for the periods indicated.  The selected financialThis information at December 31, 2011, 2010 and 2009, and for each of the three years ended December 31, 2011 has been derived from, should be read in conjunction with, and is qualified in its entirety by reference to our Consolidated Financial Statements,consolidated financial statements, including the notes thereto, included in Item 18 of this annual report, that we refer toelsewhere in this annual report and our consolidated financial statements, including the notes thereto, included herein.

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(1) Translation of U.S. dollar amounts, solely for the convenience of the reader.

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

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

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

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

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

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

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

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

(10) For the calculation of the profits per share, it is taken into consideration the average amount of outstanding shares that is 400,809,380 shares.

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

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

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

(14) Totals may not sum due to rounding.

Exchange Rates

Chile has two currency markets, the Formal Exchange Market (Mercado Cambiario Formal) and the Informal Exchange Market (Mercado Cambiario Informal). The Formal Exchange Market is composed of banks and other entities authorized by the Central Bank. The Informal Exchange Market is composed of entities that are not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies, among others. The Central Bank is empowered to require that certain purchases and sales of foreign currencies be carried out on the Formal Exchange Market.

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

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The dólar observado (the “Observed Exchange Rate”), which is reported by the Central Bank and published daily in the Chilean Diario Oficial (Official Gazette), is the weighted average exchange rate of the U.S. dollar of the previous business day’s transactions in the Formal Exchange Market. The Central Bank has the power to intervene by buying or selling foreign currency on the Formal Exchange Market to attempt to maintain the Observed Exchange Rate within a desired range. Even though the Central Bank is authorized to carry out its transactions at the Observed Exchange Rate, it generally uses spot rates for its transactions. Other banks generally carry out authorized transactions at spot rates as well.

The Informal Exchange Market reflects transactions carried out at an informal exchange rate (the “Informal Exchange Rate”). There are no limits imposed on the extent to which the rate of exchange in the Informal Exchange Market can fluctuate above or below the Observed Exchange Rate. In recent years, the variation between the Observed Exchange Rate and the Informal Exchange Rate has not been significant.

The following table sets forth the annual low, high, average and period-end Observed Exchange Rate for U.S. dollars for each year beginning in 2007 and for each month during the six months immediately preceding the month of this annual report,periods indicated, as reported by the Central Bank.

Source: ChileanSource: Central Bank.

(1)Nominal Figures.

(2)         Exchange rates are the actual low and high, on a day-by-daydaily basis for each period.

(3)(2)         With respect to annual periods,The yearly or monthly average rate is calculated as the average of the exchange rates observed each day of the period.

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

We make no representation that the Chilean peso or the U.S. dollar amounts referred to monthly periods,herein actually represent, could have been or could be converted in U.S. dollars or Chilean pesos, as the actual daily exchange rates.case may be, at the rates indicated, at any particular rate or at all. The Federal Reserve Bank of New York does not report a noon buying rate for pesos.

The Observed Exchange Rate on April 26, 201128, 2014 was Ch$484.88560.36 per US$1.00.

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B.                                    Capitalization and IndebtednessCAPITALIZATION AND INDEBTEDNESS

Not applicable.

C.                                    Reasons for the offer and use of proceedsREASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D.                                    Risk FactorsRISK FACTORS

The Company isWe are subject to various economic, political, social and competitive conditions. Any of the following risks, if they materialize, could materially and adversely affect our business, results of operations, prospects and financial condition.

Risks RelatedRelating to ourOur Company

We rely heavily on our relationship with The Coca-Cola Company, (“TCCC”) which has substantial influence over our business and operationsoperations.

