Propimex, S. de R.L. de C.V. – ‘20-F’ for 12/31/99

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Annual Report of a Foreign Private Issuer   —   Form 20-F
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Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer            115    531K 
 2: EX-10.1     Amendment to Credit Agreement                          7     17K 
 3: EX-23.1     Consent                                                1      5K 

20-F   —   Annual Report of a Foreign Private Issuer
Document Table of Contents

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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, 1999 
Commission file number 1-12290  
--------------------------- 

PANAMERICAN BEVERAGES, INC. 
(Exact name of Registrant as specified in its charter)  

Republic of Panama  
(Jurisdiction of incorporation or organization) 
--------------------------- 

c/o Panamco, L.L.C. 
701 Waterford Way 
Suite 800 
Miami, Florida 33126  
(Address of principal executive offices)  

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

                                                     Name of each exchange
      Title of each class                            on which registered
      -------------------                            -------------------

Class A Common Stock, $.01 par value per share         New York Stock Exchange  

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

None  
__________________  
(Title of Class)  

Securities for which there is a reporting obligation pursuant to Section 15(d)  
of the Act.                                                                     

None  
__________________  
(Title of Class)  

 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.                                                                         

Class A Common Stock: 120,381,600                                       

Class B Common Stock: 8,971,555                                         

Series C Preferred Stock: 2                                             

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 which financial statement item the Registrant has
elected to follow.                                                              

Item 17            Item 18      X                     
-----                 -----             

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TABLE OF CONTENTS 

                                                                        Page

Item 1   Description of Business.....................................        1  
Item 2   Description of Property.....................................       26  
Item 3   Legal Proceedings...........................................       26  
Item 4   Control of Registrant.......................................       28  
Item 5   Nature of Trading Market....................................       30  
Item 6   Exchange Controls and Other Limitations Affecting Security             
           Holders.................................................       31
Item 7   Taxation....................................................       33  
Item 8   Selected Financial Data.....................................       38  
Item 9   Management's Discussion and Analysis of Financial Condition and        
          Results of Operations....................................       40
Item 9A  Quantitative and Qualitative Disclosures About Market Risk..       65  
Item 10  Directors and Officers of Registrant........................       67  
Item 11  Compensation of Directors and Officers......................       71  
Item 12  Options to Purchase Securities from Registrant or Subsidiaries..   73  
Item 13  Interest of Management in Certain Transactions..................   73  
Item 15  Defaults upon Senior Securities.................................   73  
Item 16  Changes in Securities and Changes in Security for Registered           
           Securities.......................................              73
Item 17  Financial Statements.............................................  74  
Item 18  Financial Statements.............................................  74  
Item 19  Financial Statements and Exhibits................................  74  

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ITEM 1.  DESCRIPTION OF BUSINESS                                                

Overview                                                                        

 Panamerican Beverages, Inc. ("Panamco" or the "Company") is the largest
soft drink bottler in Latin America and one of the world's three largest        
bottlers of the soft drink products of The Coca-Cola Company ("The Coca-Cola    
Company" or "Coca-Cola"). In 1999, our sales accounted for approximately 6% of  
the worldwide unit case volume of soft drink sales of The Coca-Cola Company,    
or the equivalent of one bottle in every case. Our 1999 sales represented       
approximately 22% of the Latin American unit case volume of The Coca-Cola       
Company's soft drink products. Sales of products of The Coca-Cola Company       
accounted for more than 88% of our net sales in 1999.                           

   We have a more than  50-year  bottling  relationship  with The  Coca-Cola
Company.  On November 1, 1995,  The Coca-Cola  Company  designated  Panamco an  
"anchor bottler",  making us one of their strategic  partners in The Coca-Cola  
Company's  worldwide  bottling  system.  The  Coca-Cola  Company  has  been  a  
stockholder   of  our  company   since  1993  and  today   beneficially   owns  
approximately  24% of our  common  stock.  The  Coca-Cola  Company  has  three  
representatives on our Board of Directors.                                      

We operate in diverse markets in Latin America. We operate in:        

o    Mexico                                                           
 a substantial part of central Mexico (excluding Mexico City),

o    Brazil                                                           
      greater Sao Paulo, Campinas, Santos and part of Mato Grosso do Sul
in Brazil,                                                  

o    Colombia                                                         
most of the Country,                                        

o    Costa Rica                                                       
all of the Country,                                         

o    Venezuela                                                        
all of the Country,                                         

o    Nicaragua                                                        
all of the Country, and                                     

o    Guatemala                                                        
Guatemala City and surrounding areas.                       

   These  territories  have an aggregate  population  of  approximately  122
million people, or about 24% of the total population of Latin America.  Within  
these  territories,  we have the  exclusive  right to produce  and  distribute  
substantially  all of The Coca-Cola  Company's  soft drink  products.  We also  
produce and  distribute  a variety of flavored  soft drinks and bottled  water  
products  under  licensed and  proprietary  trademarks in select  territories,  
including  Canada  Dry  products  in Costa  Rica  and  Schweppes  products  in  
Venezuela.   We  distribute   Kaiser  and  Heineken  beers  in  our  franchise  
territories in Brazil. We also have the right to                                

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distribute  Regional  beer  throughout  most  of  Venezuela,  which  we  began  
distributing in the northeast of Venezuela in early 1999.                       

   Our business  began in 1941,  when Albert H. Staton,  Sr., and a group of
investors  acquired  a  core  of the  franchised  bottling  operations  of The  
Coca-Cola  Company  in  Mexico.  We were  incorporated  in  Panama  in 1945 as  
successor  to a Mexican  company  through  which the  business  was  initially  
conducted.  By expanding into other Latin American markets,  we have been able  
to diversify,  in part,  our business  risk. In 1944 and 1945, we expanded our  
operations  to Colombia  and Brazil,  respectively.  In 1950,  we acquired The  
Coca-Cola  Company's  bottling  franchise for the Sao Paulo  territory.  Since  
then, our operating units have acquired  additional bottling franchises within  
their  respective  countries.  We entered the Costa Rican market in 1995, both  
the  Venezuelan  market and the  Nicaraguan  market in 1997 and the Guatemalan  
market in 1998.                                                                 

   At the end of the first quarter of 2000, we moved our principal executive
offices from Mexico City to Miami, Florida.                                     

Corporate Structure                                                             

Holding Company Structure                                                       

   We are a holding  company  and conduct our  operations  through  tiers of
subsidiaries.  The following chart shows our corporate structure and ownership  
interest in our country level holding  companies and describes their interests  
in their bottling subsidiaries as of December 31, 1999:                         

[GRAPHIC OMITTED]                                                               

   As a holding  company,  our ability to pay operating  expenses,  any debt
service obligations and dividends primarily depends upon receipt of sufficient  
funds from our majority-owned  subsidiaries,  which are in turn dependent upon  
receipt   of  funds  from  their   majority-owned   subsidiaries.   See  "Item  
6.--Exchange  Controls and Other Limitations Affecting Security Holders" for a  
discussion of limitations  imposed by exchange  control laws on the payment of  
dividends. At present, Mexico (since the beginning of 1999) and Costa Rica      

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impose  withholding  taxes of  approximately  7.6% and 15%,  respectively,  on  
dividends paid to us by domestic subsidiaries.  In addition,  Brazil imposes a  
basic withholding tax of 15% on dividends paid to us by domestic  subsidiaries  
that are derived from earnings generated prior to January 1, 1996. The payment  
of  dividends  by our  subsidiaries  is also  subject in certain  instances to  
statutory  restrictions  or restrictive  covenants in debt  instruments and is  
contingent  upon the earnings and cash flow of, and permitted  borrowings  by,  
such subsidiaries.  In addition, the minority shareholders in less than wholly  
owned  subsidiaries  receive a pro rata portion of all dividends paid by those  
subsidiaries.                                                                   

Subsidiary Operations                                                           

Mexico                                                                

   We own approximately 98% of the capital stock of Panamco Mexico,  S.A. de
C.V.  ("Panamco  Mexico"),  a Mexican  corporation that in turn owns interests  
ranging  from 86% to 99% in five  bottling  subsidiaries  that own and operate  
eight soft drink  bottling  plants  and two water  bottling  plants in Mexico.  
Panamco  Mexico also owns  majority and minority  interests in companies  that  
produce  materials and equipment used in the production  and  distribution  of  
soft drinks. Panamco Mexico and its consolidated subsidiaries are collectively  
referred to herein as "Panamco Mexico".                                         

Brazil                                                                

   We indirectly own  approximately 98% of the capital stock of Refrescos do
Brasil S.A.  ("Panamco  Brasil"),  a Brazilian  holding  company  that through  
subsidiaries  owns a bottling  subsidiary that, in turn, owns and operates two  
bottling plants in Brazil, including our state-of-the-art  facility in Jundiai  
and owns an 11.6%  interest  in the Kaiser beer  brewery.  In order to compete  
more aggressively with Antarctica and Brahma, in 1983. The Coca-Cola  Company,  
together  with Panamco  Brasil,  other  Brazilian  bottlers of products of The  
Coca-Cola  Company and the  Heineken  Beer  Company,  established  Cervejarias  
Kaiser,  S.A.  ("Kaiser").  Between 1995 and 1998 Panamco Brasil increased its  
interest in Kaiser to 11.6% in connection  with its  acquisition of all of the  
capital stock of  Refrigerantes de Santos,  S.A.  ("Santos") and the shares of  
Kaiser  owned by Santos.  Panamco  Brasil  also has  facilities  that  produce  
equipment  used in the  distribution  of soft drinks.  In September  1998,  we  
acquired all the capital  stock of the  Brazilian  bottler,  Refrigerantes  do  
Oeste  S.A.  ("R.O.S.A.").   R.O.S.A.  produces,  distributes  and  sells  The  
Coca-Cola  Company's  products  in the western  central  part of Brazil in the  
state of Matto Grosso do Sul. Panamco Brasil and its consolidated subsidiaries  
are collectively referred to herein as "Panamco Brasil".                        

Colombia                                                              

   We own approximately  97% of the capital stock of Panamco Colombia,  S.A.
("Panamco Colombia"), a Colombian corporation that owns interests ranging from  
65% to 100% in  subsidiaries  that own and operate an aggregate of 18 bottling  
plants and own majority and minority  interests in  corporations  that produce  
materials and equipment used in the production and distribution of soft drinks  
such as Friomix del Cauca, a cooler building company. Panamco Colombia and its  
consolidated  subsidiaries  are  collectively  referred  to herein as "Panamco  
Colombia".                                                                      

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Venezuela                                                             

   In May 1997, we acquired all the capital stock of Embotelladora Coca-Cola
y Hit de Venezuela S.A. ("Panamco Venezuela") (the "Venezuela Acquisition").    
Panamco Venezuela, through its subsidiaries (the "Venezuelan Bottlers"),        
produces, distributes and sells products of The Coca-Cola Company and other     
soft drink products throughout Venezuela. Panamco Venezuela owns and operates   
13 bottling plants. We also acquired the right to distribute Regional beer      
throughout Venezuela, which we began distributing in the northeast of           
Venezuela in 1999. Panamco Venezuela and the Venezuelan Bottlers are            
collectively referred to herein as "Panamco Venezuela".                         

Central America                                                       

   Costa Rica. We own all the capital stock of  Embotelladora  Panamco Costa
Rica, S.A.  ("Panamco Costa Rica").  Panamco Costa Rica produces,  distributes  
and sells The Coca-Cola  Company's  products and  distributes and sells Canada  
Dry products in Costa Rica.  Panamco Costa Rica owns and operates one bottling  
plant.  Panamco Costa Rica also owns a plastics  business.  We acquired  these  
operations in 1995 and 1996.                                                    

   Nicaragua.  In  August  1997,  we  acquired  all  the  capital  stock  of
Embotelladora Milca, S.A. ("Panamco  Nicaragua").  Panamco Nicaragua produces,  
distributes and sells The Coca-Cola Company's  products,  and other soft drink  
products, throughout Nicaragua.                                                 

   Guatemala.  In March 1998,  we acquired all the capital of  Embotelladora
Central, S.A. ("Panamco Guatemala").  Panamco Guatemala produces,  distributes  
and sells The Coca-Cola Company's  products,  and other soft drink products in  
Guatemala City and surrounding areas.                                           

   Panamco  Costa  Rica,   Panamco   Nicaragua  and  Panamco  Guatemala  are
collectively referred to as "Panamco Central America".                          

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Our Franchise Territories                                                       

   We have exclusive rights under our bottling agreements with The Coca-Cola
Company  to  bottle  and  distribute  soft  drinks  and  water  in  all of the  
territories in which we operate.  We market all our other soft drink,  bottled  
water,   beer  products  and  other   beverages   only  within  our  franchise  
territories.                                                                    

   The countries  where we operate and our franchise  territories  are shown
below:                                                                          

[GRAPHIC OMITTED]                                                               

Mexico                                                                          

   Our  Mexican  territories  consist of the states of  Guanajuato,  Puebla,
Tlaxcala,  Michoacan  and most of  Veracruz,  an area  which has an  aggregate  
population  of  more  than  18  million  people,  or  about  19% of the  total  
population of the country.                                                      

Brazil                                                                          

   Our Brazilian territories,  with a population of approximately 26 million
people or about 16% of the total population of the country, consist of greater  
Sao Paulo,  the third largest  metropolitan  area in the world, the contiguous  
area of greater  Campinas,  the  adjacent  coastal  areas of Santos,  and Mato  
Grosso do Sul.                                                                  

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Colombia                                                                        

   Our Colombian  territory  covers  approximately  92% of the population of
that  country  with a  population  of  approximately  40 million  people,  and  
includes all major cities.                                                      

Venezuela                                                                       

   We are the only  company  with  the  right to  distribute  The  Coca-Cola
Company's  products in  Venezuela,  which has a population of about 23 million  
people.                                                                         

Central America                                                                 

   We are the only company that has the right to  distribute  The  Coca-Cola
Company's  products in Costa Rica,  with a  population  of  approximately  3.8  
million  people,  and in Nicaragua  with a  population  of  approximately  4.6  
million people.  Our Guatemalan  territory which has a population of about 5.4  
million  people covers 47% of the  population of that country,  which includes  
Guatemala City.                                                                 

Beverages and Packaging                                                         

Our Products                                                                    

   We produce or  distribute  colas,  flavored soft drinks,  non  carbonated
flavored  drinks,  bottled  drinking water and beer. We produce and distribute  
Coca-Cola  products  and our own  proprietary  brands.  In 1999,  88.3% of the  
products we produced were products of The Coca-Cola Company.                    

   We distribute  two types of bottled water  products:  purified  water and
mineral  water.  Purified  water is prepared in a similar  manner to the water  
utilized in the soft drink  manufacturing  process.  Mineral water is obtained  
from springs and wells. We distribute  mineral water under our own proprietary  
trademarks  Risco in  Mexico,  Manantial  in  Colombia,  Crystal in Brazil and  
Shangri-la in Guatemala, and we distribute purified water under the trademarks  
Risco in Mexico,  Club K, Santa Clara and Soda Clausen in Colombia,  Nevada in  
Venezuela, Alpina in Costa Rica and Milca Soda in Nicaragua.                    

   In Brazil we  distribute  both Kaiser and Heineken  beers.  In connection
with  the  acquisition  of  Panamco  Venezuela,  we  purchased  the  right  to  
distribute beer  throughout  Venezuela  under the Regional  trademark.  In the  
second  quarter of 1999 we began  distributing  Regional in the  northeast  of  
Venezuela.                                                                      

   Proprietary  Trademarks.  We produce and distribute  flavored soft drinks
under our own  proprietary  trademarks,  including  "Club K",  "Club Soda" and  
"Premio" in Colombia and "Super 12" in Costa Rica.  We produce and  distribute  
bottled  waters  under our own  proprietary  trademarks  including  "Risco" in  
Mexico, "Crystal" in Brazil, "Manantial",  "Premio", "Soda Clausen" and "Santa  
Clara" in Colombia, "Alpina" in Costa Rica and "Shangri-la" in Guatemala.       

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   The  beverage  products  we produce or  distribute  and that  account for
nearly  all of our sales in the period  ending  December  31,  1999 are listed  
below:                                                                          

                                                        [Enlarge/Download Table]

Panamco Mexico   Panamco Brasil     Panamco Colombia   Panamco Venezuela       Panamco           Panamco         Panamco       
                                                                              Costa Rica        Nicaragua       Guatemala      
                                                                                                                               
Coca-Cola Soft   Coca-Cola Soft      Coca-Cola Soft     Coca-Cola Soft       Coca-Cola Soft    Coca-Cola Soft   Coca-Cola Soft 
Drink Products:  Drink Products:     Drink Products:    Drink Products:      Drink Products:   Drink Products:  Drink Products:

Coca-Cola        Coca-Cola           Coca-Cola          Coca-Cola            Coca-Cola         Coca-Cola        Coca-Cola      
Coca-Cola Light  Coca-Cola Light     Coca-Cola Light    Coca-Cola Light      Coca-Cola Light   Coca-Cola Light  Coca-Cola Light
Sprite           Sprite              Sprite             Hit Naranja          Sprite            Sprite           Fanta          
Sprite Light     Diet Sprite         Fanta              Hit Pina             Fanta             Fanta            Sprite         
Fanta            Fanta               Quatro             Hit Uva              Fresca            Fresca           Lift           
Fresca           Diet Fanta          Lift               Hit Manzana                           Diet Sprite                      
Lift             Simba                                  Frescolita           Other Soft Drinks:                 Bottled Water: 
Delaware Punch   Tai                 Other Soft Drinks: Chinotto             Canada Dry        Bottled Water:   Shangri-la*    
                 Diet Tai            Roman**            Chinotto Light          Ginger Ale**   Milca Soda**                    
Bottled Water:   Kuat                Premio*                                 Super 12*         Kinley Soda      Other Products:
Risco*           Kinley Tonic Water  Club Soda*         Other Soft Drinks:                                      Hi-C           
                 Kinley Club Soda                       Soda Schweppes**     Bottled Water:    Other Products:                 
Other Products:  Fanta Uva           Bottled Water:     Aguakina Schweppes** Canada Dry        Hi-C                            
Keloco*                              Manantial*                               Club Soda**                                      
                 Bottled Water:      Club K*            Bottled Water:       Canada Dry                                        
                 Crystal*            Soda Clausen*      Nevada                 Quinada**                                       
                                     Santa Clara*                            Alpina*                                           
                 Beer:                                  Other Products:                                                        
                 Kaiser**                               Malta Regional**     Other Products:                                   
                 Kaiser Light**                         Nestea**             Powerade                                          
                 Kaiser Bock**                                                                                                 
                 Kaiser Gold**                          Beer:                                                                  
                 Kaiser Summer Draft**                  Regional**                                                             
                 Heineken**                                                                                                    

[FN]                                                                            
-----------------------                                                         
Unless otherwise indicated, products are proprietary to The Coca-Cola Company.  

* Proprietary to Panamco                                                        
** Products licensed from third parties                                         
</FN>                                                                           

The  following  chart shows the  allocation of our net sales during 1999 among  
the products described above:                                                   

[GRAPHIC OMITTED]                                                               

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   The estimated  company annual per capita  consumption  for 1997, 1998 and
1999 for our soft drinks in each of our franchise territories is as follows:    

                                                        [Enlarge/Download Table]

                   Panamco  Panamco   Panamco   Panamco     Panamco    Panamco    Panamco 
                   Mexico    Brasil  Colombia  Venezuela  Costa Rica  Nicaragua  Guatemala
                                                                                          
1997..............  305.7    216.9     117.4     216.5       174.3       95.6       65.5  
1998..............  340.4    213.5     113.0     202.3       186.6      112.1       79.2  
1999..............  349.1    214.3      91.4     153.6       180.8      112.0       87.0  

[FN]                                                                            
----------                                                                      
Source: We have compiled the share of sales information contained herein based  
upon several sources.  To determine the portion of a given market  represented  
by our sales, we utilize, in certain instances, data supplied by A.C. Nielsen,  
The Coca-Cola Company and other third-party  sources. In certain  territories,  
we also  periodically  conduct our own surveys by sampling  retail  customers'  
weekly purchases and inventory levels.  The methodologies of different surveys  
are not identical and referenced  competitors'  franchise areas do not exactly  
correspond to ours. Although  management believes the information  obtained in  
this fashion is reliable,  we make no representation  or warranty,  express or  
implied,  as to the accuracy or  completeness of the industry sales share data  
and volume data, or per capita consumption data contained herein.               
</FN>                                                                           

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   The  following  table shows our net sales in  thousands of dollars and by
percentage  of total  net  sales by  territory  and  product  for the  periods  
indicated:                                                                      

                                                        [Enlarge/Download Table]

                                              1997                      1998                      1999           
                                             ------                    ------                    -----           

                                       Total     Percentage     Total      Percentage     Total        Percentage
                                        Net       of Total       Net        of Total       Net          of Total 
                                     Sales (1)    Net Sales    Sales (1)    Net Sales    Sales (1)      Net Sales
                                    -----------  -----------  ----------   -----------  -----------    ----------
                                                                                                                 
Panamco Mexico                                                                                                   
 Total products of The Coca-Cola                                                                                 
    Company ....................... $  511,438       20.4%   $  586,964        21.2%      $721,269         29.8% 
 Total other soft drinks...........      3,029        0.1         4,306         0.1          7,482          0.3% 
 Total bottled water...............     32,305        1.3        47,211         1.7         68,350          2.8% 
                                    ----------      -----      --------       -----       --------        ------ 
    Total Panamco Mexico...........    546,772       21.8       638,481        23.0        797,101         32.9% 

Panamco Brasil(2)                                                                                                
   Total products of The Coca-Cola                                                                               
      Company .....................    644,891       25.7       653,738        23.6        389,446         16.1% 
   Total bottled water.............     14,795        0.6        19,050         0.7         14,715          0.6% 
   Total beer......................    309,408       12.3       225,163         8.1         96,519          4.0% 
                                    ----------      -----      --------       -----       --------        ------ 
      Total Panamco Brasil.........    969,094       38.6       897,951        32.4        500,680         20.7% 

Panamco Colombia                                                                                                 
   Total products of The Coca-Cola                                                                               
      Company .....................    460,899       18.4       422,075        15.2         337,333        13.9% 
   Total other soft drinks.........     33,717        1.3        31,763         1.1          26,224         1.1% 
   Total bottled water.............     43,371        1.7        41,974         1.5          33,457         1.4% 
                                    ----------      -----      --------       -----       ---------       ------ 
      Total Panamco Colombia.......    537,987       21.4       495,812        17.8         397,014        16.4% 

Panamco Venezuela(3)                                                                                             
   Total products of The Coca-Cola                                                                               
      Company......................    338,781       13.5       536,322        19.3         493,671        20.4% 
   Total other soft drinks.........     10,738        0.4        14,355         0.5          16,054         0.7% 
   Total beer......................         --         --            --          --           2,570         0.1% 
                                    ----------      -----      --------       -----       ---------       ------ 
      Total Panamco Venezuela......    349,519       13.9       550,677        19.8         512,295        21.2% 

Panamco Central America(4)                                                                                       
   Total products of The Coca-Cola                                                                               
      Company .....................     92,943        3.7       173,672         6.3        193,104          8.0% 
   Total other soft drinks.........      9,314        0.4        10,183         0.4         10,573          0.5% 
   Total bottled water.............      4,581        0.2         6,500         0.2          8,399          0.3% 
                                    ----------      -----      --------       -----      ---------        ------ 
      Total Panamco                                                                                              
        Central America............    106,838        4.3       190,355         6.9        212,076          8.8% 

Total consolidated net sales....... $2,510,210      100.0%   $2,773,276       100.0%    $2,419,166        100.0% 
                                    ==========      =====    ==========       =====     ==========        ====== 


[FN]                                                                            
---------                                                                       

(1)  Net sales are reflected in U.S. dollars translated at the average          
official rates of exchange during the periods shown.                  
(2)  Data for 1998 includes four months of operations of R.O.S.A.               
(3)  Data for 1997 includes eight months of operations of Panamco Venezuela.    
(4)  Data for 1997 includes only net sales of Panamco Costa Rica and five       
months of operations of Panamco Nicaragua. Data for 1998 includes net 
sales of Panamco Costa Rica and Panamco Nicaragua and nine months of  
operations of Panamco Guatemala.                                      
</FN>                                                                           

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Packaging                                                                       

  A majority of our sales are made in returnable glass or plastic bottles.
Recently, we have increased the distribution of nonreturnable presentations,    
particularly in Mexico and Brazil. In 1999, 51.9% of our products were          
packaged in non-returnable presentations compared to 44.6% in 1998. See         
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations". Our beverages are available in returnable presentations in         
different package types including returnable PET bottles and glass bottles.     
Our nonreturnable presentations include cans, non-returnable glass and plastic  
bottles and plastic bags.                                                       

Soft Drink Sales Share                                                          

   Soft drink sales  represented  88.1% of our total 1999 sales.  Soft drink
products are classified as either colas or other flavored soft drinks.  Of our  
total soft drink sales in 1999,  the cola  segment  represented  approximately  
69.1% of our total soft drink sales.                                            

   We are a  market  leader  in all our  franchise  territories  in the cola
segment. We also hold a strong share of sales in soft drinks, as shown below:   

                                                        [Enlarge/Download Table]

                                      Estimated Sales Share                                  

                        Panamco  Panamco   Panamco  Panamco   Panamco     Panamco    Panamco 
                         Mexico   Brasil  Colombia  Venezuela Costa Rica Nicaragua  Guatemala
                                                                                             
Colas                                                                                        
   1997................  82.6%    91.2%     86.7%    77.1%    91.9%       80.1%      --      
   1998................  88.5%    90.7%     85.5%    65.4%    90.7%       82.3%      48.4%   
   1999................  89.5%    89.4%     90.5%    67.8%    94.5%       84.3%      49.1%   
Flavored Soft Drinks                                                                         
   1997................  47.9%    31.2%     34.4%    89.2%    87.9%       65.2%      --      
   1998................  52.5%    27.9%     33.6%    84.2%    83.7%       76.8%      21.3%   
   1999................  57.4%    36.0%     40.0%    74.2%    91.2%       84.3%      26.5%   
Total Soft Drinks                                                                            
   1997................  72.6%    56.5%     62.3%    82.1%    90.4%       75.4%      --      
   1998................  78.0%    54.3%     61.2%    73.0%    87.9%       80.8%      40.9%   
   1999................  80.2%    57.4%     66.7%    70.3%    93.3%       84.3%      43.1%   

[FN]                                                                            
----------                                                                      
Source: We have compiled the share of sales information contained herein based  
upon several sources.  To determine the portion of a given market  represented  
by our sales, we utilize, in certain instances, data supplied by A.C. Nielsen,  
The Coca-Cola Company and other third-party  sources. In certain  territories,  
we also  periodically  conduct our own surveys by sampling  retail  customers'  
weekly purchases and inventory levels.  The methodologies of different surveys  
are not identical and referenced  competitors'  franchise areas do not exactly  
correspond to ours. Although  management believes the information  obtained in  
this fashion is reliable,  we make no representation  or warranty,  express or  
implied,  as to the accuracy or  completeness of the industry sales share data  
and volume data, or per capita consumption data contained herein.               
</FN>                                                                           

   Data for each year are an  average  of  measurements  taken each month in
Mexico and every two months in all other countries.                             

Sales, Distribution and Marketing                                               

Sales                                                                           

   By selling our  beverage  products  directly to  approximately  1,040,350
points of sale,  we  believe  we have one of the  largest  operations  for the  
distribution  of  consumer  goods  in  Latin  America.   This  network  serves  
traditional small stores (including small grocery stores,  kiosks and roadside  
stands),   supermarkets,    restaurants,   bars,   schools,   businesses   and  
distributors,  with a total of 183,600  points of sale in  Mexico,  158,000 in  
Brazil,  390,600 in  Colombia,  195,900 in  Venezuela,  36,100 in Costa  Rica,  
37,250 in Nicaragua and 38,900 in Guatemala as of December 31, 1999. The mix    

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of sales to these  particular  types of  outlets  varies by  country  and is a  
function of the  economics,  demographics  and other  characteristics  of each  
franchise area.                                                                 

   The following  table sets forth our sales volume as a percentage of total
sales volume of on- and  off-premises  consumption  in each  country  where we  
operate for the end of 1999.                                                    

1999 Percentage                       
of Total                          
Sales Volume                          

Panamco Mexico                                                                  
Off-premises sales.............           85.7%                           
On premises sales..............           14.3%                           
Total Panamco Mexico........          100.0%                        

Panamco Brasil                                                                  
Off-premises sales.............           75.8%                           
On premises sales..............           24.2%                           
Total Panamco Brasil........          100.0%                        

Panamco Colombia                                                                
Off-premises sales.............           66.5%                           
On premises sales..............           33.5%                           
Total Panamco Colombia......          100.0%                        

Panamco Venezuela                                                               
Off-premises sales.............           59.1%                           
On premises sales..............           40.9%                           
Total Panamco Venezuela.....          100.0%                        

Panamco Costa Rica                                                              
Off-premises sales.............           61.6%                           
On premises sales..............           38.4%                           
Total Panamco Costa Rica....          100.0%                        

Panamco Nicaragua                                                               
Off-premises sales.............           89.0%                           
On premises sales..............           11.0%                           
Total Panamco Nicaragua.....          100.0%                        

Panamco Guatemala                                                               
Off-premises sales.............           78.5%                           
On premises sales..............           21.5%                           
Total Panamco Guatemala.....          100.0%                        

   Most of our sales are made to four types of outlets:  Mom and Pop stores,
supermarkets,  restaurants  and bars as well as schools and  offices.  At such  
outlets we generally  sell soft drinks,  bottled water and beer (in Brazil and  
the  northeast  of  Venezuela)   for  either   on-premises   or   off-premises  
consumption.  A majority of the products we sell are sold through  traditional  
small  stores,  supermarkets  or  other  types  of  outlets  for  off-premises  
consumption.  Products we sell for on-site  consumption at  traditional  small  
stores,  restaurants,  bars, fast food outlets and similar locations represent  
the balance of our sales volume.                                                

   Consumers  typically  prefer  soft  drinks  served  cold for  on-premises
consumption.  In certain cases,  particularly in Mexico,  consumers  prefer to  
purchase cold soft drinks for  off-premises  consumption as well. As described  
below,  in each of our  franchise  territories  we have  programs to place our  
beverage coolers,  post-mix  dispensers and vending machines at points of sale  
for our products to make chilled products  available to the consumer.  We loan  
or sell  and  provide  financing  for  such  merchandising  equipment.  Loaned  
equipment must be used exclusively for Panamco products.                        

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   In addition to bottled presentations, we sell soft drinks in both pre-mix
and post-mix  form.  Soft drinks sold in pre-mix form consist of syrup for use  
in dispensers at retail outlets that add carbonated water. Soft drinks sold in  
post-mix form consist of the final  carbonated  product in stainless steel and  
other pressurized canisters for use in dispensers at retail outlets.            

   While most sales are on a cash basis,  sales to certain customers such as
major  supermarkets,  fast food restaurants and convenience store chains,  are  
made on a credit  basis  with  terms  generally  of 40 days on a  consolidated  
basis.  Credit  sales  represented  25.4% and 20.1% of total sales in 1998 and  
1999,  respectively.  Credit  sales are most  significant  in Brazil and Costa  
Rica, where they represented 50.0% and 33.0%,  respectively,  of 1999 sales in  
each country.                                                                   

Distribution                                                                    

   We have  developed  extensive  product  delivery and container  retrieval
systems to maintain  sales  levels at each of our points of sale.  By actively  
managing our distribution  routes,  we seek to ensure that deliveries are made  
when our clients  (retailers)  have the space and funds  available to purchase  
our beverage products.  Distribution is also critical in Latin America because  
the majority of soft drink  products are sold in returnable  bottles.  We must  
regularly collect empty bottles from retailers and return them to our bottling  
plants.  Primarily  distribution  is  carried  out  by  our  employees  and is  
supplemented by a network of independent distributors.                          

   We have located and designed our production and  distribution  facilities
based upon  local  factors  including  population  concentration,  topography,  
quality  of roads  and  availability  and  efficiency  of  communications.  In  
territories  with large,  industrial  cities,  such as greater  Sao Paulo,  we  
operate a smaller  number of large  distribution  centers and often  integrate  
distribution and bottling  capabilities at the same facility.  In rural areas,  
such as most of  Colombia  and  Venezuela  and parts of  Mexico,  Costa  Rica,  
Nicaragua and Guatemala,  we use a larger number of small bottling  plants and  
warehouses.                                                                     

   We use two principal  delivery methods  depending upon local  conditions:
the traditional route truck system and the pre-sell method. In Mexico, most of  
Colombia,  Venezuela and Nicaragua,  the route truck system is widely used, in  
which  salesmen  drive  delivery  trucks on  pre-established  routes  and make  
immediate sales from inventory  available on the route truck. For all sales in  
Brazil,  most of  Costa  Rica  and in  certain  cities  in  Colombia,  Mexico,  
Guatemala and Venezuela,  we utilize the pre-sell system,  in which a separate  
staff of salesmen  obtains orders from customers prior to the time of delivery  
by route trucks.  Use of the pre-sell  system  enables us to utilize our route  
trucks more  efficiently,  delivering all of their freight capacity and at the  
same  time  providing  us  real  time   information   about  the  product  and  
presentation  needs of our clients.  The traditional system maximizes sales to  
customers with less  sophisticated cash management  systems.  We also employ a  
system of  bicycles,  carts and small  trucks for  smaller  clients to provide  
flexible and fast deliveries within urban areas.                                

   In order to more  effectively  respond to the needs of our clients and to
help us better manage our  inventories  we have  computer  systems in place in  
each of our franchise territories.  We have also equipped our sales force with  
handheld  computers to provide us with real time information about the product  
and presentation needs of our clients.                                          

Marketing                                                                       

   Market  segmentation  has  given  rise  to  preferences  on the  part  of
consumers for a variety of presentations.  Income level, substitutes,  pricing  
and any other factors affect consumer  preferences.  In all our territories we  
attempt to adapt our product presentations and distribution to each market and  
to the individual clients and consumers within our territories in terms of the  
space available for product display,  point-of-sale material,  advertising and  
delivery methods. In order to maximize sales and per capita consumption of our  
products,  we continually  examine sales data in an effort to develop a mix of  
product presentations that will best satisfy consumers and provide our clients  
with the most  effective  product  mix. We also employ a variety of  marketing  
techniques  in each of our  franchise  territories  to  increase  our share of  
sales, penetration and per capita consumption. The major programs and policies  
in place at each of our subsidiaries are described below.                       

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Mexico                                                                

   During  1999,   Panamco  Mexico  continued  its  cold  product  equipment
placement  program.  At December 31, 1999, there were approximately 84.4 units  
for every  10,000  people  within our  franchise  territory.  Panamco  Mexico,  
through  its  merchandizing  club,  provides  training  to its  clients on its  
merchandizing  standards  and  display  methods  to ensure  that our  products  
receive the best and most appropriate presentation.                             

   Panamco  Mexico has continued  the roll-out of its "100 Meters  Program",
which focuses on nontraditional,  immediate  consumption  channels.  Since the  
initiation of the program in 1996,  Panamco  Mexico has increased its share of  
sales by 10.2 basis points and has expanded its client base in urban  centers.  
Per  capita  consumption  has  increased  20.3%.  As part of the  "100  Meters  
Program", Panamco Mexico created a number of parallel programs,  including the  
"Restaurant"  plan, the "School" plan and the "Liquor Stores" plan.  Under the  
Restaurant plan,  Panamco Mexico has been placing fountain  equipment in local  
traditional  and fast-food  restaurants.  This gives our  consumers  immediate  
access to our products.  Under the School plan,  Panamco  Mexico  provides our  
products to young  consumers in the schools  creating  brand  preference at an  
early age with innovative packaging. The Liquor Stores plan takes advantage of  
the popularity of grapefruit-flavored soft drinks in the liquor stores segment  
with strong  merchandising  and alluring  point-of-sale  material  designed to  
create preference for the Fresca brand.                                         

   Panamco Mexico continues to develop its marketing  through  "fondas",  or
traditional Mexican small family-run restaurants, by placing coolers, fountain  
equipment and tailored point-of-sale  materials--menu  boards, napkin holders,  
place  mats  and wall  mosaics--with  The  Coca-Cola  Company  logo to  entice  
consumers to drink Coca-Cola soft drinks with their meals.                      

   In order to increase  volume and  perception  of value among  clients and
consumers, Panamco Mexico selectively provides particular brands, packages and  
sizes and applies  tailored  pricing  tactics in each of its channels based on  
the  preferences  of the consumers in the area.  Panamco  Mexico also sponsors  
trade consumer promotions, such as the "Hielocos", "the Novelty Catalogue" and  
the "Christmas Campaign" during 1999.                                           

   To maintain the quality of its  distribution  system  reliability  of its
deliveries,  Panamco  Mexico  continues  to  modernize  its vehicle  fleet and  
optimize delivery routes.                                                       

Brazil                                                                

   In Brazil our marketing efforts were primarily focused on our "Coolers in
the Market" program and the installation of new coolers,  vending machines and  
post-mix  fountains.  The number of units of cold product equipment we have in  
the Brazilian  market are 35.0 units per 10,000  inhabitants  in our franchise  
territory.                                                                      

   As part of our "100  Meters  Program"  in  Brazil we have  developed  the
"At-Hand  Consumption"  and  "Closed  Market"  programs to  stimulate  impulse  
consumption by maximizing  the  availability  of our cold products  everywhere  
people gather. In accordance with these programs; Panamco Brasil is developing  
new outlets and equipping them with the  appropriate  cold product  equipment,  
point-of-sale  material and products to maximize  sales.  The "Closed  Market"  
program  focuses  on  certain  "closed"  markets  such as  schools,  clubs and  
factories.                                                                      

   Panamco  Brasil   developed  the  "Anchor  Client"  program  designed  to
establish a baseline group of clients to define new pricing standards for each  
of our  products  and  influence  neighboring  outlets  in terms of prices and  
merchandising.  This  program,  targeted  to  traditional  channels,  involves  
installing  display  equipment  and  point-of-sale  material,  and  conducting  
extensive training on the correct presentation of products,  optimum placement  
of display equipment, and maintenance of merchandising materials.               

