As Filed with the Securities and Exchange Commission on April 30, 2013
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As filed with the Securities and Exchange Commission on April 30, 2013 United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ¨ 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, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-13142 Embotelladora Andina S.A. (Exact name of Registrant as specified in its charter) Andina Bottling Company (Translation of the Registrant’s name in English) Republic of Chile (Jurisdiction of incorporation or organization) Avenida El Golf 40, Office 401 Las Condes - Santiago, Chile (Address of principal executive offices) Paula Vicuña, Tel. (56-2) 2338-0520 E-mail: [email protected] Avenida El Golf 40, 4th Floor, Las Condes - Santiago, Chile (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class registered Series A Shares, Series B Shares of Registrant represented by American Depositary New York Stock Exchange Shares 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 7.625% Notes due October 1, 2027 7.875% Notes due October 1, 2097 The number of outstanding shares of the issuer’s stock as of December 31, 2012 was 946,578,736 as follows: 473,289,368 Series A Shares 473,289,368 Series B Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x 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. Yes No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate by check mark 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). Yes 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): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing U.S. GAAP x International Financial Reporting Standards as issued by the international Accounting Standards Board Other. If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow ¨ Item 17 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). Yes ¨ No x TABLE OF CONTENTS Page PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 13 ITEM 4A. UNRESOLVED SECURITIES AND EXCHANGE COMMISSION STAFF 36 COMMENTS ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 36 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 54 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 65 ITEM 8. FINANCIAL INFORMATION 67 ITEM 9. THE OFFER AND LISTING 69 ITEM 10. ADDITIONAL INFORMATION 72 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 83 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 84 ITEM 12D.3 AMERICAN DEPOSITARY RECEIPTS 84 ITEM 12D.4 DIRECT AND INDIRECT PAYMENTS BY THE DEPOSITARY 84 PART II 85 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 85 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND 85 USE OF PROCEEDS ITEM 15. CONTROLS AND PROCEDURES 85 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 86 ITEM 16B. CODE OF ETHICS 86 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 86 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 87 ITEM 16E. PURCHASERS OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED 87 PURCHASERS ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 87 ITEM 16G. CORPORATE GOVERNANCE 87 PART III 91 ITEM 17. FINANCIAL STATEMENTS 91 ITEM 18. FINANCIAL STATEMENTS 91 ITEM 19. EXHIBITS 92 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 “Coca-Cola Andina” means Embotelladora Andina S.A. and its consolidated subsidiaries; • “Andina Brazil” means the Company’s subsidiary, Rio de Janeiro Refrescos Ltda. and its subsidiaries; • “AESA” means the Company’s subsidiary, Andina Empaques Argentina S.A. • “EDASA” means the Company’s subsidiary, Embotelladora del Atlántico S.A.; • “PARESA” means the Company’s subsidiary, Paraguay Refrescos S.A. • “CMF” means the Company’s affiliate, Envases CMF S.A.; • “ECSA” means the Company’s affiliate, Envases Central S.A.; • “Vital Jugos” means the Company’s affiliate, Vital Jugos S.A., previously known as Vital S.A. ; • “VASA” means the Company’s affiliate, Vital Aguas S.A.; • “TAR” means the Company’s subsidiary, Transportes Andina Refrescos Ltda. • “TP” means the Company’s 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; starting in 4Q12, and due to the 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; and • the “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. Starting in 4Q12, and due to the 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. • 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, references to “real” or “reais” or “R$” are to Brazilian reais and references to “guaranies” or “guarani” or “G$” are to Paraguayan Guaranies. Certain percentages and amounts contained in this annual report have been rounded for ease of presentation. For the convenience of the reader, this document 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 of Chile), which we refer to 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 made that the peso or U.S. dollar figures presented 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. On August 28, 2007 the Chilean Superintendence of Insurance and Securities announced the adoption of the International Financial Reporting Standards (“IFRS”)in Chile which became mandatory for companies of a certain size beginning 2009 and 2010. The Company decided to adopt the IFRS as issued by the International Accounting Standards Board (“IASB”) as its accounting and reporting rules beginning 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 information This annual report contains or incorporates by reference statements that constitute “forward-looking statements,” in that they include statements regarding the intent, belief or current expectations of our directors and officers with respect to our future operating performance.