Approximately 84% 79%ofournetsalesfortheyearendedDecember31,2013wasderivedfromthedistributionofsoftdrinksunderTheCoca-ColaCompanytrademarks,andanadditional18%wasderivedfromthedistributionofotherbeveragesalsobearingtrademarksownedbyTheCoca-ColaCompany.Weproduce,marketanddistributeCoca-ColaproductsthroughstandardbottleragreementsbetweenourbottlersubsidiariesandTheCoca-ColaCompanyandin 2011 were derived certaincasesasubsidiaryofTheCoca-ColaCompany.TheCoca-ColaCompanyhastheabilitytoexercisesubstantialinfluenceoverourbusinessthroughitsrightsunderthesebottleragreements.Underthesebottleragreements,TheCoca-ColaCompanyunilaterallysetsthepricesforCoca-Colasoftdrinkconcentratesoldtous.TheCoca-ColaCompanyalsomonitorsourpricesandhastherighttoreviewandapproveourmarketing,operationalandadvertisingplans.Inaddition,TheCoca-ColaCompanymayunilaterallysetthepriceforitsconcentrate,anditmayinthefutureincreasethepricewepayforconcentrate,increasingourcosts.Thesefactorsmayimpactourprofitmargins,whichcouldadverselyaffectournetincomeandresultsofoperations.OurmarketingcampaignsforCoca-ColaproductsaredesignedandcontrolledbyTheCoca-ColaCompany.TheCoca-ColaCompanyalsomakessignificantcontributionstoourmarketingexpenses,althoughitisnotrequiredtocontributeaparticularamount.Accordingly,TheCoca-ColaCompanymaydiscontinueorreducesuchcontributionatanytime.Pursuanttothebottleragreements,wearerequiredtosubmitabusinessplantoTheCoca-ColaCompanyforpriorapprovalonayearlybasis.Inaccordancewithourbottleragreements,TheCoca-ColaCompanymay,amongotherthings,requirethatwedemonstratethefinancialabilitytomeetourbusinessplan,andifwearenotabletodemonstrateourfinancialcapacity,TheCoca-ColaCompanymayterminateourrightstoproduce,marketanddistributeCoca-ColasoftdrinksorotherCoca-Colabeveragesinterritorieswherewehavesuchapproval.Underthesebottleragreements,weareprohibitedfrom the distribution producing,bottling,distributingorsellinganyproductsthatcouldbesubstitutedfor,beconfusedwithorbeconsideredanimitationof,Coca-ColasoftdrinksorotherCoca-Colabeveragesand 13% from the distribution of other beverages bearing trademarks owned by TCCC. We produce, market and distribute Coca-Cola

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bottlersaresubject.WecannotassureyouthatTheCoca-ColaCompanywillconsenttoanyfuturegeographicexpansionofourCoca-Colabeverage business. In addition, we cannot assure you that our relationship with TCCCThe Coca-Cola Company will not deteriorate or otherwise undergo significant changes in the future. If such changes do occur, our operations and financial results and condition could be materially affected.

The nonalcoholic beverage business environment is changing rapidly, including as a result of increased obesity and other health concerns, which could have a material adverse effect on demand for our products, and consequently on our financial performance.

Consumers, public health officials and government officials in certain of our core markets, including Chile and Brazil, are increasingly concerned with public health consequences associated with obesity, particularly among young people.  In addition, some researchers, health advocates and dietary guidelines are encouraging consumers to reduce consumption of sugar-sweetened beverages and beverages sweetened with nutritive sweeteners.  Increasing public concern about these issues; possible new taxes on sugar-sweetened beverages; additional governmental regulations concerning the marketing, labeling, packaging or sale of our beverages; and negative publicity resulting from actual or threatened legal actions against nonalcoholic beverage companies relating to the marketing, labeling or sale of sugar-sweetened beverages may reduce demand for our products, which could adversely affect our profitability.

The nonalcoholic beverage business environment in our territories is evolving rapidly as a result of, among other things, changes in consumer preferences, including changes based on health and nutrition considerations and obesity concerns; shifting consumer tastes and needs; changes in consumer lifestyles; and competitive product and pricing pressures. In addition, the nonalcoholic beverage retail landscape is dynamic and constantly evolving, and if we are unable to adapt successfully to the changing environment and retail landscape, our share of nonalcoholic beverage sales, volume growth and overall financial results will be adversely affected.

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

The soft drink and non-alcoholicnonalcoholic beverage businesses are highly competitive in each of our Company’s franchise territories. In our franchisethe territories in which we operate. We compete with bottlers of regional brands, including low cost “B brand” beverages and Pepsi products.  In Argentina and Brazil, we compete with Companhia de Bebidas das Americas, commonly referred to as AmBev, the largest brewer in Latin America and a subsidiary of InBev S.A., which sells PepsiPepsico trademark products, in addition to a portfolio that includes local brands with flavors, such as guaranáGuaraná. In Chile, our main competitor is Compañía de Cervecerías Unidas, which sells Pepsico trademark products as well as local brands.  In Paraguay, a new local bottler of Pepsico trademark products recently entered the market, which we believe had the effect of reducing our market share in Paraguay.  This competition in each of the regions where we operate is likely to continue, and we cannot assure you that it will not intensify in the future, which could materially and adversely affect our financial condition and results of operations. See “Item 4. Information on the Company — Part B. Business Overview— Soft Drink Business—Competition.”