   During 1999 a special program  designed to get closer to the consumer was
put in place.  The program was a promotional  pricing strategy that alternated  
prices of our products every two weeks depending on the channels or on          

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the product (colas or flavors) for our 2 liter pet  presentation.  The program  
was successfully received by the consumer,  increasing our share of soft drink  
sales in 5.2 points to 57.4%.                                                   

Colombia                                                              

   To ensure both traditional and nontraditional outlets are able to provide
cold,  ready-to-drink  products,  Panamco Colombia  continues its cold product  
equipment placement program. During 1999, Panamco Colombia installed more than  
20,000 cold  product  units,  increasing  units in the market by almost 10% to  
50.2% per 10,000  inhabitants  in our franchise  territory.  Panamco  Colombia  
currently  provides  cold  products in 48% of its  outlets  compared to 46% in  
1998.                                                                           

   As a result  of our cold  equipment  strategy,  our  different  marketing
promotions  such as "Momentos  Coca-Cola"  or the Sprite NBA,  paired with the  
launching  of two new  products  Coca-Cola  Light  and Lift (an  apple  flavor  
product) our share of sales  increased to a new record of 66.7% an increase of  
5.3 points.                                                                     

   In  addition  to  our  marketing   programs,   Panamco   Colombia  has  a
distribution  strategy called the "Mini-Bodegas"  (small shopkeepers) program,  
designed to supply our  products to  hard-to-reach  areas  without  increasing  
distribution  costs.  Through  this  program,   Panamco  Colombia  distributes  
products  to small  shopkeepers  who,  in turn,  deliver  products to crowded,  
hard-to-reach neighborhoods.                                                    

   Panamco Colombia's "At-Hand  Consumption"  program  strategically  places
ambulatory vendors carrying cold Coca-Cola products everywhere people gather.   

   The "School"  program is geared  towards  creating  brand  preference and
increased purchases in schools through innovative packaging and presentations.  

   Panamco  Colombia  also trains its clients on how to use and maintain our
merchandizing  materials to increase  product sales.  To ensure  merchandizing  
quality representatives of Panamco Colombia's sales force regularly visit with  
clients and evaluate the effectiveness of their merchandising efforts.          

   To maximize the efficiency of its distribution network,  Panamco Colombia
continues  to refine its  distribution  strategy by  increasing  the number of  
presell and auto-sale  clients and by  significantly  increasing  distribution  
through small  shopkeepers.  These  measures have reduced the number of trucks  
needed  for each  route  and  improved  client  satisfaction  as well as truck  
utilization.  Panamco Colombia also implemented a new plant design that allows  
trucks to be unloaded and  reloaded  30% more rapidly than before,  permitting  
more clients to be reached every day.                                           

Venezuela                                                             

   As one of our newer  subsidiaries,  Panamco Venezuela  continues to focus
its   efforts   on    developing    high-volume    clients   in    traditional  
channels--supermarkets,   grocery  stores,  liquor  stores,  bakeries--through  
improved merchandising. Panamco Venezuela provides continuous support to these  
clients to ensure our products are given the largest  spaces,  best  positions  
and appropriate point-of-sale material.                                         

   During 1999, Panamco Venezuela  continued  equipping its existing outlets
with  appropriate cold product  equipment,  increasing the aggregate number of  
units of cold  product  equipment  in the market by 18.9% to almost 69.1 units  
per 10,000 inhabitants in the franchise territory. Marketing activities during  
the year included targeted local  advertising,  consumer and trade promotions,  
and alluring  events.  At December 31, 1999, the Coca-Cola brand led competing  
brands by 15 percentage points.                                                 

   We continue our programs to develop  high-volume  clients in  traditional
channels, and to equip retailers with cold product equipment. During the year,  
we installed  26,000 new cold product  units,  increasing  our coverage of the  
market  from less than 60 units per  10,000  inhabitants  to over 68 units per  
10,000 inhabitants.                                                             

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   Our program to segment various  in-country markets led to the development
of a more focused  geographic  regional  targeting  program and  allocation of  
resources,  as  well  as the  expansion  of new  nontraditional  channels.  In  
Venezuela,  80% of the population is concentrated  in the lower  socioeconomic  
strata,  and most of the  population  lives in the  neighborhoods  surrounding  
urban areas. During the year, we developed new channels and increased our cold  
product   availability  in,  as  well  as  improved   distribution  to,  these  
neighborhoods.  As a result, sales to these areas increased significantly.  We  
also began to service new neighborhoods.                                        

   We look forward to continuing to further  refine our Venezuela  strategy,
as we believe significant opportunities remain in that country.                 

Central America                                                       

   We  continue  the  rollout  of our core  initiatives  to boost per capita
consumption in Central America.  Efforts to bring Coca-Cola products closer to  
the consumer  included  the  introduction  of the "100 Meters  Program" to the  
Guatemalan  market  and its  expanded  rollout  to all areas of Costa Rica and  
Nicaragua.                                                                      

   We continue to focus on increasing take-home  consumption by implementing
initiatives to boost sales in mini markets and small grocery stores (the "Mini  
Market"  project),  and continue our  development of high-volume  clients.  In  
order to  increase  sales in these  channels,  we provide  consumer  and trade  
promotions with aggressive pricing on selected presentations.                   

   We support these  initiatives with aggressive  strategic cooler placement
and merchandising.  We have also been making a concerted effort to upgrade the  
presentation  of our  products in all  establishments,  both  traditional  and  
nontraditional,   by  instituting  company-wide  merchandising  standards  and  
supplying outlets with the appropriate equipment and point-of-sale materials.   

   In response to the continued  shift toward  nonreturnable  presentations,
Panamco Central America  launched a number of new  presentations,  including a  
1.5 liter non returnable  presentation in Guatemala and Nicaragua and a 600 ml  
presentation in Costa Rica. As a result of our programs in Central America our  
market  share  has  increased  by 6.2  percentage  points in Costa  Rica,  2.5  
percentage points in Nicaragua and 1.0 percentage point in Guatemala.           

   With the view of increasing  the  efficiency of our  distribution  in the
region and  improving  service to  clients,  we began  servicing  new  routes,  
introduced mini-warehouses and upgraded the vehicle fleet.                      

Raw Materials and Supplies                                                      

   Soft drinks are produced by mixing water,  concentrate and sweetener.  We
process the water we use in our soft  drinks to  eliminate  mineral  salts and  
disinfect  it  with  chlorine.  We then  filter  it to  eliminate  impurities,  
chlorine  taste,  trace metals and odors.  We combine the purified  water with  
processed sugar or high fructose (or artificial sweeteners in the case of diet  
soft drinks) and concentrate.  To produce carbonation we inject carbon dioxide  
gas into the mixture. Immediately following carbonation, we bottle the mixture  
in pre-washed  labeled  bottles.  We maintain a quality control  laboratory at  
each  production  facility where we test raw materials and analyze  samples of  
soft drink  products.  All our sources of supply for raw materials are subject  
to the approval of The Coca-Cola Company.                                       

   Concentrates. We purchase concentrates from The Coca-Cola Company for all
Coca-Cola products, as well as from other sources for our other products.       

   Water and sugar. We obtain water from various sources, including springs,
wells,  rivers and municipal  water systems.  Sugar is plentiful in all of our  
territories  as each of  Mexico,  Brazil,  Colombia,  Costa  Rica,  Venezuela,  
Nicaragua and Guatemala is a producer of sugar.  We purchase our  requirements  
from various suppliers in each country.                                         

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   Carbon  dioxide.  We  purchase  all of our  supply of carbon  dioxide  in
Colombia,  Costa Rica and  Venezuela  and most of our  supply for Brazil  (the  
balance being produced at our bottling plant in Brazil) from Praxair.  Panamco  
Mexico  purchases  its  supply  of  carbon  dioxide  gas from two of the three  
suppliers in Mexico.  Panamco Nicaragua and Panamco  Guatemala  purchase their  
supply of carbon  dioxide  from  Carbox,  a  supplier  located  in  Guatemala.  
Alternate suppliers are available in all the countries where we operate.        

   Bottles,  caps and other packaging  materials.  We usually purchase glass
bottles, plastic soft drink containers,  plastic bottle caps, cans and general  
packaging  materials  locally in each  country  from  various  suppliers.  Our  
supplies of plastic bottles in all of our  territories  are generally  sourced  
from single  suppliers of such  bottles in each  country,  although  there are  
alternative  suppliers.  Panamco  Colombia has  facilities  to produce a small  
portion of its own disposable plastic bottles and owns 20% of Comptec, S.A., a  
joint  venture with a  subsidiary  of The  Coca-Cola  Company and other Andean  
bottlers formed to produce returnable and disposable plastic bottles.  Panamco  
Costa Rica owns a plastics business, which supplies plastic bottles for all of  
Panamco Costa Rica's  requirements  and to other customers in Central America,  
including Panamco Nicaragua and Panamco Guatemala.                              

   We  purchase  metal  bottle  caps  primarily  from  the  Zapata  group of
companies, which have manufacturing facilities in Mexico, Brazil and Colombia.  
One of the  companies in the Zapata group owns 60%, and Panamco  Colombia owns  
40%, of Tapon Corona,  S.A., a Colombian company that manufactures bottle caps  
for Panamco  Colombia,  Panamco  Venezuela and other  customers.  Panamco Cost  
Rica, Panamco Nicaragua and Panamco Guatemala  currently purchase their bottle  
caps from H.C. Industries, a third-party supplier.                              

   We have  facilities  in Mexico,  Brazil,  Colombia and Costa Rica,  which
produce plastic cases for carrying bottles.  The Costa Rican facility supplies  
Panamco  Nicaragua  and Panamco  Guatemala.  Plastic is  purchased  locally or  
imported when necessary.  Plastic cases in Venezuela are purchased mainly from  
Gaveras Plasticas Venezolanas, C.A. Other local suppliers are also available.   

   In  addition  to its  bottling  operations,  Panamco  Brasil also has the
capacity to produce  cans for canned  soft drinks at its Jundiai  plant and to  
produce  plastic  bottles at its  bottling  facility  in Matto  Grosso do Sul.  
Panamco Mexico owns approximately 14.9% of Industria  Envasadora de Queretaro,  
S.A. de C.V., a canning  cooperative  for products of The Coca Cola Company in  
Mexico.  Panamco  Colombia  has the  capacity to produce  cans for canned soft  
drinks at one of its Bogota plants, but currently imports cans because of cost  
advantages. Panamco Venezuela has the capacity to produce cans for canned soft  
drinks at three of its plants.  Panamco  Central America imports cans from The  
Coca-Cola Company bottler in El Salvador, EMBOSALVA S.A.                        

   Other.  Many of the raw  materials  and supplies  used in  Venezuela  are
purchased from companies owned by members of the Cisneros  family,  the former  
owners of Panamco Venezuela.  We believe the terms of such arrangements are no  
less favorable to us than those that could be obtained from independent  third  
parties.                                                                        

   Panamco Colombia has its own facilities to manufacture  post- and pre-mix
dispensers (for on-premises preparation of soft drinks).  Panamco Colombia has  
expanded this operation to manufacture its own beverage coolers, which it also  
sells to our other operating subsidiaries.  In 1999, Panamco Colombia acquired  
a minority  interest in Ingenio San Carlos,  a Colombian  sugar  producer.  In  
connection  with  this  acquisition,  Panamco  Colombia  has  entered  into  a  
long-term supply agreement with Ingenio San Carlos for sugar.                   

   Panamco  Mexico  and  Panamco  Cost Rica  manufacture  their own  racking
systems for their route trucks and freight vehicles.                            

Production                                                                      

 Our subsidiaries own and operate a total of 48 bottling plants, with 10
in Mexico, three in Brazil, 18 in Colombia, one in Costa Rica, 14 in            
Venezuela, 1 in Nicaragua and one in Guatemala. The totals include two plants   
in Mexico, one plant in Brazil and one in Colombia, which we use exclusively    
to bottle mineral water at the source. The plants have                          

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over 158  bottling  lines  with an  installed  capacity  of over  880  million  
physical cases a year  (assuming 400 production  hours per month for 11 months  
per year,  with one month  reserved  for  maintenance).  In order to  increase  
production  efficiency  and reduce costs we have  implemented  cost  reduction  
plans at all of our subsidiaries.                                               

   As part  of  Panamco  Mexico's  initiatives  to  reduce  costs,  increase
efficiency and maximize product quality,  in 1998 Panamco Mexico  instituted a  
program of continuous audits designed to ensure that  manufacturing  equipment  
and systems, as well as human capital, performed to the highest standards.      

   Panamco  Brasil's  Jundiai  plant  is the  largest  and  one of the  most
sophisticated  manufacturing  complexes in The Coca-Cola  Company system.  Our  
Jundiai plant has annual production capacity of 250 million unit cases and has  
obtained  ISO  9002 and  14001  certificates  for  quality,  productivity  and  
environmental safety.                                                           

Competition                                                                     

   The beverage business in our franchise territories is highly competitive.
Our  principal  competitors  are  bottlers of Pepsi  products and bottlers and  
distributors of nationally and regionally advertised and marketed soft drinks.  
Our principal  competitions in each of our franchise territories are set forth  
below.                                                                          

Mexico                                                                          

   Our principal competitors in Mexico are bottlers of Pepsi products, whose
territories  overlap, but do not precisely match ours. We compete with Geupec,  
Group Regordosa and  Embotelladora  del Valle,  S.A. for share of sales in our  
territories.                                                                    

Brazil                                                                          

   In Brazil our main competitors were Brahma and Antarctica,  both of which
were beer  bottlers  that offered  soft drinks as a  complement  to their beer  
businesses.  Brahma is also the sole bottler of Pepsi in Brazil. In July 1999,  
Brahma and Antarctica  announced a merger to form AmBev. In March 2000,  AmBev  
received the necessary regulatory approval and assumed the bottling businesses  
of both Brahma and Antarctica.  AmBev is our largest individual  competitor in  
Brazil. We also compete with "tubainas",  which are small,  local,  lower cost  
producers of flavored  soft drinks.  Tubainas are local shops that produce "no  
frills" flavored soft drinks in 2-liter presentations for at home consumption.  
They market their  products  primarily in  supermarkets.  Tubainas  have lower  
overhead  and we believe  that they  often do not comply  with local tax laws,  
which enables them to offer lower cost products.                                

Colombia                                                                        

   In Colombia our  principal  competitor  is Postobon,  a  well-established
bottler of both nationally  advertised flavored soft drink products and Pepsi.  
In response to the decision by Postobon to enter the beer market,  Bavaria,  a  
large beer bottler,  entered the Colombian flavored soft drink market in 1994.  
The owners of Postobon and Bavaria hold other significant commercial interests  
in Colombia,  including  most of Colombia's  television and radio networks and  
interests in manufacturers of glass bottles.                                    

Venezuela                                                                       

   The Venezuelan  Bottlers  until August 1996 were the authorized  bottling
companies of products of Pepsi in Venezuela.  In August of 1996 the Venezuelan  
bottlers  entered into a bottling  agreement  with The  Coca-Cola  Company and  
became their  authorized  bottler in Venezuela.  Subsequently,  on November 2,  
1996, Pepsi granted the franchise for its territories in Venezuela to Sopresa,  
a joint venture formed between Pepsi and Empresas Polar S.A., the leading beer  
distributor in Venezuela. Sopresa is our principal competitor in Venezuela.     

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Central America                                                                 

   Newport  Bottler  (Pepsi  bottler) is our  principal  competitor in Costa
Rica, and The Central  American  Bottling  Corporation  (Pepsi bottler) is our  
principal competitor in Nicaragua and Guatemala.                                

   In addition to competition  from other soft drink  producers,  carbonated
soft drink products  compete with other major  commercial  beverages,  such as  
coffee, tea, milk, beer and wine, as well as noncarbonated soft drinks, citrus  
and noncitrus fruit juices and drinks and other beverages.                      

   Soft drink bottlers also compete for sales share through distribution and
availability  of  products,   pricing,  service  provided  to  retail  outlets  
(including  merchandising  equipment,  maintenance  of bottle  inventories  at  
appropriate levels and frequency of visits),  product packaging  presentations  
and consumer promotions. In recent years, price discounting by our competitors  
has been a means of  obtaining  sales  share in  Brazil,  Colombia  and,  more  
recently, Venezuela. See "--Marketing" and "--Distribution".                    

   Our consumer promotions are guided primarily by The Coca-Cola Company and
take  the form of  contests,  television,  radio  and  billboard  advertising,  
displays, merchandising and sampling.                                           

Employees                                                                       

   At December 31, 1999, we employed  approximately 30,700 people (including
temporary workers, but excluding independent distributors).  Approximately 35%  
of our employees are members of labor unions, most of whom are in Mexico. Most  
of the  employees in Colombia are covered by non-union  collective  bargaining  
agreements.  The collective  bargaining agreements for both unionized and non-  
unionized employees are negotiated separately for each bottling subsidiary, or  
in some instances, for each plant. In Mexico, collective bargaining agreements  
are renegotiated annually with respect to wages and biannually with respect to  
benefits. In Colombia and Venezuela,  all collective bargaining agreements are  
negotiated biannually.                                                          

   Panamco Mexico pays employees amounts usually equal to 10% of its taxable
income,  adjusted in accordance with local labor laws. The Mexican  government  
also  requires  employers  to set  aside a  percentage  of  employee  wages in  
retirement accounts. In addition,  both employers and employees in Mexico must  
contribute  amounts to the national health care system and a workers'  housing  
fund. In Colombia,  Brazil, Costa Rica and Nicaragua,  employers and employees  
contribute to employee  retirement  accounts and to their national health care  
systems.  A profit- sharing program has been implemented in Venezuela pursuant  
to which  employees are entitled to receive an additional  payment equal to at  
least  15  days'  wages  (but  not  more  than  four  months'  wages),  and  a  
profit-sharing  program  was  established  in  Brazil in 1997.  In Mexico  and  
Nicaragua,  employees are entitled to a mandatory Christmas bonus in an amount  
equal to 15 days and one month's  salary,  respectively.  If an  employee  has  
worked for a company less than one year, that  employee's  bonus is reduced in  
proportion to the amount of time such employee was not employed. In Guatemala,  
employees receive a mandatory bonus in the form of a three-month payment based  
upon the salary paid during the preceding six months.                           

   We believe that our  relationship  with our  employees  is good.  We have
voluntarily  instituted  and  maintained  popular  benefits for our  employees  
including housing loans.                                                        

   The labor laws in each of the seven countries in which we operate require
certain  severance  payments upon involuntary  termination of employment.  See  
"Item 3.--Legal Proceedings".                                                   

Franchise Arrangements                                                          

   We have the right to sell The Coca-Cola Company's products, certain other
soft drinks and certain  bottled water products  pursuant to bottling or other  
similar agreements described below.                                             

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   The  Coca-Cola  Company's   Products.   The  Coca-Cola  Company  (or  its
subsidiaries)  has entered into exclusive  bottling  agreements (the "Bottling  
Agreements")  with each of our bottling  subsidiaries  (the  "Bottlers").  The  
Bottling  Agreements  expire on various  dates.  In 1995, we and The Coca-Cola  
Company agreed that all bottling  agreements of our Mexican  subsidiaries will  
have a uniform term ending in 2005,  renewable for additional  ten-year terms.  
In 1999,  The Coca-Cola  Company  entered into a bottling  agreement  with our  
Colombian  subsidiary  for  a  five-year  term.  In  general,  the  Brazilian,  
Venezuelan,   Nicaraguan,  Costa  Rican  and  Guatemalan  agreements  are  for  
five-year terms, renewable for additional five-year terms.                      

   The  Bottling   Agreements   regulate  the   preparation,   bottling  and
distribution of beverages in the applicable franchise territory.  The Bottling  
Agreements  authorize the Bottlers to use the concentrates  purchased from The  
Coca-Cola Company to bottle,  distribute and sell a variety of beverages under  
certain brand names and in certain approved  presentations  and to utilize the  
trademarks of The Coca-Cola Company to promote such products.                   

   The  Coca-Cola  Company  reserves  the right to market  independently  or
license post-mix products, although we believe that The Coca-Cola Company will  
not exercise these rights as long as we  aggressively  pursue the marketing of  
their products in our territories.  The Bottlers must purchase the concentrate  
from The  Coca-Cola  Company and follow The Coca-Cola  Company's  exact mixing  
instructions.  Each Bottler may purchase only the  quantities of  concentrates  
required in  connection  with its business and must use them  exclusively  for  
preparation  of the beverages and for no other  purpose.  The Bottlers may not  
sell concentrate to third parties without The Coca-Cola Company's consent.      

   In the event of a problem with the quality of a beverage,  The  Coca-Cola
Company may require the Bottler to take all necessary measures to withdraw the  
beverage from the market. The Coca-Cola Company must also approve the types of  
container  used in bottling  and  controls  the design and  decoration  of the  
bottles,  boxes, cartons,  stamps and other materials used in production.  The  
agreements grant The Coca-Cola Company the right to inspect the products.       

   The prices The Coca-Cola Company may charge us for concentrates are fixed
by The Coca-Cola  Company from time to time at its  discretion.  The Coca-Cola  
Company  currently  charges us a percentage of the weighted average  wholesale  
price  (net of  taxes)  of each  case  sold to  retailers  within  each of our  
franchise territory.  At present, we make payments to The Coca-Cola Company in  
U.S.  dollars for  purchases of  concentrates  by Panamco  Venezuela,  Panamco  
Nicaragua,  Panamco  Colombia  and  Panamco  Guatemala.  Purchases  by Panamco  
Mexico,  Panamco Brasil and Panamco Cost Rica are made in local  currency.  We  
pay no additional compensation to The Coca-Cola Company under the licenses for  
the use of the associated  trade names and  trademarks.  Subject to local law,  
The  Coca-Cola  Company  has the  right to limit the  wholesale  prices of The  
Coca-Cola Company's products.                                                   

   As it has in the past,  The  Coca-Cola  Company  may, in its  discretion,
contribute to our advertising and marketing  expenditures as well as undertake  
independent  advertising  and market  activities.  The  Coca-Cola  Company has  
routinely  established annual budgets with us for cooperative  advertising and  
promotion programs.                                                             

   The  Bottling  Agreements  require  the  Bottlers  to  maintain  adequate
production and distribution  facilities,  quality control  standards and sound  
financial  capacity and to meet certain reporting  requirements.  The Bottling  
Agreements  also  prohibit  the  Bottlers  from   distributing  The  Coca-Cola  
Company's products outside their territories and from producing any other cola  
beverages.  In  addition,  the  Bottling  Agreements  require us to obtain The  
Coca-Cola  Company's  approval  before  we can  produce  or  distribute  other  
nonalcoholic beverages.                                                         

   The  Bottlers  may  not  assign,   transfer  or  pledge  their   Bottling
Agreements, or any interest therein, whether voluntarily,  involuntarily or by  
operation  of  law,  without  the  prior  consent  of The  Coca-Cola  Company.  
Moreover, the Bottlers may not enter into any contract or other arrangement to  
manage or participate in the management of any other bottler without the prior  
consent of The Coca-Cola  Company.  In addition,  we may not sell or otherwise  
transfer ownership of any of the Bottlers.                                      

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  Either party may terminate a Bottling Agreement in the event of a breach
by the other party which remains uncured after 60 days. If a Bottler fails to   
comply with its obligations, The Coca-Cola Company may prohibit the production  
of The Coca-Cola Company's products until such noncompliance is corrected.      

Other Brands. The Bottlers in Colombia and Costa Rica have agreements 
with companies other than The Coca-Cola Company for the sale of locally         
recognized soft drink products and mineral water. These agreements contain      
provisions governing the production, marketing and sale of the beverages that   
are, in most instances, less stringent than the requirements contained in the   
Bottling Agreements discussed above. Panamco Cost Rica also has the Canada Dry  
franchise from a subsidiary of Cadbury Schweppes PLC for all of Costa Rica.     
Panamco Venezuela has an agreement for the sale and distribution of Schweppes   
soda and tonic water in Venezuela.                                              

Government Regulation                                                           

  Controls on Pricing and Promotions. Although there are none currently in
effect, in the last ten years the governments of Mexico, Brazil and Colombia    
have imposed formal price controls on soft drinks. Currently in Mexico and      
Colombia, for soft drinks as well as for other goods, price increases proposed  
by manufacturers are subject to the informal approval of the respective         
government. Until recently, the Mexican government also limited the types of    
presentations for soft drinks. In Brazil, the government is recommending that   
manufacturers maintain price levels in line with a trailing four-month average  
of their historic price increases. Each of the governments of the countries in  
which we operate regulates some of our promotional activities such as cash      
prize contests.                                                                 

 Environmental Regulation. We spent $9 million in 1998 on plant upgrades
designed to meet environmental objectives. In 1999 we spent $12 million for     
such purposes. See "Item 9.--Management's Discussion and Analysis of Financial  
Condition and Results of Operations--Capital Expenditures". We must comply      
with local permit requirements for constructing and expanding facilities,       
drilling wells, drawing water from rivers and discharging effluent.             

   Intellectual Property. The intellectual property laws of the countries in
which we operate require a proprietary owner of trademarks used in the          
operation of franchises in the countries to make certain filings with the       
government to protect the trademark. We have made all necessary filings to      
protect our proprietary trademarks. To the best of our knowledge, The           
Coca-Cola Company and the owners of the other trademarks we use have made the   
necessary filings to protect their respective trademarks.                       

   See also "Item  6.--Exchange  Controls  and Other  Limitations  Affecting
Security Holders".                                                              

Political, Economic and Social Conditions in Latin America                      

   In addition to the governmental regulations that have been imposed on our
operations, the Latin American markets in which we operate are characterized    
by volatile, and frequently unfavorable, political, economic and social         
conditions. See "Risk Factors--Volatile and frequently unfavorable political,   
economic and social conditions in the markets in which we operate could         
adversely affect our business". High inflation and, with it, high interest      
rates are common. In 1999, the per annum inflation rates were approximately     
12% in Mexico, 8% in Brazil, 10% in Colombia, 20% in Venezuela, 10% in Costa    
Rica, 7% in Nicaragua and 5% in Guatemala. The governments in these countries   
have often responded to high inflation by imposing price and wage controls or   
similar measures, although currently there are no formal soft drink price       
controls in any of the countries. These countries have also experienced         
significant currency fluctuations. See "--Currency Devaluations and             
Fluctuations".                                                                  

  The political, economic and social conditions in each of these countries
create a challenging environment for businesses, including ours. Our business,  
earnings, asset values and prospects may be materially and adversely affected   
by developments with respect to inflation, interest rates, currency             
fluctuations, government policies, price and wage controls, exchange control    
regulations, taxation, expropriation, social instability, and other political,  
economic or social conditions or developments in or affecting Latin America.    
Although we have been able to operate successfully in Latin                     

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America for over 50 years, we have no control over these conditions and         
developments, and can provide no assurance that such conditions and             
developments will not adversely affect our operations.                          

We can be adversely impacted by inflation in many ways. In particular,
when wages rise more slowly than prices, inflation can erode consumer           
purchasing power and thereby adversely affect sales. Margins are diminished if  
product prices fail to keep pace with increases in supply and material costs.   
While we have been able in most recent years to increase prices in local        
currency terms overall at least as much as inflation, net sales in local        
currency terms may nevertheless remain flat or decrease if, among other         
things, inflation or high unemployment diminishes consumer purchasing power,    
as has been the case recently in Colombia and Venezuela. Although we expect     
that prices will generally keep pace with inflation in the near term, sales     
volume may decline and supply and material costs may rise more rapidly than     
prices in the future. See "Item 9.--Management's Discussion and Analysis of     
Financial Condition and Results of Operations". See also the discussion under   
"--Currency Devaluations and Fluctuations" regarding the impact of              
devaluations on net sales in dollars.                                           

The governments in the countries in which we operate have historically
exercised substantial influence over many aspects of their respective           
economies. In recent years, these governments have implemented important        
measures to improve their economies. The current political climate in these     
countries may create significant uncertainty as to future economic, fiscal and  
tax policies.                                                                   

Mexico                                                                          

In Mexico, the early 1990s were marked by the economic reforms of the 
Salinas administration and the passage of the North American Free Trade         
Agreement. However, the Mexican government was not able to sustain this         
progress, and a series of political and economic events created considerable    
economic adversity, political instability and uncertainty. The peso was         
devalued substantially in December 1994 and continued to depreciate in 1995.    
The exchange rate increased from approximately 3.4 Mexican pesos per U.S.       
dollar as of November 30, 1994 to approximately 7.7 Mexican pesos per U.S.      
dollar as of December 31, 1995. The devaluation in 1995 was in part prompted    
and aggravated by significant outflows of foreign capital, which in turn        
resulted in a liquidity crisis for the Mexican government. Political events     
also contributed to Mexico's economic problems, and have compounded the         
difficulties facing the government in solving these problems. The original      
presidential candidate of the ruling Institutional Revolutionary Party (the     
"PRI"), Luis Donaldo Colosio, was assassinated on March 23, 1994. The PRI       
Secretary General Jose Francisco Ruiz Massieu was assassinated on September     
28, 1994. The brother of former President Carlos Salinas de Gortari was         
arrested on charges of conspiracy in the assassination of Secretary General     
Ruiz Massieu and has been under investigation in other criminal matters.        
Controversy surrounded the investigations of such assassinations and the        
ensuing legal proceedings and created strains within the PRI, which has         
continued to decline in popular support. In July 1997, the PRI, which has       
ruled Mexico since 1929, lost its absolute majority in the lower house of the   
Mexican Congress. There has been uncertainty regarding the fairness of          
elections, and the uprisings in the Chiapas region have contributed further to  
Mexico's instability.                                                           

In 1995, the United States, the International Monetary Fund and other 
entities put together a $52 billion credit package for Mexico, which Mexico     
repaid in early January of 1997. In addition, the Mexican government            
implemented various emergency measures, including restrictive monetary          
policies and fiscal reforms aimed at increasing public revenues and reducing    
public sector expenditures. Presidential elections are scheduled to take place  
in 2000 in Mexico.                                                              

Brazil                                                                          

  In Brazil, the government has had some success in controlling inflation,
although there can be no assurance that this success will continue. In          
addition, in recent years there have been allegations of government             
improprieties, which have adversely affected its ability to implement a         
successful economic program. Midway through 1994, the government of Brazil      
launched an economic stabilization program, the Real Plan, which improved       
economic conditions in Brazil. Inflation, which had been at double-digit        
monthly rates, has decreased, purchasing power improved and the consumption of  
goods and services began to increase. However, in January 1999, the Brazilian   
government decided to modify its                                                

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exchange policy, discontinuing its band system and allowing the real to trade   
freely. As a result, the real has experienced extreme volatility. On January    
29, 1999, the real was trading at 2.20 reals per U.S. dollar, which             
represented an 80% devaluation in comparison to the December 31, 1998 rate. On  
March 31, 1999, the real had revalued from its lowest levels and was trading    
at 1.71 reals per U.S. dollar. On December 31, 1999, the real again devalued    
to 1.97 reals per dollar. During the first quarter of 1999, the Brazilian       
Government sought the support of the International Monetary Fund, which has     
authorized the use of previously approved support funds in an aggregate amount  
of approximately $6.5 billion for 1999. See "--Currency Devaluations and        
Fluctuations". Although the modification of the exchange policy did not         
significantly exacerbate inflation during 1999, unemployment increased and      
wages in real terms fell. Lower wages in real terms reduced consumer            
purchasing power in Brazil, which is reflected in our lower sales for 1999. We  
are not able to predict the long-term effects any of these conditions on the    
Brazilian real/U.S. dollar exchange rate or the Brazilian economy and           
financial markets, in general, or upon us, in particular.                       

Colombia                                                                        

   In Colombia,  Andres Pastrana Arango,  leader of the Conservative  Party,
was elected to the office of the  presidency in July 1998,  ending 12 years of  
control  by the  Liberal  Party.  Mr.  Pastrana's  pledge to seek  peace  with  
revolutionary  guerilla forces,  halt traffic in narcotics and improve general  
economic conditions has not been successful and guerilla violence escalated in  
1999.  Violence  resulting  from  guerilla  movements and traffic in narcotics  
continues.  Many  businesses,  including  ours,  have been the victims of such  
violence  on  occasion.  All such  losses  suffered  by us in 1999 were  fully  
covered by insurance. On June 29, 1999, in the face of economic pressures, the  
Colombian  Central Bank lowered the band in which the Colombia  peso trades by  
9%, which resulted in a significant devaluation.  See "--Currency Devaluations  
and Fluctuations--Colombia." Currently Colombia is in a recession.              

Venezuela                                                                       

   In  Venezuela,  in February  1992 and November  1992,  military  officers
unsuccessfully  tried to overthrow the  government of President  Carlos Andres  
Perez,  and certain  constitutional  rights and  guarantees  were  temporarily  
suspended.  In 1993, impeachment  proceedings were initiated against President  
Perez on charges of embezzlement and misappropriation of government funds, and  
Ramon J. Valasquez was elected to serve for the remainder of President Perez's  
term. Rafael Caldera was elected President on December 5, 1993, and he assumed  
office on February 2, 1994. In 1994, in response to large budget  deficits and  
a crisis in the banking sector,  and pursuant to special  authority granted by  
the  Venezuelan  Congress,   President  Caldera's  administration  temporarily  
imposed  controls on foreign  exchange  transactions and on prices of consumer  
goods and services and required mandatory bonus payments be paid to workers to  
assist in covering  food and  transportation  costs.  In  addition,  President  
Caldera's administration was given full and direct control over the Venezuelan  
banking system.  In April 1996, the Venezuelan  government lifted the controls  
on  foreign  exchange  transactions  and most of the  controls  on  prices  of  
consumer  goods and  services,  and in July 1996,  the  Venezuelan  government  
lifted the suspension of constitutional rights in all territorial areas except  
certain border areas.  We do not know if such controls or suspensions  will be  
reimposed.  Venezuela has also experienced  significant currency fluctuations.  
See "--Currency Devaluations and Fluctuations".  The Venezuelan government has  
exercised, and continues to exercise,  significant influence over many aspects  
of the Venezuelan economy.                                                      

   On December 6, 1998,  Hugo Chavez  Frias was elected to the office of the
presidency  with 56% of the vote (the largest margin in a democratic  election  
in Venezuela).  Mr. Chavez was inaugurated in February 1999. Mr. Chavez's main  
reform and action  plans  include  the  opening of the  Venezuelan  economy to  
foreign investment,  the privatization of certain state-owned  utilities,  the  
reform of the tax system and the  implementation of a Constitutional  Assembly  
in order to rewrite the Venezuelan Constitution.                                

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   The final draft of the new  Constitution  was completed in November 1999,
and was  approved  by  referendum  in  December  1999.  The  new  Constitution  
provides, among other things:                                                   

(a)   A new name for the country, to be named the Bolivarian Republic of
Venezuela;                                                  

 (b)   The allowance for military personnel to participate in the election
of public powers;                                           

  (c)   Presidential term of six (6) years with the option to seek immediate
reelection for one (1) additional term;                     

(d)   The creation of a one (1) chamber congress;                       

  (e)   The  ratification  of the oil  industry  as a  strategic  source  of
        sovereignty and economic policy, allowing joint ventures and private
capital investments in some areas;                          

  (f)   The  creation of two (2) new public  powers  besides the  executive,
        legislative  and  judicial to be named the  electoral  power and the
citizens power.                                             

   In December of 1999,  the northern  part of Venezuela  was  devastated by
severe flooding, causing losses to the company of approximately $3.6 million.   

Costa Rica                                                                      

   In Costa Rica,  Miguel Angel  Rodriguez  was elected to the office of the
presidency in 1998 by a narrow margin,  and faces  considerable  opposition in  
Congress.  Attempts by Mr. Rodriquez and his  administration  to build support  
for their  economic  liberalization  policies  have been  limited in  success.  
Although inflation,  interest rates and the exchange rate have been relatively  
stable,  low  coffee  and  banana  prices in the  international  markets  have  
adversely  impacted  the Costa Rican  economy,  which is heavily  dependent on  
coffee and banana exports. In addition, tourism, an important source of income  
in Costa Rica,  has declined as a result of relatively  high consumer  prices,  
security problems and competition from other tourist areas.                     

Nicaragua                                                                       

   In Nicaragua,  President  Arnoldo  Aleman  Lacayo,  who assumed office in
January 1997, has publicly declared his intentions to work for  reconciliation  
among the dominant political factions in Nicaragua,  but it is unclear whether  
he will be able to do so. Mr.  Aleman's  success has been limited by splits in  
his  political  party,  Partido  Liberal   Constitutucionalista   ("PLC").  In  
addition, conflicts over the ownership of properties previously confiscated by  
the  Sandinista  government  and  redistributed  during the  recent  period of  
agrarian reform have not been completely resolved.  The planned  privatization  
of certain state-owned utilities, which has been undertaken to satisfy certain  
conditions to continued  financial aid imposed by the  International  Monetary  
Fund,  has  been  delayed,  and  Nicaragua  continues  to face a large  fiscal  
deficit. The aftermath of Hurricane Mitch in 1998 has also hurt Nicaragua.      

Guatemala                                                                       

   In Guatemala,  Alfonso Portillo,  of the right wing opposition party, won
the December 1999 presidential  election.  The December election was the first  
election in Guatemala  since the end of its 36 year civil war. Mr.  Portillo's  
has  indicated  that  his top  priorities  will be  stabilizing  the  economy,  
combating high crime rates and advancing  privatizations,  which were begun by  
the administration of Alvaro Arzu.                                              

   1998  marked the first  anniversary  of the  signing  of the final  peace
accord  between  the  Guatemalan  government  and  the  Unidad  Revolucionaria  
Nacional  Guatemalteca  (the "URNG").  Mr. Arzu was successful in demobilizing  
the  guerrilla  forces of the  URNG,  but made only  limited  progress  in the  
important areas of constitutional  reforms  (particularly  reforms designed to  
protect the rights of indigenous peoples), settlement of land disputes and      

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socio-economic  improvements.  The Arzu  administration  and ruling  political  
party,  Partido de Avanzada,  faced opposition in Congress in their efforts to  
reform the Guatemalan  tax system and to increase the tax revenue  received by  
the Guatemalan  government,  which are conditions to the disbursement of loans  
and  donations  designated  as "peace  funds"  that have been  pledged  by the  
International Monetary Fund and other donors.                                   

Currency Devaluations and Fluctuations                                          

   In December 1994, the Bank of Mexico allowed the Mexican peso to float in
the free market, which resulted in an immediate and significant devaluation of  
the peso. The exchange rate increased from approximately 3.4 Mexican pesos per  
U.S.  dollar as of November 30, 1994 to  approximately  7.7 Mexican  pesos per  
U.S.  dollar as of December  31, 1995.  As of December 31, 1996,  the exchange  
rate was  approximately  7.8 Mexican pesos per U.S. dollar; as of December 31,  
1997, the exchange rate was  approximately  8.1 Mexican pesos per U.S. dollar;  
as of December 31, 1998, the exchange rate was approximately 9.9 Mexican pesos  
per  U.S.  dollar;  and  as  of  December  31,  1999  the  exchange  rate  was  
approximately 9.5 Mexican pesos per U.S. dollar.                                

