FORM 20-F Embotelladora Andina S.A

Table of Contents As filed with the Securities and Exchange Commission on April 28, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission file number 001-13142 Embotelladora Andina S.A. (Exact name of Registrant as specified in its charter) Andina Bottling Company (Translation of Registrant’s name in English) Republic of Chile (Jurisdiction of incorporation or organization) Miraflores 9153, 7th Floor Renca - Santiago, Chile (Address of principal executive offices) Paula Vicuña, Tel. (56-2) 2338-0520 E-mail: [email protected] Miraflores 9153, 7th Floor - Renca - Santiago, Chile (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered Series A Shares, Series B Shares of New York Stock Exchange Registrant represented by American Depositary Shares Securities registered or to be registered pursuant to Section 12(g) of the Act: None Table of Contents Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Series A Shares 473,289,301 Series B Shares 473,281,303 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. _ Yes 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 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 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 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, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer _ Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued Other by the International Accounting Standards Board _ 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 Table of Contents TABLE OF CONTENTS Page Introduction 2 Presentation of Financial Information 2 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 28 Item 4A. Unresolved Securities and Exchange Commission Staff Comments 59 Item 5. Operating and Financial Review and Prospects 59 Item 6. Directors, Senior Management and Employees 82 Item 7. Major Shareholders and Related Party Transactions 92 Item 8. Financial Information 94 Item 9. The Offer and Listing 95 Item 10. Additional Information 98 Item 11. Quantitative and Qualitative Disclosures About Market Risk 106 Item 12. Description of Securities Other than Equity Securities 108 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 109 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 109 Item 15. Controls and Disclosure Procedures 109 Item 16. [Reserved] 110 Item 16A. Audit Committee Financial Expert 110 Item 16B. Code of Ethics 111 Item 16C. Principal Accountant Fees and Services 112 Item 16D. Exemptions from the Listing Standards for Audit Committees 112 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 113 Item 16F. Change in Registrant’s Certifying Accountant 113 Item 16G. Corporate Governance 113 Item 16H. Mine Safety Disclosure 115 PART III Item 17. Financial Statements 115 Item 18. Financial Statements 115 Item 19. Exhibits 116 1 Table of Contents INTRODUCTION References Unless the context otherwise requires, as used in this annual report the following terms have the meanings set forth below: x the “Company”, “we”, “Andina” and “Coca-Cola Andina” means Embotelladora Andina S.A. and its consolidated subsidiaries; x “Andina Brazil” means our subsidiary, Rio de Janeiro Refrescos Ltda. and its subsidiaries; x “AESA” means our subsidiary, Andina Empaques Argentina S.A. x “EDASA” means our subsidiary, Embotelladora del Atlántico S.A.; x “PARESA” means our subsidiary, Paraguay Refrescos S.A. x “CMF” means our affiliate, Envases CMF S.A.; x “ECSA” means our affiliate, Envases Central S.A.; x “Vital Jugos” means our affiliate, Vital Jugos S.A., previously known as Vital S.A.; x “VASA” means our affiliate, Vital Aguas S.A.; x “TAR” means our subsidiary, Transportes Andina Refrescos Ltda. x “TP” means our subsidiary, Transportes Polar S.A. x “The Coca-Cola Company” means The Coca-Cola Company or any of its subsidiaries, including without limitation Coca-Cola de Chile S.A. (“CC Chile”), which operates in Chile, Recofarma Industrias do Amazonas Ltda. (“CC Brazil”), which operates in Brazil and Servicios y Productos para Bebidas Refrescantes S.R.L. (“CC Argentina”), which operates in Argentina. x the “Chilean territory” means the Metropolitan Region of Santiago, the Coquimbo region, and the provinces of Cachapoal, San Antonio, Antofagasta, Atacama, Aisén and Magallanes. x the “Brazilian territory” means the majority of the State of Rio de Janeiro, and the totality of the State of Espírito Santo, part of the state of São Paulo and part of the state of Minas Gerais. x the “Argentine territory” means the provinces of Córdoba, Mendoza, San Juan, San Luis, Entre Rios, Buenos Aires (only San Nicolás and Ramallo), La Pampa, Neuquén, Río Negro, Chubut, Santa Cruz, Tierra del Fuego and most of Santa Fe as well as part of the province of Buenos Aires. x 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$” are to Chilean pesos; references to “Argentine pesos” or “AR$” 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. References to “UF” are to Unidades de Fomento. The UF is an inflation-indexed Chilean monetary unit with a value in Chilean pesos that is adjusted daily to reflect changes in the official consumer price index of the Instituto Nacional de Estadísticas (the “Chilean National Institute of Statistics”). The UF is adjusted in monthly cycles. Each day in the period beginning on the tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of the UF is indexed up (or down in the event of deflation) in order to reflect a proportionate amount of the change in the Chilean consumer price index during the prior calendar month. Certain percentages and amounts contained in this annual report have been rounded for ease of presentation. In this annual report certain (local currency) amounts have been converted into United States dollars at the rate of Ch$676.68 to the dollar when it is average exchange rate and Ch$669.47 to the dollar when it is year-end exchange rate. Such conversions should not be construed as representations that the (local currency) amounts represent, or have been or could be converted into, United States dollars at that or any other rate. The Company’s Consolidated Financial Statements for the years ended December 31, 2016, 2015, 2014, 2013 and 2012 were prepared in accordance with International Financial Reporting Standards (hereinafter “IFRS”) issued by the International Accounting Standards Board (hereinafter “IASB”). 2 Table of Contents Special Note Regarding Non-IFRS Financial Measures This annual report makes reference to certain non-IFRS measures, namely EBIT, EBITDA and Adjusted EBITDA. These non- IFRS measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.

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