Changes in the nonalcoholic beverages business environment could adversely affect our financial results

The nonalcoholic beverages business environment is rapidly evolving as a result of, among other things, changes in consumer preferences, including changes based on health and nutrition considerations and obesity concerns, shifting consumer tastes and needs, changes in consumer lifestyles and competitive product and pricing pressures. In addition, the industry is being affected by the trend toward consolidation in the retail channel. If we are unable to successfully adapt to this rapidly changing environment, our net income, share of sales and volume growth could be negatively affected.

Raw material prices may be subject to U.S. dollar/local currency exchange risk and price volatility, which could increase our costs of operationsoperations.

Numerous raw materials, including concentrate, sugar and resin, are used in producing beverages and containers. Prices for concentrate are determined by The Coca-Cola Company, and we cannot assure you that The Coca-Cola Company will not increase the price for concentrate or change the manner in which these prices are calculated. We purchase our raw materials from both domestic and international suppliers. See “Item 4. Information onsuppliers, some of which must be approved by The Coca-Cola Company, which may limit the Company—Part B. Business Overview—Soft Drink Business—Raw Materials and Supplies.”number of suppliers available to us. Because the prices of certain raw materials are fixeddenominated in U.S. dollars, we are subject to local currency risk inwith respect to each of our operations. If any of the Chilean peso, Brazilian real, or Argentine peso, or Paraguayan guaraní were to depreciate significantly against the U.S. dollar, the cost of certain raw materials in our respective territories could rise significantly, which could have an adverse effect on our financial condition and results of operations. We cannot assure you that these currencies will not lose value against the U.S. dollar in the future.  Additionally, some raw material prices are subject to high volatility, which could also have a material adverse effect on our profitability. The supply or cost of specific raw materials could be adversely affected by domestic or global price changes, strikes, weather conditions, governmental controls or other factors. Any sustained

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We have been integrating Ipiranga’s operations with ours, which consists of combining back-office operations (mainly those activities related to finance, treasury, accounting, procurement, tax, legal and human resources) to achieve synergies from our combined operations. Additionally, we will determine the organizational structure and define the management team.  The second stage of integration will be focused on logistics and production, as well as the exchange of commercial best practices.  However, we may not be able to complete these phases of integration in a manner that achieve the synergies, efficiencies and growth opportunities in the time, manner or amount that we seek, or at all.  Challenges we will face in the integration process include, among others, the following:

·integrating different commercial practices and company cultures in order to provide a unified and superior client experience in each of our territories in Brazil;

·streamlining human resources and different management structures, while retaining highly qualified personnel;

·integrating different accounting, information technology and management systems;

·integrating procurement processes and maintaining strong relations with suppliers;

·maintaining client loyalty while consolidating marketing processes; and

·encountering unforeseen expenses, delays or liabilities that could exceed the savings that we seek to achieve from the elimination of duplicative expenses and cost savings.

The integration process itself presents significant management challenges and is time consuming and disruptive, as it requires coordination of operations in different geographic locations in Brazil.  As a result, the integration process may divert our management’s attention from the day-to-day operation of our core business operations.  Any such diversion could adversely affect our ability to maintain good relations with our customers, suppliers, employees, regulators and other constituencies or otherwise adversely affect our business, financial condition, results of operations and our business prospects.  If we fail to implement the integration with Ipiranga effectively within the timeline contemplated by us, or if for any other reason the anticipated synergies, cost savings and growth opportunities fail to materialize, our business, financial condition, results of operation and business prospects could be materially and adversely affected.