   The  devaluation  of the Mexican  peso in 1995 and the  related  economic
conditions  in Mexico  had a  significant  adverse  impact on the  results  of  
operations   and   financial   condition  of  Panamco   Mexico  in  1995  and,  
consequently,  on the results of  operations  and  financial  condition of the  
Company  in 1995.  The  carrying  value of the  assets of the  Panamco  Mexico  
subsidiaries in our consolidated accounts was also adversely affected.  During  
1996,  1997 and 1998,  the peso was devalued by 2%, 3% and 22%,  respectively,  
and during 1999 was revalued by 4%.                                             

   In January 1999, the Brazilian  government decided to modify its exchange
policy,  discontinuing  its band system and allowing the real to trade freely.  
As a result, the real has experienced extreme volatility. On January 29, 1999,  
the real was  trading  at 2.05  reals per  dollar,  which  represented  an 80%  
devaluation  in  comparison  to the December 31, 1998 rate. On March 31, 1999,  
the real had revalued from its lowest levels and was trading at 1.72 reals per  
dollar.  The  Brazilian  real  exchange  rate as of December 31, 1999 was 1.79  
reals per U.S.  dollar  compared to 1.21 reals per U.S.  dollar as of December  
31, 1998 representing a 48% devaluation, between average exchange rate of 1999  
and 1998  the  devaluation  was  approximately  56%.  The  devaluation  of the  
Brazilian  real  adversely  impacted the results of the  operations of Panamco  
Brasil by approximately $28 million in 1999.                                    

   On June 27, 1994, the Venezuelan  government  established certain foreign
currency  exchange  controls and soon thereafter  fixed the official  exchange  
rate  between the  Venezuelan  bolivar  and the U.S.  dollar.  Currently,  the  
Central Bank of Venezuela  intervenes  in the market to maintain such exchange  
rate within a range that is 7.5% above and 7.5% below a reference rate that it  
sets.  There can be no  assurance  that the  Central  Bank of  Venezuela  will  
continue its current  exchange rate policy or that the  Venezuelan  government  
will not  impose  foreign  exchange  restrictions  in the  future  or that the  
bolivar will not continue to decline in value with respect to the U.S. dollar.  
Any such imposition or decline could adversely affect our financial  condition  
and results of operations. In 1999, the currency devaluation rate in Venezuela  
was approximately 15%.                                                          

   On June  29,  1999,  in the face of  economic  pressures,  the  Columbian
Central Bank lowered the band in which the Colombian  peso trades by 9%, which  
resulted in  significant  currency  devaluations.  On  September  30, 1999 the  
Columbian  peso was trading at  2,017.27  Colombian  pesos per  dollar,  which  
represented  an 31%  devaluation  in comparison to the December 31, 1998 rate.  
The  Colombian  peso  exchange  rate as of  December  31,  1999  was  1,873.77  
Colombian pesos per U.S. dollar compared to 1,542.11  Colombian pesos per U.S.  
dollar as of December 31, 1998  representing  a devaluation  of  approximately  
22%.                                                                            

   As a general matter,  because our consolidated  cash flow from operations
is  generated  exclusively  in the  currencies  of Mexico,  Brazil,  Colombia,  
Venezuela,  Costa Rica, Nicaragua and Guatemala, we are subject to the effects  
of fluctuations in the value of these currencies.  Each of these countries has  
historically  experienced  significant currency  devaluations  relative to the  
U.S. dollar. Such devaluations alone have generally not adversely affected the  
profitability  of  our  subsidiaries,   measured  in  local   currencies,   as  
substantially   all  costs  of  sales  and  expenses  are  incurred  in  local  
currencies.  However,  in general,  such  devaluations are accompanied by high  
inflation and declining purchasing power,                                       

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which can adversely affect our sales as well as income. Because our   
financial statements are prepared in U.S. dollars, net sales (and other         
financial statement accounts, including net income) tend to increase when the   
rate of inflation in each country exceeds the rate of devaluation of such       
country's currency against the U.S. dollar. Alternatively, net sales (and       
other financial statement accounts, including net income) generally are         
adversely affected if and to the extent that the rate of devaluation of each    
country's currency against the U.S. dollar exceeds the rate of inflation in     
such country in any period. In addition, when dividends are distributed to us   
by our foreign subsidiaries, the payments are converted from local currencies   
to U.S. dollars, and any future devaluations of local currencies relative to    
the U.S. dollar could result in a loss of dividend income. For a discussion of  
devaluation rates in Mexico, Brazil, Colombia, Venezuela, Costa Rica,           
Nicaragua and Guatemala since 1996, see "Item 9.--Management's Discussion and   
Analysis of Financial Condition and Results of Operations--Inflation".          

In periods of high inflation and high interest rates, borrowings      
denominated in local currencies are more costly, while borrowings indexed to    
the U.S. dollar or other foreign currencies place the risk of devaluation on    
the borrower. In periods of devaluation, U.S. dollar denominated borrowings     
can generate income statement losses or charges against shareholders' equity,   
as occurred in 1995 as a result of the Mexican peso devaluation. We could be    
adversely affected by a devaluation of the Mexican peso, as in 1995, or         
similar conditions in other countries, if it becomes necessary to increase      
indebtedness in order to finance capital expenditures or for other purposes.    

ITEM 2. DESCRIPTION OF PROPERTY                                                 

Properties                                                                      

Our properties consist primarily of bottling, distribution and office 
facilities in Mexico, Brazil, Colombia, Venezuela, Costa Rica, Nicaragua and    
Guatemala. Panamco Mexico, Panamco Brasil, Panamco Colombia, Panamco            
Venezuela, Panamco Costa Rica, Panamco Nicaragua and Panamco Guatemala          
currently own and operate 10, 3, 18, 14, 1, 1 and 1 bottling plants,            
respectively. As of December 31, 1999, the Company owned or leased over 375     
warehouse distribution centers in its territories. See "Item 1.--Description    
of Business--Production" for additional information regarding our properties.   

As of December 31, 1999, the consolidated net book value of all land, 
buildings, machinery and equipment owned by the Company was approximately       
$1,218.4 million. These assets were subject to liens and mortgages securing     
lines of credit and other indebtedness. The aggregate amount of such            
indebtedness outstanding was $175.8 million as of December 31, 1999. The total  
annual rent paid by the Company in 1999 for its leased distribution and office  
facilities was approximately $8.9 million.                                      

ITEM 3. LEGAL PROCEEDINGS                                                       

Legal Proceedings and Claims Associated with the Venezuela Acquisition          

   In connection with the Venezuela Acquisition, in 1999, we received notice
of certain tax claims asserted by the Venezuelan taxing authorities, which      
mostly relate to fiscal periods prior to the Venezuela Acquisition. The claims  
are in preliminary stages and current aggregate of approximately $48.2          
million. We have certain rights to indemnification from Venbottling (a company  
owned by the Cisneros family) and The Coca-Cola Company for a substantial       
portion of such claims and intend to defend against them vigorously. Based on   
the information currently available, we do not believe that the ultimate        
disposition of these cases will have a material adverse affect on us. See       
"Items 9.--Management's Discussion and Analysis of Financial Condition and      
Results of Operations--Forward-Looking Statements".                             

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Potential  Imposition of Liabilities upon Resolution of Certain  Brazilian Tax  
Matters                                                                         

  Panamco Brasil has been the subject of administrative proceedings in the
Federal Revenue Office brought by Brazilian tax authorities seeking excise      
taxes, interest and fines in an amount equivalent to $34.1 million as of        
December 31, 1996. As of December 31, 1999, such amount had been reduced to an  
amount equivalent to approximately $3.5 million. Issues raised by the           
proceedings included whether freight costs should be included in the Brazilian  
Tax on Manufactured Products (the "IPI") and the calculation of the IPI rates   
on various beverages. In June 1997, the Brazilian Taxpayers' Council ruled      
unanimously in favor of Panamco Brasil with respect to the period from January  
1984 to December 1988, and this ruling is no longer subject to appeal. As a     
result, only proceedings related to the claim in respect of the six-month       
period ended June 30, 1989 remain pending. Because the Company believes it      
will ultimately not incur any liability, there is no reserve in the Company's   
financial statements in respect of these matters. The remaining proceedings     
are ongoing, and there can be no assurance as to the final outcome or, if such  
outcome is unfavorable, as to the amount of liability to be borne by the        
Company, which could be material. See Note 10 of "Notes to Consolidated         
Financial Statements".                                                          

  In addition, Panamco Brasil is the subject of administrative proceedings
in the Federal Reserve Office brought by Brazilian tax authorities seeking      
income taxes, interest with respect to credits taken in current periods and     
fines in an amount equivalent to $3.7 million as of December 31, 1999. Issues   
raised by the tax authorities include the deductibility of certain              
intercompany service payments. The Brazilian tax authorities prevailed at the   
initial administrative proceeding in 1991 and at the appellate administrative   
level in June 1993. Panamco Brasil has appealed the decision. In April 1998,    
the Brazilian Taxpayers' Council ruled unanimously in favor of Panamco Brasil.  
The amount in question represents approximately $1.8 million. This ruling is    
not subject to appeal. The Brazilian Taxpayers' Council, however, issued a      
ruling against a former subsidiary of Panamco Brasil. The amount in question    
represents approximately $1.9 million. Panamco Brasil has appealed this         
ruling. See Note 10 of "Notes to Consolidated Financial Statements".            

 Panamco Brasil is also the subject of administrative proceedings in the
Federal Reserve Office brought by Brazilian tax authorities seeking             
assessments with respect to tax credits taken during 1995 and 1996 relating to  
overpayments of certain value-added taxes in prior years. The assessments       
involve an amount approximately equivalent to $32.8 million as of December 31,  
1998 and relate to value-added taxes applied to samples, gratuities and credit  
sales. The Company has appealed the assessments. See Note 10 of "Notes to       
Consolidated Financial Statements".                                             

  In 1998, Panamco Brasil reversed an excise tax reserve recorded in prior
years for credits taken on purchases of concentrate from the Amazon region, in  
the northern part of Brazil. Those credits had been accrued for the period      
between February 1991 and February 1994. Although the Brazilian subsidiaries    
do not pay excise taxes on concentrate purchases from the Amazon region         
because it is a tax-free zone, the bottlers have claimed that they are          
nevertheless entitled to a corresponding credit against excise taxes payable    
upon all of the final products. The government disputed the claim and said a    
credit should exist only if the materials used in the production of the         
concentrate were entirely from the tax-free region. On August 15, 1991, the     
Brazilian Coca-Cola bottlers association, of which Panamco Brasil is a member,  
obtained a preliminary injunction against the Brazilian tax authorities         
permitting the bottlers to take credits against such excise taxes. Based on     
the injunction, Panamco Brasil had not been required to make payment of taxes   
in an amount equal to such credits, but had accrued a reserve for financial     
reporting purposes in the full amount of such credits. The injunction was       
lifted in May 1995 and the Brazilian Coca-Cola bottlers association appealed    
the decision.                                                                   

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During November 1999 the Brazilian Coca-Cola bottlers association     
obtained a favorable judgment by the highest Brazilian appellate court.         
Pursuant to this decision the matters related to excise taxes were resolved in  
our favor.                                                                      

Legal Proceeding Associated with the Solicitation by Certain Independent        
Distributors in Venezuela to Form a Distributors Union.                         

   During 1999, a group of  independent  distributors  of Panamco  Venezuela
commenced a proceeding to incorporate an union of distributors. If this effort  
is successful,  these  distributors  could,  among other things,  demand on an  
individual   basis,   certain  labor  and  severance  rights  against  Panamco  
Venezuela.                                                                      

   Since the incorporation  process began,  Panamco Venezuela has vigorously
opposed its formation through all available legal channels.  On February 2000,  
Panamco Venezuela presented a nullity recourse against the union incorporation  
solicitation,  as well as an injunction  request before the Venezuelan Supreme  
Court.  A decision on the  injunction  request  should be obtained  during the  
coming weeks and a final decision on the nullity  recourse should be issued by  
the Supreme Court within the next 12 to 16 months.                              

   At this  point,  the  Company  believes  that it will  obtain a favorable
outcome on the recourses presented to the Supreme Court, and that the ultimate  
disposition  of this  case  will not have a  material  adverse  effect  on the  
Company.                                                                        

   In addition,  other legal  proceedings are pending against or involve the
Company and its  subsidiaries,  which are  incidental  to the conduct of their  
businesses.  The  Company  believes  the  ultimate  disposition  of such other  
proceedings  will not  have a  material  adverse  effect  on its  consolidated  
financial condition.                                                            

ITEM 4. CONTROL OF REGISTRANT                                                   

General                                                                         

We are not directly or indirectly owned or controlled by another      
corporation or by any foreign government.                                       

   We have two classes of Common  Stock and one series of  Preferred  Stock:
the Class A Common Stock,  which  currently has no voting rights,  the Class B  
Common  Stock,  which  is  entitled  to one vote per  share  and the  Series C  
Preferred Stock,  par value $0.01 per share (the "Series C Preferred  Stock"),  
which currently has voting rights as described in detail below. The holders of  
Class B Common Stock have the exclusive  power to elect the Board of Directors  
and to  determine  the  outcome of all  matters to be decided by a vote of the  
shareholders.  Class A Common Stock will not have voting rights unless certain  
events occur which will cause all  outstanding  shares of Class B Common Stock  
to be converted into shares of Class A Common Stock, at which point each share  
of Class A Common  Stock will  carry one vote.  Such  events,  which may never  
occur,  are specified in the our Articles of  Incorporation.  Coca-Cola is the  
sole holder of the Series C Preferred Stock.                                    

   Members of the Board of Directors,  the advisory  board and the executive
officers of the Company  beneficially  own 8,181,009  shares of Class B Common  
Stock or approximately 91.2% of the outstanding shares of such class as of May  
11,  2000,  of which  5,155,052  shares are  subject  to the Voting  Trust (as  
defined below).                                                                 

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   The following table sets forth beneficial ownership of the Class B Common
Stock as of May 11, 2000 with  respect to each person  known by the Company to  
own  beneficially  more than 10% of the  outstanding  shares of Class B Common  
Stock:                                                                          

                                        Shares of Class B     Percent of
Owner                                         Common Stock          Class       

Lt. Gen. Donald Colin Mackenzie,                                                
Mr. James M. Gwynn, Mr. Woods W. Staton                                     
Welten and Mr. Stuart A. Staton in then                                     
capacities as Voting Trustees under the                                     
Voting Trust Agreement*...............        5,155,052           57.5%     

Coca-Cola...............................        2,247,113           25.0%       

---------                                                                       
*    Except as otherwise  indicated  above,  each of the persons  named in the  
   table has sole  voting and  investment  power with  respect to the shares
beneficially owned as set forth opposite such person's name.          

   The holder of the Series C Preferred Stock (the "Holder") is not entitled
to receive any dividends  with respect to the Series C Preferred  Stock and is  
entitled to a preference on the liquidation,  dissolution or winding-up of the  
Company of $1.00.  Pursuant to the Certificate of Designation for the Series C  
Preferred  Stock,  we have  agreed not to take  certain  actions  without  the  
approval  of  the  Holder,   including,   but  not  limited  to:  (i)  certain  
consolidations, mergers and sales of substantially all of our assets; (ii) any  
acquisition  or sale of a  business  (or an equity  interest  therein)  if the  
purchase price or sales price thereof,  as the case may be, exceeds a material  
amount (as  defined  therein);  (iii) entry into any new  significant  line of  
business or termination  of any existing  significant  line of business;  (iv)  
certain  capital  expenditures  and  acquisitions  and  dispositions  of fixed  
assets;  (v) certain  transactions with affiliates (as defined);  (vi) certain  
changes  in  our  policy  with  respect  to  dividends  or   distributions  to  
shareholders;  and (vii) certain changes to our Articles of  Incorporation  or  
By-laws. These rights are subject to certain exceptions and qualifications and  
may be suspended or terminated in certain circumstances.                        

   The Holder has no voting  rights  except as provided for above and except
for any voting rights provided by law. The Holder is entitled to designate for  
election to the Board of Directors a certain number of designees  depending on  
the percentage of the outstanding capital stock beneficially owned by it.       

   The Holder of the Series C Preferred Stock has certain rights to purchase
additional  shares of common  stock  issued by the  Company  to  maintain  its  
proportionate interest, subject to certain exceptions and limitations.          

   The Series C Preferred  Stock may not be  transferred to any person other
than Coca-Cola or a corporation 100% of the capital stock of which (other than  
directors'  qualifying  shares or shares  held by persons to comply with local  
law) is owned,  directly or  indirectly,  by Coca-Cola;  provided that if such  
subsidiary is a person other than the Coca-Cola Export Corporation ("Export"),  
such  subsidiary  shall  have  agreed  to be  bound by the  provisions  of the  
Investment  Agreement  (as defined  below).  Upon any transfer in violation of  
such restrictions, the Series C Preferred Stock shall convert automatically to  
a share of Class A Common Stock.                                                

   Pursuant to the investment  agreement (the "Investment  Agreement") dated
November  1,  1995,  between  us and  Export,  a wholly  owned  subsidiary  of  
Coca-Cola, for so long as Export is entitled to delegate                        

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one or more  individuals for election to our Board of Directors,  in the event  
of certain  subsequent  new issues of Common  Stock,  Coca-Cola  will have the  
right to  purchase  shares of Common  Stock  from us (on the terms of such new  
issue) in order to maintain its economic and voting interest in Panamco. Under  
certain  circumstances  (but not  currently),  Export has the right to request  
that we file a  registration  statement so as to permit or facilitate the sale  
or  distribution  of  shares  of Class A Common  Stock  beneficially  owned by  
Coca-Cola.  In addition,  in certain  instances (but not  currently),  when we  
propose to  register  under the  Securities  Act of 1933  shares of our Common  
Stock in connection  with an underwritten  offer for our own account,  we must  
offer Export the opportunity to include in such registration  statement shares  
of Common Stock beneficially owned by Coca-Cola.                                

Voting Trust                                                                    

   The beneficial  owners of 5,155,052  shares of Class B Common Stock,  who
are no longer the holders of record of such shares, representing approximately  
58% of the shares of such class,  have entered into a Voting Trust  Agreement,  
amended and  restated as of April 20, 1993,  as amended (the "Voting  Trust"),  
among such beneficial owners and Lt. Gen. Donald Colin Mackenzie, Mr. James M.  
Gwynn,  Mr. Woods W. Staton  Welten and Mr.  Stuart A.  Staton,  as the voting  
trustees (the "Voting Trustees").  The Voting Trust will expire on January 11,  
2013.  The Voting  Trust may be  amended at any time by the  holders of voting  
trust certificates representing 70% of the shares subject to the Voting Trust.  
Under the terms of the Voting Trust,  the Voting Trustees may vote as they, in  
their sole discretion,  deem to be in the best interests of the holders of the  
voting trust certificates.  However,  the Voting Trustees are not permitted to  
vote on any proposal for a merger,  consolidation or certain other significant  
transactions  involving  the  Company,  except as directed  by the  individual  
holders  of the  voting  trust  certificates  (or,  if no  such  direction  is  
received,  in accordance with the  recommendation  of our Board of Directors).  
The Voting  Trustees  also  agreed with  Coca-Cola  and Export (i) to vote for  
Coca-Cola's  designees  for election to our Board of Directors and (ii) not to  
take any  action or cause us to take any  action  the  effect  of which  would  
circumvent or adversely affect or be inconsistent with any of the terms of the  
Series  C  Preferred   Stock.  The  Voting  Trustees  have  also  agreed  with  
Venbottling to vote for  Venbottling's  designees for election to our Board of  
Directors.  The  Voting  Trustees  are  directors  of the  Company.  See "Item  
10.--Directors and Officers of Registrants".                                    

   The  Voting  Trustees  will serve for  five-year  terms,  unless  earlier
removed by the holders of voting trust  certificates  representing  70% of the  
shares  subject to the Voting  Trust.  Effective  January  11,  1998,  Messrs.  
Mackenzie,  Gwynn and Staton Welten were  reelected as Trustees and Mr. Stuart  
A. Staton was elected  Trustee and also a member of our Board of Directors for  
the first time.  The Voting  Trustees are not permitted to transfer the shares  
of Class B Common  Stock or any other voting  securities  which may be held in  
the  Voting  Trust.  The  Voting  Trust is on file at our  registered  office,  
Dresdner Bank, Seventh Floor, 50th Street, City of Panama, Republic of Panama,  
and is  available  on  request  of the  Secretary.  No holder of voting  trust  
certificates  issued pursuant to the Voting Trust  beneficially owns more than  
10% of the Class B Common Stock.                                                

ITEM 5. NATURE OF TRADING MARKET                                                

   As of April May 11, 2000, we had approximately 1,562 holders of record of
an  aggregate  of  approximately  119,761,806  shares of Class A Common  Stock  
outstanding.  As of May 11, 2000,  there were an estimated 310 U.S. holders of  
record of the Class A Common Stock. As of May 11, 2000, to our                  

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knowledge  approximately 91.4 % of the total outstanding Common Stock was held  
of record by persons in the United States.                                      

   The Class A Common Stock has been listed and traded on the NYSE under the
symbol "PB" since September 21, 1993. The following table sets forth the range  
of high and low closing sale prices of the Class A Common Stock as reported on  
the NYSE during the periods shown:                                              

                                   High            Low
1998:                                                                           
First Quarter......................     $40.125        $35.068    
Second Quarter.....................     $41.375        $31.375    
Third Quarter......................     $34.563        $15.000    
Fourth Quarter.....................     $24.313        $16.500    
1999:                                                                           
First Quarter......................     $21.750        $14.625    
Second Quarter.....................     $27.063        $17.500    
Third Quarter......................     $24.250        $16.563    
Fourth Quarter.....................     $23.438        $14.813    

2000:  First Quarter......................     $20.500        $16.063           

On May 11, 2000, the closing sale price of the Class A Common Stock on
the NYSE was $17.437 per share.                                                 

   Certain Restrictions on Transfer.  Our Articles of Incorporation prohibit
the  transfer  of shares of Class A Common  Stock if the  proposed  transferee  
would become the beneficial  owner of 10% or more of the Class A Common Stock,  
unless such  transfer is approved by the Board of  Directors or the holders of  
at least 80% of the shares entitled to vote. Such  restriction also applies to  
any transfer of shares of Class B Common Stock which are then  converted  into  
Class A Common Stock.                                                           

   Our Articles of Incorporation  also provide that shares of Class B Common
Stock  automatically  convert  into a like  number of shares of Class A Common  
Stock if transferred to any person who is not a Qualifying  Transferee,  or an  
Additional Qualifying Transferee, as defined therein.                           

   In addition,  we are registered with the Panamanian  National  Securities
Commission and is subject to a Panamanian statute which prohibits acquisitions  
of 5% or more of the  outstanding  voting  securities of a Panama  corporation  
without board of directors' review or shareholder approval.                     

ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS      

   None of the  countries  in  which  we  operate  currently  restricts  the
remittance of dividends paid by  subsidiaries  to us, although Brazil has laws  
in effect that  impose  limitations  on the  exchange  of local  currency  for  
foreign  currency at official rates of exchange.  Panama does not restrict the  
payment of  dividends by us to our  shareholders.  Mexico,  Brazil,  Colombia,  
Venezuela,  Costa Rica,  Nicaragua and Guatemala have imposed more restrictive  
exchange  controls  in the  past,  and no  assurance  can be given  that  more  
restrictive  exchange control policies,  which could affect the ability of the  
subsidiaries  to pay dividends to Panamco,  will not be imposed in the future.  
The payment of dividends  by such  subsidiaries  is also in certain  instances  
subject to statutory restrictions and is contingent upon the earnings and cash  
flow of and permitted                                                           

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borrowings  by  such  subsidiaries.  In  addition,  payment  of  dividends  by  
majority-owned  subsidiaries  necessitates  pro  rata  dividends  to  minority  
shareholders.                                                                   

   The Mexican Government has not restricted the conversion of the peso into
other currencies to pay dividends except during brief periods.  However, other  
types  of  transactions  have  been  subject  to  exchange  controls  and less  
favorable official rates of exchange as recently as 1991.                       

   Brazil  currently  restricts the ability of nationals  and  foreigners to
convert the local  currency  into  dollars or other  currencies  other than in  
connection with certain authorized transactions,  which include, among others,  
payment of  dividends  in  compliance  with  foreign  investment  registration  
regulations.  In Brazil,  all foreign  investments must be registered with the  
Central  Bank,  which  issues a  certificate  of  registration  of the foreign  
currency value of such investment.  Without such registration,  no remittances  
of dividends  or profits may be made abroad,  nor may any part of the original  
investment be  repatriated  in foreign  currency.  The Central Bank has issued  
certificates  to  the  Company  and  its  subsidiaries  with  respect  to  its  
investment in Panamco  Brasil.  We must obtain an amendment to our Certificate  
of  Registration  from the Central Bank upon any change in our  investment  in  
Brazil.                                                                         

   In Colombia,  there are no  restrictions  on the remittance of profits to
foreign  investors as long as the investment is registered  with the Colombian  
Central  Bank and the  proper  tax has been  withheld.  The  Central  Bank has  
registered  the Company as a foreign  investor in each of the  directly  owned  
Colombian  subsidiaries,  and these  registrations  allow Panamco to remit all  
dividends  received  from its  Colombian  subsidiaries,  subject to payment of  
applicable  taxes.  However,  under current  Colombian law,  whenever  foreign  
reserve  levels  fall  below  the  equivalent  of  three  months  of  imports,  
repatriation and remittance rights may be temporarily modified.                 

   In April  1994 the  Venezuelan  government  imposed  controls  on foreign
exchange  transactions.  These  controls  were lifted in April 1996;  however,  
there  can be no  assurance  that such  controls  or  regulations  will not be  
reimposed.                                                                      

   Since 1996, no substantial  restrictions  on the foreign  exchange system
remain in force in Nicaragua.  Although the 1991 Foreign Investment Law, which  
was created to guarantee  foreign investors the right to remit 100% of profits  
through the  official  exchange  market,  is still  formally in effect,  it no  
longer has any practical application.  Since it is not mandatory, most foreign  
investors  do not seek  registration  under the 1991 Foreign  Investment  Law.  
Investors,  whether  registered under the 1991 Foreign  Investment Law or not,  
can freely  repatriate  their  profits  through  the  banking  system.  Profit  
repatriation has not been a problem in Nicaragua in recent years.               

   In Guatemala  there are no  restrictions  on the remittance of profits to
foreign  investors.  There is no obligation for foreign  investors to register  
their investments with any governmental office or to solicit any authorization  
to  participate  in local  businesses.  On  February 4, 1998,  the  Guatemalan  
Congress enacted the Foreign  Investment Law, which amended or, in some cases,  
eliminated, restrictions created in the past that affected foreign investment.  
Since that  date,  the  Guatemalan  government  treats  national  and  foreign  
investment under the same rules and conditions. There can be no assurance that  
prior restrictions will not be reimposed in the future.                         

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ITEM 7. TAXATION                                                                

Introduction                                                                    

   The following discussion summarizes the principal U.S. Federal income tax
consequences  of acquiring,  holding and  disposing of the  Company's  Class A  
Common Stock.  The following  discussion is not intended to be exhaustive  and  
does not consider the  specific  circumstances  of any owner of Class A Common  
Stock.                                                                          

   The  discussion is based on currently  existing  provisions of the United
States  Internal  Revenue Code of 1986, as amended (the "Code"),  existing and  
proposed Treasury Regulations  thereunder,  and current administrative rulings  
and court decisions, all of which are subject to change (which change could be  
retroactive).  The  discussion is limited to United States  Federal income tax  
matters and does not address  other U.S.  Federal taxes (such as estate taxes)  
or the state, local or foreign tax aspects of acquiring, holding and disposing  
of Class A Common Stock.                                                        

   The  discussion is limited to holders of Class A Common Stock that do not
currently  own and have not  owned  any  stock in the  Company  (or any of its  
subsidiaries)  other than Class A Common  Stock and that hold such shares as a  
capital asset (within the meaning of Section 1221 of the Code).                 

   There is no reciprocal  tax treaty  between  Panama and the United States
regarding withholding.                                                          

U.S. Federal Income Tax Consequences to U.S. Holders.                           

   The following  discussion applies to a holder of Class A Common Stock who
is an  individual  citizen or resident  of the United  States,  a  corporation  
created or organized in the United States or any other person  subject to U.S.  
Federal income taxation on its worldwide income and gain ("U.S. Holders").      

   Distributions  by the Company.  Distributions by the Company with respect
to Class A Common Stock will be taxable to U.S.  Holders as ordinary  dividend  
income to the extent of the  Company's  current and  accumulated  earnings and  
profits.  Distributions,  if any,  in  excess  of the  Company's  current  and  
accumulated  earnings  and profits  will  constitute  a  nontaxable  return of  
capital to a U.S. Holder to the extent of the U.S. Holder's adjusted tax basis  
in the Class A Common  Stock and will be applied  against  and reduce the U.S.  
Holder's  tax basis in such  Class A Common  Stock.  To the  extent  that such  
distributions  are in  excess  of the U.S.  Holder's  tax basis in its Class A  
Common Stock, the distributions  will constitute  capital gain.  Distributions  
with  respect to Class A Common Stock  generally  will not be eligible for the  
dividends-received deduction.                                                   

   Foreign  Personal  Holding  Company.  The  Company  and  several  of  its
subsidiaries may be "foreign personal holding companies"  ("FPHC").  A foreign  
corporation  is classified as an FPHC for a taxable year during which at least  
60% of its gross  income for the taxable  year is "FPHC  income" and more than  
50% of the voting  power or value of all stock in such  corporation  is owned,  
directly or indirectly (including shares owned through  attribution),  by five  
or fewer  individuals  who are United States  persons.  FPHC income  generally  
includes royalties,  annuities, proceeds from the sale of stock or securities,  
gains  from  futures  transactions  in any  commodities,  rents,  income  from  
personal  services,  dividends and interest (other than certain  dividends and  
interest paid by a qualifying related company that is incorporated in the same  
country                                                                         

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as  the  recipient  corporation).  After  its  initial  year  as  an  FPHC,  a  
corporation  may  remain an FPHC even if only 50% of its gross  income is FPHC  
income.                                                                         

   All United States Holders that are  shareholders  of an FPHC are required
to include in their taxable  income a deemed  dividend equal to their share of  
the corporation's  "undistributed  FPHC income".  In general,  a corporation's  
undistributed FPHC income is the corporation's  total taxable income (which is  
gross  income  minus  allowable  deductions  such as  ordinary  and  necessary  
business  expenses),  with certain  adjustments,  less  dividends  paid by the  
corporation. Such a deemed dividend is recognized by all U.S. Holders that are  
shareholders of an FPHC with  undistributed  FPHC income,  regardless of their  
percentage  ownership  in the  corporation,  and  regardless  of whether  they  
actually receive a dividend from the FPHC.                                      

   Because the Company  intends to  distribute  sufficient  dividends and to
cause each of its FPHC subsidiaries to distribute sufficient dividends so that  
no FPHC will have  undistributed  FPHC income,  it is not  expected  that U.S.  
Holders will  receive  deemed  dividend  income as a result of the FPHC rules.  
Nevertheless,  if the  Company  or  certain  of  its  FPHC  subsidiaries  have  
undistributed FPHC income,  U.S. Holders will recognize deemed dividend income  
regardless of whether they receive cash distributions from the Company.         

   Controlled  Foreign  Corporation.  Panamco  and its  subsidiaries  may be
"controlled foreign corporations" ("CFC"). A corporation is a CFC if more than  
50% of the shares of the corporation, by vote or value, are owned, directly or  
indirectly  (including  shares  owned  through  attribution,   which  requires  
treating   Warrants  and  Securities   convertible  into  shares  actually  or  
constructively owned by a U.S. Holder as exercised or converted),  by "10% CFC  
Shareholders".  The  term  CFC  Shareholder  means  a U.S.  person  (including  
citizens  and  residents  of the United  States,  corporations,  partnerships,  
associations,  trusts,  and estates created or organized in the United States)  
who owns, or is considered as owning through  attribution,  10% or more of the  
total  combined  voting power of all classes of stock entitled to vote of such  
foreign corporation.  Each 10% CFC Shareholder in a CFC is required to include  
in its  gross  income  for a  taxable  year  its pro rata  share of the  CFC's  
earnings and profits for that year  attributable to certain types of income or  
investments.  It  should  be  noted  that  income  recognized  by  a  10%  CFC  
Shareholder  under the CFC rules would not also be recognized as undistributed  
FPHC income.                                                                    

   A U.S. Holder will not be a "10% CFC Shareholder" and will not be subject
to the CFC rules unless in the case of the Company the U.S. Holder owns 10% of  
the Class B Common Stock or in the case of any CFC  Subsidiary of the Company,  
at least 10% of the value of the Company's  outstanding shares or at least 10%  
of the voting stock in one or more of the Company's CFC subsidiaries), in each  
case directly or indirectly (including shares owned through attribution).       

   Passive  Foreign  Investment   Company.  A  "passive  foreign  investment
company" ("PFIC") is defined as any foreign  corporation at least 75% of whose  
consolidated  gross income for the taxable year is passive income, or at least  
50% of the value of whose  consolidated  assets is attributable to assets that  
produce or are held for the  production of passive  income.  For this purpose,  
passive income  generally  includes  dividends,  interest,  royalties,  rents,  
annuities and the excess of gains over losses from the  disposition  of assets  
which produce passive income.  However,  a corporation that is a CFC shall not  
be  treated  as a  PFIC  with  respect  to a  shareholder  who  is a  10%  CFC  
shareholder.                                                                    

   Neither the Company  nor any of its  subsidiaries  has been or is a PFIC,
and  the  Company   intends  to  conduct  its  affairs  so  as  to  avoid  the  
classification of the Company and its subsidiaries as PFICs. However,           

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if ever  applied to the  Company,  the PFIC rules  could  produce  significant  
adverse tax consequences  for a U.S.  Holder,  including the imposition of the  
highest  tax rate on  income or gains  allocated  to prior  PFIC  years and an  
interest charge on U.S. Federal income taxes deemed to have been deferred.      

   Foreign Tax Credits.  Dividends  received from the Company generally will
be  characterized  as  passive  income,  and any  U.S.  tax  imposed  on these  
dividends  cannot be offset by excess  foreign tax credits that a U.S.  Holder  
may have from foreign-source income not qualifying as passive income.           

   Dispositions  of  Stock.  In  general,  any  gain or loss on the  sale or
exchange of Class A Common Stock by a U.S. Holder will be capital gain or loss  
and will be  long-term  capital  gain or loss if the U.S.  Holder has held the  
Class A Common Stock for more than 12 months.  For noncorporate  U.S. Holders,  
long-term capital gain generally will be subject to U.S. Federal income tax at  
a maximum rate of 20% if the underlying Class A Common Stock has been held for  
more than 12 months. There are limits on the deductibility of capital losses.   

   Information Reporting and Backup Withholding Requirements with Respect to
U.S. Holders.  United States information reporting requirements may apply with  
respect  to the  payment  of  dividends  on the  Class A Common  Stock.  Under  
Treasury  Regulations  currently in effect, no backup withholding is generally  
required for dividend payments by the Company to U.S. Holders.  Under recently  
finalized  Treasury  Regulations,  however,  noncorporate  U.S. Holders may be  
subject to backup  withholding  at the rate of 31% with  respect to  dividends  
paid by the Company  after  December 31, 2000 when a U.S.  Holder (i) fails to  
furnish or certify a correct  taxpayer  identification  number to the payor in  
the manner required,  (ii) is notified by the IRS that it has failed to report  
payments of interest or  dividends  properly  or (iii)  fails,  under  certain  
circumstances,  to  certify  that it has not  been  notified  by the  Internal  
Revenue Service that it is subject to backup withholding for failure to report  
interest and dividend payments.                                                 

   Form 5471 Reporting  Requirements.  U.S.  Holders may be required to file
IRS Form 5471 under  certain  circumstances.  A U.S.  Holder is not subject to  
Form 5471 filing  requirements  unless (after the  application of the relevant  
attribution  rules) the U.S. Holder:  (i) owns 10% or more of the value of the  
outstanding  stock of the Company or a subsidiary  that is an FPHC; (ii) meets  
the 10% stock  ownership  requirements  with  respect to the Company or one or  
more of its  subsidiaries  when such  corporation is  "reorganized",  acquires  
stock in the Company or one of its subsidiaries which, when added to any stock  
owned on the date of acquisition,  meets the 10% stock ownership  requirement,  
acquires  stock  (without  regard  to  stock  already  owned  on the  date  of  
acquisition)  that meets the 10% stock ownership  requirement,  or disposes of  
sufficient  stock to reduce its ownership  interest to less than the 10% stock  
ownership  requirement;  (iii) is a person  who owns any  shares  in a captive  
insurance  company which is owned 25% or more by U.S.  persons;  (iv) is a 10%  
CFC shareholder of the Company or one or more of its  subsidiaries;  (v) is an  
officer or director of the Company or one or more of its subsidiaries; or (vi)  
owns more than 50% of the total combined  voting power of all classes of stock  
entitled  to vote,  or more than 50% of the total value of all shares of stock  
in the  Company or one or more of its  subsidiaries.  For  purposes of section  
(ii)  above,  the term  "10%  stock  ownership  requirement"  means  direct or  
indirect  ownership  of 10% or more of the  total  value of the  corporation's  
stock,  or 10% or more of the total  combined  voting  power of all classes of  
stock with voting rights.  A United States person required to file a Form 5471  
to report its  ownership  of Class A Common Stock may also be required to file  
one or more Forms 5471 for various subsidiaries of the Company. As long as the  
reporting  requirements above have been met, no U.S. Income Withholding Tax is  
required on dividends paid.                                                     

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   Failure to provide  the  information  required by Form 5471 may result in
substantial civil and criminal penalties.  Each prospective shareholder should  
consult its own tax advisor  with  respect to the  specific  requirements  for  
filing Forms 5471.                                                              

U.S. Federal Income Tax Consequences to Non-U.S. Holders.                       

   The  following   discussion   summarizes  the  U.S.  Federal  income  tax
consequences of acquiring,  holding and disposing of Class A Common Stock by a  
holder of Class A Common Stock that is not a U.S. Holder (a "Foreign Holder"),  
is not engaged in the conduct of a trade or business in the United  States and  
is not  present in the United  States for 183 days or more  during the taxable  
year.                                                                           

   Distributions.  Distributions by the Company to a Foreign Holder would be
subject to withholding  of U.S.  Federal income tax only if 25% or more of the  
gross income of the Company (from all sources for the three-year period ending  
with the close of the taxable year preceding the  declaration of the dividend)  
was  effectively  connected  with the  conduct of a trade or  business  in the  
United States by the Company.  The Company  anticipates that it will recognize  
income that is  effectively  connected with the conduct of a trade or business  
in the United States.  However, the income that is effectively  connected with  
the conduct of a trade or business in the United  States  should not represent  
25% or more of the gross income of the Company. Accordingly, dividends paid to  
Foreign  Holders  are not  expected  to be subject to U.S.  Federal  income or  
withholding tax unless the Company's sources of income significantly change.    