In addition, Ipiranga is party to a series of ongoing administrative tax proceedings in which the Brazilian federal tax authorities have claimed that Ipiranga has unpaid liabilities for value-added taxes on industrialized products (imposto sobre produtos industrializados, or IPI) in an aggregate amount of approximately R$1,379,707,155. Ipiranga disagrees with the Brazilian tax authority’s position and believes that it was entitled to claim IPI tax credits in connection with its purchases of certain exempt inputs from suppliers located in the Manaus Free Trade Zone, and believes that the Brazilian tax authority’s claims are without merit, and intends to defend its position vigorously. With respect to one of such tax proceedings, involving a claim of approximately R$600,000,000 out of the total R$1,379,707,155, our external Brazilian counsel has advised us that it believes Ipiranga’s likelihood of loss should be classified as remote (i.e., less than 20% likelihood), based on a Brazilian judicial court final ruling issued in May 2013 rejecting such claim, although certain additional procedural steps remain to be completed before the claim is definitively dismissed. With respect to the remaining claims, our external Brazilian counsel has advised us that it believes Ipiranga’s likelihood of loss should be classified as possible to remote (i.e., approximately 30% likelihood). Notwithstanding the foregoing, the final outcome of these claims is subject to uncertainty, and it is impossible to predict their final resolution. Notwithstanding the above, the accounting standards related to business combination in terms of distribution of the purchase price, establish that contingencies must be valued one by one according to their probability of occurrence and discounted to fair value from the date on which it is deemed the loss can be generated. According to this criteria, we made an initial provision in the business combination accounting for an amount of R$200.6 million equivalent to approximately Ch$44.9 million. Under the agreement pursuant to which we agreed to acquire the shares of Ipiranga, the sellers agreed to indemnify us for such tax liabilities and established an escrow account, with a duration of five years, in an amount equal to R$207,550,000 to support this indemnification

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

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

Perception of risk in emerging economies may impede our access to international capital markets, hinder our ability to finance our operations and adversely affect the market price of our common shares and American Depositary Receipts.financial performance.

As a general rule, internationalInternational investors generally consider Argentina and Paraguay, and to a lesser extent Chile and Brazil, to be emerging market economies. Consequently, economic conditions and the market for securities of emerging market countries influence investors’ perceptions of Chile, Brazil, Argentina and ArgentinaParaguay and their evaluation of companies’ securities of companies located in these countries.

During periods of heightened investor concern regarding emerging market economies, in particular Argentina and to a lesser extent Brazil and Paraguay, have experienced significant outflows of U.S. dollars.

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

ItOur business may be difficultadversely affected if we fail to enforce civil liabilities against usrenew collective bargaining labor agreements on satisfactory terms or our directors, executive officersexperience strikes or controlling personsother labor unrest.

We are a sociedad anónima, or stock corporation, organized under the laws of Chile. Some of our directors, executive officers and controlling persons reside in Chile or outside of the United States. In addition, all or aA substantial portion of our employees is covered by collective bargaining labor agreements.  These agreements generally expire every one, two or three years, as the assetscase may be. Our inability to renegotiate these agreements on satisfactory terms could cause work stoppages and interruptions, which may adversely impact our operations.  The terms and conditions of these persons and ofexisting or renegotiated agreements could also increase our assets are located outside of the United States. As a result, it may not be possible for

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currently no published laws or regulations imposing price controls on our products in Argentina. Nonetheless, we have complied with the request by Argentine government authorities to maintain prices of certain products sold through supermarkets. The imposition of these restrictions or voluntary price restraints in Argentina or other territories may have an adverse effect on our results and financial condition.  We cannot assure you that government authorities in Argentina or in any country in which we operate will not impose statutory price controls, or that we will not be asked to accept further voluntary price restraints in the future.

We may be required to incur considerable expenses in order to comply with various environmental laws and regulations. Such expenses may have a material adverse effect on our results of operations and financial position.

We are subject to various environmental laws and regulations that apply to our products and activities. If these environmental laws and regulations are strengthened or newly established in jurisdictions in which we conduct our businesses, we may be required to incur considerable expenses in order to comply with such laws and regulations. Such expenses may have a material adverse effect on our results of operations and financial position. To the extent we determine that it is not financially sound for us to continue to comply with such laws and regulations, we may have to curtail or discontinue our activities in the affected business areas.

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

In the ordinary course of our business, we become involved in various other claims, lawsuits, investigations and governmental and administrative proceedings, some of which are or may be significant.  In addition, Ipiranga is party to a series of ongoing administrative tax proceedings in which the Brazilian federal tax authorities have claimed that Ipiranga has unpaid liabilities for value-added taxes on industrialized products (imposto sobre produtos industrializados, or IPI) involving aggregate claims of a significant amount, as described under “—Risks Relating to our Acquisition of Ipiranga—We may not be able to realize the anticipated benefits of our acquisition of Ipiranga.”  Adverse judgments or determinations in one or more of these proceedings could require us to change the way we do business or use substantial resources in adhering to the settlements and could have a material adverse effect on our business, including, among other consequences, by significantly increasing the costs required to operate our business. Ineffective communications, during or after these proceedings, could amplify the negative effects, if any, of these proceedings on our reputation and may result in a negative market impact on the price of our securities.

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

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

For example, in Chile, a tax reform became effective in 2011, pursuant to which there was a temporary increase in the general corporate income tax rate from 17% to 20% for the income accrued in 2011, to finance reconstruction after an 8.8 magnitude earthquake in central Chile in February of 2010. Pursuant to an amendment issued in 2012, this increase to the general corporate income tax rate was made permanent.

It is worth mentioning that the executive branch recently sent a tax reform project to the legislative branch for discussion. Among other changes, the reform proposes an increase to the taxes paid by the Company on profits originating from Chile from which the dividends are paid ( the “First Category Taxes”) from 20% to 25% (progressively, 21% for the 2014 business year, 22.5% for 2015, 24% for 2016 and a permanent 25% rate beginning 2017). In addition, for non-residents, the reform proposes that they pay tax on an accrued basis beginning the 2017 business year.  If the reform is approved, nonresident owners of ADRs representing stock of Chilean companies will keep the current taxable rate, but the withholding tax must be declared and paid during the year in which the company generates the earnings. For these purposes, the reform establishes that Chilean

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

·                  other political or economic developments in or affecting Chile;

·                  regulatory changes or administrative practices of Chilean authorities;

·                  inflation and governmental policies to combat inflation;

·                  currency exchange movements; and

·                  global and regional economic conditions.

We cannot assure you that Chile’s economy will continue to grow in the future, nor can we assure you that future developments in or affecting the Chilean economy will not impair our ability to successfully carry out our business plan or materially adversely affect our business, financial condition or results of operations.

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

Although Chilean inflation has decreased in recent years, Chile has experienced high levels of inflation in the past. The annual rates of inflation in Chile, which in 2009, 20102011, 2012 and 20112013 were —1.4%4.4%, 3.0%1.5% and 4.4%3.0%, respectively, (asas measured by changes in the consumer price index and as reported by the INE (Instituto Nacional de Estadísticas, or the Chilean National Institute of Statistics), could adversely affect the Chilean economy and have a material adverse effect on our financial condition and results of operations.operations if we are unable to increase our prices in line with inflation. We cannot assure you that Chilean inflation will not continuerevert to prior levels in the future.

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

The Chilean peso is subject to depreciation and volatility, which could adversely affect the value of an investment in our securitiesbusiness.

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

Based on the Observed Exchange Rates for U.S. dollars in the period from 2008 toas of December 31, 2011, 2012 and 2013, the Chilean peso depreciated 10.9%, appreciated 7.6% and depreciated 9.3% relative to the U.S. dollar appreciated 7.39% in nominal terms. During 2011 the Chilean peso relative to the U.S. dollar appreciated 5.15% in nominal terms. See “Item 3. Key Information-Exchange Rates.”

Our Class A shares and Class B shares are traded in Chilean pesos on the Chilean Stock Exchanges. Cash distributions with respect to the shares will be received in Chilean pesos by the depositary, currently The Bank of New York Mellon Corporation (as depositary for the Series A and Series B shares represented by the Series A and Series B ADRs), which will convert such Chilean pesos to U.S. dollars at the then prevailing exchange rate to make U.S. dollar payments in respect of the ADRs. If the value of the Chilean peso depreciates relative to the U.S. dollar, the value of the ADRs and any distributions to be received from the depositary would be adversely affected. In addition, the depositary will incur costs (to be ultimately borne by the ADR holders) in connection with the foreign currency conversion and subsequent distribution of dividends or other payments with respect to our ADRs.terms, respectively.