   Dispositions of Shares. A Foreign Holder generally will not be subject to
United States Federal income or withholding  tax in respect of gain recognized  
on the disposition of Class A Common Stock.                                     

   Information Reporting and Backup Withholding Requirements with Respect to
Foreign Holders. Currently, U.S. information reporting requirements and backup  
withholding  will not apply to  dividends  on the Class A Common Stock paid to  
Foreign  Holders at an address  outside the United States  (provided  that the  
payor  does not have  definite  knowledge  that the  payee is a United  States  
person).  After December 31, 2000,  Foreign  Holders may be required to comply  
with certification and identification procedures to prove their exemption from  
information  reporting  and  backup  withholding  requirements.  As a  general  
matter,  information  reporting  and  backup  withholding  will not apply to a  
payment of proceeds from a sale of the Class A Common Stock  effected  outside  
the  United  States  by  a  foreign  office  of  a  foreign  broker.  However,  
information reporting  requirements (but not backup withholding) will apply to  
a payment of the proceeds of a sale effected  outside the United States of the  
Class  A  Common  Stock  through  a  "U.S.  Broker",  unless  the  broker  has  
documentary  evidence  in its records  that the holder is not a United  States  
person and has no actual knowledge that such evidence is false, or the Foreign  
Holder  otherwise  establishes  an  exemption.  For purposes of the  preceding  
sentence,  a U.S.  Broker is a broker  that is a United  States  person or has  
certain other  connections  to the United  States.  Payment by a broker of the  
proceeds  of a sale of the Class A Common  Stock  effected  inside  the United  
States is subject to both backup withholding and information  reporting unless  
the Foreign  Holder  certifies  under  penalties  of perjury  that he is not a  
United States  person and provides his name and address or the Foreign  Holder  
otherwise  establishes  an exemption.  Any amounts  withheld  under the backup  
withholding  rules  from a payment  to a Foreign  Holder  will be allowed as a  
refund or a credit against such Foreign  Holder's United States Federal income  
tax,  provided that the required  information is furnished to the IRS. As long  
as the reporting  requirements above have been met, no U.S. Income Withholding  
Tax is required on dividends paid.                                              

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Panamanian Taxation                                                             

   The principal  Panamanian tax  consequences of ownership of Shares are as
follows.  The  following  discussion  is based  upon  advice of the  Company's  
Panamanian counsel Arias, Fabrega & Fabrega.                                    

   General.  Panama's  income tax is  exclusively  territorial.  Only income
actually  earned from sources  within  Panama is subject to  taxation.  Income  
earned by Panamanian  corporations from offshore  operations is not taxable in  
Panama. The territorial principle of taxation has been in force throughout the  
history  of  the  country  and is  supported  by  legislation,  administrative  
regulations and court decisions.                                                

   The Company is not subject to taxes in Panama  because  almost all of its
income  arises from the  activities  of its  subsidiaries  which are  conduced  
entirely  offshore  from  Panama.  This is the case even  though  the  Company  
maintains  its  registered  office  and  permanently  employs   administrative  
personnel in Panama.                                                            

   Taxation of Capital  Gains.  There are no taxes on capital gains realized
by an individual or corporation  regardless of its nationality or residency on  
the sale or other  disposition of Shares since the Company has been registered  
with Panama's National Securities  Commission ("PNSC").  However,  even if the  
Company were not  registered  with the PNSC, any gain arising from the sale or  
disposition  of shares should not be deemed  taxable in Panama on the basis of  
the already-  mentioned  principles of territorial  taxation,  inasmuch as the  
value of such Shares is ultimately determined upon assets and activities which  
are held or conducted almost entirely outside of Panama.                        

   Taxation of Distributions.  Dividends and similar  distributions  paid by
the  Company  in  respect to Shares are also  exempted  from  dividend  taxes,  
otherwise  payable  by  withholding  at  source  on  such  income,  under  the  
aforementioned  territorial  principles of taxation since Panamanian  dividend  
taxes do not arise on dividends and similar  distributions  of  non-Panamanian  
source income or on income which is exempt from Panama's income tax.            

   The preceding summary of certain Panamanian tax matters is based upon the
tax laws of Panama  and  regulations  thereunder  currently  in effect  and is  
subject to any subsequent  change in Panamanian laws and regulations which may  
come into effect.                                                               

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ITEM 8. SELECTED FINANCIAL DATA                                                 

SELECTED CONSOLIDATED FINANCIAL DATA(1) 
(Amounts in thousands, except per share amounts)  

   The  following  table  sets forth  selected  consolidated  financial  and
operating data for the Company.  The selected financial data have been derived  
from  the  consolidated  financial  statements  of the  Company.  The  audited  
consolidated  financial  statements  of the  Company for the three years ended  
December 31,  1999,  are  included  elsewhere  herein and have been audited by  
Arthur Andersen,  independent public  accountants,  whose audit report is also  
included herein.  All of the  consolidated  financial  statements  referred to  
above have been prepared in  accordance  with U.S. GAAP and are stated in U.S.  
dollars. The selected consolidated financial and operating data should be read  
in  conjunction  with  "Item  9.--Management's   Discussion  and  Analysis  of  
Financial Condition and Results of Operations" and the consolidated  financial  
statements and notes thereto included elsewhere herein.                         

                                                        [Enlarge/Download Table]

                                                                Year Ended December 31,(1)                        
                                                                 --------------------------                       
                                                1995(7)       1996(8)       1997(9)       1998(10)         1999   
                                                -------       -------       -------       --------         ----   
Statement of Operations Data:                                                                                     
                                                                                                                  
Net sales................................     $1,609,437    $1,993,087    $2,510,210     $2,773,276    $2,415,817 
Cost of sales, excluding depre-                                                                                   
 ciation and amortization................        903,763     1,152,021     1,327,443      1,425,246     1,191,883 
                                              ----------   -----------   -----------    -----------   ----------- 
Gross profit.............................        705,674       841,066     1,182,767      1,348,030     1,223,934 
Operating expenses:                                                                                               
 Selling and distribution................        361,142       425,955       563,917        657,138       572,038 
 General and administrative..............        109,393       132,101       193,437        222,327       251,450 
 Depreciation and amortization,                                                                                   
     excluding goodwill(2)(4)............         74,125        99,114       159,371        253,112       214,539 
 Amortization of goodwill................          7,036         6,379        20,121         35,739        36,284 
 Facilities reorganization                                                                                        

     charges(11).........................              -             -             -              -        35,172 
                                             -----------   -----------   -----------      ---------     --------- 
     Total operating expenses............        551,696       663,549       936,846      1,168,316     1,109,483 
                                             -----------   -----------   -----------      ---------     --------- 
Operating income.........................        153,978       177,517       245,921        179,714       114,451 
Interest income .........................          4,839        20,229        22,006         12,817        28,962 
Interest expense.........................        (41,792)      (43,844)      (60,889)       (98,152)     (129,072)
Other income (expense), net(3)...........          2,798        24,074        44,033         22,136       (39,296)
Nonrecurring income, net(4)..............         11,177        11,646             -         60,486             - 
                                             -----------   -----------   -----------      ---------     --------- 
Income (loss) before income taxes........        131,000       189,622       251,071        177,001       (24,955)
Income taxes (4).........................         44,999        53,580        57,302         51,374        31,254 
                                             -----------   -----------   -----------      ---------     --------- 
Income (loss) before minority                                                                                     
interest.................................         86,001       136,042       193,769        125,627       (56,209)
Minority interest in earnings of                                                                                  

 subsidiaries............................         15,427        18,462        19,934          5,305         3,695 
                                             -----------   -----------   -----------     ----------     --------- 

Net income (loss)........................    $    70,574   $   117,580   $   173,835     $  120,322   $   (59,905)
                                             ===========   ===========   ===========     ==========   =========== 
Basic earnings (loss) per share(5).......    $      0.88   $      1.22   $      1.44     $     0.93   $     (0.46)
                                             ===========   ===========   ===========     ==========   =========== 
Diluted earnings (loss) per share (5)....    $      0.87   $      1.21   $      1.43     $     0.92   $     (0.46)
                                             ===========   ===========   ===========     ==========   =========== 

Other Data:                                                                                                       

Total product unit case volume...........        675,560       766,485     1,010,960      1,174,035     1,163,117 
Dividends per share......................    $        16   $        18   $        21     $       24   $        24 
Weighted average shares outstanding (basic)(5)    80,726        96,522       120,841        129,538       129,683 


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                                                       Year Ended December 31,(1)                  
                                                       --------------------------                  
                                        1995(7)     1996(8)       1997(9)      1998(10)       1999 
                                        -------     -------       ------       --------       ---- 
                                                                                                   
Weighted average shares outstanding                                                                
 (diluted)(5).......................     80,806      97,065       121,969       130,792     130,005
Capital expenditures(6)............. $  217,843  $  122,897    $  208,669    $  302,215  $  163,203
Cash Operating Profit............... $  235,139  $  283,010    $  425,413    $  468,565  $  385,544
Balance Sheet Data (end of period):                                                                
Cash and equivalents................ $   42,684  $  251,273    $  332,995    $  131,152  $  152,648
Property, plant and equipment, net..    633,435     684,050     1,119,515     1,307,590   1,218,383
Total assets........................  1,397,668   1,705,385     3,587,069     3,647,690   3,613,122
Total long-term obligations.........    322,103     404,533       897,056       964,525   1,437,834
Minority interest...................     67,310      59,734        26,783        26,243      27,974
Shareholders' equity................    609,079     973,994     1,937,770     1,978,234   1,751,896

[FN]                                                                            
------------                                                          
(1)  The results of the Colombian and Venezuelan subsidiaries for all periods,  
   the Mexican subsidiaries for 1997 and 1998 and the Brazilian subsidiaries
   for 1996 and 1997,  have been remeasured in U.S.  dollars,  the reporting
   and  functional  currency,  in  accordance  with  Statement  of Financial
   Accounting  Standards  No.  52,  "Foreign  Currency  Translation",  as it
   applies  to  highly  inflationary  economies  such as those in which  the
   subsidiaries  operate.  See Note 1 of  "Notes to  Consolidated  Financial
Statements".                                                          
(2)  Includes  breakage of bottles and cases and amortization  expense related  
   to new  introductions.  See Note 1 of  "Notes to  Consolidated  Financial
Statements".                                                          
(3)  See Note 13 of "Notes to Consolidated Financial Statements".               
(4)  In the fourth  quarter of 1995, a  nonrecurring  credit of $11.2  million  
   ($6.6  million  after taxes and minority  interest)  was  recorded.  This
   credit  consisted of a benefit  related to the approval by the  Brazilian
   government of credits for sales taxes previously paid on product samples.
   During 1996, three separate  nonrecurring  credits of $3.9, $3.2 and $4.5
   million  were  recorded.  These  credits  consisted  of the  recovery  of
   previously paid excise taxes on refillable plastic  containers  purchased
   in prior  periods,  a net credit  relating to the credits for  previously
   paid sales taxes on product samples, and a net credit due to the recovery
   of  previously  paid  excise  taxes on  interest  charged  to  customers,
respectively.                                                         

   During 1998,  Panamco  Brasil  conducted a study to evaluate the expected
   future utilization of returnable  product  presentations in the Brazilian
   market,  having  observed  accelerated  demand for, and  utilization  of,
   nonreturnable presentations in the marketplace. The results of this study
   show  that  the  use of  nonreturnable  presentations  will  continue  to
   increase in the Brazilian market. Therefore, the Company has adjusted the
   carrying value of bottles and cases to reflect their estimated use in the
   marketplace  by charging  $36.5  million to the 1998  operating  results,
   increasing total depreciation and amortization  expense, and reducing the
   current  year tax  provision  by $12.1  million.  See Note 1 of "Notes to
Consolidated Financial Statements".                                   

   Additionally,  Panamco Brasil reversed a contingency  reserve recorded in
   prior  years for excise tax credits  taken on  purchases  of  concentrate
   between  February  1991 and  February  1994.  The Company had  previously
   accrued this reserve in the full amount of such credits.  Panamco  Brasil
   reversed this reserve in 1998 because  during 1998 the Brazilian  Supreme
   Court resolved similar claims of other bottlers in favor of the bottlers.

   The reversal of the excise tax reserve  amounted to $60.5 million and was
   credited to  Nonrecurring  income,  in the income  statement.  Income tax
   credits recorded in this reserve,  amounting to $20.0 million,  were also
   reversed and charged  directly to income in the  provision for income tax
in 1998. See Note 10 of "Notes to Consolidated Financial Statements". 
(5)  Dividends  per share  reflect  the amounts  declared  and paid during the  
   applicable  period.  Earnings per share,  dividends  per share and shares
   outstanding  for all  periods  have been  adjusted  to give effect to the
two-for-one stock split effected on March 31, 1997.                   
(6)  Does not include purchases of bottles and cases.                           

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(7)  Includes  three  months of net sales and net income of $18.4  million and  
   $2.2 million, respectively, from the acquisition of Panamco Costa Rica in
1995.                                                                 
(8)  Includes  six months of net sales and net income of $7.1 million and $0.6  
   million,  respectively,  from the acquisition of additional franchises in
Costa Rica in 1996.                                                   
(9)  Includes  eight months of net sales and net income of $349.5  million and  
   $49.5 million,  respectively,  from Panamco Venezuela, and five months of
   net sales and net income of $18.6 million and $0.7 million, respectively,
from Panamco Nicaragua.                                               
(10) Includes  nine  months of net sales and net income of $45.1  million  and  
   $2.1 million,  respectively,  from the Panamco Guatemala, and four months
   of  net  sales  and  net  income  of  $4.2  million  and  $0.9   million,
respectively, from R.O.S.A.                                           
(11) Facilities  reorganization  charges in 1999 are  related  to a  workforce  
   reduction in Brazil and  Venezuela,  and write-off of physical  assets in
   Venezuela and Colombia.  See Note 1 of "Notes to  Consolidated  Financial
Statements".                                                          
</FN>                                                                           

ITEM 9.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND      
RESULTS OF OPERATIONS                                         

General                                                                         

   The following discussion addresses the financial condition and results of
operations  of Panamco  and its  consolidated  subsidiaries.  This  discussion  
should  be  read  in  conjunction  with  our  audited  consolidated  financial  
statements as of December 31, 1998 and 1999 and for each of the three years in  
the period ended  December 31, 1999 and the notes thereto  included  elsewhere  
herein.                                                                         

   In March 1998, we completed the acquisition of our Guatemalan subsidiary,
Panamco Guatemala.  We began consolidating the results of Panamco Guatemala as  
of April 1, 1998.  In September  1998,  we acquired  all the capital  stock of  
Refrigerantes  do  Oeste,  S.A.  ("R.O.S.A."),   which  produces,   sells  and  
distributes  Coca-Cola  products in the western part of Brazil in the state of  
Matto  Grosso do Sul. We began  consolidating  the  results of R.O.S.A.  as of  
September 1, 1998.                                                              

   In 1998, we created a "Panamco Central America" group,  which consists of
Panamco Costa Rica,  Panamco  Nicaragua and Panamco  Guatemala.  The financial  
condition  and  results  of  operations  of these  three  companies  have been  
reported together in the financial statements of Panamco Central America.       

   In February  1999,  we formed the North Latin  American  Division,  which
consists of Panamco Mexico and Panamco  Central  America.  We will continue to  
report these results of operations separately.                                  

   Unit case means 192 ounces of finished  beverage  product (24 eight-ounce
servings).  Average sales prices per unit case means net sales in U.S. dollars  
for the  period  divided  by the  number of unit  cases  sold  during the same  
period.  Cash operating  profit means operating  income plus  depreciation and  
amortization of goodwill and noncash facilities reorganization charges.         

Inflation                                                                       

Effect of Inflation on Financial Information                                    

   Our net sales, and almost all operating costs, in each of Mexico, Brazil,
Colombia,  Venezuela,  Costa Rica, Nicaragua and Guatemala, are denominated in  
the currency of such country. In accordance with                                

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Statement  of  Financial   Accounting  Standards  No.  52,  "Foreign  Currency  
Translation"  ("SFAS 52"), the financial  statements of our  subsidiaries  are  
remeasured or translated into U.S.  dollars for purposes of the preparation of  
the consolidated  financial statements.  (See Note 1 of "Notes to Consolidated  
Financial  Statements").  Borrowings  and purchases of machinery and equipment  
are often made in U.S.  dollars.  During any period when the rate of inflation  
in a particular  country exceeds the rate of devaluation of the local currency  
against the U.S. dollar,  all income statement  amounts tend to be higher when  
translated into U.S.  dollars than would be the case in the absence of such an  
excess. Conversely, if devaluation exceeds inflation, income statement amounts  
tend to be lower when translated into U.S. dollars.                             

   The  following  table  compares  the rate of  inflation,  as  measured by
certain national consumer price indices in the seven countries,  with the rate  
of devaluation for the periods shown:                                           

                            Year Ended December 31,(1)
                           -------------------------
                            1997    1998      1999
                           -------  -------  -------

Mexico                                                                          
Inflation...........................     16%      19%      12%              
Currency Devaluation (Revaluation)..      3%      22%      (4%)             

Brazil                                                                          
Inflation...........................      4%       2%       8%              
Currency Devaluation................      7%       8%      48%              

Colombia                                                                        
Inflation...........................     18%      18%      10%              
Currency Devaluation................     29%      19%      22%              

Venezuela                                                                       
Inflation...........................     38%      30%      20%              
Currency Devaluation................      6%      12%      15%              

Costa Rica                                                                      
Inflation...........................     11%      11%      10%              
Currency Devaluation................     11%      11%      10%              

Nicaragua                                                                       
Inflation...........................      8%      18%       7%              
Currency Devaluation................     12%      12%      10%              

Guatemala                                                                       
Inflation...........................       -       8%       5%              
Currency Devaluation................       -      11%      15%              

(1) Inflation  figures are based on the  applicable  Consumer  Price Index and  
currency  devaluation figures are based on official U.S. dollar exchange rates  
at year-end.                                                                    

   In  addition,  the level of inflation  has a direct  impact on the method
used to translate  the  financial  statements  from the local  currency to the  
reporting currency.  SFAS 52 provides that, in a highly  inflationary  economy  
(defined as having  cumulative  inflation for the three-year  period preceding  
the balance sheet date of approximately  100% or more), the effect of exchange  
rate  fluctuations on the translation is included in the  determination of net  
income  for the period and is  distributed  as gains or losses to the  related  
income                                                                          

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statement  accounts.  Such gains and losses do not affect the income statement  
of  companies   operating  in  economies  which  are  not  considered   highly  
inflationary  but  are  instead  included  as part  of the  accumulated  other  
comprehensive income as a component of shareholders' equity.                    

   Beginning  in  1998,  we  discontinued  classifying  Brazil  as a  highly
inflationary economy and accordingly, the functional currency of our Brazilian  
operations is the Brazilian real.                                               

   Costa  Rica,  Nicaragua  and  Guatemala  are  not  classified  as  highly
inflationary  economies and the functional  currencies for financial reporting  
purposes under accounting  principles  generally accepted in the United States  
are the colon, cordoba and quetzal, respectively.                               

   Colombia and Venezuela are  currently  classified as highly  inflationary
economies and accordingly their financial statements have been remeasured into  
U.S.  dollars in accordance  with SFAS 52.  Venezuela was not  classified as a  
highly inflationary economy in 1997.                                            

   In 1997 and 1998 Mexico was classified as a highly inflationary  economy.
Since 1999,  Mexico has not been classified as a highly  inflationary  economy  
and as a result the  functional  reporting  currency for Mexico since 1999 has  
been the Mexican peso.                                                          

Effect of Inflation and Changing Prices on Operations                           

   In  addition  to  high  inflation,  our  operations  are  carried  out in
countries  which in the past  experienced,  and may in the future  experience,  
government  price controls.  While price controls have been a limiting factor,  
we have been  generally  effective in the recent past in increasing  prices in  
local currency  terms at least at the rate of inflation.  All of our costs are  
affected by the high rates of inflation in the  countries in which we operate.  
In general,  transactions in these countries are effectively tied to inflation  
either through pricing, contract indexing, statute or informal practice.        

   Although  currently  there are no formal price controls on soft drinks in
our franchise territories,  price and wage controls remain in effect in Mexico  
and Brazil for certain other  products and services,  and price  increases for  
soft drinks in Mexico and Colombia are subject to the informal approval of the  
respective governments.                                                         

   Our sales also have been,  and may in the future be,  adversely  affected
when wages rise more slowly than the rate of inflation, resulting in a loss of  
consumer  purchasing power. This has been the case in Brazil,  Venezuela,  and  
Colombia recently as a result of the devaluations as discussed above.           

   In Mexico, Brazil, Colombia,  Venezuela, Costa Rica and Nicaragua, income
taxes are indexed to reflect the effects of inflation; however, the effects of  
inflation  are  calculated  differently  for  purposes of local  taxation  and  
financial reporting.                                                            

Seasonality                                                                     

   Soft drink sales are generally  higher  during the December  holidays and
during the hottest and driest  periods  (with  rainfall  varying  from year to  
year). For this reason, we typically experience our best results of operations  
in the second and fourth quarters. However, the seasonality effect is tempered  
in our case because of the  difference  in the timing of the summer  months in  
the countries in which we operate. In                                           

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Brazil,  summer occurs  during  November,  December and January,  while summer  
occurs in Mexico,  Colombia,  Venezuela,  Costa Rica,  Guatemala and Nicaragua  
during the months of June, July and August.                                     

Forward-Looking Statements                                                      

   The  nature of our  operations  and the  environment  in which we operate
subject us to changing  economic,  competitive,  regulatory and  technological  
conditions,  risks  and  uncertainties.  In  connection  with the safe  harbor  
provisions of the Private  Securities  Litigation  Reform Act of 1995, we note  
the following facts which, among others,  could cause future results to differ  
materially from the forward-looking  statements,  expectations and assumptions  
expressed or implied in this document.                                          

   Forward-looking statements, contained in this document include the amount
of future  capital  expenditures  and the possible  uses of proceeds  from any  
future  borrowings.  The  words  believes,   intends,  expects,   anticipates,  
projects,  estimates,  predicts,  and similar expressions are also intended to  
identify   forward-looking   statements.   Such  statements,   estimates,  and  
projections  reflect  various   assumptions  by  our  management,   concerning  
anticipated  results and are subject to  significant  business,  economic  and  
competitive  uncertainties  and  contingencies,  many of which are  beyond our  
control.  Factors  that could  cause  results to differ  include,  but are not  
limited to, changes in the soft drink business environment,  including actions  
of competitors  and changes in consumer  performance,  changes in governmental  
laws and  regulations,  including  income  taxes,  market  demand  for new and  
existing products and raw material prices.  Accordingly,  we cannot assure you  
that  such  statements,  estimates  and  projections  will  be  realized.  The  
forecasts  and actual  results  will likely vary and those  variations  may be  
material.  We  make  no  representation  or  warranty  as to the  accuracy  or  
completeness of such  statements,  estimates or projections  contained in this  
document or that any forecast contained herein will be achieved.                

Consolidated Results of Operations                                              

   The following table sets forth our selected  consolidated  financial data
for the periods indicated, expressed as a percentage of net sales:              

                           Year Ended December 31,
                           -----------------------------
                           1997       1998        1999
                           ------     ------      ------
Statement of Operations Data:                                                   

Net sales                               100.0%     100.0%     100.0%            
Cost of sales                            52.9       51.4       49.3             
                          ------     ------     ------
Gross profit                             47.1       48.6       50.7             
Operating expenses:                                                             
Selling and distribution               22.5       23.7       23.7           
General and administrative              7.7        8.0       10.4           
Depreciation and amortization,                                              
excluding goodwill                      6.3        9.1        8.9           
Amortization of goodwill                0.8        1.3        1.5           
Facilities reorganization charges        -          -         1.5           
                          ------     ------     ------
Total                                37.3       42.1       46.0         
                          ------     ------     ------
Operating income                          9.8        6.5        4.7             
Interest (expense), net                  (1.5)      (3.1)      (4.1)            
Other income (expense), net               1.8        0.8       (1.6)            
Nonrecurring income, net                   -         2.2         -              
                          ------     ------     ------
Income (loss) before income taxes        10.1        6.4       (1.0)            

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                           Year Ended December 31,
                           -----------------------------
                           1997       1998        1999
                           ------     ------      ------

Income taxes                              2.3        1.9        1.3             
                           ------     ------      ------
Income (loss) before minority                                                   
interest                                7.8        4.5       (2.3)          
Minority interest                         0.9        0.2        0.2             
                           ------     ------      ------
Net income (loss)                         6.9%       4.3%      (2.5)%           
                           ======     ======      ======

Minority Interests in Results of Operations                                     

   We conduct our operations through tiers of subsidiaries in which, in some
cases, minority shareholders hold interests.                                    

   The aggregate  minority  interest in our income before minority  interest
during  a fiscal  period  is a  function  of the  relative  levels  of  income  
generated by each of the consolidated  subsidiaries and the percentage of each  
subsidiary's capital stock owned by minority shareholders.  As of December 31,  
1999, our ownership interests in our Mexican,  Brazilian and Colombian holding  
companies were  approximately  98%, 98% and 97%,  respectively.  This includes  
acquisitions  made in 1997 and 1998 that  increased  our  effective  ownership  
interest in Panamco Mexico,  from 74% to 98% and in Panamco Brasil from 96% to  
98%. We own 100% of our  operations  in Costa Rica,  Venezuela,  Nicaragua and  
Guatemala.  Our country level holding companies own interests ranging from 50%  
to 100% in our approximately 60 consolidated subsidiaries.                      

   As a result of the net loss at certain of our  subsidiaries  for the year
ended  December  31,  1999,   minority   shareholdings   in  our  consolidated  
subsidiaries represented an interest in the aggregate of approximately 6.6% of  
consolidated  net loss  before  minority  interest.  Because  we have  varying  
percentage   ownership   interests  in  our   approximately  100  consolidated  
subsidiaries,  the amount of the  minority  interest  in income or loss before  
minority  interest  during a period  depends upon the revenues and expenses of  
each  of the  consolidated  subsidiaries  and the  percentage  of each of such  
subsidiary's capital stock owned by minority shareholders during such period.   

   Income  statement  and balance  sheet data for our  subsidiaries  Panamco
Mexico,  Panamco  Brasil,  Panamco  Colombia,  Panamco  Venezuela  and Panamco  
Central  America,  are presented on the following pages. The data presented as  
of and for each of the three years in the period ended  December 31, 1999 have  
been derived from the audited  consolidated  financial  statements  of Panamco  
Mexico,  Panamco  Colombia,  Panamco  Venezuela,  Panamco Costa Rica,  Panamco  
Nicaragua and Panamco Guatemala, and the audited combined financial statements  
of Panamco  Brasil,  as the case may be, which  financial  statements  are not  
included herein. As set forth in such income statement and balance sheet data,  
minority  interest in the Panamco Mexico,  Panamco Brasil and Panamco Colombia  
subsidiaries and net income attributable to the Panamco Mexico, Panamco Brasil  
and Panamco Colombia holding  companies give effect to minority  shareholdings  
below the country  holding  company  level.  Minority  interest in the Panamco  
Mexico,  Panamco Brasil and Panamco Colombia  holding  companies refers to the  
aggregate  minority interest in the net income of the respective country level  
holding  company.  Net  income  attributable  to Panamco  gives  effect to the  
deduction from net income of the minority  interests at both the country level  
holding company and the subsidiary levels.                                      

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                                Panamco Mexico                                                   
              (U.S. dollars in thousands, except for unit cases)                                 

                                                                    Year Ended December 31,      
                                                             ----------------------------------- 
                                                                1997         1998         1999   
                                                             ----------   ---------    --------- 
Statements of Operations Data:                                                                   
                                                                                                 

     Net sales                                               $ 546,772    $ 638,481    $ 794,812 
     Cost of sales, excluding depreciation and amortization    267,341      306,124      374,506 
     Operating expenses                                        196,260      237,070      287,118 
                                                             ---------    ---------    --------- 
     Operating income                                           83,171       95,287      133,188 
     Interest (expense), net                                    (6,846)      (9,984)     (11,849)
     Other income, net                                           9,569       10,768        7,589 
                                                             ---------    ---------    --------- 
     Income before income taxes                                 85,894       96,071      128,928 
     Income taxes                                               31,187       30,517       41,849 
                                                             ---------    ---------    --------- 
     Income before minority interest                            54,707       65,554       87,079 
     Minority interest in Panamco Mexico subsidiaries            4,083        2,476        3,288 
                                                             ---------    ---------    --------- 
     Net income attributable to Panamco Mexico holding                                           
     company                                                    50,624       63,078       83,791 
     Minority interest in Panamco Mexico holding company        11,423        1,172        1,556 
                                                             ---------    ---------    --------- 
     Net income attributable to Panamco                      $  39,201    $  61,906    $  82,235 
                                                             =========    =========    ========= 

Margin Analysis (as a percent of net sales):                                                     
     Operating income                                            15.2%        14.9%        16.8% 
     Income before minority interest                             10.0%        10.3%        11.0% 
     Net income attributable to Panamco Mexico holding                                           
     company                                                      9.3%         9.9%        10.5% 
     Net income attributable to Panamco                           7.2%         9.7%        10.3% 
     Cash Operating Profit                                       19.3%        20.7%        21.8% 

Unit Case Sales Data (in millions):                                                              
     Soft drinks                                                 230.5        256.7        270.0 
     Water                                                        73.4        110.6        136.4 
     Other products                                                1.1          1.4          2.3 

Other Data:                                                                                      
     Depreciation and amortization                           $  22,254    $  37,132    $  40,356 
     Capital expenditures                                    $  52,972    $  64,047    $  57,919 
     Cash Operating Profit                                   $ 105,425    $ 132,419    $ 173,544 

                                                                    Year Ended December 31,      
                                                             ----------------------------------- 
                                                                1997         1998         1999   
                                                             ----------   ---------    --------- 
Balance Sheet Data:                                                                              
     Cash and equivalents                                    $  18,903    $  10,727    $  38,937 
     Property, plant and equipment, net                        207,851      258,856      299,856 
     Total assets                                              412,169      459,778      572,359 
     Total debt                                                 17,470       15,842      107,418 
     Total liabilities                                         209,388      206,486      243,088 
     Minority interest in Panamco Mexico subsidiaries               72        2,180        5,217 
     Shareholders' equity                                      202,709      251,112      324,054 

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Panamco Brasil  
(U.S. dollars in thousands, except for unit cases)  

                                                        [Enlarge/Download Table]

                                                                 Year Ended December 31,     
                                                          -----------------------------------
                                                            1997           1998        1999  
                                                          --------      ---------    --------
Statement of Operations Data:                                                                
                                                                                             
     Net sales                                           $ 969,094      $ 897,951    500,683 
     Cost of sales, excluding depreciation and                                               
     amortization                                          608,122        546,289    305,935 
     Operating expenses, excluding facilities                                                
     reorganization charges                                293,407        341,222    187,099 
     Facilities reorganization charges                           -              -      5,142 
                                                         ---------      ---------   -------- 
     Operating income                                       67,565         10,440      2,507 
     Interest (expense), net                               (19,303)       (21,717)   (14,743)
     Other income (expense), net                             7,513        (10,839)   (36,570)
     Nonrecurring income, net                                    -         60,486          - 
                                                         ---------      ---------   -------- 
     Income (loss) before income taxes                      55,775         38,370    (48,806)
     Income tax                                             (3,661)         2,693    (31,765)
                                                         ---------      ---------   -------- 
     Income (loss) before minority interest                 59,436         35,677    (17,041)
     Minority interest in Panamco Brasil holding company     2,219            812       (299)
                                                         ---------      ---------   -------- 
     Net income (loss) attributable to Panamco           $  57,217      $  34,865   $(16,742)
                                                         =========      =========   ======== 
    Margin Analysis (as a percent of net sales):                                             
     Operating income                                         7.0%        1.2%         0.5%  
     Income (loss) before minority interest                   6.1%        4.0%       (3.4)%  
     Net income (loss) attributable to Panamco                5.9%        3.9%       (3.3)%  
     Cash Operating Profit                                   11.9%       10.5%         7.0%  

Unit Case Sales Data (in millions):                                                          
     Soft drinks                                             213.7       219.4        235.9  
     Beer                                                     63.9        62.2         63.3  
     Water                                                     8.8        11.1         12.7  

Other Data:                                                                                  
     Depreciation and amortization                       $  47,828   $  83,612    $  32,763  
     Capital expenditures                                $  52,134   $  62,051    $  22,686  
     Cash Operating Profit                               $ 115,393   $  94,052    $  35,270  

                                                               Year Ended December 31,       
                                                        -----------------------------------  
                                                           1997         1998(1)       1999   
                                                        ----------   ---------    ---------  
Balance Sheet Data:                                                                          
     Cash and equivalents                               $  13,919    $   5,885    $   8,563  
     Property, plant and equipment, net                   274,988      298,023      195,387  
     Total assets                                         673,541      709,176      487,374  
     Total debt                                            79,224      119,295       79,279  
     Total liabilities                                    273,373      320,400      188,663  
     Minority interest in Panamco Brasil subsidiaries      15,005        5,038        3,167  
     Shareholders' equity                                 385,163      383,738      295,544  

[FN]                                                                            
-----------------------                                                         
(1)   Includes only four months of R.O.S.A.                                     
</FN>                                                                           

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Panamco Colombia  
(U.S. dollars in thousands, except for unit cases)  

                                                        [Enlarge/Download Table]

                                                           Year Ended December 31,      
                                                    ----------------------------------- 
                                                       1997          1998        1999   
                                                    ----------    ---------   --------- 
Statement of Operations Data:                                                           
                                                                                        
     Net sales                                       $ 537,987    $ 495,812   $ 397,014 
     Cost of sales, excluding depreciation and                                          
       amortization                                    232,271      217,817     175,522 
     Operating expenses, excluding facilities                                           
       reorganization charges                          233,719      215,467     207,032 
     Facilities reorganization charges                       -            -       1,370 
                                                     ---------     --------    -------- 
     Operating income                                   71,997       62,528      13,090 
     Interest (expense), net                           (2,408)       (5,328)     (6,753)
     Other income, net                                  10,008        5,311       2,824 
                                                     ---------     --------    -------- 
     Income before income taxes                         79,597       62,511       9,161 
     Income taxes                                       18,385          796         966 
                                                     ---------     --------    -------- 
     Income before minority interest                    61,212       61,715       8,195 
     Minority interest in Panamco Colombia holding                                      
       company                                             515          137         107 
                                                     ---------     --------    -------- 
     Net income attributable to Panamco Colombia                                        
       holding company                                                                  
                                                        60,697       61,578       8,088 
     Minority interest in Panamco Colombia               1,694        1,698         223 
                                                     ---------     --------    -------- 
     Net income attributable to Panamco              $  59,003     $ 59,880    $  7,865 
                                                     =========     ========    ======== 

Margin Analysis (as a percent of net sales):                                            
     Operating income:                                   13.4%        12.6%        3.3% 
     Income before minority interest                     11.4%        12.4%        2.1% 
     Net income attributable to Panamco Colombia                                        
       holding company                                   11.3%        12.4%        2.0% 
     Net income attributable to Panamco                  11.0%        12.1%        2.0% 
     Cash Operating Profit                               22.5%        24.4%       18.5% 

Unit Case Sales Data (in millions):                                                     
     Soft drinks                                        190.8        186.9        153.9 
     Water                                               40.7         44.0         37.2 

Other Data:                                                                             
     Depreciation and amortization                  $  49,305    $  58,510    $  60,548 
     Capital expenditures                           $  62,922    $  69,216    $  28,276 
     Cash Operating Profit                           $121,302     $121,038    $  73,638 

                                                               At December 31,          
                                                    ----------------------------------- 
                                                       1997         1998         1999   
                                                    ----------   ---------    --------- 
Balance Sheet Data:                                                                     
     Cash and equivalents                           $  46,776    $  62,886    $   7,396 
     Property, plant and equipment, net               254,952      297,874      292,915 
     Total assets                                     481,776      576,191      516,327 
     Total debt                                        71,616      123,200       87,145 
     Total liabilities                                159,873      211,516      154,852 
     Minority interest in Panamco Colombia                                              
       subsidiaries                                     1,720        1,548        1,568 
     Shareholders' equity                             320,183      363,127      359,907 

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Panamco Venezuela 
(U.S. dollars in thousands, except for unit cases)  

                                                        [Enlarge/Download Table]

                                                 Eight Months                        
                                                    Ended            Year Ended      
                                                 December 31,       December 31,     
                                                -----------------------------------  
                                                   1997         1998         1999    
                                                ----------   ---------    ---------  
Statement of Operations Data:                                                        
                                                                                     
     Net Sales                                  $  349,519   $ 550,677    $ 512,292  
     Cost of sales, excluding depreciation and                                       
       amortization                                170,761     264,187      236,197  
     Operating expenses, excluding facilities                                        
       reorganization charges                      143,048     263,168      267,691  
     Facilities reorganization charges                   -           -       28,660  
                                                ----------   ---------    ---------  
     Operating income (loss)                        35,710      23,322      (20,256) 
     Interest (expense), net                        (4,448)     (9,801)     (18,028) 
     Other income (expense), net                    17,880      17,760       (3,337) 
                                                ----------   ---------    ---------- 
     Income (loss) before income taxes              49,142      31,281      (41,621) 
     Income taxes                                     (319)      2,930        8,353  
                                                ----------   ---------    ---------  
     Net income (loss) attributable to Panamco  $   49,461   $  28,351    $ (49,974) 
                                                ==========   =========    =========  

Margin Analysis (as a percent of net sales):                                         
     Operating income (loss)                         10.2%         4.2%        (4.0)%
     Net income (loss) attributable to Panamco       14.2%         5.1%        (9.8)%
     Cash Operating Profit                           20.1%        16.1%        13.6% 

Unit Cases Sales Data (in millions):                                                 
     Soft drinks                                    143.0        195.9        151.7  
     Water                                            6.1         14.3         18.4  
     Beer                                               -            -          0.5  
     Other products                                   4.3          6.3          6.8  

Other Data:                                                                          
     Depreciation and amortization              $  34,606    $  65,099    $  71,156  
     Capital expenditures                       $  27,832    $  68,361    $  33,183  
     Cash Operating Profit                      $  70,316    $  88,421    $  69,800  

                                                           At December 31,           
                                                -----------------------------------  
                                                   1997         1998         1999    
                                                ----------   ---------    ---------  
Balance Sheet Data:                                                                  
     Cash and equivalents                       $  28,151    $  31,211    $  35,872  
     Property, plant and equipment, net           321,484      355,054      339,417  
     Total assets                                 527,104      589,543      566,371  
     Total debt                                   111,558       16,065      188,000  
     Total liabilities                            283,358      330,366      364,259  
     Shareholders' equity                         243,746      259,177      202,112  

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Panamco Central America 
(Costa Rica, Nicaragua and Guatemala) 
(U.S. dollars in thousands, except for unit cases)  

                                                                [Download Table]

                                                       Year Ended December 31,      
                                                 ---------------------------------- 
                                                  1997(1)     1998(2)        1999   
                                                 ---------   ---------    --------- 
Statement of Operations Data:                                                       
                                                                                    

     Net sales                                   $ 106,838   $ 190,355     $212,074 
     Cost of sales, excluding depreciation and                                      
       amortization                                 48,948      90,829      100,781 
     Operating expenses                             41,432      76,593       84,261 
                                                 ---------   ---------     -------- 
     Operating income                               16,458      22,933       27,032 
     Interest income (expense), net                     96      (4,292)      (1,843)
     Other income (expense), net                      (937)      2,505       (5,692)
                                                 ---------   ---------     -------- 
     Income before income taxes                     15,617      21,146       19,497 
     Income taxes                                    3,911       5,661        5,468 
                                                 ---------   ---------     -------- 
     Net income attributable to Panamco          $  11,706   $  15,485     $ 14,029 
                                                 =========   =========     ======== 

Margin Analysis (as a percent of net sales):                                        
     Operating income                                15.4%       12.0%         12.7%
     Net income attributable to Panamco              11.0%        8.1%          6.6%
     Cash Operating Profit                           23.1%       19.9%         21.2%

Unit Case Sales Data (in millions):                                                 
     Soft drinks                                      33.3        63.0         69.7 
     Water                                             1.2         2.2          3.6 
     Other products                                    0.2         0.6          0.6 

Other Data:                                                                         
     Depreciation and amortization              $    8,186   $  15,039    $  17,990 
     Capital expenditures                       $   11,104   $  38,540    $  21,139 
     Cash Operating Profit                      $   24,644   $  37,972    $  45,022 

                                                           At December 31,          
                                                ----------------------------------- 
                                                   1997         1998         1999   
                                                ----------   ---------    --------- 
Balance Sheet Data:                                                                 
     Cash and equivalents                       $  13,211    $   9,603    $   8,496 
     Property, plant and equipment, net            68,174      105,925      104,478 
     Total assets                                 120,089      174,710      181,255 
     Total debt                                    15,269       44,260       16,299 
     Total liabilities                             41,028       86,917       67,861 
     Shareholders' equity                          79,061       87,793      113,394 

[FN]                                                                            
----------------------                                                          
(1) Includes only five months of Panamco Nicaragua.                             
(2) Includes only nine months of Panamco Guatemala.                             
</FN>                                                                           

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1999 Compared to 1998                                                           

Consolidated Results of Operations                                              

   Consolidated  net sales decreased 12.9% to $2.4 billion in 1999 from $2.8
billion in 1998,  mainly due to the  effect of the poor  economies  in Brazil,  
Colombia, and Venezuela, resulting in decreased sales volume in soft drinks in  
Colombia  and  Venezuela,  offset by  increased  volumes in Mexico and Central  
America and increased sales volume of water in all countries  except Colombia.  
Increased  sales volumes in these  countries  were due to strategic  marketing  
initiatives.  Unit case volume also  increased in Brazil,  although sales were  
lower compared to 1998 due to Panamco  Brasil's  promotional  pricing strategy  
and the  devaluation of the Brazilian  real.  Soft drink sales volumes in 1999  
were up 5.2% in Mexico, 7.5% in Brazil and 11.1% in Central America, but 17.7%  
and 22.6% lower in Colombia  and  Venezuela,  respectively.  As a result,  net  
consolidated  sales volume decreased 4.4%. Beer sales volume, now sold in both  
Brazil and Venezuela, increased 2.6% to 63.8 million unit cases (including 0.5  
million unit cases from  Venezuela).  Bottled water volume  increased 23.8% in  
Mexico,  14.3% in Brazil, 28.6% in Venezuela and 61.0% in Central America, and  
dropped 15.4% in Colombia, resulting in a net consolidated increase of bottled  
water volume of 14.6%. Overall unit case volume dropped by 0.9%.                

   The cost of sales as a  percentage  of net  sales  decreased  to 49.3% in
1999,  from 51.4% in 1998.  This resulted  primarily  from cost savings in raw  
materials  and  packaging  in several  countries  due to improved  procurement  
contracts and production efficiencies.                                          

   Operating  expenses as a  percentage  of net sales  increased to 45.9% in
1999  from  42.1% in  1998,  as a  result  of  higher  sales  expenses  in all  
franchises due to increased sales promotion  activities,  as well as increased  
depreciation  and  amortization  expenses due to Panamco's  continued  capital  
expenditure program, goodwill charges generated by the acquisition of R.O.S.A.  
and of  minority  interests  in Brazil  during the second  quarter of 1998 and  
facilities  reorganization  charges of $35.2  million  related to a  workforce  
reduction of 3,050 people in Brazil and  Venezuela,  together with the closing  
of five soft drink  bottling  plants in Venezuela.  Facilities  reorganization  
charges of $20.3  million  were  noncash  items  related to the  write-off  of  
physical  assets  and the  remaining  $14.9  were cash  items  related  to the  
severance  payments.  During  1999 we  spent  $163.2  million  on our  capital  
expenditure  program,  which  includes  approximately  $49.0  million  for the  
placement of cold equipment in all countries.                                   

   Operating income decreased 36.3% to $114.5 million from $179.7 million in
1998.  Cash  operating  profit  decreased  17.7% in 1999 to $385.5 from $468.6  
million in 1998.                                                                

   Net  interest  expense  increased  to $100.1  million  in 1999 from $85.3
million in 1998 due to increased  indebtedness resulting from our $300 million  
syndicated loan entered into during the first quarter of 1999.  Total net debt  
increased  to  $1,011.0  million at December  31, 1999 from $997.5  million at  
December 31, 1998.                                                              

   Other expense,  net increased to $39.3 million in 1999 from other income,
net of $22.1 million in 1998,  driven  primarily by foreign exchange losses in  
Brazil of $27.8  million  due to a 48.0%  devaluation  of the  Brazilian  real  
during the year,  decreased equity in earnings at Cervejarias Kaiser in Brazil  
and lower  contributions for capital  expenditures from The Coca-Cola Company.  
Additionally,  during the second quarter of 1999,  Coca-Cola  changed its cold  
equipment  capital  participation  program  so that any funds  received  by us  
during 1999 and future years will be recognized as income in installments over  
a 60-month                                                                      

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period.  Our  ability to include  such  amounts as income  will also depend on  
whether we meet certain  conditions in the future.  Prior to the change,  such  
amounts were included as income upon  receipt,  as no future  conditions  were  
required to be met.                                                             

   The  consolidated  effective  income tax rate increased to 125.2% in 1999
from 29.0% in 1998.  The increase was due to tax benefits  recorded in 1998 in  
Brazil and Colombia, which were not repeated in the 1999 period, the effect of  
the asset tax (minimum tax) in Venezuela and our decision not to recognize the  
benefit of tax loss carryforwards from prior years in Venezuela because of our  
uncertainty  that we will have  sufficient  taxable income in the near-term to  
offset against such benefits.                                                   

   As a result of the foregoing, net loss in 1999 was $59.9 million compared
to net income of $120.3 million in 1998.                                        

   Regarding  the year 2000  issue,  to date,  there  have  been no  adverse
effects on the Company's  systems or operations,  including the ability of any  
significant  customer,  vendor or service  provider  to do  business  with the  
Company,   and  we  have  complied  with  all   regulatory   and   contractual  
requirements.                                                                   

The Company does not expect any contingencies regarding this issue.   

Mexico                                                                          

   Panamco Mexico, which operates in central Mexico,  excluding Mexico City,
reported net sales of $794.8 million in 1999, an increase of 24.5% from $638.5  
million  in 1998,  resulting  from  increased  sales  volume in water and soft  
drinks due to the continued  growth in sales of non returnable  presentations.  
Soft drink sales volume  increased 5.2%  representing  an increase in share of  
sales from 78.2% to 80.2%, and sales volume for bottled water increased 23.8%.  
The sales volume growth in water was mainly due to the  continued  increase in  
water jug sales volume due to increased  coverage of the  Company's  franchise  
territories.                                                                    

   The cost of sales  as a  percentage  of net  sales  was  47.1% in 1999 as
compared  to  47.9%  in 1998 as a  result  of  decreased  raw  material  costs  
partially  offset by an increase in packaging  costs  related to the growth in  
sales of non returnable presentations.                                          

   Operating  expenses as a  percentage  of net sales  decreased to 36.1% in
1999 from 37.1%.  Although there was an increase in net sales, this was offset  
by higher selling and administrative  costs,  mainly attributable to increases  
in  sales  commissions  and  distribution  and  promotional  expenses  due  to  
increased  competition  and  increased  depreciation  expenses  related to our  
continued  capital  expenditure  program in Mexico.  In 1999,  we spent  $57.9  
million   related   mainly  to   strategic   programs.   Higher   selling  and  
administrative  costs  were due to the  continued  expansion  of our 100 meter  
program and cold equipment placement program.                                   

   Operating income increased by 39.8% to $133.2 million and as a percentage
of net sales  was  16.8% in 1999  compared  to 14.9% in 1998.  Cash  operating  
profit increased 31.0% to $173.5 million in 1999 from $132.4 million in 1998.   

   Net interest  expense in 1999  increased  by 18.7% to $11.8  million from
$10.0  million in 1998 due to the  issuance of an aggregate of $106 million in  
unsecured peso denominated promissory notes in November of                      

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1999 in a local debt offering. Net debt was $68.5 million at December 31, 1999  
compared to $5.1  million at December  31, 1998  primarily  as a result of the  
local debt offering.                                                            

   Other income, net was $7.6 million in 1999,  compared to $10.8 million in
1998, due to a decrease in contributions  received from The Coca-Cola  Company  
for capital expenditures and changes in The Coca-Cola Company's cold equipment  
capital participation program discussed above.                                  

   The  effective  income  tax rate in 1999 was 32.5%  compared  to 31.8% in
1998.                                                                           

   As a result of the foregoing, net income contributed by Panamco Mexico to
the Company increased 32.8% to $82.2 million during 1999 from $61.9 million in  
1998.                                                                           

   Beginning  in  1999,  we  discontinued  classifying  Mexico  as a  highly
inflationary  economy.  Accordingly,  the  functional  currency of our Mexican  
operations was changed from the U.S. dollar to the Mexican peso.                

Brazil                                                                          

   Panamco  Brasil,  which operates in the Sao Paulo,  Campinas,  Santos and
Matto Grosso do Sul regions of Brazil, reported net sales of $500.7 million in  
1999, a decrease of 44.2% from $898.0 in 1998,  attributable to local currency  
devaluation of 48% and price  discounting in connection  with our  promotional  
pricing  strategy.  Total sales volume  increased  6.6% to 311.9  million unit  
cases, as a result of Panamco's  promotional  pricing strategy in place during  
1999,  which was  implemented to respond to  competition  from the "B" brands.  
Higher  sales  volumes  were  offset by lower  per unit  prices.  Beer  volume  
increased  1.8% to 63.3 million unit cases from 62.2 million unit cases in the  
prior year.  Water volume  increased 14.3% to 12.7 million unit cases and soft  
drink sales volume increased 7.5% to 235.9 million unit cases.  Panamco Brasil  
increased  its share of sales by 5.2  points  over 1998 and 7.3  points  since  
launching its promotional  pricing strategy in March of 1999, reaching a total  
soft drink share of sales of 57.4% by year-end in its franchise territories.    

   Cost of sales as a  percentage  of net sales  increased  to 61.1% in 1999
from 60.8% in 1998. The increase is primarily  attributable to the devaluation  
of the Brazilian real discussed  above,  slightly  offset by reductions in the  
cost  of  raw  materials  and  increased   direct  sales  to  supermarkets  by  
Cervejerias Kaiser in Panamco Brasil territories. While Panamco Brasil records  
the  commissions  from the  direct  sales  made by  Cervejarias  Kaiser to the  
supermarkets as net sales, this amount affects the percentage of cost of sales  
as a percentage of total sales.                                                 

   Operating expenses,  including  facilities  reorganization  charges, as a
percentage of net sales  increased to 38.4% in 1999 from 38.0% in 1998, due to  
higher  promotional  expenses related to the promotional  pricing strategy put  
into effect during 1999.  The facilities  reorganization  charges were related  
mainly to a  workforce  reduction  of  approximately  1,400  people due to the  
partial  shut down of one of our  bottling  plants  during  the year,  and the  
streamlining of our operations.                                                 

   Operating income decreased by 76.0% to $2.5 million from $10.4 million in
1998  due to lower  sales.  Cash  operating  profit  decreased  62.5% to $35.3  
million in 1999 from $94.1 million in 1998.                                     

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   Net interest  expense  decreased  by 32.1% to $14.7  million in 1999 from
$21.7 million in 1998 as a result of improved financing  conditions  resulting  
in lower interest  costs and repayment of short-term  debt. Net debt was $70.7  
million at December 31, 1999 compared to $113.4 million at December 31, 1998.   

   Other expense,  net increased to $36.6 million from $10.8 million in 1998
as a result of a $27.8 million foreign exchange loss due to the devaluation of  
the Brazilian  real,  lower equity in earnings of  Cervejarias  Kaiser,  lower  
contributions for capital  expenditures from The Coca-Cola Company and changes  
in The  Coca-Cola  Company's  cold  equipment  capital  participation  program  
discussed above.                                                                

   The effective  income tax rate decreased to a negative 65.1% from 7.0% in
1998, as a result of tax benefits  used in 1999  including the reversal of the  
valuation allowance of $14 million provided in 1998 (see nonrecurring items in  
the explanation of 1998 vs. 1997) which  represented a credit to the statement  
of operations of 1999 of $9.5 million at the current exchange rate.             

   As a result of the above,  the net loss contributed to Panamco by Panamco
Brasil  increased  148.0% to ($16.7)  million in 1999 from net income of $34.9  
million in 1998.                                                                

Colombia                                                                        

   Panamco Colombia, which operates throughout Colombia,  reported net sales
of $397.0  million in 1999, a 19.9%  decrease from $495.8 million in 1998. The  
decrease is mainly due to lower total unit case volume of 17.2% resulting from  
a decrease  in soft drink  volume of 17.7% and a decrease  in water  volume of  
15.4%. In dollar terms,  average soft drink prices  decreased 2.8% compared to  
1998,  as a result of a 21.8%  devaluation  of the  Colombian  peso  partially  
offset by a price increase of 18.0% in local  currency.  The decrease in sales  
volume is due to the devaluation of the Colombian peso, economic recession and  
political turmoil. Panamco Colombia's share of sales for soft drinks increased  
5.3 points during 1999 to reach a record high 66.7% in December.                

   Cost of sales as a  percentage  of net sales  increased  to 44.2% in 1999
from 43.9% in 1998, as a result of higher costs  associated  with the increase  
in sales of nonreturnable presentations.                                        

   Operating expenses,  including  facilities  reorganization  charges, as a
percentage of net sales increased to 52.5% in 1999 from 43.5% in 1998,  mainly  
due to higher  depreciation  expenses  related to  Panamco's  ongoing  capital  
expenditure  program,  higher  selling  and  distribution  expenses  due to an  
increase in  promotional  activities  and  facilities  reorganization  charges  
related with write-off of some fixed assets amounting to $1.4 million.          

   Operating  income  dropped to $13.1 million in 1999 from $62.5 million in
1998,  a  decrease  of  79.1%,  primarily  as a result  of lower  sales.  Cash  
operating  profit decreased 39.2% to $73.6 million in 1999 from $121.0 million  
in 1998.                                                                        

   Net interest expense  increased to $6.8 million in 1999 from $5.3 million
in 1998, due mainly to a new governmental tax on financial transactions, which  
came into effect in the fourth  quarter of 1998. Net debt was $42.2 million at  
December 31, 1999 compared to $60.3 million at December 31, 1998.               

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   Other  income,  net  decreased  46.8% to $2.8  million  in 1999 from $5.3
million  in 1998  primarily  due to lower  contributions  from  The  Coca-Cola  
Company for capital  expenditures and changes in The Coca-Cola  Company's cold  
equipment capital participation program discussed above.                        

   The  effective  income tax rate  increased  to 10.5% in 1999 from 1.3% in
1998 primarily due to the recognition of tax credits recorded during the first  
quarter of 1998, which were not available in 1999.                              

   As a result of the above,  net income  contributed by Panamco Colombia to
the  Company  decreased  86.9% to $7.9  million in 1999 from $59.9  million in  
1998.                                                                           

Venezuela                                                                       

   Panamco  Venezuela  reported  net  sales of  $512.3  million  in 1999,  a
decrease of 7.0% from $550.7  million in 1998.  The decrease was mainly due to  
lower total unit case volume of 18.0% attributable to a decrease in soft drink  
volume of 22.6%,  which was  partially  offset by  increased  water  volume of  
28.6%.  Beer,  which  we began  selling  during  the  second  quarter  of 1999  
contributed  0.5  million  unit  cases to our  total  unit case  volume.  This  
significant  drop in sales volume is attributable to poor economic  conditions  
in Venezuela and a highly  competitive  environment.  Panamco's share of sales  
for soft drinks increased 1.3 points during 1999 to 70.3%.                      

   Cost of sales as a  percentage  of net sales  decreased  to 46.1% in 1999
from 48.0% in 1998,  as a result of a 17.0%  increase in  salaries,  offset by  
cost-reduction  programs  implemented  throughout the first six months of 1999  
and a drop in soft drink volume, which resulted in lower production costs.      

   Operating expenses,  including  facilities  reorganization  charges, as a
percentage of net sales increased to 57.8% in 1999 from 47.8% in 1998,  mainly  
due to higher  depreciation  expenses  related to  Panamco's  ongoing  capital  
expenditure program,  along with increased marketing expenses.  The facilities  
reorganization  charges of $28.7 million were related to a workforce reduction  
of more than 1,650 people  amounting to $9.8 million (cash) resulting from the  
closing  of five soft drink  bottling  plants and the  write-off  of  physical  
assets of these plants amounting to $18.9 million (noncash) during the year.    

   Operating loss  increased  187.1% to $20.3 million in 1999 from operating
income of $23.3 million in 1998  primarily as a result of decreased  sales and  
the facilities  reorganization  charges. Cash operating profit decreased 21.1%  
to $69.8 million in 1999 from $88.4 million in 1998.                            

   Net interest expense increased to $18.0 million in 1999 from $9.8 million
in 1998,  due mainly to increased  net debt  position  over the twelve  months  
ended December 31, 1999 as a result of increased  short-term  working  capital  
needs.  Net debt was $152.1  million at December  31, 1999  compared to $109.9  
million at December 31, 1998, which includes $125.0 million of an intercompany  
debt that was transferred to Panamco Venezuela in January of 1999.              

   Other  expense,  net increased  118.8% to $3.3 million from other income,
net of $17.7  million in 1998 as a result of lower  contributions  for capital  
expenditures from The Coca-Cola  Company,  changes in The Coca-Cola  Company's  
cold equipment capital  participation  program discussed above and a charge of  
$3.6 million resulting from asset damage due to severe floods that occurred in  
December 1999.                                                                  

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   The  effective  income tax rate  increased  to 20.1% in 1999 from 9.4% in
1998  primarily  due to the asset tax or minimum  tax paid in  Venezuela  as a  
result of a net loss position before income taxes of $38.0 million in 1999 and  
our decision not to recognize the benefit of tax loss carryforwards from prior  
years,  because of our uncertainty  that we will generate  sufficient  taxable  
income in the near term to offset against such benefits.                        

   As a result of the  above,  net loss  attributable  to the  Company  from
Panamco Venezuela increased 276.3% to $50.0 million in 1999 from net income of  
$28.4 million in 1998.                                                          

Central America                                                                 

   Panamco's  Central  American  region  includes  franchises in Costa Rica,
Nicaragua and  Guatemala.  The region  reported net sales of $212.1 million in  
1999, a 11.4% increase from $190.4 million in 1998,  resulting  primarily from  
increases  in soft  drink  and  bottled  water  volume  of  11.1%  and  61.0%,  
respectively,  partially  offset  by a  15.1%  devaluation  of the  Guatemalan  
quetzal.  Panamco Guatemala  accounted for almost all of the soft drink volume  
increase in the region, which sold 19.5 million unit cases versus 13.3 million  
in the prior year period.  Sales volume in  Nicaragua  increased  2.5% to 21.4  
million  unit cases  versus 20.8  million  unit cases in the prior year.  Soft  
drink sales volume in Costa Rica was up 0.7% to 28.7  million unit cases.  The  
increase in water volume resulted from increases at all franchises.  Panamco's  
share of sales increased to 93.3% in Costa Rica,  43.1% in Guatemala and 84.3%  
in Nicaragua.                                                                   

   Cost of sales as a  percentage  of net sales  decreased  to 47.5% in 1999
from 47.7% in 1998, due mainly to cost  efficiencies  in the region,  slightly  
offset by an increase in raw material and labor costs.                          

   Operating  expenses as a percentage of net sales  decreased to 39.7% from
40.2% in 1998, as a result of the tight  expense  controls and the increase in  
sales, slightly offset by increase in depreciation expenses.                    

   Operating  income  increased  17.9% to $27.0  million  in 1999 from $22.9
million in the 1998,  primarily as a result of increased sales. Cash operating  
profit increased 18.6% to $45.0 million in 1999 from $38.0 million in 1998.     

   Net interest  expense  decreased  57.1% to $1.8 million in 1999 from $4.3
million  in 1998,  due to a  decrease  in net debt as a result of  payment  of  
short-term  debt with cash  contributed  by the Company to its  Nicaraguan and  
Guatemala  franchises  and improved  financing  conditions.  Net debt was $7.8  
million at December 31, 1999 compared to $34.7 million at December 31, 1998.    

   Other  expense,  net increased to $5.7 million in 1999 from other income,
net of $2.5 million in 1998.  This increase is attributable to the devaluation  
of the  Guatemalan  quetzal  of 15.1% and  Nicaraguan  cordoba  of 10.0%  that  
affected  the  1999  financial  results  by  $2.2  million  and  $1.6  million  
respectively,  and changes in The Coca-Cola  Company's cold equipment  capital  
participation program discussed above.                                          

   Effective income tax rates were 25.9%, 26.4% and 0.0% in 1999 for Panamco
Costa Rica, Nicaragua and Guatemala  respectively compared to 27.8%, 45.3% and  
1.1% in 1998.                                                                   

   As a result of the above,  net  income  contributed  by  Panamco  Central
America  to the  Company  decreased  9.4% to $14.0  million in 1999 from $15.5  
million in 1998.                                                                

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1998 Compared to 1997                                                           

   Net sales  increased  10.5% to $2.8  billion from $2.5 billion in 1997 on
consolidated  unit case sales  volume  growth of 16.1% to a record 1.2 billion  
cases.  By country,  sales  volume grew 20.7% in Mexico,  and 88.6% in Central  
America, including 13.8% volume growth in Costa Rica and contributions of 21.1  
million and 13.9 million unit cases by Nicaragua and  Guatemala,  and was flat  
in Brazil and  Colombia.  In  Venezuela,  volume grew 41.2%  during the twelve  
months of 1998, compared with eight months of operations in 1997.               

   The cost of sales as a  percentage  of net  sales  decreased  to 51.4% in
1998,  from 52.9% in 1997,  driven by continued  cost savings in raw materials  
and increased productivity that resulted in higher margins in all countries.    

   The following  discussions are after the recording of nonrecurring  items
(explained below).                                                              

   Operating  expenses as a  percentage  of net sales  increased to 42.1% in
1998 from 37.3% in 1997,  as a result of a  significant  increase  in goodwill  
amortization  related to the purchase of Panamco  Venezuela  and the Company's  
continued  increase in its  investment  program which reached  $302.2  million  
during 1998.                                                                    

   Operating  income  dropped  to $179.7  million  in 1998,  down 26.9% from
$245.9  million  in  1997.  Cash  operating  profit   (operating  income  plus  
depreciation and  amortization)  increased 10.1% to $468.6 million compared to  
$425.4 million in 1997.                                                         

   Net  interest  expense  increased  to $85.3  million  in 1998 from  $38.9
million in 1997, due to increased  indebtedness following the offering in July  
1997 of $300  million  aggregate  principal  amount of 7 1/4% Senior Notes due  
2009,  increased debt related to the purchase of minority interests in Panamco  
Mexico  during  December  1997  and  increased  indebtedness  related  to  the  
acquisition of R.O.S.A.  Total net debt reached $998 million from $412 million  
in 1997.                                                                        

   Other income, net decreased to $22.1 million, from $44.0 million in 1997,
primarily due to lower equity in the earnings of Cervejarias  Kaiser in Brazil  
and increased exchange losses in Brazil partially offset by higher grants from  
Coca-Cola.                                                                      

   Our  consolidated  effective  income tax rate for 1998 increased to 29.0%
from 22.8% in 1997,  mainly as tax credits obtained in 1997 in Brazil,  Mexico  
and Venezuela were not obtained in 1998.                                        

   As a result of the above,  income before minority  interest dropped 35.2%
to $125.6  million,  from $193.8  million  1997.  Minority  interest in income  
declined to 4.2% in 1998 from 10.3% in 1997.  In December  1997,  we increased  
our ownership in our Mexican subsidiary,  Panamco Mexico, to 98% from 74%, and  
in Panamco Mexico's principal  subsidiaries to 96% from 93%, paying a total of  
$277 million and recognizing $228 million of goodwill for this acquisition. As  
a result, we now have a 95% effective interest in its Mexican  operations,  up  
from 69%. This  acquisition  added $11.8 million to our net income in 1998. In  
addition,  during 1998 we increased  our  ownership  interest in our Brazilian  
subsidiary,  Panamco Brasil, to 98% from 96%, paying a total of $28.1 million.  
These  acquisitions  nearly  complete  a  program  started  five  years ago to  
purchase minority interest in our subsidiaries in Mexico, Brazil and Colombia.  
Panamco  Venezuela and Panamco  Nicaragua  acquired  during 1997,  and Panamco  
Guatemala, acquired in early 1998, contributed $28.4 million, $1.1 million and  
$2.1 million, respectively, to net income.                                      

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   As a result  of the  above,  1998 net  income  was down  30.8% to  $120.3
million  from  $173.8  million  in 1997.  In 1998,  basic  earnings  per share  
("BEPS") was $0.93 based on 129.5 million weighted average shares  outstanding  
compared  to BEPS of $1.44  based on 120.8  million  weighted  average  shares  
outstanding  in 1997. In 1998,  diluted  earnings per share ("DEPS") was $0.92  
based on 130.8 million weighted average shares outstanding compared to DEPS of  
$1.43 based on 122.0 million weighted average shares outstanding in 1997.       

   Nonrecurring  Items - During 1998,  Panamco  Brasil  conducted a study to
evaluate the expected future utilization of returnable  product  presentations  
in  the  Brazilian  market,   having  observed  accelerated  demand  for,  and  
utilization of, nonreturnable presentations in the marketplace. The results of  
this study show that the use of nonreturnable  presentations  will continue to  
increase in the  Brazilian  market.  Therefore,  we have adjusted the carrying  
value of bottles and cases to reflect their  estimated use in the  marketplace  
by  charging  $36.5  million  to  1998  operating  results,  increasing  total  
depreciation and amortization  expense,  and reducing the provision for income  
tax by $12.1 million.                                                           

   Additionally,  we reversed a contingency  reserve recorded in prior years
for excise tax  credits  (IPI) taken on  purchases  of raw  materials  between  
February 1991 and February  1994. We have  previously  accrued this reserve in  
the full amount of such  credits.  We reversed  this reserve based on the fact  
that,  during 1998,  the Brazilian  Supreme Court  resolved  similar claims of  
other bottlers in favor of the bottlers.                                        

   The reversal of the excise tax reserve  amounted to $60.5 million and was
credited to other income, in the income statement. Income tax credits recorded  
in this reserve,  amounting to $20.0  million,  were also reversed and charged  
directly to income in the provision for income tax.                             

   At the end of 1998,  some Brazilian tax rules were changed as part of the
Brazilian  government's  reform of the tax system.  For example,  the "Cofins"  
tax,  which is assessed on sales  revenues,  was increased  from 2.0% to 3.0%.  
One-third of the Cofins tax paid may be offset against the social contribution  
tax calculated for the year, which is reported together with the provision for  
income tax.  Amounts not offset during the year may not be carried  forward to  
future  periods.  This change reduces  significantly  the ability of Brazilian  
companies,  including  Panamco Brasil,  to fully recover credits deriving from  
social contribution tax loss carryforwards. Therefore, we recorded a valuation  
allowance on  previously  recorded  deferred  income tax credits  amounting to  
$14.0  million,  charging it to income in the  provision for income tax in the  
fourth quarter of 1998.  Management is currently analyzing what actions can be  
taken to enable  Panamco to recover  the  deferred  income tax  credits in the  
future.                                                                         

   The net impact of these  nonrecurring  (noncash) items was an increase in
net income of $2.0  million,  or $0.02 per share  (basic)  and $0.01 per share  
(diluted).                                                                      

Mexico                                                                          

   Panamco Mexico  reported 1998 net sales of $638.5  million,  16.8% higher
than the  previous  year's  net  sales of  $546.8  million.  This rise was due  
primarily  to a  year-over-year  increase of 20.7% in unit case sales  volume,  
from 305.1 million unit cases to 368.3 million unit cases,  reflecting a 11.3%  
increase in soft drink volume and a 50.2%  increase in bottled  water  volume.  
The increase in soft drink volume resulted from significant growth in sales of  
nonreturnable  presentations  and the  continued  rollout of the new 1.5-liter  
nonreturnable  bottles.  Bottled water volume growth was  attributable  to the  
continued  success  of Risco  purified  and  mineral  water in single  serving  
presentations and the expansion of the 19-liter jugs coverage.                  

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   The cost of sales as a percentage of net sales decreased to 47.9% in 1998
from 48.9% in 1997,  primarily due to the continued  reduction in raw material  
and freight costs,  slightly offset by higher costs  attributable to increased  
sales of nonreturnable presentations.                                           

   Operating  expenses as a  percentage  of net sales  increased to 37.1% in
1998 from 35.9% in 1997 due to  increases  in  depreciation  and  amortization  
expenses  related to the purchase of minority  interests in the fourth quarter  
of 1997, slightly offset by tight expense controls.                             

   Operating income grew 14.6% to $95.3 million,  and as a percentage of net
sales was  14.9% in 1998  compared  to 15.2% in 1997.  Cash  operating  profit  
increased 25.6% to $132.4 million from $105.4 million in 1997.                  

   Net interest  expense  increased 45.8% to $10.0 million in 1998 from $6.8
million in 1997, primarily as a result of increased  intercompany debt related  
to the purchase of minority interests. Other income, net increased slightly to  
$10.8  million  during 1998 from $9.6 million in 1997.  The effective tax rate  
decreased to 31.8% in 1998 from 36.3% in 1997.                                  

   As a result of the above, income before minority interest increased 19.8%
to $65.6 million in 1998 from $54.7 million. Minority interest as a percent of  
sales was reduced to 0.6% in 1998 from 2.8% in 1997, mainly as a result of the  
1997 fourth quarter purchase of minority interests totaling $277 million.  Net  
income  attributable  to Panamco  increased  57.9% to $61.9 million from $39.2  
million in 1997.                                                                

Brazil                                                                          

   Panamco  Brasil  reported net sales of $898.0 million in 1998, a decrease
of 7.3% from $969.1 million in 1997. This drop reflects a 9.4% decrease in the  
average price per unit case, due mainly to a decline in the effective price of  
beer,  attributable  to increased  direct sales to supermarkets by Cervejarias  
Kaiser in Panamco Brasil territories.  While Panamco Brasil records the entire  
volume sold by Kaiser,  only the commissions  from the sales are posted to net  
sales,  affecting  the  calculation  of  average  price  per unit  case.  Also  
impacting the average  price was the fact that overall  sales to  supermarkets  
increased as a percentage  of total sales.  The decrease in the average  price  
per unit case was offset  slightly by a 2.2% increase in total unit case sales  
volume,  from  286.3  million  cases in 1997 to 292.7  million  cases in 1998,  
reflecting  the  addition of 3.4 million  unit cases from the  acquisition  of  
R.O.S.A.,  which  was in turn  offset  by a 2.3%  drop in beer  sales  volume.  
Separately, in November 1998, Panamco Brasil increased soft drink prices by 5%  
and was able to maintain its leadership, with a market share of 53.0%.          

   Cost of sales as a  percentage  of net sales  decreased  to 60.8% in 1998
from 62.8% in 1997, due primarily to a continued reduction in raw material and  
production  costs,  which  resulted  from improved  procurement  and operating  
efficiencies.                                                                   

   Operating  expenses as a  percentage  of net sales  increased to 38.0% in
1998  from  30.3% in 1997,  primarily  as a result of  increased  depreciation  
expense related to capital expenditures of $62.1 million during 1998.           

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   Operating  income  decreased 84.5% to $10.4 million in 1998,  compared to
$67.6  million  in  1997,  mainly  due to the  nonrecurring  items  previously  
discussed. Cash operating profit decreased 18.5% to $94.1 million in 1998 from  
$115.4 million in 1997.                                                         

   Net interest expense  increased 12.5% to $21.7 million in 1998 from $19.3
million in 1997, due primarily to higher  interest rates on local debt.  Other  
income,  net  decreased to a loss of $10.8 million in 1998 from income of $7.5  
million in 1997,  mainly due to lower  equity in the  earnings of  Cervejarias  
Kaiser.  The effective tax rate increased to 7.0% in 1998 from a negative 6.6%  
in 1997 as a result of the nonrecurring items previously  described,  slightly  
offset by continual tax planning.                                               

   As a result of the foregoing,  income before minority interest  decreased
40.0% to $35.7 million.  Net income attributable to Panamco decreased 39.1% to  
$34.9 million, or 3.9% of net sales, from $57.2 million, or 5.9% of net sales,  
in 1997.                                                                        

   Beginning  in  1998,  we  discontinued  classifying  Brazil  as a  highly
inflationary  economy.  Accordingly,  the functional currency of our Brazilian  
operations  was  changed  from the U.S.  dollar to the  Brazilian  real.  This  
resulted  in a change in the method of  translating  the  Brazilian  financial  
statements  from the  remeasurement  process to the current  rate  translation  
method,  which,  in turn,  resulted in a decrease in the  deferred  income tax  
balance and shareholders' equity in the amount of $7.7 million.                 

   In September  1998,  we acquired  R.O.S.A.  for $47.9 million in cash. As
part of this transaction, we also acquired R.O.S.A.'s plastic bottle business,  
Supripack  Industria de  Embalagens,  S.A.  (Supripack),  for $10.0 million in  
cash,  bringing the total  acquisition  price to $57.9  million,  for which we  
entered  into a $70.0  million  financing  agreement.  We began  consolidating  
R.O.S.A.'s results as of September 1, 1998, and registered  estimated goodwill  
of $37.4 million in connection with this acquisition.  In addition, during the  
year we increased  our ownership  interest in Panamco  Brasil to 98% from 96%,  
paying a total of $28.1 million.                                                

Colombia                                                                        

   Panamco  Colombia  reported  net sales of $496  million  in 1998,  a 7.8%
decrease from $538 million in 1997. This is due in part to the effect of a 25%  
devaluation of the Colombian peso during 1998,  which was partially  offset by  
two price  increases  effected  during  the year.  The drop in net sales  also  
reflects a 2.0%  decrease in soft drink sales  volume from 190.8  million unit  
cases in 1997 to 186.9 million in 1998.  Bottled water sales volume  increased  
to 44.0  million  unit  cases in 1998,  from 40.8  million  cases in 1997 as a  
result of the  continued  success of Santa Clara brand  purified  water in the  
19-liter jug presentation.                                                      

   Cost of sales as a  percentage  of sales  increased to 43.9% in 1998 from
43.2% in 1997, as a result of slightly higher costs  associated with increased  
sales of nonreturnable presentations.                                           

   Operating expenses as a percentage of net sales remained flat at 43.5% in
1998  compared  with 43.4% in 1997.  In  absolute  terms,  operating  expenses  
decreased  7.8% to $215.5  million in 1998 from $233.7 million in 1997, due to  
currency devaluation,  offset by higher depreciation and amortization expenses  
resulting from the continued capital expenditures program and the introduction  
of new bottles, jugs and cases into the marketplace.                            

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   As a result,  operating  income decreased 13.2% to $62.5 million in 1998,
and as a  percentage  of net sales was 12.6% in 1998,  compared  with 13.4% in  
1997.  Cash operating  profit remained flat at $121.0 million in 1998 compared  
with $121.3 million in 1997.                                                    

   Net interest  expense was $5.3  million in 1998  compared to net interest
expense  of $2.4  million in 1997 as a result of  increased  net debt of $51.6  
million.                                                                        

   Other  income,  net  decreased  46.9% to $5.3  million in 1998 from $10.0
million, mainly due to fewer grants received from The Coca-Cola Company.        

   The  effective  tax rate  decreased  to 1.3% in 1998 from  23.1% in 1997,
primarily  due to tax  benefits  received  in  December  1998 as a  result  of  
investment in Friomix del Cauca, our Colombian cooler production business.      

   As a result of the foregoing,  income before minority interest  increased
0.8% to  $61.7  million  during  1998.  Net  income  attributable  to  Panamco  
increased  1.5% to $59.9  million  in 1998 or 12.1% of net  sales,  from $59.0  
million, or 11.0% of net sales.                                                 

Venezuela                                                                       

   Panamco Venezuela  reported net sales of $550.7 million for the full year
ended December 31, 1998 on unit case sales volume of 216.5 million,  including  
195.9,  14.3 and 6.3  million  unit  cases of soft  drinks,  water  and  malt,  
respectively.                                                                   

   Cost of sales was $264.2 million or 48.0% of net sales,  while  operating
expenses  were  $263.2  million  or 47.8%  of net  sales.  Operating  expenses  
included depreciation and amortization of $65.1 million. Cash operating profit  
was $88.4 million, or 16.1% of net sales for 1998.                              