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Exchange controls and withholding taxes in Chile may limit repatriation of foreign investments

Equity investments in Chile by persons who are not Chilean residents are generally subject to various exchange control regulations that govern the convertibility and repatriation of the investments and earnings. The ADRs are governed by an Agreement among us, the depositary and the Central Bank of Chile (the “Foreign Investment Agreement”). The Foreign Investment Agreement guarantees the depositary and the ADR holders access to Chile’s Formal Exchange Market, permits the depositary to remit dividends it receives from us to the ADR holders and permits the holders of ADRs to repatriate the proceeds of the sale of shares withdrawn from the ADR facility, thereby enabling them to acquire currencies necessary to repatriate investments in the shares and earnings there from.  Pursuant to current Chilean law, the Foreign Investment Agreement may not be amended unilaterally by the Central Bank of Chile, 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 ADR holders of are paid net of foreign currency exchange fees and expenses of the depositary and are subject to Chilean withholding tax, currently imposed at a rate of 35%, subject to credits in certain cases as described under “Item 10. Additional Considerations —Tax Considerations Relating to Equity Securities”.

We cannot assure you that additional restrictions applicable to ADR holders , the disposition of the shares underlying the ADRs and the convertibility and/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 changes in the Foreign Investment Agreement or Chilean law, the depositary was unable to convert Chilean pesos to U.S. dollars, investors would receive dividends or other distributions, if any, in Chile and in Chilean pesos.

Risks Relating to Brazil

Our business isoperations in Brazil are dependent to some extent on economic conditions in BrazilBrazil.

Approximately 41%36.1% of our assets as December 31, 2013 and 45%32.3% of our consolidated net sales in 2011 were derived fromfor the year ended December 31, 2013 corresponded to our operations in Brazil.  Because demand for soft drinks and beverage products is usually 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, our financial condition and results of operations to a considerable extent are dependent upon political and economic conditions prevailing in Brazil.  AccordingThe Brazilian economy is also affected by international economic and market conditions in general, especially economic and market conditions in the United States.  Similarly to data availableother emerging market countries, the Brazilian currency depreciated significantly during 2013, attributed in part to general public,an outflow of capital related to the expectation that the United States Federal Reserve will reduce or end its “quantitative easing” economic stimulus measures.  The Brazilian economy is therefore subject to uncertainties and risks related to changes in economic conditions and policy measures in countries such as the United States and China, as well as the European Union and elsewhere.

In recent years, the Brazilian economy grewhas experienced a decline in GDP growth.  After growing at a rate of -0.6% in 2009,  7.5% in 2010, GDP increased by 2.7% in 2011 and 2.8%1.0% in 2011.2012.  In mid-2013, Brazil cut its outlook for GDP growth to 2.5% from 3% in 2013, and to 4% from 4.5% for 2014.  During 2013, the Brazilian economy has also experienced rising inflation, partially resulting from a significant depreciation in the value of its currency.  In late August of 2013, the real traded as low as R$2.45 per U.S. dollar, its lowest point since 2008 and a decline of approximately 20% since December 31, 2012.  Increased inflation and decreased economic growth have also contributed to an increase in social unrest, including public protests.  In late August 2013, the Central Bank of Brazil announced new policy measures, including interventions in foreign exchange markets designed to prevent the real from depreciating further, as well as raising Brazil’s benchmark interest rate, designed to prevent a further increase in inflation.  However, the effect of such policy measures are subject to significant uncertainties, and we cannot provide any assurance that these measures will be effective in causing an improvement in economic conditions, or that they will not lead to unintended, adverse effects on the Brazilian economy.

The Brazilian government exercises significant influence over the Brazilian economy, which together with historically volatile Brazilian political, social and economic conditions, could adversely affect our financial condition and results of operations and the market price of our shares and ADRsoperations.