   Interest expense was $9.8 million or 1.8% of net sales. Other income, net
remained flat at $17.8 million but dropped to 3.2% of net sales from 5.1%. The  
effective tax rate for the year was 9.4%.                                       

Net income for 1998 was $28.4 million or 5.1% of net sales.           

Central America                                                                 

   Costa  Rica.  Net sales  grew  10.8% to $97.7  million in 1998 from $88.2
million in 1997,  resulting  primarily  from an 11.9%  increase  in unit cases  
sales volume of soft drinks and a 48.4%  increase in volume of bottled  water.  
The increase in soft drink volume resulted from growth in sales of the 2-liter  
Refillable Pet ("REF-PET") and 6.5-oz.  glass returnable  presentations,  as a  
well as promotional events and merchandising programs.                          

   Cost of sales as a percentage of net sales decreased slightly to 44.0% in
1998  compared  with 44.4% in 1997,  due to  production  efficiencies  and raw  
material cost improvements.                                                     

   Operating  expenses as a  percentage  of net sales  increased to 39.2% in
1998 from 38.7% in 1997, due to an increase in depreciation expenses resulting  
from our continued capital  expenditure  program,  which in 1998 reached $17.3  
million, up from $12.0 million in 1997.                                         

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   Operating  income  increased to $16.4  million,  or 16.8% of net sales in
1998,  from  $14.9  million  in  1997,  or 16.9%  of net  sales in 1997.  Cash  
operating  profit  increased 11.5% to $24.2 million in 1998 from $21.7 million  
in 1997.                                                                        

   Net interest  income was $1.0 million in 1998,  flat from $1.1 million in
1997. Other income,  net increased by $1.1 million during 1998,  mainly driven  
by increased grants from The Coca-Cola Company.                                 

   Net income  increased  12.5% to $12.4 million,  or 12.7% of net sales, in
1998 from $11.0 million, or 12.5% of net sales, in 1997.                        

   Nicaragua.  Net sales were $47.6  million  in 1998 on 21.1  million  unit
cases sales. The overall gross margin was 45.8%.                                

   Operating  expenses as a  percentage  of net sales were 39.6%,  including
depreciation expenses of $4.2 million, or 22.5% of total operating expenses.    

   Operating  income was $3.0 million,  or 6.2% as a percentage of net sales
in 1998 and cash operating profit was $7.2 million, or 15.1% of net sales.      

   The  effective  income tax rate for the period was 45.3%.  Net income for
the period was $1.1 million, or 2.2% of net sales.                              

   Guatemala.  Net sales for the nine months  ended  December  31, 1998 were
$45.1  million on unit cases sales of 13.9  million.  The overall gross margin  
was 51.1%.                                                                      

   Operating  expenses as a  percentage  of net sales were 43.1%,  including
depreciation expenses amounting to 15.6% of total operating expenses.           

   Operating income was $3.6 million,  or 7.9% as a percentage of net sales.
Cash operating profit was $6.6 million, or 14.6% of net sales.                  

   Net income for the nine months  ended  December 31, 1998 was $2.1 million
or 4.6% of net sales.                                                           

Capital Expenditures                                                            

   Total  capital  expenditures  were $209  million,  $302  million and $163
million  in 1997,  1998 and 1999,  respectively.  During  1999,  approximately  
35.5%, 13.9%, 17.3%, 3.8%, 20.3%, 3.2% and 6.0% of such expenditures were made  
by Panamco  Mexico,  Panamco  Brasil,  Panamco  Colombia,  Panamco Costa Rica,  
Panamco Venezuela, Panamco Nicaragua and Panamco Guatemala,  respectively. The  
principal components of such capital expenditures during 1999 were:             

o    $24 million for increasing production capacity                   

o    $28 million in Company's fleet of vehicles                       

o    $49 million for coolers, vending and post-mix equipment.         

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o    $12 million in environmental expenses.                           

o    $50 million in operational and other purposes.                   

   Our  Board  of  Directors  has  established   various  criteria  for  the
allocation of capital  resources.  The factors that  management must review in  
proposing  three-year  capital budgets include  anticipated  internal rates of  
return,  pay-back  periods  and  EVA(R)  analysis  from  various  investments,  
corresponding  plans  of The  Coca-Cola  Company  and  anticipated  levels  of  
earnings and debt in the country in which such expenditures are proposed to be  
made.                                                                           

   During 2000 we estimate that we will have aggregate capital  expenditures
of approximately $149 million. Of our estimated total capital expenditures for  
2000, we expect to spend approximately:                                         

   o    $56 million in Mexico to continue our program of strategic placement
      of cold storage equipment and to upgrade our operating facilities,

   o    $14  million  in  Brazil   mainly  for   production   capacity   and
distribution fleet,                                         

   o    $24   million  in   Colombia   mainly  for   marketing   assets  and
environmental purposes,                                     

   o    $29  million in  Venezuela  to  continue  our  program of  strategic
placement of cold storage equipment, and                    

   o    $26 million in our Panamco  Central  American  franchises to upgrade
production capacity, fleet and marketing assets.            

   The foregoing estimates of capital  expenditures are based on our current
expectations  and are subject to change.  Actual costs may exceed estimates or  
we  may  reallocate  or  alter  our  capital  budget.   See   "Forward-Looking  
Statements".                                                                    

   We  intend to fund our  capital  expenditure  program  with cash on hand,
consolidated cash flow from operations and borrowings at the subsidiary level.  

   The  Coca-Cola  Company  from time to time  provides  incentives  for its
bottlers to make particular types of capital  expenditures.  During 1997, 1998  
and 1999,  such  incentives  consisted  of grants  which are included as other  
income in "Other income (expense)" in the consolidated  financial  statements,  
and loans included in the  indebtedness  referred to above.  During the second  
quarter of 1999,  The Coca-Cola  Company  changed its cold  equipment  capital  
participation  program so that any funds received by us during 1999 and future  
years will be recognized as income in installments over a 60-month period. Our  
ability to include  such amounts as income will also depend on whether we meet  
certain  conditions  in the future.  Prior to the change,  such  amounts  were  
included as income upon receipt,  as no future  conditions were required to be  
met,   without   regard   to   our   earnings.   See   "--1999   Compared   to  
1998--Consolidated   Results  of   Operations"   and  Note  13  of  "Notes  to  
Consolidated  Financial  Statements".  The  Coca-Cola  Company  also  provides  
cooperative advertising support to us.                                          

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Liquidity and Capital Resources                                                 

   At December 31, 1999, we had  consolidated  cash and cash  equivalents of
$152.6 million, an increase of 16.5% compared to $131.0 million as of December  
31, 1998.  This increase is as a result of increased  debt from the syndicated  
loan  issued  during  the  first  quarter  of  1999.  Our  total  consolidated  
indebtedness was $1,348.1 million at December 31, 1999.                         

   Consolidated  cash flow  provided by operations  was $439  million,  $270
million and $226 million in 1997, 1998 and 1999, respectively.                  

   Uses of funds for 1997,  1998 and 1999  included  purchases  of  minority
interests,  capital  expenditures,  bottling and  packaging  expenditures  and  
payment of shareholder  dividends.  Purchases of minority  interests were $289  
million  and  $28.0  million  in 1997 and 1998  respectively.  We did not make  
purchases of minority  interests in 1999. No minority interests were purchased  
in 1999. Capital expenditures, as noted above, were $209 million, $302 million  
and $163 million in 1997,  1998 and 1999,  respectively.  In addition,  we had  
expenditures for bottles and cases, net, of $123 million, $124 million and $75  
million  in 1997,  1998 and 1999,  respectively.  We paid  dividends  of $25.9  
million,  $31.1  million  and  $31.1  million  during  1997,  1998  and  1999,  
respectively.   Dividends  to  minority   shareholders  in  the   consolidated  
subsidiaries paid during such periods were $4.7 million, $0.7 million and $0.5  
million, respectively.                                                          

   As a holding  company,  our principal  sources of cash are dividends from
our subsidiaries and sales of our securities.  The amount of dividends payable  
by the  subsidiaries  to us is subject to general  limitations  imposed by the  
corporate  laws  of the  respective  jurisdictions  of  incorporation  of such  
subsidiaries.  Dividends  paid to us and  other  foreign  shareholders  by the  
subsidiaries   are  subject  to  investment   registration   requirements  and  
withholding  taxes.  Withholding  tax rates on dividends are currently 7.6% in  
Mexico,  7% in Colombia and 15% in Costa Rica. There are no withholding  taxes  
on dividends  paid by Panamco Brasil to the Company out of income earned after  
December  31, 1995,  and no  withholding  taxes on  dividends  paid by Panamco  
Venezuela, Panamco Nicaragua and Panamco Guatemala.                             

   Dividends  from earnings  generated  until 1998 are not subject to income
taxes in Mexico,  as long as they are paid from "net taxed  income"  ("UFIN").  
Dividends  not paid from UFIN are  subject  to a 35%  income  tax.  Since 1999  
dividends paid to  individuals or foreign  residents are subject to income tax  
withholding of an effective tax rate of  approximately  7.6%. In addition,  if  
earnings  generated  after 1998 for which no  corporate  tax has been paid are  
distributed,  the  tax  must  be  paid  upon  distribution  of the  dividends.  
Consequently, we must keep a record of earnings subject to each tax rate.       

   In the past,  we have paid  substantially  all cash received as dividends
from our subsidiaries,  net of holding company  expenses,  to our shareholders  
and have not used such  funds to make  investments,  primarily  so as to avoid  
having  undistributed  foreign  personal holding company income which would be  
includable in the income of our shareholders who are United States persons. We  
may,  therefore,  be  substantially  dependent  in the  future on  sources  of  
financing other than dividends from subsidiaries,  including external sources,  
to finance holding company investments such as acquiring minority interests in  
our subsidiaries or acquiring additional bottling enterprises.                  

   Total  consolidated  indebtedness was $1,348.1 million as of December 31,
1999,  consisting  of $870.0  million at the holding  company level and $478.1  
million of subsidiary indebtedness.                                             

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   Substantially  all of our  total  indebtedness  is  denominated  in  U.S.
dollars.  Our  policy is to enter  into  arrangements  to hedge  interest  and  
currency  exchange  rate  exposure  where the terms of such  arrangements  are  
reasonable in relation to the exposure risks.  During 1999,  Panamco Venezuela  
entered into hedging  contracts  for the payment of $12.4  million of interest  
related to its  financial  debt as well as dividends  payments to the Company.  
Such  contracts  will end by June 30, 2000.  Therefore,  we remain  subject to  
exchange rate fluctuations between the U.S. dollar and the local currencies of  
the Latin American countries in which we operate.                               

   In May 1997, in connection with our acquisition of Panamco Venezuela,  we
acquired all the capital stock of Panamco  Venezuela.  The purchase  price for  
the  acquisition  was  approximately  30.6 million  shares of our common stock  
(having  a market  value at such  time of $902.7  million)  and  approximately  
$100.3 million in cash. In addition,  we assumed  approximately $107.7 million  
of debt owed by  Panamco  Venezuela,  which was  repaid  with a portion of the  
proceeds of the issuance of $300.0  million of 7-1/4% senior notes due 2009 in  
a notes offering in 1997.                                                       

   In August 1997, in connection with our acquisition of Panamco  Nicaragua,
we acquired all the capital stock of three Panamanian  companies which own all  
the capital stock of Panamco Nicaragua. The purchase price for the acquisition  
was  approximately  0.4 million  shares of our common  stock  (having a market  
value at such time of  approximately  $13.4 million) and  approximately  $19.1  
million in cash. In addition,  we assumed  approximately  $9.9 million of debt  
owed by Panamco Nicaragua.                                                      

   In December  1997, we increased our ownership in our Mexican  subsidiary,
Panamco Mexico,  to 98% from 74%, and in Panamco Mexico's  subsidiaries to 96%  
from 93%, paying a total of $277 million.                                       

   In March 1998, we acquired all the capital stock of Panamco Guatemala for
$38.8  million  in cash and  assumed  $23.5  million  of debt owed by  Panamco  
Guatemala.  During 1998, we also  increased our ownership in Panamco Brasil to  
98% from 96%, paying a total of $28 million.                                    

   In September  1998, we acquired  R.O.S.A.  and R.O.S.A.'s  plastic bottle
business,  Supripack,  for a total purchase price in cash of $57.9 million. In  
connection  with the  acquisition,  we entered into a $70.0 million  financing  
agreement.  On December 23, 1998,  we borrowed $200 million from The Coca-Cola  
Financial Corporation ("CCFC").  The proceeds from the loan were used to repay  
the $70 million loan  borrowed  for the  acquisition  of R.O.S.A.,  and to pay  
maturing debt of Panamco  Venezuela,  which  amounted to $125 million.  During  
November  1999,  $80  million of this loan was repaid  prior to the  scheduled  
repayment date.                                                                 

   On March 18, 1999 we borrowed  $300  million from a syndicate of banks to
repay an existing  loan for $160 million and for general  corporate  purposes.  
This  syndicated  loan for a three  years term  accrues  interest at a rate of  
LIBOR + 31/8%,  plus or minus the average change in the J.P. Morgan Latin Euro  
Index in the  previous  quarter,  with a cap of plus 162.5 basis  points and a  
floor of minus 75 basis points.                                                 

   On November  12,  1999,  our Mexican  subsidiary  placed 1 billion  pesos
(approximately  $106  million)  of  seven-year  Notes in the  Mexican  capital  
markets. The issue is denominated in UDIs, an inflation-linked instrument, and  
will pay a coupon of 8.65% over the principal balance,  which will be adjusted  
periodically for inflation.  The proceeds from the debt issue were mainly used  
to pay an $80  million  intercompany  loan with the  company  and for  general  
corporate purposes.                                                             

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   On December 9, 1999, the Board of Directors  approved a share  repurchase
program for up to $100  million of the  company's  Class A common  stock.  The  
Company  may  repurchase  shares in the open  market  as well as in  privately  
negotiated  transactions  based on prevailing market  conditions.  The Company  
repurchased  368,584  shares for $7. 6 million during 1999 at an average price  
per share of $20.53.                                                            

   We have  investments  in bank  deposits for $150  million and  marketable
bonds  amounting  to $34.5  million  which  guarantee  bank loans  obtained by  
subsidiaries and are therefore classified as noncurrent investments.            

ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK             

   Our  business  exposes  us  to  many  different  market  risks,  such  as
fluctuations in interest rates,  currency exchange rates and commodity prices.  
Consequently,  we consider  risk  management  as an essential  activity in the  
course of our business. We utilize hedging strategies to mitigate those risks.  
Our hedging strategies may include the use of derivative instruments,  such as  
forwards,  futures and options,  generally  with terms not exceeding one year.  
All  financial  and hedging  instruments  held by the Company are for purposes  
other than trading.                                                             

        (1) Interest Rate Risk. Our interest rate exposure generally relates
   to our debt obligations.  We manage our interest rate exposure by using a
   combination of fixed and floating rate debt instruments.  Therefore,  our
   exposure to an increase in interest  rates results from our floating rate
debt.                                                                 

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        The  following  table  shows  our  financial  instruments  that  are
   sensitive to changes in interest rates. In this table,  the fair value of
   long-term debt shown is based on the quoted market prices,  as well as on
the present value of future cash flows:                               

                                                        [Enlarge/Download Table]


                                                   Expected Maturity Date                   1999                1998         
                                       -------------------------------------------------   -----  -------     -----      ----
                                        2000    2001     2002    2003    2004  Thereafter  Total  F.V.(3)     Total      F.V.
                                        ----    ----     ----    ----    ----  ----------  -----  -------     -----      ----
                                                                                                                             
Interest Rate Risk                                                                                                           
(Amounts in equivalent millions of US                                                                                        
dollars)                                                                                                                     
  Fixed Rate Debt (1)                                                                                                        

  - In US Dollars..................    $21.3   $39.7     $4.6  $152.9    $0.2     $300.0  $518.7   $504.8    $529.0    $547.9
    Weighted Average Interest Rate.      8.8%    9.5%    10.3%    8.2%    0.1%       7.2%                                    
  - In Brazilian Reals.............      -       -        -       -       -          -       -        -       $23.5     $24.4
    Weighted Average Interest Rate.      -       -        -       -       -          -                                       
  -  In Costa Rican Colons.........     $2.2     -        -       -       -          -      $2.2     $2.3      $4.4      $4.5
    Weighted Average Interest Rate.     20.5%    -        -       -       -          -                                       
  - In Guatemalan Quetzals.........     $3.9    $0.9     $0.5    $0.3                       $5.6     $6.1      $7.7      $7.9
    Weighted Average Interest Rate.     21.2%   23.3%    20.0%   20.0%                                                       

  Floating Rate Debt (2)                                                                                                     
  - In US Dollars (4)..............    $35.6  $240.6   $367.9           $23.2             $667.3   $716.4    $510.1    $533.8
    Weighted Average Interest Rate.      7.8%   10.4%    10.8%           11.0%                                               
  - In Colombian Pesos (5).........    $25.3     -       $1.6                              $26.9    $27.8     $17.0     $17.3
    Weighted Average Interest Rate.     18.3%            22.0%                                                               
  - In Brazilian Reals (5).........     $9.9    $8.7     $1.5    $0.8                      $20.9    $19.7     $35.8     $38.1
    Weighted Average Interest Rate.     16.7%   16.9%    13.9%   10.1%                                                       
  - In Venezuelan Bolivars (2).....                                                          -        -        $1.1      $1.1
    Weighted Average Interest Rate.                                                                                          
  - In Mexican Pesos (5)...........                                              $106.5   $106.5   $120.0       -         -  
                                                                                   22.0%                                     

    Weighted Average Interest Rate.                                                                                          
                                                                                        ======== ========  ========  ========
        Total debt.................                                                     $1,348.1 $1,397.1  $1,128.6  $1,175.0
                                                                                        ======== ========  ========  ========


--------------------                                                            
[FN]                                                                            
(1)  Fixed interest rates are weighted averages as contracted by us.            
(2)  Floating  interest  rates are based on market  rates as of  December  31,  
1999, plus the weighted average spread for us.                        
(3)  F.V. = Fair Value                                                          
(4)  Market interest rates are based on the U.S. dollar LIBOR curve.            
(5)  Market rates are based on one year  federal  funds rate and assume a flat  
yield curve.                                                          
</FN>                                                                           
        (2) Foreign  Exchange Risk. Our currency  exchange risk is generally
   related to the potential devaluation of the U.S. dollar against the Latin
   American currencies used in the countries in which we have operations. In
   each country where we operate,  our sales are in local currencies,  while
   our debt is mostly in U.S. dollars. Therefore,  foreign currency exchange
   exposure relates primarily to our debt obligations in U.S. dollars, which
are shown in the previous interest rate risk table.                   

        To mitigate the impact of currency exchange rates  fluctuations,  we
   may  enter  into  foreign  exchange  forward   contracts  with  financial
   institutions  in  order to lock in the  exchange  rates  for  anticipated
transactions.                                                         

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        The table below provides information related to our foreign exchange
   forward contracts as of December 31, 1999, aimed to hedge the devaluation
   of the Venezuelan  bolivar against the U.S. dollar.  The contracts expire
over the period from January to June of 2000.                         

                              Weighted Average
                           Notional Amount    Contract Rate     Fair Value

Foreign Currency Forward                                                        
Contracts                                                                       
(Amounts in US dollars)                                                         

Venezuelan Bolivars          $12,400,000      683.38 Bs./USD    $(385,880)

        (3) Commodity  Price Risk. Our largest  exposure to commodity  price
   fluctuations is for sugar.  As a risk management  practice we may utilize
   both futures and options  contracts  to hedge  against an increase in the
   price of sugar.  As of  December  31,  1999,  we did not hold any hedging
position for sugar.                                                   

        Because  inventories  of sugar have a very short term,  they are not
included in this market risk disclosure.                              

ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT                                   

   Our Board of Directors presently consists of 15 members,  whose terms are
divided into three  classes as set forth below.  Coca-Cola  currently  has the  
contractual  right to  designate  three  nominees  for  election to the Board.  
Venbottling  presently has contractual rights to designate Gustavo A. Cisneros  
and Oswaldo J.  Cisneros for election to the Board.  All directors are elected  
for three-year terms.                                                           

   The following  table sets forth at May 10, 2000, the names and country of
citizenship  of the members of our Board,  their tenure as  directors  and the  
year in which their next term will expire:                                      

                               Country of    Director     Term
           Name                  Citizenship     Since     Expires

Gustavo A. Cisneros..................   Venezuela       1997       2000         
Oswaldo J. Cisneros..................   Venezuela       1997       2000         
William G. Cooling...................   Canada          1994       2001         
Luiz Fernando Furlan.................   Brazil          1994       2000         
James M. Gwynn.......................   U.S.A.          1997       2000         
Timothy J. Haas......................   U.S.A.          1996       2002         
Alejandro Jimenez....................   Costa Rica      1997       2001         
Weldon H. Johnson....................   U.S.A.          1993       2002         
Lt. Gen. Donald Colin Mackenzie......   Canada          1989       2001         
Wade T. Mitchell.....................   U.S.A.          1986       2001         
Francisco Sanchez-Loaeza.............   Mexico          1992       2002         
Houston Staton.......................   Colombia        1997       2002         
Stuart A. Staton.....................   U.S.A.          1997       2001         
Woods W. Staton Welten...............   Columbia        1982       2000         

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   The  following  table  sets  forth the  names,  ages and  tenures  of our
executive  officers  (and,  where  noted,  certain  other  members  of  senior  
management):                                                                    

                                                        [Enlarge/Download Table]


                                                                                   Years with
Name                           Age              Position                    Since    Panamco 
                                                                                             

Albert H. Staton, Jr..........  77  Chairman of the Board Emeritus           1993       48   
Francisco Sanchez-Loaeza......  54  Chairman of the Board and Chief          1992       19   
                                      Executive Officer                                      
Alejandro Jimenez.............  49  President and Chief Operating Officer    1994        9   
Paulo J. Sacchi...............  53  Senior Vice President, Chief Financial   1998       10   
                                      Officer and Treasurer                                  
Jose Ignacio Huerta Gonzalez..  46  Vice President--North Latin American     1999       20   
                                      Division (Mexico and Central                           
                                      America) (President of Panamco                         
                                      Mexico and Panamco Central                             
                                      America)*                                              
Jorge Giganti.................  56  Vice President--Brailian Operations      1996        4   
                                      (President of Panamco Brasil)                          
Roberto Ortiz.................  44  Vice President--Colombian Operations     1998        6   
                                      (President of Panamco Colombia)                        
Moises Morales................  40  Vice President--Venezuelan Operations    1999        4   
                                      (President of Panamco Venezuela)                       
Carlos Hernandez-Artigas......  36  Vice President--Legal and Secretary      1994        7   

Officers  are  elected by our Board of  Directors  annually,  and serve at the  
pleasure of the Board of Directors.                                             

*The North Latin American Division incorporates Mexico,  Guatemala,  Nicaragua  
and Costa Rica operations. It was created in February 1999.                     

   The backgrounds of the directors,  the executive  officers and such other
members of management of the Company are described below:                       

   Mr.  Gustavo A.  Cisneros  was  elected a director of the Company in June
1997.  Mr.  Cisneros is Chairman and Chief  Executive  Officer of the Cisneros  
Group of Companies,  an  organization  that includes more than 50 companies in  
Latin America,  Europe and the United  States.  Companies in the group include  
television and radio networks,  broadcasting and telecommunications operations  
and  various  consumer  product  companies,   including   supermarket  chains,  
beverages,  soft drinks, beer, fast food franchises and music production.  Mr.  
Cisneros  is a  founding  member of the  International  Advisory  Board of the  
Council  on  Foreign   Relations  in  New  York,  a  former  director  of  the  
International Advisory Committee of The Chase Manhattan Bank and a director of  
the  Chairman's  Council  of the  Americas  Society as well as a member of the  
International  Advisory Council of the United States  Information  Agency, the  
Board of  Overseers  of the  International  Center for  Economic  Growth,  the  
International   Advisory  Board  of  Power   Corporation  of  Canada  and  the  
International Advisory Board of Gulfstream Aerospace Corporation. Mr. Cisneros  
sits on the Board of Directors of Georgetown  University and the International  
Advisory  Board of  Columbia  University  and is a Trustee of The  Rockefeller  
University in New York. Mr. Cisneros is the cousin of Oswaldo J. Cisneros.      

   Mr.  Oswaldo J.  Cisneros  was  elected a director of the Company in June
1997. He is President of Telcel  Cellular,  C.A., the largest private cellular  
communications  company in Venezuela, a company that he founded in partnership  
with Bellsouth International. He was the Chairman of Panamco Venezuela until    

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May 1997. Mr. Cisneros is president and owner of Central Azucarero Portuguesa,  
a modern and productive  sugar mill,  President of Puerto Viejo Marina & Yacht  
Club and Director of Produvisa (Glass  Manufacturing Co.). Mr. Cisneros is the  
cousin of Gustavo A. Cisneros.                                                  

   Mr.  William G.  Cooling was elected a director of the Company in January
1994.   Mr.   Cooling  was  a  Senior   Executive   Vice   President   of  The  
Colgate-Palmolive  Company and Chief of  Operations,  Specialty  Marketing and  
International Business Development, from 1992 to 1996. For five years prior to  
1992, Mr.  Cooling served as Executive Vice President and Chief  Technological  
Officer of The Colgate-Palmolive Company.                                       

   Mr.  Luiz  Fernando  Furlan was  elected a director of the Company in May
1994.  Mr.  Furlan has been  Chairman  of Sadia  Concordia  S.A.  Industria  e  
Comercio, the largest Brazilian food processing conglomerate,  since 1993. For  
more than five  years  prior to 1993,  Mr.  Furlan  served as  Executive  Vice  
President, director and secretary of the board of directors of Sadia Concordia  
S.A.  Industria e Comercio.  He is also the  President  of the ABEF  Brazilian  
Chicken Producers and Exporters  Association  Companies and Vice President and  
head of the foreign trade  department  of the  Federation of Industries in the  
State of Sao Paulo.                                                             

   Mr.  James M. Gwynn has been  associated  with the  Company  through  its
Mexican  subsidiary,  Panamco Mexico,  since 1956, having served in management  
for over 18 years. In Panamco, he served first as an alternate director,  then  
as a director of the Company from 1989 to 1993,  member of the Advisory  Board  
of  Panamco  until  1997 and a  director  of the  Company  from 1997 until the  
present.                                                                        

   Mr.  Timothy J. Haas was  elected a director  of the  Company at the 1996
annual  meeting of  shareholders.  Since July 1995, he has served as Executive  
Vice President of Coca-Cola's  Latin American  Group.  Mr. Haas is Senior Vice  
President of The Coca-Cola Company and President of its Latin America Group, a  
position he assumed on January 1, 1997.                                         

   Mr. Alejandro  Jimenez was elected  President and Chief Operating Officer
of the Company in April 1994. He served as Vice  President-Mexican  Operations  
and President of Panamco Mexico from March 1992 to April 1994.  From July 1991  
until March 1992,  Mr.  Jimenez was Vice  President of the Company.  From June  
1990 until June 1991, he was Vice President of the Latin American  Division of  
Coca-Cola. From June 1989 until May 1990, he was the Marketing Director of the  
Latin American Division of Coca-Cola.                                           

   Mr. Weldon H. Johnson is retired.  Prior to his  retirement,  Mr. Johnson
served for 10 years as Senior Vice President of Coca-Cola and Group  President  
of Coca-Cola's Latin American Group.                                            

   Lt.  General  Donald Colin  Mackenzie was first elected a director of the
Company in June 1989.  From June 1988 to June 1989,  he served as an alternate  
director of the Company. From February 1987 to September 1988, he was a Senior  
Consultant,   government  relations,  with  Public  Affairs  International,  a  
Canadian company providing consulting services to private industry, located in  
Ottawa,  Canada. In 1986, he retired from the Canadian Forces Air Element (the  
Canadian Air Force) with the rank of Lieutenant General.                        

   Mr. Wade T.  Mitchell was first elected a director of the Company in June
1986. Mr. Mitchell is retired. Prior to January 1994, he was an Executive Vice  
President of Trust Company Bank, Atlanta, Georgia, for more than five years.    

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   Mr. Davis L. Rianhard  served as Chairman of the Board from April 1993 to
April 1994 and was first elected a director of the Company in 1981.  From June  
1990 to June 1992, Mr. Rianhard served as President of Panamco.  For more than  
three years prior to June 1990,  Mr.  Rianhard  served as President of Panamco  
Mexico.  He  retired  as a  director  of the  Company in May 1999 and became a  
member of the Advisory Board.                                                   

   Mr. Francisco  Sanchez-Loaeza  was elected Chairman of the Board in April
1994. He has served as Chief  Executive  Officer since June 1992 and served as  
President of the Company from June 1992 to April 1994.  He was first elected a  
director  of  the  Company  in  1992.   From  June  1990  to  June  1992,  Mr.  
Sanchez-Loaeza  served as Executive Vice  President of Panamco.  For more than  
three  years  prior  to  June  1990,   Mr.   Sanchez-Loaeza   served  as  Vice  
President-Finance of the Company and Panamco Mexico.                            

   Mr. Albert H. Staton, Jr., is Chairman Emeritus of the Board of Directors
and Chairman of the Advisory Board of Panamco.  Mr. Staton was first elected a  
director  of the  Company in 1980.  He retired as a director of the Company in  
1997 and is still an active member of the Advisory Board. Mr. Staton served as  
Chairman of the Board from July 1988 to April 1993. He is the father of Stuart  
A. Staton and the uncle of Houston Staton and Woods W. Staton Welten.           

   Mr.  Houston  Staton was elected a director  of the Company in 1997.  For
more than four years prior to April 1997,  he served on the Advisory  Board of  
Panamco.  He has been a director of 3 Points Technology,  Inc. since May 1996.  
From  1992  through  September  1995,  Mr.  Staton  was an  owner-operator  of  
McDonald's in Caracas,  Venezuela.  He is the nephew of Albert H. Staton, Jr.,  
the brother of Woods W. Staton Welten and the cousin of Stuart A. Staton.       

   Mr.  Stuart A. Staton was  elected a director of the Company in 1997.  He
has  previously  served as Vice  President-Investor  Relations  and  Executive  
Assistant to the  President of the Company.  In addition,  for more than three  
years prior to June 1990,  Mr.  Staton  served as  Executive  Assistant to the  
President  of Panamco  Brasil,  and,  from 1980 to 1986,  he served in various  
capacities in Panamco Mexico.  He is the son of Albert H. Staton,  Jr. and the  
cousin of Houston Staton and Woods W. Staton Welten.                            

   Mr. Woods W. Staton Welten was first elected a director of the Company in
1982.  Mr.  Staton  Welten was the Vice  President  of  Marketing  for Panamco  
Colombia  from 1980 to 1982 and has been the  President of Arcos Dorados S.A.,  
the Argentinean joint venture of McDonald's Corporation, since 1984. He is the  
nephew of Albert H. Staton,  Jr., the brother of Houston Staton and the cousin  
of Stuart A. Staton.                                                            

   Mr.  Paulo J. Sacchi has been with  Panamco  for over nine years.  Before
becoming Chief Financial Officer, he was Vice-President- Operations of Panamco  
Brasil.  He previously served as Vice President-  Strategic  Planning and Vice  
President-Operations at Panamco's corporate offices in Mexico City.             

   Mr. Jose Ignacio Huerta Gonzalez was elected Vice  President-North  Latin
American Division Operations and President of North Latin American Division in  
February 1999. From April 1994 to February 1999, he was Vice President-Mexican  
Operations and President of Panamco Mexico. From August 1992 to April 1994, he  
served as Vice  President-Operations  of Panamco Mexico. From November 1990 to  
July 1992, Mr. Huerta served as Finance Vice President of Panamco Mexico.  For  
more than three years prior to November 1990, he served as Finance Director of  
Panamco Mexico.                                                                 

   Mr. Jorge  Giganti was elected Vice  President-Brazilian  Operations  and
President of Panamco Brasil in May of 1996. From April 1995 to April 1996, Mr.  
Giganti served as president of the Biagi Group, a                               

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Brazilian  bottler of Coca-Cola.  From August 1994 to March 1995, he served as  
president of the Rio de la Plata Division  (Argentina,  Uruguay, and Paraguay)  
of Coca-Cola.  Prior to August 1994, he served as President of the North-Latin  
American Division of Coca-Cola.                                                 

   Mr. Moises Morales was appointed Vice President-Venezuela  Operations and
President  of  Panamco  Venezuela  in  January  1999.  From  December  1996 to  
September  1998 he was President of Panamco Costa Rica and from September 1998  
to  January  1999  he was  President  of  Panamco  Central  America  and  Vice  
President-Central  America Operations. He has over 15 years' experience in the  
Coca-Cola  system in Mexico.  Most recently,  he was a regional manager in the  
Panamco Colombia operations.                                                    

   Mr.  Carlos  Hernandez-Artigas  was elected  Secretary  of the Company in
November 1993 and Vice  President-Legal  in January 1994. From 1992 to October  
1993,  he was an associate  at the law firm Fried,  Frank,  Harris,  Shriver &  
Jacobson in New York City.                                                      

   Mr.  Roberto Ortiz was elected Vice  President-Colombian  Operations  and
President of Panamco Colombia in September 1998. From September 1993 until May  
1997 he  served  as Vice  President-Operations  of  Panamco  Colombia.  Before  
joining  Panamco  Colombia,  he served in  Coca-Cola  de Colombia as Marketing  
Operations Manager and Director for more than 15 years.                         

ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS                                 

   Directors'  Fees.  Directors of the Company who are not employed by us or
our  subsidiaries  receive  directors' fees of $20,000 per year and $1,000 per  
diem for  attendance at Board of Directors and committee  meetings.  Committee  
chairmen also receive $3,000 per year. We pay  equivalent  fees to the members  
of our advisory board, which, as of April 2000, is composed of two members.     

   Executive  Compensation.  During the fiscal year ended December 31, 1999,
we set aside $0.2 million in the aggregate to provide  pension,  retirement or  
similar  benefits for our  directors and officers  pursuant to existing  plans  
provided  or  contributed  to  by  the  Company.   The  aggregate   amount  of  
compensation  paid by us during 1999 to the directors  and executive  officers  
listed above as a group for services in all capacities was approximately  $4.7  
million exclusive of options described below.                                   

   Restricted  Stock  Grants.  In  February  1993,  the  Board of  Directors
established  a Trust  and  Bonus  Plan for  certain  of our  employees,  which  
distributed  3,000  shares  of Class A Common  Stock  free of  charge to 3,000  
employees of our subsidiaries at a rate of one share each.                      

   Cash Bonus Plan. We have adopted a short-term  incentive plan (the "Bonus
Plan"),  pursuant to which key executives of the Company and  subsidiaries may  
receive bonus  compensation  based on individual and Company  performance,  as  
determined  by the  Compensation  Committee  of the  Board of  Directors  (the  
"Committee").  The Bonus Plan was implemented for Brazilian  executives during  
1992  and was  extended  to  Mexican  and  Colombian  as  well as the  Company  
executives during 1993, Panamco Costa Rica in 1996 and Panamco Venezuela,  and  
Panamco Nicaragua in 1997, and Panamco Guatemala in 1998.                       

   Under the  Bonus  Plan,  each  participant  is  assigned  a target  award
expressed as a percentage of base salary in varying  amounts (which  currently  
do not  exceed  60% of base  salary).  The  actual  award  will be  based on a  
composite   of   individual   and  Company   performance,   depending  on  the  
participant's position with                                                     

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the Company.  The individual portion of the participant's award will vary from  
0% to  200% of the  target  award,  on the  basis  of  certain  objective  and  
subjective criteria to be established by the Committee. The Company portion of  
the participant's award will also vary from 0% to 200% of the target award, on  
the basis of the relationship  between actual performance of the participant's  
"Economic  Unit" (that is, the Company or Panamco  Mexico,  Panamco  Colombia,  
Panamco Brasil,  Panamco Venezuela,  Panamco Costa Rica, Panamco Nicaragua and  
Panamco  Guatemala)  and  projected  performance.  For purposes of  evaluating  
Economic Unit  performance,  the Committee  will compare actual cash operating  
profit and market share of the  participant's  Economic Unit against projected  
performance  levels.  In the  case of cash  operating  profit,  the  Committee  
established  minimum  performance  levels  for each  Economic  Unit for  1999.  
Benefits are payable annually.                                                  

   The Committee has the authority to select  participants  and to establish
target awards and performance  measures.  The Committee may amend,  suspend or  
terminate the Bonus Plan at any time.                                           

   Equity  Incentive  Plan.  We have an Equity  Incentive  Plan (the "Equity
Incentive Plan"),  the purpose of which is to further the growth,  development  
and  financial  success of the  Company by  providing  incentives  to selected  
employees. Pursuant to the Equity Incentive Plan, options (including incentive  
stock options) to purchase shares of Class A Common Stock and restricted stock  
awards  with  respect  to  Class A Common  Stock  may be  granted.  A total of  
9,000,000  shares of Class A Common Stock (subject to adjustment  upon certain  
events) is available for grant although no individual  may receive  options to  
purchase more than 200,000  shares of Class A Common Stock within any calendar  
year.  The  Equity  Incentive  Plan  is  administered  by the  Committee.  The  
Committee  determines  the terms and  conditions  of all  grants,  subject  to  
certain limitations set forth in the plan.                                      

   In November 1995, we granted options to purchase  720,000 shares of Class
A Common Stock under the Equity Incentive Plan at an exercise price of $14.375  
per share,  the closing price on the day prior to the grant. In November 1996,  
we granted  options to purchase  443,000  shares of Class A Common Stock under  
the Equity  Incentive  Plan, at an exercise  price of $23.4375 per share,  the  
closing  price on the day prior to the grant.  In  November  1997,  we granted  
options to purchase  720,000  shares of Class A Common  Stock under the Equity  
Incentive Plan, at an exercise price of $29.9375 per share,  the closing price  
on the day prior to the  grant.  In  November  1998,  we  granted  options  to  
purchase  1,379,200  shares of Class A Common Stock under its Equity Incentive  
Plan at an exercise  price of $21.125 per share,  the closing price on the day  
prior to the grant. In November 1999, we granted options to purchase 1,560,000  
shares of Class A Common Stock under the Equity  Incentive Plan at an exercise  
price of $15.61 per share.                                                      

   Options  granted  under the Equity  Incentive  Plan in 1995 and 1996 vest
over a period of five years and  options  granted in 1997,  1998 and 1999 vest  
over a period of three years.  All options granted under the Equity  Incentive  
Plan expire ten years from the date of issuance.                                