Historically, theThe 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 imposing limits on imports and exports. Changesintervened in policy and other political and economic developments could adversely affect the Brazilian economy and occasionally makes significant changes to monetary, tax and credit policies, among others. The Brazilian government’s measures to control inflation, stimulate economic expansion and implement other policies have a material adverse effect on our business, financial conditionincluded, among others, salary and resultsprice controls, appreciation or depreciation of operations.the Brazilian real, foreign exchange adjustments, control over remittances abroad and intervention by the Central Bank of Brazil to change the basic interest rates. We cannot assure you that present economic conditionsforesee or control which measures or policies the Brazilian government may adopt in the future. Our activities, financial and operating results, as well as our estimates may be adversely affected by changes in the policies intended to promote a sustainable economic development will continue.adopted by the Brazilian government, as well as by general factors, including, but not limited to:

9·Brazilian economic expansion;

·inflation;

·interest rates;

·variation in foreign exchange rates;

·foreign exchange rate control policies;

·liquidity of domestic capital and debt markets;

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Although inflation·tax policy and changes in tax laws; and

·other political, diplomatic, social and economic guidelines or events in Brazil has stabilizedor otherwise affecting the country.

Changes and uncertainties with respect to the implementation of the aforementioned governmental policies may contribute to uncertainties in recent years,Brazil.

In 2011, a new presidential term began, which raised the possibility of the introduction of new economic and social policies at the federal and state levels. Historically, changes in government have brought changes to Brazilian economic policy.  As of mid-2013, the Brazilian economy had experienced declining GDP growth, as well as a depreciated currency and increased inflationinflation.  In late August 2013, the Brazilian central bank announced new policy measures, including interventions in foreign exchange markets designed to prevent the real from depreciating further, as well as raising Brazil’s benchmark interest rate, designed to prevent a further increase in inflation.  However, the effect of such policy measures are subject to significant uncertainties, and we cannot provide any assurance that these measures will be effective in causing an improvement in economic conditions, or that they will not lead to unintended, adverse effects on the Brazilian economy.

Any unfavorable policy changes by the Brazilian government could adversely affect us.  Uncertainty over whether the Brazilian government will implement changes in policy or laws affecting these and other factors in the future may contribute to economic uncertainty in Brazil.  These factors, as well as uncertainties about the policies or regulations to be adopted by the Brazilian government with respect to these factors may adversely affect us, including our activities and financial performance.

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

As measuredBrazil has historically experienced extremely high rates of inflation. Inflation, and several measures taken by the Federal Government in order to control it, combined with speculation about possible government measures, had significant negative effects on the Brazilian economy. Historically, the annual inflation rates recorded in Brazil before 1995 were extremely high, and included periods of hyperinflation. The annual rate of inflation measured by the price index known as the IPCA (Índice Nacional de Preços aoosao Consumidor Amplo or INPC, inflation in Brazil) was 4.1% 6.5% and 6.1%4.31% in 2009, 5.91% in 2010, 6.50% in 2011 and 2011, respectively. Increased5.84% in 2012. For the year ended December 31, 2013 the IPCA was 5.91%. Considering this history and the uncertainty around the Brazilian government’s policies, we cannot provide any assurance that inflation rates may result in lower consumer purchasing power on behalf of consumers and lower sales volume for Andina Brazil. We cannot assure you that levels of inflation in Brazil will not increase in future years and have a material adverse effect on our business, financial condition or results of operations. increase.

Inflationary pressures may lead to further government interventionresult in governmental interventions in the economy, including the introduction of government policies that could adversely affect the resultsgeneral performance of the Brazilian economy, which, in turn, could adversely affect our business operations of Andina Brazilin Brazil. Inflation may also increase our costs and consequentlyexpenses, and we may be unable to transfer such costs to our customers, reducing our profit margins and net income. In addition, inflation could also affect us indirectly, as our customers may also be affected and have their financial capacity reduced. Any decrease in our net sales or net income, as well as any reduction in our financial conditionperformance, may also result in a reduction in our net operating margin. Our customers and results of operationssuppliers may be affected by high inflation rates and the market price ofsuch effects on our sharescustomers and ADSs.suppliers may adversely affect us.

The Brazilian real is subject to depreciation and volatility, which could adversely affect our financial condition and results of operationsoperations.

During 2008,The Brazilian currency has fluctuated over the past three decades. Throughout this period, the Brazilian government has implemented various economic plans and exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange market and floating exchange rate systems. Although long-term devaluation of the real depreciated 31.9% due is generally related to the world economic crisisrate of inflation in Brazil, the devaluation of the real over shorter periods has resulted in significant fluctuations in the exchange rate between the Brazilian currency, the U.S. dollar and other

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