   Stock Option Plan for Nonemployee Directors.  We have a Stock Option Plan
for Nonemployee Directors (the "Stock Option Plan for Nonemployee Directors"),  
which was  implemented to attract and retain the services of  experienced  and  
knowledgeable  nonemployee  directors and nonemployee  members of the advisory  
board of the Company. The Stock Option Plan for Nonemployee Directors provides  
each nonemployee  director and each nonemployee  advisory board member with an  
option to purchase a  specified  number of shares of Class A Common  Stock.  A  
total of 100,000  shares of Class A Common Stock is available  for grant.  The  
Stock Option Plan for  Nonemployee  Directors is  administered by the Board of  
Directors or a subcommittee thereof. The Board of Directors has the discretion  
to amend, terminate or                                                          

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suspend the Stock Option Plan for Nonemployee  Directors at any time. Pursuant  
to the  Stock  Option  Plan for  Nonemployee  Directors,  on April 7,  1995 we  
granted to each  nonemployee  director and  nonemployee  advisory board member  
options to purchase  1,670 shares of Class A Common Stock at an exercise price  
of $17.50  per  share.  On April 19,  1996,  we  granted  to each  nonemployee  
director and nonemployee  advisory board member options to purchase 948 shares  
of Class A Common Stock at an exercise price of $19.62 per share.  On November  
13, 1997, we granted to each  nonemployee  director and  nonemployee  advisory  
board  member  (Mr.  Gustavo A.  Cisneros  and Mr.  Oswaldo J.  Cisneros  each  
received  options  to  purchase  642  shares at an  exercise  price of $29.00)  
options to purchase 680 shares of Class A Common Stock at an exercise price of  
$29.9375 per share. In November 1998, we granted to each nonemployee  director  
or advisory  board member  options to purchase  1,616 shares of Class A Common  
Stock at an exercise  price of $21.125 per share.  Options  granted  under the  
Stock  Option  Plan for  Nonemployee  Directors  in 1995 and 1996  vest over a  
period of four years and  options  granted in 1997 and 1998 vest over a period  
of three years.  In 1999 the Company did not grant options to its  nonemployee  
directors  or advisory  board  members.  All options  granted  under the Stock  
Option  Plan  for  Nonemployee  Directors  expire  10  years  from the date of  
issuance.                                                                       

   As of December  31,  1999,  the total  number of shares of Class A Common
Stock underlying  outstanding  options granted under the Equity Incentive Plan  
and under the Stock Option Plan for Nonemployee Directors (after giving effect  
to the  two-for-one  stock split  effected on March 31, 1997) was 4,104,314     
shares.                                                                         

ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES         

   See "Item  11.--Compensation of Directors and Officers--Equity  Incentive
Plan" and "Item 11.--  Compensation  of Directors and  Officers--Stock  Option  
Plan for Nonemployee Directors".                                                

ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS                         

Not applicable.                                                       

PART III  

ITEM 15. DEFAULTS UPON SENIOR SECURITIES                                        

Not applicable.                                                       

ITEM 16.  CHANGES  IN  SECURITIES  AND  CHANGES  IN  SECURITY  FOR  REGISTERED  
SECURITIES                                                  

Not applicable.                                                       

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PART IV 

ITEM 17. FINANCIAL STATEMENTS                                                   

Not applicable.                                                       

ITEM 18. FINANCIAL STATEMENTS                                                   

   Reference  is made to Item 19(a) for a list of all  financial  statements
filed as part of this Annual Report.                                            

ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS                                      

(a) List of Financial Statements                                                

                                                                      Page

  Report of Independent Public Accountants............................ F-1
  Consolidated Balance Sheets at December 31, 1998 and 1999........... F-2
Consolidated Statements of Operations for each of the                 
    three years in the period ended December 31, 1999................. F-3
Consolidated Statements of Shareholders' Equity for each of           
    the three years in the period ended December 31, 1999............. F-4
Consolidated Statements of Cash Flows for each of the three           
    years in the period ended December 31, 1999....................... F-6
  Notes to Consolidated Financial Statements.......................... F-8

(b)  List of Exhibits                                                           

10.1   Amendment No. 2 to the $300 Million Credit Agreement           
23.1   Consent of Independent Public Accountants                      

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REPORT OF INDEPENDENT 
PUBLIC ACCOUNTANTS  

To the Shareholders of                                                          
Panamerican Beverages, Inc.:                                                    

   We  have  audited  the  accompanying   consolidated   balance  sheets  of
PANAMERICAN  BEVERAGES,  INC. (a  Panamanian  corporation)  AND  SUBSIDIARIES,  
stated in U.S.  dollars,  as of December  31,  1998 and 1999,  and the related  
consolidated statements of operations, shareholders' equity and cash flows for  
each of the three years in the period ended December 31, 1999. These financial  
statements  are  the   responsibility   of  the  Company's   management.   Our  
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

   We conducted our audits in accordance with auditing  standards  generally
accepted  in the  United  States.  Those  standards  require  that we plan and  
perform the audit to obtain  reasonable  assurance about whether the financial  
statements are free of material misstatement.  An audit includes examining, on  
a test basis, evidence supporting the amounts and disclosures in the financial  
statements.  An audit also includes  assessing the accounting  principles used  
and  significant  estimates  made by  management,  as well as  evaluating  the  
overall financial statement presentation. We believe that our audits provide a  
reasonable basis for our opinion.                                               

   In our  opinion,  the  financial  statements  referred  to above  present
fairly,  in all  material  respects,  the  financial  position of  Panamerican  
Beverages,  Inc. and  subsidiaries  as of December 31, 1998 and 1999,  and the  
results of their  operations  and their cash flows for each of the three years  
in  the  period  ended  December  31,  1999,  in  conformity  with  accounting  
principles generally accepted in the United States.                             

Arthur Andersen                                                                 

Mexico, D.F.                                                                    
February 1, 2000                                                                

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
CONSOLIDATED BALANCE SHEETS 
(Stated in Thousands of U.S. dollars) 

                                                    December 31,
                                                 -------------------------
                                                 1998           1999
                                                 ----------     ----------
ASSETS                                                                          
Current assets:                                                                 
  Cash and equivalents                         $    131,152   $    152,648
  Accounts receivable, net                          175,008        133,776
  Inventories, net                                  149,387        122,978
  Prepaid expenses                                   28,993         17,648
                                                 ----------     ----------
      Total current assets                          484,540        427,050

Investments                                             43,990        215,129   
Long-term receivables                                   27,518         17,050   
Property, plant and equipment, net                   1,307,590      1,218,383   
Bottles and cases, net                                 337,609        310,856   
Deferred income taxes                                   74,653         89,203   
Goodwill, net                                        1,347,446      1,292,414   
Other assets                                            24,344         43,037   
                                                 ----------     ----------

                                                $ 3,647,690    $ 3,613,122
                                                 ==========     ==========

LIABILITIES AND SHAREHOLDERS' EQUITY                                            
Current liabilities:                                                            
  Bank loans                                   $    302,063         33,529
  Current portion of long-term debt                  55,332         64,640
  Accounts payable                                  207,217        152,230
  Income taxes                                        9,967         29,626
  Deferred income taxes                              15,904         22,459
  Sales and other taxes payable                      40,122         41,435
Current portion of employee severance                                 
  payments                                            5,910          5,586
  Employee profit sharing                            11,680         11,360
  Other accrued liabilities                          30,493         34,553
                                                 ----------     ----------
      Total long-term liabilities                   678,688        395,418

Long-term liabilities                                                           
  Long-term                                         771,267      1,249,972
  Pensions and employee severance payments           28,975         28,659
  Deferred income taxes                             144,349        133,656
  Other accrued liabilities                          19,934         25,547
                                                 ----------     ----------
      Total long-term liabilities                   964,525      1,437,834

Minority interest in consolidated subsidiaries          26,243         27,974   
Shareholders' equity:                                                           
  Common stock                                        1,481          1,481
  Capital in excess of par value                  1,583,758      1,584,787
  Retained earnings                                 677,229        586,196
   Accumulated other comprehensive loss             (234,290)      (363,269)
                                                 ----------     ----------
                                                  2,028,178      1,809,195
   Treasury shares, at cost                          (49,944)       (57,299)
Total shareholders' equity                         $ 1,978,234    $ 1,751,896   
                                                 ----------     ----------
                                                $ 3,647,690    $ 3,613,122
                                                 ==========     ==========

The accompanying notes are an integral part of these consolidated statements.   

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                                            PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES                              
                                                CONSOLIDATED STATEMENTS OF OPERATIONS                                 
                                   (Stated in thousands of U.S. dollars, except per share amounts)                    

                                                                                Year Ended December 31,               
                                                               1997                      1998                 1999    
                                                          --------------            --------------       ------------ 

                                                                                                                      
Net sales                                                    $  2,510,210           $   2,773,276        $  2,415,817 
Cost of sales, excluding depreciation and amortization          1,327,443               1,425,246           1,191,883 
                                                              -----------             -----------           --------- 
     Gross profit                                               1,182,767               1,348,030           1,223,934 
Operating expenses:                                                                                                   
     Selling and distribution                                     563,917                 657,138             572,038 
     General and administrative                                   193,437                 222,327             251,450 
     Depreciation and amortization, excluding goodwill            159,371                 253,112             214,539 
     Amortization and goodwill                                     20,121                  35,739              36,284 
     Facilities reorganization charges                                  -                       -              35,172 
                                                             ------------             -----------           --------- 
                                                                  936,846               1,168,316           1,109,483 
                                                             ------------             -----------           --------- 
     Operating income                                             245,921                 179,714             114,451 
Other income (expense):                                                                                               
     Interest income                                               22,006                  12,817              28,962 
     Interest expense                                             (60,889)                (98,152)           (129,072)
     Other, net                                                    44,033                  22,136             (39,296)
     Nonrecurring, net                                                  -                  60,486                  -  
                                                             ------------             -----------          ---------- 
                                                                    5,150                  (2,713)           (139,406)
                                                             ------------             -----------          ---------- 
         Income (loss) before income taxes                        251,071                 177,001             (24,955)
Income taxes                                                       57,302                  51,374              31,254 
                                                             ------------             -----------          ---------- 
         Income (loss) before minority interest                   193,769                 125,627             (56,209)
Minority interest in earnings of subsidiaries                      19,934                   5,305               3,695 
                                                             ------------             -----------          ---------- 
         Net income (loss)                                   $    173,835           $     120,322        $    (59,904)
                                                             ------------             -----------          ---------- 
Basic earnings (loss) per share                              $       0.93           $        0.93        $      (0.46)
                                                             ============             ===========          ========== 
Weighted average shares outstanding,                                                                                  
     in thousands                                                 120,841                 129,538             129,683 
                                                             ============             ===========          ========== 

Diluted earnings (loss) per share                            $       1.43           $        0.92        $      (0.46)
                                                             ============             ===========          ===========
Weighted average shares outstanding,                                                                                  
            in thousands                                          121,969                 130,792             129,683 
                                                             ============             ===========          ===========


The accompanying notes are an integral part of these consolidated statements. 

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                                            PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES                                            
                                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY                                          
                                     (Stated in thousands of U.S. dollars, except share amounts)                                    

                                          Shares                                              Amount                                
                                    ----------------------------------------------------------------------------------------------- 

                                                                                             Accumulated                            
                                                                      Capital in                Other       Treasury      Total     
                                                            Common    Excess of   Retained   Comprehensive   Shares,   Shareholders'
                                  Issued       Treasury      Stock    Par Value   Earnings       Loss        At Cost     Equity     
                                                                                                                                    
Balance, December 31, 1996        132,511,864  31,574,200     $1,326  $  758,430  $440,102     $(171,420)   $(54,444)   $   973,994 
 Comprehensive income:                                                                                                              
  Net income                                -           -          -           -   173,835             -           -        173,835 
  Translation adjustments                   -           -          -           -         -       (10,510)          -        (10,510)
  Pension Plan                              -           -          -           -         -           (49)          -            (49)
                                                                                                                         ---------- 
  Total comprehensive income                                                                                                163,276 
                                                                                                                         ---------- 
 Compensation expense from                                                                                                          
  equity incentive plan                     -            -         -         546         -             -           -            546 
 Share repurchase                           -      605,112         -           -         -             -     (19,487)       (19,487)
 Stock options exercised                    -      (34,400)        -         345         -             -          91            436 
                                               (15,100,000)                                                                         
 Venezuela acquisition             15,500,000                    155     823,027         -             -      22,722        845,904 
 Nicaragua acquisition                      -     (407,236)        -      12,696         -             -         702         13,398 
 Increase in the market value                                                                                                       
   of puttable common stock                 -    1,928,400         -     (14,367)        -             -           -        (14,367)
 Dividends declared ($0.21 per                                                                                                      
     share)                                 -            -         -           -   (25,930)            -           -        (25,930)
                                  -----------   ----------     ------ ----------  --------     ---------    --------     ---------- 
Balance, December 31, 1997        148,011,864   18,566,076     1,481   1,580,677   588,007      (181,979)    (50,416)     1,937,770 
 Comprehensive income:                                                                                                              
  Net income                                -            -                     -   120,322             -           -        120,322 
  Initial effect on deferred                                                                                                        
    taxes relating to the change                                                                                                    
    in functional currency in                                                                                                       
    the Brazilian subsidiaries              -            -                     -         -        (7,660)          -         (7,660)
  Translation adjustments                                                                                                           
     (including $(1,108) from                                                                                                       
     intercompany balances and                                                                                                      
     $366 from taxes)                       -            -                     -         -       (43,702)          -        (43,702)
  Pension Plan                              -            -                     -         -          (949)          -           (949)
                                                                                                                         ---------- 
  Total comprehensive income                                                                                                 68,011 
                                                                                                                         ---------- 
 Comprehensive expense from                                                                                                         
    equity incentive plan                   -            -           -       546         -             -           -            546 
 Share repurchase                           -        4,356           -         -         -             -         (81)           (81)
 Stock options exercised                    -     (203,809)          -     2,535         -             -         553          3,088 

 Dividends declared ($0.24 per                           -                                                                          
    share)                                               -         -           -   (31,100)            -           -        (31,100)
                                  -----------   ------------   ------  ---------   -------     ---------   ---------     ---------- 
Balance, December 31, 1998        148,011,864   18,366,623     1,481   1,583,758   677,229      (234,290)    (49,944)     1,978,234 

The accompanying notes are an integral part of these consolidated statements.   

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                                              PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES                                          
                                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY                                          
                                     (Stated in thousands of U.S. dollars, except share amounts)                                    

                                          Shares                                              Amount                                
                                   ------------------------------------------------------------------------------------------------ 

                                                                                                Accumulated                         
                                                                       Capital in                   Other      Treasury    Total    
                                                             Common    Excess of     Retained  Comprehensive   Shares, Shareholders'
                                       Issued     Treasury    Stock    Par Value     Earnings       Loss       At Cost     Equity   
                                                                                                                                    
Comprehensive loss:                                                                                                                 
  Net loss                                  -            -        -            -     (59,904)            -           -     (59,904) 
  Initial effect on deferred taxes                                                                                                  
    relating to the change in                                                                                                       
    functional currency in the                                                                                                      
    Mexican subsidiaries                    -            -        -            -           -        (4,937)          -      (4,937) 
  Translation adjustments                                                                                                           
    (including $(15,527) from                                                                                                       
    intercompany balances and                                                                                                       
    $7,005 from taxes)                      -            -        -            -           -      (125,566)          -    (125,566) 
  Pension Plan                              -            -        -            -           -         1,524           -       1,524  
                                                                                                                          --------- 
  Total comprehensive loss                                                                                                (188,883) 
                                                                                                                          --------- 
Share repurchase                            -      368,584        -            -           -             -      (7,568)     (7,568) 
Stock options exercised                     -      (76,500)       -        1,029           -             -         213       1,242  
Dividends declared ($0.24 per                            -                                                                          
  share)                                    -            -        -     (31,129)           -             -           -     (31,129) 
                                  -----------   ----------   ------   ----------    --------     ---------    --------  ----------  

Balance, December 31, 1999        148,011,864   18,658,707   $1,481   $1,584,787    $586,196     $(363,269)   $(57,299) $1,751,896  
                                  ===========   ==========   ======   ==========    ========     =========    ======== ===========  

The accompanying notes are an integral part of these consolidated statements. 

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                                            PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES                                           
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS                                              
                                                (Stated in thousands of U.S. dollars)                                              

                                                                                          Year Ended December 31,                  
                                                                           ------------------------------------------------------  
                                                                               1997                 1998                 1999      
                                                                           -------------        -------------        ------------  
                                                                                                                                   
Cash flows from operating activities:                                                                                              
    Net income (loss)                                                      $     173,835         $    120,322         $  (59,904)  
    Adjustments to reconcile net income (loss) to cash                                                                             
        provided by operating activities--                                                                                         
           Depreciation and amortization                                         179,492              288,851            250,823   
           Gain on translation from non-operating activities                     (14,159)              (4,607)           (14,785)  
           Minority interest in earnings of subsidiaries                          19,934                5,305              3,695   
           Deferred income taxes                                                 (24,012)              (5,898)           (39,401)  
           Reserve for contingencies                                                 876              (57,884)             2,295   
           Pensions                                                               14,968               11,203              5,760   
           Loss (gain) on property, plant and equipment and                                                                        
             investment disposals                                                  4,523                6,738             (1,714)  
           Equity in earnings of unconsolidated                                                                                    
              companies, net                                                      (6,569)               3,550              4,371   
           Non-cash facilities reorganization charges                                  -                    -             20,270   
           Other                                                                     546                5,198             12,903   
           (Increase) decrease in assets--                                                                                         
               Accounts receivable                                                28,814              (60,546)            55,441   
               Inventories                                                        (7,959)             (37,673)            24,135   
               Prepaid expenses                                                   (8,877)              (9,499)            11,283   
               Additions to long-term receivables                                (12,403)             (12,712)            (2,452)  
               Collections of long-term receivables                                3,242                4,403              1,082   
           Increase (decrease) in liabilities--                                                                                    
               Accounts payable                                                   97,270               28,571            (71,714)  
               Income taxes and employee profit sharing                           20,091              (22,356)            42,563   
               Sales and other taxes payable                                       2,569               (6,279)             2,303   
               Employee severance payments                                       (19,188)              (1,245)            (3,962)  
               Other                                                             (13,808)              14,818            (16,846)  
                                                                           -------------         -------------        ------------ 
           Net cash provided by operating activities                             439,185              270,260            226,146   

Cash flows from investing activities:                                                                                              
        Capital expenditures                                                    (208,669)            (302,215)          (163,203)  
        Purchases of bottles and cases, net                                     (123,370)            (124,438)           (74,591)  
        Purchases of investments                                                (184,864)             (97,388)          (190,409)  
        Proceeds from sale of investments                                          3,220                    -                  -   
        Proceeds from sale of property, plant and equipment                        4,303                5,872              2,760   
        Acquisition of minority interest                                        (289,365)             (28,310)                  -  
        Other                                                                     10,251               (2,663)            (1,739)  
                                                                           --------------        -------------        -------------
           Net cash used in investing activities                               (788,494)            (549,142)           (427,182)  

The accompanying notes are an integral part of these consolidated statements.   

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                                            PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES                                           
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS                                              
                                                (Stated in thousands of U.S. dollars)                                              

                                                                                          Year Ended December 31,                  
                                                                           ------------------------------------------------------  
                                                                               1997                 1998                 1999      
                                                                           -------------        -------------        ------------  

                                                                                                                                   
    Payment of bank loans and other                                              (337,515)            (495,001)           (395,836)
    Proceeds from bank loans, other and other long term                                                                            
       borrowings                                                                 825,902              606,002             633,706 
    Issuance of capital stock                                                         436                3,088               1,242 
    Acquisition of capital stock                                                  (19,487)                 (81)             (7,568)
    Increase in the market value of puttable common stock                         (14,367)                   -                   - 
    Payment of dividends to minority interest                                      (4,653)                (654)               (499)
    Payment of dividends to shareholders                                          (25,930)             (31,100)            (31,129)
    Other                                                                           6,260                  749              (1,657)
                                                                               ----------------      ---------------     ----------
        Net cash provided by financing activities                                 430,646               83,003             198,259 
Effect of exchange rate changes on cash                                               385              (5,964)              24,273 
                                                                               ----------------      ---------------     ----------

        Net increase (decrease) in cash and equivalents                            81,722            (201,843)              21,496 
Cash and equivalents at beginning of year                                         251,273             332,995              131,152 
                                                                               -------------         ------------         ---------
Cash and equivalents at end of year                                            $  332,995           $ 131,152            $ 152,648 
                                                                                ============        ============        ===========
Supplemental cash flow disclosures:                                                                                                
    Cash paid during the year for--                                                                                                
        Interest                                                               $  49,719            $ 108,827            $ 109,444 
                                                                                ============        =============       ===========
        Income taxes                                                           $  69,040            $  80,515            $  36,880 
                                                                                ============        =============       ===========


The accompanying notes are an integral part of these consolidated statements.   

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(1)  Operations and summary of significant accounting policies                  

Description of operations                                             

 The primary activity of the subsidiaries of Panamerican Beverages, Inc.
(the "Company") is the production and sale of Coca-Cola products and  
other beverages. The Company operates in Mexico, Brazil, Colombia,    
Venezuela and Central America (Costa Rica, Nicaragua and Guatemala).  
 Bottler agreements with Coca-Cola expire during the years 2000-2005 and
are expected to be renewed upon expiration.                           

 Approximately 88% of the Company's 1999 net sales were derived from the
distribution of Coca-Cola products. Coca-Cola may be able to exercise 
influence over the conduct of the Company's business through rights   
maintained under bottler agreements with the Company and otherwise.   

On November 1, 1995, the Coca-Cola Export Corporation ("Export"), a   
 wholly owned subsidiary of Coca-Cola, Coca-Cola and the Company entered
  into an Amended and Restated Investment Agreement ("Agreement") pursuant
   to which Coca-Cola designated the Company as an anchor bottler and agreed
 to increase its equity interest in the Company. Coca-Cola also acquired
the right to approve certain major corporate actions taken by the     
Company. Subject to satisfaction of certain conditions, the Agreement 
   calls for Coca-Cola to purchase Company capital stock in amounts equal to
the purchase price of bottling acquisitions to be made by the Company 
  from time to time, up to a maximum voting interest of 25%. The price per
share in any such acquisition of additional capital stock will be the 
average closing price on the New York Stock Exchange during a period  
preceding the announcement of the related bottling acquisition. The   
Agreement does not obligate the Company to finance an acquisition by  
selling stock to Export.                                              

The designation of the Company as an anchor bottler means that the    
Company will be one of Coca-Cola's strategic partners in the worldwide
Coca-Cola bottling system. Although it does not guarantee that the    
Company will be able to acquire any particular franchise or renew     
   existing bottler agreements, the Company believes (along with Coca-Cola's
 other anchor bottlers) it will be looked upon favorably by Coca-Cola in
these situations.                                                     

As of December 31, 1999 Coca-Cola beneficially owned 30,625,692 shares
representing approximately 24% of the Company's shares outstanding.   

 The significant accounting policies of the Company and its subsidiaries
are as follows:                                                       

New Pronouncements                                                    

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for  
Derivative Instruments and Hedging Activities" ("SFAS-133"), which    
 revises the accounting and related disclosures for derivative financial
  instruments. The Company does not believe the adoption of this standard,
which will be implemented in the first quarter of 2001, will have a   
material effect on financial position or results of operations.       

In March 1998, the American Institute of Certified Public Accountants 
issued Statement of Position No. 98-1, "Accounting for the Costs of   
 Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"),
  which provides guidance on the accounting for software development costs
and requires the capitalization of certain costs which the Company had
historically expensed. As required, beginning 1999 the Company adopted
   SOP 98-1, which did not have a material impact on the Company's financial
position, results of operations or cash flows.                        

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(1)  Operations and summary of significant accounting policies (Continued)      

Basis of consolidation                                                

   The consolidated financial statements include the accounts and operations
of the Company and its subsidiaries in Mexico, Brazil, Colombia,      
Venezuela and Central America. All material intercompany accounts and 
  transactions have been eliminated in consolidation. Minority interest in
majority owned subsidiaries has been recorded in the Company's        
  consolidated financial statements representing their share of subsidiary
earnings.                                                             

   The equity in earnings and the changes in equity of subsidiaries that are
acquired or sold during the period are included in the financial      
statements until or from the date of the transaction.                 

Basis for translation                                                 

  The accounts of the Company are maintained in U.S. dollars. The accounts
of the subsidiaries are maintained in the currencies of the respective
countries.                                                            

   The financial statements of the Colombian and Venezuelan subsidiaries for
   all periods, the Mexican subsidiaries for 1997 and 1998 and the Brazilian
subsidiaries for 1997, have been remeasured into U.S. dollars, the    
reporting and functional currency, in accordance with Statement of    
Financial Accounting Standards No. 52, "Foreign Currency Translation" 
   ("SFAS-52"), as it applies to highly inflationary economies such as those
in which the subsidiaries operate, as follows:                        

a.   Quoted year-end rates of exchange are used to remeasure
monetary assets and liabilities.                  

b.   All other assets and shareholders' equity accounts are 
           remeasured at the rates of exchange in effect at the time the
items were originally recorded.                   

       c.   Revenues and expenses are remeasured on a monthly basis at the
           average rates of exchange in effect during the period, except
        for depreciation, amortization and materials consumed from
           inventories, which are translated at the rates of exchange in
effect when the respective assets were acquired.  

        d.   Translation gains and losses arising from the remeasurement are
       included in the determination of net income (loss) in the
             period such gains and losses arise and have been distributed to
the related income statement accounts.            

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(1)  Operations and summary of significant accounting policies (Continued)      

Foreign currency translation gains (losses) on monetary assets and    
liabilities for Colombia, Venezuela, Mexico (1997 and 1998) and Brazil
  (1997) have been included in the income statement accounts to which such
items relate as shown below:                                          

                               Year Ended December 31,
                      --------------------------------------------------------
                               1997             1998              1999
                               ------           ------            ------
Net sales                        $ (3,211)        $   628          $    (313)   
Cost of sales and operating                                                     
 expenses                       9,125          (2,007)            12,152
Interest and other income                                                       
 (expense)                      2,174           1,849              1,446
Provision for income taxes          2,243          (1,441)             1,500    
                              ---------       ---------         ----------

Net translation gains (losses)   $ 10,331         $  (971)         $  14,785    
                              ========        =========         ==========

   The translation gains (losses) allocated to net sales are attributable to
   translation losses on accounts receivable. The translation gains (losses)
allocated to cost of sales and operating expenses are attributable to 
translation gains (losses) on accounts payable and certain accrued    
liabilities. The translation gains (losses) allocated to other income 
  (expense) are attributable primarily to accrued excise taxes and certain
other accrued liabilities.                                            

 Beginning 1998, the Company discontinued classifying Brazil as a highly
inflationary economy, and accordingly, the functional currency of the 
Brazilian operations was changed from the U.S. dollar to the Brazilian
 real. This change resulted in a change in the method of translating the
Brazilian financial statements from the remeasurement process to the  
   current rate translation method and the deferred income tax asset balance
and shareholders' equity each decreased by $7,660, in 1998.           

 Beginning 1999, the Company discontinued classifying Mexico as a highly
inflationary economy, and, accordingly, the functional currency of the
  Mexican operations was changed from the U.S. dollar to the Mexican peso.
The effect of the change represented a decrease in both the deferred  
income tax balance and shareholders' equity of $4,937 in 1999.        

 The current rate translation method is used for the Brazilian (1998 and
1999), Mexican (1999), Costa Rican, Nicaraguan and Guatemalan         
subsidiaries, where the functional currency is the Brazilian Real, the
Mexican Peso, the Costa Rican Colon, the Nicaraguan Cordoba and the   
Guatemalan Quetzal, respectively. Under this method all assets and    
   liabilities (except minority interests) are translated on a monthly basis
using the quoted year-end exchange rate, and all revenues and expenses
are translated on a monthly basis at the average rate of exchange in  
effect during the period. The resulting translation adjustments are   
  included in the accumulated and other comprehensive income (loss), which
is a component of shareholders' equity.                               

Latin America                                                         

The Latin American markets in which the Company operates are          
  characterized by volatile and frequently unfavorable economic, political
 and social conditions. High inflation, and with it high interest rates,
are                                                                   

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(1)  Operations and summary of significant accounting policies (Continued)      

  common. The governments in the countries where the Company operates have
responded in the past to high inflation by imposing price and wage    
 controls or similar measures, although formal soft drink price controls
   in each country have been lifted or phased out. These countries have also
experienced significant currency fluctuations. Since the Company's    
 consolidated cash flows from operations is generated exclusively in the
 currencies of the subsidiaries, the Company is subject to the effect of
fluctuations in the value of those currencies.                        

  During January 1999, the Brazilian Government changed its local currency
exchange policy in relation to the U.S. dollar to be determined by the
market without establishment of a trading band. During 1999, the local
   currency decreased in value in relation to the U.S. dollar by 48% and the
related exchange loss amounted to $27,850, which was recorded in other
   income (expense). As of December 31, 1999 the Brazilian subsidiaries have
net liabilities denominated in U.S. dollars subject to translation    
 exchange gain or losses in the amount of $83,260 and net assets subject
to translation effect in the amount of $3,709. At February 1, 2000 the
  unaudited foreign exchange position was similar to that at year-end, and
there has been no significant change in the exchange rates.           

Use of estimates                                                      

The preparation of financial statements requires management to make   
  estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
   date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates. The most significant estimates with regard to these  
   financial statements are related to accounts receivable, inventory, taxes
and pensions as discussed in Notes 2, 3, 6 and 8, respectively.       

Revenue recognition                                                   

Revenues from sales are recorded at the time products are delivered to
   trade customers. Net sales reflect units delivered at selling list prices
reduced by known promotion allowances.                                

Vulnerability due to concentration                                    

The Company's primary raw material supplier is Coca-Cola. Transactions
with Coca-Cola are subject to maintenance provisions under existing   
bottler agreements.                                                   

 The Company's other raw materials are sourced from multiple vendors and
the Company believes additional supply sources exist for all these raw
materials.                                                            

Adjustments to conform with accounting principles generally accepted  
in the United States                                                  

   Certain accounting policies applied by the subsidiaries in their accounts
(and in their financial statements prepared for use in the respective 
country) conform with the accounting principles generally accepted    

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(1)  Operations and summary of significant accounting policies (Continued)      

in the respective country but do not conform with the accounting      
principles generally accepted in the United States. The accompanying  
 financial statements have been prepared for use primarily in the United
  States and reflect certain adjustments required to conform them with the
accounting principles generally accepted in the United States.        

Cash and equivalents                                                  

 Cash and equivalents include cash on hand and in banks and certificates
  of deposit stated at cost plus income accrued to the balance sheet date,
which have an original maturity of three months or less.              

Inventories                                                           

Inventories are stated at the lower of average cost or market.        

Investments                                                           

The investment in Tapon Corona de Colombia, S.A., equivalent to 40% of
the outstanding shares of that Colombian company, the investment in   
Cervejarias Kaiser, S.A., a Brazilian brewery (in which the company   
increased its interest from 11.4% to 11.6% in 1998 as a result of the 
acquisition of Refrigerantes do Oeste, S.A. ("R.O.S.A.") described in 
   Note 12) and investments in other companies in which the Company holds at
least 20% of the outstanding shares are accounted for using the equity
method, wherein the Company's participation in the earnings of those  
  subsidiaries are recorded in income as earned, and dividends received in
cash are applied to reduce the related investment.                    

The Company has investments in bank deposits and marketable bonds     
   amounting to $184,500 which guarantee bank loans obtained by subsidiaries
and are therefore classified as noncurrent (see Note 7). Bank deposits
are valued at fair value.                                             

All other investments are valued at cost, which approximates market or
   net realizable value. The equity in earnings and the changes in equity of
  subsidiaries that are acquired or sold during the period are included in
the financial statements until or from the date of the transaction.   

Property, plant and equipment                                         

  Property includes the cost of land, buildings, equipment and significant
improvements to existing property. Additions, improvements and        
expenditures for repairs and maintenance that significantly add to the
   productive capacity or extend the life of an asset are capitalized; other
   expenditures for repairs and maintenance are charged to operating results
as incurred.                                                          

Interest incurred with respect to long-term capital projects is       
   capitalized and reflected as a reduction of interest expense. Such amount
was $175, $346 and $73 in 1997, 1998 and 1999, respectively.          

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(1)  Operations and summary of significant accounting policies (Continued)      

When an asset is sold or retired, the cost and related accumulated    
depreciation are removed from the respective accounts and any gain or 
loss is included in results of operations for that year.              

Depreciation is calculated under the straight-line method for all     
subsidiaries over the estimated remaining useful lives of the assets. 

Bottles and cases                                                     

  The Company utilizes the lower of FIFO cost or market method for valuing
bottles and cases on hand. Breakage of bottles and cases on hand is   
included in depreciation and amortization expense. For the years ended
 December 31, 1997, 1998 and 1999, breakage expense amounted to $32,814,
$44,980 and $37,373, respectively.                                    

  Bottles and cases, net include the cost of bottles and cases on hand and
   the unamortized portion of the capitalized cost of new introductions, net
of any amounts collected for bottles and cases. The cost of new       
   introductions is amortized over estimated useful lives ranging from three
   to six years for bottles and six to ten years for cases, and amortization
 expense of $32,865, $49,100 and $57,228 has been recorded in 1997, 1998
and 1999, respectively.                                               

A certain level of bottles and cases are always in circulation in the 
 marketplace. The Company's practice is to accept returnable bottles and
 cases in lieu of deposits on new sales, and, in practice, the Company's
customers generally do not return bottles and cases for refunds.      
Accordingly, monies received by the Company from customers for bottles
  and cases are netted against the Company's cost of acquiring bottles and
cases.                                                                

Goodwill                                                              

  Goodwill represents the excess of the cost of acquisitions over the fair
value of the net assets acquired, and is being amortized on a         
straight-line basis over the estimated periods to be benefited, not to
exceed 40 years.                                                      

Impairment                                                            

 The Company periodically evaluates whether events or circumstances have
occurred indicating that the carrying amount of the long-lived assets,
including goodwill, may not be recoverable. When factors indicate     
  possible impairment, the Company uses an estimate of undiscounted future
cash flows to determine if any impairment has occurred.               

Marketing expense                                                     

The Company expenses broadcast advertising costs when invoiced, which 
generally coincides with the broadcast of the related advertisement.  
Other marketing and advertising costs are expensed as incurred.       

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(1)  Operations and summary of significant accounting policies (Continued)      

   Marketing expense, net of Coca-Cola reimbursements in 1997, 1998 and 1999
was $96,299, $119,986 and $90,240, respectively.                      

Franchisor incentives                                                 

Coca-Cola, at its sole discretion, provides the Company with various  
benefits and incentives, including capital expenditure incentives,    
   promotional programs and advertising support. In 1999, Coca-Cola modified
 the terms and conditions of its franchisor incentive arrangements. As a
   result, reimbursements are now based on meeting certain conditions. Until
1998 there were no conditions required for franchisor incentives.     
Prior to 1999, capital expenditure incentives are recorded as other   
  income when Coca-Cola confirmed its commitment to the related incentive.
  Beginning 1999, incentives are recorded as liabilities when received and
are amortized to other income on a straight-line basis over 60 months 
 beginning the next month after Coca-Cola confirms its commitment to the
  related incentive (see Note 13). Payments are related to the increase in
 volume of Coca-Cola products that result from such expenditures and are
   viewed by the Company as an offset against the costs of concentrates paid
 by the Company to Coca-Cola. Advertising and promotional incentives are
treated as reductions of the marketing expense when known.            

Employee Profit Sharing                                               

 Mexican, Brazilian and Venezuelan laws require the payment to employees
of employee profit sharing. These amounts are treated as compensation 
   expense and are reflected in the appropriate income statement captions in
the accompanying financial statements. The employee profit sharing    
expense was as follows:                                               

              Year Ended
            December 31,
            ------------
                                 1997             $   14,460
                                 1998             $   20,877
                                 1999             $   27,078

Pensions and other employee benefits                                  

Pension plans are computed in accordance with Statement of Financial  
Accounting Standards No. 87, "Employers' Accounting for Pensions"     
("SFAS-87"), determined under the projected unit credit method. The   
Mexican, Brazilian, Colombian, Nicaraguan and Guatemalan subsidiaries 
have pension plans, which cover all their employees except for the    
   Mexican plan which covers only nonunion employees. The other subsidiaries
do not have pension plans.                                            

  The Mexican and Brazilian pension plans are funded and the contributions
are based on actuarial valuations. In 1998 and 1999 the contributions 
amounted to $2,374 and $1,932, respectively. The                      

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(1)  Operations and summary of significant accounting policies (Continued)      

Colombian plan is unfunded and shared with a government agency. The   
 Nicaraguan and Guatemalan plans are unfunded. The labor laws in each of
the countries in which the Company operates require severance payments
upon involuntary termination. The Company accrues for such costs when 
known.                                                                

The Company has no other post-retirement or post-employment benefits  
which would require adjustment under Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Post-retirement Benefits
 other than Pensions" or Statement of Financial Accounting Standards No.
112, "Employers' Accounting for Post-employment Benefits".            

Nonrecurring income (expenses)                                        

   During 1998, the Brazilian subsidiaries conducted a study to evaluate the
expected future utilization of returnable product presentations in the
   Brazilian market, having observed accelerated demand for, and utilization
  of, non-returnable presentations in the marketplace. The results of this
study indicated that the use of non-returnable presentations will     
continue to increase in the Brazilian market. Therefore, the Company  
adjusted the carrying value of bottles and cases to reflect their     
estimated use in the marketplace by charging $36,544 to the 1998      
   operating results, increasing total depreciation and amortization expense
and reducing the provision for income tax by $12,060.                 

Additionally in 1998 the Brazilian subsidiaries reversed a contingency
   reserve recorded in prior years for excise tax credits taken on purchases
 of concentrate between February 1991 and February 1994. The Company had
 previously accrued this reserve in the full amount of such credits. The
Company reversed this reserve based on the fact that during 1998 the  
Brazilian Supreme Court resolved similar claims of other bottlers in  
favor of the bottlers (see Note 10).                                  

The reversal of the excise tax reserve amounted to $60,486 and was    
   credited to other nonrecurring income in the income statement. Income tax
   credits related to this reserve, amounting to $19,960, were also reversed
 and charged in 1998 directly to income in the provision for income tax.

Facilities reorganization charges                                     

During 1999, the Company recorded $35,172 of charges primarily as a   
 result of the write-off of non cash items amounting to $20,270 relating
to physical assets in Venezuela and Colombia and $14,902 cash items   
   relating to severances in Brazil and Venezuela that have been recorded as
facilities reorganization charges.                                    

Income taxes                                                          

Deferred income taxes are provided by the balance sheet method for    
temporary differences between amounts of assets and liabilities for   
financial and tax reporting purposes.                                 

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(1)  Operations and summary of significant accounting policies (Continued)      

   At December 31, 1999, accumulated undistributed retained earnings subject
to withholding taxes of foreign subsidiaries in Mexico, Colombia and  
   Costa Rica, amounted to approximately $138,803, $269,573, and $14,101. No
provision for withholding tax is made on foreign earnings because they
are considered by management to be permanently invested in those      
   subsidiaries and, under the tax laws, are not subject to such taxes until
   distributed as dividends. If the earnings were not considered permanently
invested, approximately $10,410, 18,870 and $2,115 of deferred taxes  
 would have been provided for subsidiaries in Mexico, Colombia and Costa
  Rica, respectively, at December 31, 1999. This assumes a withholding tax
   rate of 7.5% for Mexico, 7% for Colombia and 15% for Costa Rica (see Note
9). Dividends paid for distribution of earnings in Mexico were not    
  subject to withholdings taxes until December 31, 1998. Effective January
1, 1999, dividends are subject to withholdings taxes (see Note 9). No 
withholding taxes are generally paid for distribution of earnings in  
Venezuela, Nicaragua or Guatemala.                                    

Financial instruments                                                 

The Company has considered the disclosure provisions of Statement of  
  Financial Accounting Standards No. 105, "Disclosure of Information about
Financial Instruments with Off-Balance-Sheet Risk and Financial       
   Instruments with Concentration of Credit Risk," as well as the provisions
of Statement of Financial Accounting Standards No. 107, "Disclosures  
   about Fair Value of Financial Instruments". The Company does not have any
financial instruments which would call for any additional disclosures 
under Statements 105 and 107.                                         

The carrying amounts and fair values of the Company's financial       
instruments as of December 31, are summarized as follows:             

                                                        [Enlarge/Download Table]


                                                          1998                                1999                
                                           ----------------------------------  -----------------------------------
                                            Carrying Amount    Fair Value       Carrying Amount     Fair Value    

                                                                                                                  
Long-term bank investments and marketable                                                                         
bonds                                         $      -         $      -         $  187,500        $  195,692      
                                              ==========       ==========       ==========         =========      
Bank loans and long-term debt (including      $1,128,661       $1,175,000       $1,348,141        $1,397,100      
current portion)                              ==========       ==========       ==========        ==========      


Earnings per share                                                      

Basic earnings per share have been calculated based on the weighted   
average number of common shares outstanding.                          

Diluted earnings per share have been calculated similar to the basic  
earnings per share, except that the weighted average number of shares 
includes the number of additional common shares that would have been  
  outstanding, if the dilutive potential common shares of the stock option
plans had been issued under the treasury stock method.                

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(2)  Accounts receivable                                                        

Short-term accounts receivable consist of:                            

                                                        December 31,
                                                      ------------------------
                                                      1998            1999
                                                    --------        --------
Customers and distributors                           $ 103,243      $   89,637  
Employees                                                8,403           5,501  
Subsidiaries of Coca-Cola and related companies         22,570          13,479  
Sales and income taxes receivable                       20,572          10,606  
Other                                                   30,647          26,087  
                                                    --------        --------
                                                     185,435         145,310
Less-Allowance for doubtful accounts                    10,427          11,534  
                                                    --------        --------

                                                   $ 175,008       $ 133,776
                                                    ========        ========

Long-term accounts receivable consist of:                             

                                                        December 31,
                                                       -----------------------
                                                      1998            1999
                                                     -------        --------
Judicial deposits                                    $   1,401       $   1,401  
Notes from distributors                                 22,849          11,227  
Employee housing loan fund                               1,749           1,271  
Other                                                    1,519           3,151  
                                                    --------        --------
                                                   $  27,518       $  17,050
                                                    ========        ========

The judicial deposits primarily represent amounts deposited by the    
Brazilian subsidiaries to cover certain local taxes, all of which have
   been accrued. Notes from distributors relate to financing provided by the
  Company to distributors to acquire vehicles with maturities ranging from
three to five years.                                                  

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(3)  Inventories                                                                

Inventories consist of:                                               

                                    December 31,
                                --------------------------------------------
                                       1998                     1999
                                       -------                  --------
Bottled beverages                        $  47,309                $   32,683    
Raw materials                               51,703                    49,341    
Spare parts and supplies                    51,861                    45,018    
                                      --------                  --------
                                       150,873                   127,042
Less- Allowance for obsolete and slow                                           
 moving items                            1,486                     4,064
                                      --------                  --------
                                     $ 149,387                 $ 122,978
                                      ========                  ========

(4)  Property, plant and equipment                                              

Property, plant and equipment consist of:                             

                                December 31,
                                 -----------------------------------------
                                                                Estimated useful
                                   1998          1999            lives
                                   ---------     ---------   ---------------
Land                                $  122,910   $   114,588          -         
Buildings                              319,804       303,959    20 to 40 years  
Machinery and equipment, furniture                                              
   and fixtures                    1,245,751     1,180,304     4 to 20 years
Vehicles                               384,576       376,481     4 to 10 years  
Construction in progress                51,653        59,290          -         
                 ---------     ---------
                 2,124,694     2,034,622
Less-Accumulated depreciation          817,104       816,239                    
                 ---------     ---------
                $1,307,590    $1,218,383
                 =========     =========

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(5)  Related party transactions                                                 

The Company had the following significant transactions with related   
parties:                                                                        

                                   Year Ended December 31,
                                 -----------------------------------------------
                                         1997          1998             1999
                                       ---------      -------           ------
Income -                                                                        
    Kaiser beer distribution fees     $    9,117    $   7,850        $   5,658
    Marketing expense support             65,475       81,701           59,279
                                       ---------      -------          -------
                                      $   74,592    $  89,551        $  64,937
                                       =========      =======          =======
Expenses -                                                                      
    Purchases of concentrate          $  288,708    $ 322,426        $ 266,215
    Purchases of beer                    254,083      179,457           74,020
    Purchases of other inventories       154,579      165,599          106,712
                                       ---------      -------          -------
                                      $  697,370    $ 667,482        $ 446,947
                                       =========      =======          =======

Capital expenditure incentives         $   26,780    $  40,791        $   9,833 
received in cash                        =========      =======          ======= 

(6)  Income taxes                                                               

 The Company is exempt from Panamanian income tax, but the operations of
the subsidiaries are subject to income taxes at the applicable local  
rates.                                                                

Income taxes are computed taking into consideration the taxable and   
deductible effects of inflation in each of the countries in which the 
Company operates.                                                     

  The provisions for income taxes have been determined on the basis of the
taxable income of each individual company and not on a consolidated   
basis.                                                                

 During 1997, the Brazilian subsidiaries chose to replace the payment of
dividends for the payment of "interest on shareholders' equity".      
According to Brazilian legislation, companies may pay to their        
shareholders a calculated interest amount based on the companies'     
shareholders' equity, and the Brazilian long-term interest rate. This 
  interest is limited to half of the companies' net income for the year or
half of the companies' retained earnings, whichever is higher. The    
payment of such amounts allows companies the benefit of interest      
   deductibility in the calculation of the income taxes. The tax benefit due
  to the deductibility of this interest for purposes of the computation of
 the income taxes, amounting to $11,540, $10,485 and $951, were credited
to income taxes, in the income statement in 1997, 1998 and 1999,      
respectively.                                                         

  At the end of 1998, some of the Brazilian tax rules were changed as part
of the federal government's reform of the tax system. For example, the
"Cofins" tax, which is assessed on sales revenues, was increased from 
 2.0% to 3.0%, beginning February 1999. One third of the Cofins tax paid
may be offset against the social contribution tax calculated for the  
year, which is reported together with the provision for income tax.   
 Amounts not offset during the year may not be carried forward to future
  periods. This change reduces the ability of Brazilian companies to fully
  recover credits derived from social contribution tax loss carryforwards,
as in the case of the Brazilian subsidiaries.                         

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(6)  Income taxes (Continued)                                                   

Accordingly, the Company recorded a valuation allowance on previously 
  recorded deferred income tax assets amounting to $14,072 by charging the
  provision for income taxes in the fourth quarter of 1998. As a result of
tax legislative changes during 1999, Cofins can no longer be offset   
  against social contribution tax. The Company reversed the aforementioned
valuation allowance of $9,507 at the current exchange rate which      
   corresponds to the $14,072 as of December 31, 1998, and resumed recording
 assets corresponding to the social contribution tax loss carryforwards.

As of December 31, 1999, the Company had $127,874 of tax loss         
carryforwards available from its subsidiaries to offset future taxable
   income. The Company has provided a valuation allowance of $59,510 against
tax loss carryforwards from its subsidiaries.                         

 Mexican and Venezuelan subsidiaries are subject to an asset tax, to the
  extent that such exceeds the income tax of the period, at an annual rate
of 1.8% and 1%, respectively. Any required payment of asset taxes is  
refundable against the excess of income taxes over asset taxes for the
following ten and three years in the case of Mexico and Venezuela,    
respectively.                                                         

The income tax expense for the years ended December 31, 1997, 1998 and
1999 consists of the following:                                       

                                                                [Download Table]

                                                     Valuation                
                       Current       Deferred         Allowance        Total  
                       Expense        Expense         Increase        Expense 
                      (Benefit)      (Benefit)       (Decrease)      (Benefit)

1997:                                                                         
                                                                              

     Mexico           $  11,447   $   19,740     $        -       $  31,187   
     Brazil              56,238      (52,944)             -           3,294   
     Colombia            14,409        4,520              -          18,929   
     Venezuela            2,774      (51,264)        48,171            (319)  
     Central America      4,083          128              -           4,211   
                      ----------  -----------    -----------      ----------  
         Total        $  88,951   $  (79,820)    $   48,171       $  57,302   
                      ==========  ===========    ===========      ==========  

1998:                                                                         

     Mexico           $  17,371   $   16,661     $        -       $  34,032   
     Brazil              25,094      (31,311)        14,072           7,855   
     Colombia              (721)       1,617              -             896   
     Venezuela           10,935      (12,314)         4,309           2,930   
     Central America      4,593        1,068              -           5,661   
                      ----------  -----------    -----------      ----------  
         Total        $  57,272   $  (24,279)    $   18,381       $  51,374   
                      ==========  ===========    ===========      ==========  
1999:                                                                         

     Mexico           $  41,966        $5,063    $        -      $   47,029   
     Brazil               2,341       (24,158)       (9,507)        (31,324)  
     Colombia            11,589       (10,311)            -           1,278   
     Venezuela            9,196       (15,892)       15,049           8,353   
     Central America      5,563           355             -           5,918   
                      ----------  -----------    -----------     -----------  
         Total        $  70,655   $   (44,943)   $    5,542      $   31,254   
                      ==========  =============  ===========     ===========  

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(6)  Income taxes (Continued)                                                   

  The provisions for income taxes computed by applying the local statutory
   rates to income before taxes, as reconciled to the actual provisions, are
as follows for the years ended December 31, 1997, 1998 and 1999:      

                                                        [Enlarge/Download Table]


                                                                1997                           

                                                                               Central         
                                     Mexico   Brazil   Colombia     Venezuela  America   Total 

                                                                                               
Tax at local country statutory                                                                 
     rate                               34%      33%      35%          34%       30%      40%  
Add (deduct)--                                                                                 
     Tax inflation adjustments, net      2%       -       (1%)        (21%)      (1%)     (5%) 
     Indexed tax depreciation          (11%)     (9%)      -           (9%)      (1%)     (8%) 
     Employee profit sharing             1%       -        -            -         -        -   
     Tax credits relating to the                                                               
         deduction of interest on                                                              
         shareholders' equity and                                                              
         other                           -      (31%)      -            -         -       (6%) 
     Other                              11%      14%     (10%)         (4%)      (1%)      2%  
                                        ---      ---      ---           ---       ---     ---  
Tax at effective tax rate               37%       7%      24%           -        27%      23%  
                                        ===      ===      ===           ===      ===      ===  

                                                                1998                           

                                                                               Central         
                                     Mexico   Brazil   Colombia     Venezuela  America   Total 
                                     ------   ------   --------     ---------  -------  -------
Tax at local country statutory                                                                 
     rate                               34%      33%     35%             34%     29%      48%  
Add (deduct)--                                                                                 
     Tax inflation adjustments, net      6%       -      (7%)           (10%)     -       (1%) 
     Indexed tax depreciation          (20%)      3%       -             (6%)     -      (12%) 
     Employee profit sharing             2%       -        -               -      -        1%  
     Prospective change in                                                                     
     statutory rate                      2%       -        -               -      -        1%  
                                         --       -        -               -      -        --  
     Tax credits relating to the                                                               
         deduction of interest on                                                              
         shareholders' equity and                                                              
         other                            -     (56%)    (17%)             -      -      (18%) 
    Provision for valuation                                                                    
        allowance                         -      37%        -              -      -        8%  
    Other                                8%     (10%)     (9%)           (9%)    (2%)      2%  
                                     ------     -----    -----          -----   -----    ----  
Tax at effective tax rate               32%       7%       2%             9%     27%      29%  
                                     ======     =====    =====          =====   =====    ====  

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                                                        [Enlarge/Download Table]


                                            PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES                         
                                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                          
                                    (Stated in thousands of U.S. dollars, except for share data)                 

(6)  Income taxes (Continued)                                                                                    

                                                                            1999                                 

                                                                                                  Central        
                                           Mexico        Brazil      Colombia     Venezuela       America   Total
                                                                                                                 
Tax (benefit) at local country                                                                                   
     statutory rate                         35%          (33%)        35%           (34%)           28%      97% 
Add (deduct)--                                                                                                   
    Tax inflation adjustments, net           3%             -        (23%)           12%              -       6% 
    Indexed tax depreciation                 -             1%          -            (14%)             -       2% 
Employee profit sharing                      3%             -          -              -               -      13% 
Asset tax                                    -              -          -             12%              -      20% 
Tax credits relating to the                                                                                      
   deduction of interest on                                                                                      
   shareholders' equity and                  -           (10%)         -              -               -     (18%)
   other                                                                                                         
Provision for valuation                                                                                          
   allowance                                 -             -           -            36%              -      60%  
Reversal of valuation                                                                                            
   allowance                                 -          (19%)          -              -              -     (18%) 
Other                                      (9%)         ( 4%)         (2%)           8%             (2%)   (37%) 
                                          -----         -----        -----         -----            ----   ----- 
Tax at effective tax rate                  32%           65%          10%           20%             26%    125%  
                                          =====         =====        =====         =====            ====   ===== 

Beginning in 1999, the income tax rate in Mexico increased from 34% to
35%, with the obligation to pay this tax each year at a rate of 30%   
  (transitorily 32% in 1999), with the remainder payable upon distribution
of earnings.                                                          

The components of the net deferred income tax liability (asset) as of 
December 31, 1998 and 1999 are as follows:                            

                                      December 31,
                                       -------------------
                                       1998           1999
                                       ----           ----
Current:                                                                        
Inventories                              $   13,490     $    16,799     
Nondeductible reserves                         (309)           (403)    

Other                                         2,723           6,063     
                                      --------        --------
  Total current                         15,904          22,459
Bottles and cases                            45,313          37,047     
Property, plant and equipment               103,011          94,473     
Nondeductible reserves                      (12,598)         (8,152)    
Tax loss carryforwards                     (120,443)       (127,874)    
Valuation allowance                          57,636          59,510     
Other                                        (3,223)        (10,551)    
                                       ---------       ---------
Total long-term, net                     69,696          44,453 
                                       ---------       ---------
Total                                $   85,600      $   66,912 
                                       =========       =========

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(6)     Income taxes (Continued)                                                

     The components of the deferred income tax provision (benefit) for the
years ended December 31, 1997, 1998 and 1999 are as follows:    

                                     Year Ended December 31,
                                 -----------------------------------------
                                   1997               1998              1999
----  
Inventories                       $  2,593           $  1,863          $  2,870 
Property, plant and equipment       20,777              1,845           (18,688)
Bottles and cases                   (2,464)           (13,092)           (7,682)
Investments                              -             (1,115)           (4,338)
Nondeductible reserves              (8,524)            14,700            (1,906)
Tax loss carryforwards             (58,522)           (29,340)          (24,579)
Valuation allowance                 13,329             18,381             5,542 
Other                                1,162                860             9,380 
                                  --------           --------          -------
                                  $(31,649)          $ (5,898)         $(39,401)
                                   ========           ========          ========

(7)  Bank loans and long-term debt                                              

  At December 31, 1999 the Company and its subsidiaries had direct unsecured
bank loans denominated in U.S. dollars, with between 1- and 8-month     
  maturities. The average annual interest rate for the majority of the loans
as of December 31, 1999 was LIBOR (6.09) + 1%.                          

At December 31, 1999 the majority of long-term debt bears fixed interest
rates ranging from 5.75% to 10.75%, and the remaining long-term debt has
variable interest rates ranging from LIBOR + 1.25% to 4.25%, the Mexican
 rate for units of real constant value (UDIS) plus 9.75% and the Brazilian
  long-term interest rate (TJLP) plus 5.08% to 6.60%. A summary of long-term
debt by country is as follows:                                          

                                  December 31,
                                     1998               1999
                                     -----             -----

Corporate                                    $  650,000       $  870,000        
Mexico                                            2,042            107,418      
Brazil                                           70,825             76,069      
Colombia                                         63,843             61,542      
Venezuela                                             -            188,000      
Central America                                  39,889             11,583      
                                          -------          ---------
                                          826,599          1,314,612
Less - Current portion of long-term debt         55,332             64,640      
                                          -------          ---------
Total                                        $  771,267       $  1,249,972      
                                          =======          =========

Maturities of long-term debt at December 31, 1999 are as follows:               

2001                                                  $   289,890               
2002                                                      376,182               
2003                                                      154,067               
2004                                                       23,299               
2005 and thereafter                                       406,534               
                                        ------------
                                        $1,249,972

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(7)  Bank loans and long-term debt (Continued)                                  

Corporate                                                               

In March 1996, the Company issued $150,000 aggregate principal amount of
8-1/8% Senior Notes Due 2003. In addition, in July 1997, the Company    
  issued $300,000 aggregate principal amount of 7-1/4% Senior Notes Due 2009
(see Note 12).                                                          

  On December 22, 1998, the Company entered into an agreement with Coca-Cola
Financial Corporation (U.S.), as arranger and administrative agent, to  
  obtain a three-year loan in the amount of $200,000 with quarterly interest
payments. The proceeds were used to repay short-term bank loans of the  
Company and the Venezuelan subsidiaries.                                

On March 18, 1999, the Company entered into an agreement with ING Baring
 U.S. Capital, LLC, as arranger and administrative agent, for a three-year
loan in the amount of $300,000 with quarterly interest payments at an   
average interest rate of LIBOR + 3.5%. The proceeds were used to repay  
short-term bank loans of the Company and guarantee bank loans of the    
Venezuelan subsidiaries with investments made by the Company. The loan  
agreement establishes certain restrictions including a minimum          
consolidated equity of $1,750,000 and other covenants and ratios. During
November 1999, $80,000 of this loan was repaid prior to scheduled       
repayment date.                                                         

Mexico                                                                  

 On November 12, 1999 the Mexican subsidiaries issued unsecured promissory
notes for 1,001,705,080 Mexican pesos equivalent to 380,000,000 UDI's   
 (unit of real constant value, in Mexican pesos, whose value is calculated
by Bank of Mexico), payable semiannually with a seven year maturity and 
bearing interest ranging from 8.65% to 9.75% (including withholding). As
of December 31, 1999 the amount of this debt is $106,534.               

The other Mexican loans of $884 are denominated in U.S. dollars and are 
payable in semiannual installments through 2001, guaranteed by the      
equipment acquired with the proceeds. The loan agreements establish     
certain restrictions including minimum capital stock, acquisition       
limitations and dividend restrictions.                                  

Brazil                                                                  

The Brazilian loans consist of $55,339 denominated in U.S. dollars at a 
  fixed average rate of 9.8%; and $20,730 denominated in local currency with
the majority bearing variable interest rates ranging from the Brazilian 
long-term interest rate plus 5.08% to 6.6%, and the remaining loans have
 fixed interest rates at an average of 9.8%. These loans are guaranteed by
 mortgages on land, buildings and by the machinery, equipment and vehicles
acquired.                                                               

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(7)  Bank loans and long-term debt (Continued)                                  

Colombia                                                                

  The Colombian loans are basically denominated in U.S. dollars with average
annual interest rates ranging from LIBOR + 1% to 4.25%. The loan        
agreements establish certain restrictions including an equity minimum of
U.S. $230,000. One of the loans is guaranteed by Colombian Yankee Bonds 
  presented as long-term investments in the accompanying 1999 balance sheet,
amounting to $34,500.                                                   

Venezuela                                                               

 The Venezuelan loans consist of bank loans, which are denominated in U.S.
dollars at a rate of LIBOR + 2.00% to 4.00%, with interest payable in   
 quarterly installments. Loans in the amount of $150,000 are guaranteed by
deposits amounting to $150,000 of the parent company presented as       
long-term investments in the accompanying 1999 balance sheet.           

Central America                                                         

The Costa Rican, and Guatemalan loans are denominated in local currency 
  and the Nicaraguan loans are denominated in U.S. dollars. Nicaraguan loans
are guaranteed by the equipment acquired with the proceeds.             

As of December 31, 1999 the Company and the subsidiaries have complied  
with all the terms and conditions established in the loan agreements.   

(8)  Pensions                                                                   

The status of the pension plans are presented in accordance with      
Statement of Financial Accounting Standards No. 132 "Employers'       
Disclosures about Pensions and Other Postretirement Benefits":        

                                                        [Enlarge/Download Table]


                                                               December 31,                     

                                                    1998                         1999           
                                         ----------------------------------------------------   
                                           Unfunded       Funded       Unfunded        Funded   

                                                                                                
Change in benefit obligation                                                                    
Benefit obligation at beginning of year    $  10,159      $  18,533    $  12,337       $ 23,281 
Service cost                                     231          1,861          589          1,811 
Interest cost, net                             2,335          1,767        3,124          2,340 
Participants' contributions                        -            198            -            192 
Amendments                                         -            448            -              - 
Actuarial loss (gain)                          2,666          2,641       (1,944)         3,519 
Benefit payments                              (1,184)          (375)      (2,687)        (3,697)
Translation gain                              (1,870)        (1,792)       3,494         (3,988)
                                           ----------     ----------   -----------     ---------
Benefit obligation at end of year             12,337         23,281       14,913         23,458 
                                           ----------     ----------   -----------     ---------

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                                            PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES               
                                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                
                                    (Stated in thousands of U.S. dollars, except for share data)       

(8) Pensions (Continued)                                                                               
                                                                           December 31,                
                                                   ----------------------------------------------------
                                                                  1988                    1999         
                                                   ----------------------------------------------------
                                                     Unfunded      Funded       Unfunded        Funded 
                                                                                                       
Change in plan assets                                                                                  
Fair value of plan assets at beginning of year             -       16,463             -         14,961 
Actual return on plan assets                               -       (2,283)            -          5,020 
Employer contributions                                     -        2,434             -            602 
Participants' contributions                                -          198             -            192 
Benefit payments                                           -         (375)            -         (3,697)
Translation gain                                           -       (1,476)            -         (4,137)
                                                     --------    --------      ---------       --------
Fair value of plan assets at end of year                   -       14,961             -         12,941 
                                                     --------    --------      ---------       --------
Funded status                                                                                          
Benefit obligation in excess of fair value                                                             
  of plan assets                                       12,337       8,320         14,913        10,517 
Unrecognized net actuarial loss                            -       (6,821)           352        (2,821)
Unrecognized prior service cost                          (498)       (969)          (174)       (5,172)
Unrecognized net transition Obligation                     -          419         (6,466)          168 
                                                    ----------  ----------     ----------     ---------
 Net amounts recognized                             $  11,839   $     949      $   8,625      $  2,692 
                                                    =========   ==========     ==========     =========

The net periodic pension cost consists of the following:                        

                                                                [Download Table]

                                                  Year Ended December 31,       
                                    --------------------------------------------
                                           1997          1998          1999     
                                    --------------------------------------------
                                                                                
Service cost                        $  1,987       $    2,092      $   2,400    
Interest cost, net                     4,030            4,102          5,464    
Expected return on plan assets        (1,731)          (1,009)        (1,333)   
Amortization of prior service cost     1,077              316            272    
Recognized net actuarial loss             83              111              -    
Transition obligation                   (102)             (83)             -    
                                    ---------      -----------     ---------    
 Net periodic pension costs         $  5,344       $    5,529      $   6,803    
                                    =========      ===========     ===========  

  The economic assumptions in 1997, 1998 and 1999, net of inflation, which
reflect the local economic conditions and particular circumstances of 
each of the subsidiaries, are as follows:                             

                                                                [Download Table]


                                                        1997                        

                                ----------------------------------------------------
                                    Mexico            Brazil            Colombia    
                                ----------------------------------------------------
                                                                                    
Discount rate                         4.5%               6%                 5%      
Expected return on plan assets          6%               6%                  *      
Rate of compensation increase           1%               2%                 1%      

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(8) Pensions (Continued)                                                        

                                                        [Enlarge/Download Table]


                                                        1998                            
                                --------------------------------------------------------
                                   Mexico        Brazil       Colombia      Guatemala   
                                --------------------------------------------------------
                                                                                        
Discount rate                        4.5%           6%            8%             5%     
Expected return on plan assets         6%           6%            *              *      
Rate of compensation increase          1%           2%            4%             2%     

                                                        1999                            
                                --------------------------------------------------------
                                   Mexico        Brazil       Colombia      Guatemala   
                                --------------------------------------------------------

Discount rate                        4.5%           6%            7%             8%     
Expected return on plan assets         6%           6%            *              *      
Rate of compensation increase          1%           2%            1%             3%     

*Not applicable, as the benefits are not funded.                                

(9)  Retained earnings                                                          

  Certain of the Company's subsidiaries are required by law to appropriate
a portion of their annual net income to legal reserves until such     
   reserves equal prescribed percentages of outstanding capital stock. These
   legal reserves, which aggregated $32,045 and $33,140 at December 31, 1998
 and 1999, respectively, are generally not available for distribution to
   shareholders until the liquidation of the individual companies, except in
the form of stock dividends in the Mexican subsidiaries.              

  The Brazilian companies' statutes require minimum dividend distributions
  representing 25% of net income (after deducting reserves provided by law
or by the shareholders) for the year. This dividend requirement may be
  waived by the unanimous vote of shareholders at a meeting where a quorum
(consisting of the holders of a majority of the shares) is present.   

At present, Colombia and Costa Rica impose withholding taxes of 7% and
15%, respectively, on dividends paid by domestic subsidiaries to the  
Company. In addition, Brazil imposes a withholding tax of 15% on      
 dividends paid by domestic subsidiaries to the Company that are derived
from earnings generated prior to January 1, 1996.                     

Dividends from earnings generated until 1998 are not subject to income
   taxes in Mexico, as long as they are paid from "net taxed income" (UFIN).
   Dividends not paid from UFIN are subject to a 35% income tax. During 1999
  and 2000, dividends paid to individuals or foreign residents are subject
  to income tax withholding of an effective tax rate of approximately 7.5%
   and 7.7%, respectively. In addition, if earnings generated after 1998 for
which no corporate tax has been paid are distributed, the tax must be 
 paid upon distribution of the dividends. Consequently, the Company must
keep a record of earnings subject to each tax rate.                   

Dividends are not subject to withholding taxes in Venezuela, Nicaragua
and Guatemala.                                                        

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(10) Contingencies                                                              

Service Fees                                                          

The Company is appealing a decision by the Brazilian tax authorities  
imposing income taxes, interest and fines in an amount equivalent to  
$5,020 and $3,741 as of December 31, 1998 and 1999, respectively,     
 relating primarily to the deductibility of certain intercompany service
payments.                                                             

Tax Credits                                                           

   The Brazilian subsidiaries are also being assessed by the tax authorities
 for tax credits taken during 1995 and 1996, relating to overpayments of
the value-added tax in previous years. Such overpayments related to   
  value-added tax applied to samples, products given for free to customers
and to credit sales. These assessments amount to approximately $32,768
and $25,370 as of December 31, 1998 and 1999, respectively, and the   
Company has appealed the assessments at the administrative level. The 
Company and its legal counsel believe that in view of the legal basis 
adopted for the use of such credits, no significant liability should  
result from this issue and therefore no provision for this matter has 
been recorded in the accompanying financial statements.               

Administrative Proceedings                                            

Certain of the Brazilian subsidiaries were subject of administrative  
proceedings in the Federal Revenue Office brought by the Brazilian tax
   authorities. Issues raised by the tax authorities include whether freight
costs should be included in the Brazilian Tax on Manufactured Products
 (the IPI) and the calculation of IPI rates on various beverages. During
1997, the Taxpayers' Counsel decided unanimously in favor of the      
  Brazilian subsidiaries on this issue relating to the period January 1984
to December 1988. This judgment is no longer subject to any appeal and
  the Brazilian subsidiaries together with legal counsel believe that this
decision will be extended to the six-month period ended June 30, 1989,
which contingency amounted to approximately $3,522 and $2,633 as of   
December 31, 1998 and 1999, respectively.                             

  Because the Company believes it will ultimately not incur any liability,
   there is no reserve in the Company's financial statements with respect to
 these service fees, tax credits or administrative proceedings. However,
  each such proceeding is ongoing, and there can be no assurance as to its
   final outcome or, if such outcome is unfavorable, as to the amount of any
liability, which could be material. Due to the preliminary nature of  
these proceedings, the Company does not have adequate information     
regarding these matters to reasonably estimate the amount of the      
potential loss, if any, it may ultimately incur.                      

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(10) Contingencies (Continued)                                                  

Amazon Region                                                         

In 1998, the Brazilian subsidiaries reversed an excise tax reserve    
recorded in prior years for credits taken on purchases of concentrate 
   from the Amazon region, in the northern part of Brazil. Those credits had
been accrued for the period between February 1991 and February 1994.  
Although the Brazilian subsidiaries do not pay excise taxes on        
concentrate purchases from the Amazon region because it is a tax free 
  zone, the bottlers have claimed that they are nevertheless entitled to a
  corresponding credit against excise taxes payable upon sale of the final
products. The government disputed the claim and said a credit should  
exist only if the materials used in the production of the concentrate 
   were entirely from the tax-free region. On August 15, 1991, the Brazilian
 Coca-Cola bottlers association, of which the Brazilian subsidiaries are
members, obtained a preliminary injunction against the Brazilian tax  
 authorities permitting the bottlers to take credits against such excise
 taxes. Based on the injunction, the Brazilian subsidiaries had not been
   required to make payment of taxes in an amount equal to such credits, but
   had accrued a reserve for financial reporting purposes in the full amount
  of such credits. The injunction was lifted in May 1995 and the Brazilian
Coca-Cola bottlers association appealed the decision, which was later 
judged in its favor.                                                  

In 1998, the Brazilian subsidiaries reversed such reserve based on the
 development during 1998 of similar claims of other bottlers, which were
resolved in their favor by the highest Brazilian courts of appeals.   
During 1999, the Brazilian Coca-Cola bottlers association, including  
 our Brazilian subsidiaries, obtained final favorable decisions on their
claims which no longer can be appealed by the Government.             

The reserve for the excise tax contingency amounted to $64,103 as of  
   December 31, 1997 and the corresponding income tax credit on it, recorded
   as deferred income tax assets in the Brazilian subsidiaries balance sheet
   as of that date, amounted to $21,154. The reserve and the deferred income
  tax credit balances were not monetarily adjusted either for inflation or
for the appreciation of the U.S. dollar in comparison to the Brazilian
 currency during 1998. Therefore, the reversal of the excise tax reserve
   amounted to $60,486 and was credited to other nonrecurring income, in the
   consolidated statement of operations of 1998. Income tax credits recorded
on this reserve, amounting to $19,960, were also reversed and charged 
directly to the income tax provision in 1998.                         

Other Contingencies                                                   

   The Brazilian subsidiaries are currently claiming payments of value-added
   tax of previous years. The Company's outside legal advisors assessment of
 this matter indicates that the outcome of these lawsuits is expected to
   be favorable to the Company. The Company took credits of this tax in 1999
in the amount of $11,739. Because a decision on these claims is still 
pending, the                                                          

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(10) Contingencies (Continued)                                                  

  Company recorded a reserve for such matter in their financial statements
as of December 31, 1999.                                              

   In addition, the Company's subsidiaries are parties to other lawsuits and
administrative proceedings arising in the ordinary course of business 
involving environmental, tax, civil and labor matters, for which a    
provision of $17,547 and $23,339 have been recorded as other accrued  
 liabilities in the accompanying financial statements as of December 31,
1998 and 1999, respectively.                                          

(11) Equity incentive plan                                                      

The Board of Directors resolved to establish a Stock Option Plan for  
 Employees (with a maximum of 9,000,000 shares of Class A Common Stock).
   Under this plan, the options vest over a five-year period for the options
granted until 1996 and over a three-year period for options granted   
beginning in 1997.                                                    

  On November 17, 1993, when the previous day's closing price of the Class
   A Common Stock on the New York Stock Exchange was $17-6/11 per share, the
   Company granted the initial 800,000 options under the plan at an exercise
  price of $13.75 per share, the closing price of the Class A Common Stock
on the first day of trading on the New York Stock Exchange; therefore,
the Company recognized a compensation expense associated with such    
   options each month from 1993 to 1998. However, since the following grants
   were at an exercise price equal to the market price at the date of grant,
there is no compensation expense related to such options.             

   Under this plan, the Company has granted 6,404,700 options as of December
   31, 1999, 417,700 options had been exercised and 581,400 options had been
cancelled.                                                            

   The Company also has a Stock Option Plan for Nonemployee Directors, which
was implemented to attract and retain the services of experienced and 
knowledgeable nonemployee directors and nonemployee members of the    
advisory board of the Company. The Stock Option Plan for Nonemployee  

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(11) Equity incentive plan (Continued)                                          

Directors provides each nonemployee director and each nonemployee     
advisory board member with an option to purchase a specified number of
shares of Class A Common Stock. A total of 100,000 shares of Class A  
Common Stock is available for grants. The Stock Option Plan for       
Nonemployee Directors is administered by the Board of Directors or a  
   subcommittee thereof. The Board of Directors has the discretion to amend,
 terminate or suspend the Stock Option Plan for Nonemployee Directors at
any time. The options vest over a four-year period for the options    
 granted until 1996 and over a three-year period for the options granted
   beginning in 1997. As of December 31, 1999 the Company has granted 76,500
and all options were granted at an exercise price equal to the market 
price at the date of grant, and no options had been exercised or      
cancelled.                                                            

In October 1995, the Financial Accounting Standards Board issued      
Statement No. 123, "Accounting for Stock-Based Compensation"          
("SFAS-123"). This Statement was effective beginning in 1996. Although
   the statement encourages entities to adopt the fair value based method of
 accounting for employee stock options, the Company continues to measure
  compensation cost for those plans using the intrinsic value based method
of accounting prescribed by APB Opinion No. 25, "Accounting for Stock 
Issued to Employees". Had compensation cost for the Company's stock   
 option plans been determined based on the fair value at the grant dates
for awards under the plans consistent with the method of SFAS-123, the
   Company's net income (loss) and earnings (loss) per share would have been
reduced to the pro forma amounts indicated below:                     

                              December 31,
                                  --------------------------------------------
                                 1997           1998              1999
                                ---------      ----------        ---------
Net income (loss):                                                              

As reported                   $   173,835     $   120,322     $   (59,904)
                              ===========     ===========     ============
Pro forma                     $   170,017     $   116,305     $   (69,017)
                              ===========     ===========     ============

Net income (loss) per share:                                                    
As reported:                                                              

     Basic                   $       1.44     $      0.93     $     (0.46)
                             ============     ===========     ============
     Diluted                 $       1.43     $      0.92     $     (0.46)
                             ============     ===========     ============

Pro forma:                                                                

     Basic                   $       1.41     $      0.90     $     (0.53)
                             ============     ===========     ============
     Diluted                 $       1.39     $      0.89     $     (0.53)
                             ============     ===========     ============

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(11) Equity incentive plan (Continued)                                          

The fair value of each option grant is estimated on the date of grant 
using a Black-Scholes option-pricing model with the following         
weighted-average assumptions used for grants of both plans:           

                                  December 31,
                                      ----------------------------------------
                                        1997          1998          1999
                                      ----------------------------------------

Risk-free interest rate                     5.83%         4.55%         5.82%   
Dividend yield                              0.59%         1.59%         1.11%   
Expected volatility                        35.90%        52.60%        59.20%   
Expected option term lives                 3 years       3 years      3 years   

(12) Capital and other transactions                                             

 At the time of the signing of the agreement mentioned in Note 1, and in
connection with the acquisition of a Costa Rican franchise, Export    
  acquired additional shares of Class A and B Common Stock and 2 shares of
   a new Series C Preferred Stock of the Company. The holder of the Series C
Shares (the "Holder") is not entitled to receive any dividends with   
   respect to the Series C Stock and is only entitled to a preference on the
  liquidation, dissolution or winding up of the Company of $1.00. Pursuant
to the Certificate of Designation for the Series C Shares, the Company
has agreed with the Holder not to take certain actions without the    
approval of the Holder, including, but not limited to: (i) certain    
 consolidations, mergers and sales of substantially all of the Company's
   assets; (ii) any acquisition or sale of a business (or an equity interest
therein) if the purchase price or sales price thereof, as the case may
  be, exceeds a material amount (as defined therein); (iii) entry into any
new significant line of business or termination of any existing       
significant line of business; (iv) certain capital expenditures and   
 acquisitions and dispositions of fixed assets; (v) certain transactions
with affiliates (as defined); (vi) certain changes in the Company's   
policy with respect to dividends or distributions to shareholders and 
  (vii) certain changes to the Company's Articles or By-laws. These rights
   are subject to certain exceptions and qualifications and may be suspended
or terminated in certain circumstances.                               

Pursuant to an agreement dated as of May 9, 1997 (the "Exchange       
  Agreement"), the Company acquired all the capital stock of Embotelladora
Coca-Cola y Hit de Venezuela, S.A. ("Coca-Cola y Hit"), which, through
its subsidiaries, produces, sells and distributes Coca-Cola products  
throughout Venezuela. The purchase price for the acquisition was      
   approximately 30.6 million shares of the Company's common stock (having a
market value at such time of $902,700) and approximately $100,300 in  
cash. In addition, the Company assumed approximately $107,700 of debt 
  owed by Coca-Cola y Hit, which was repaid with a portion of the proceeds
  of the 1997 Debt Offering (as described below). In addition, pursuant to
   a shareholder agreement which the Company entered into at the time of the
 Venezuela acquisition, the Cisneros Group received certain registration
and other rights, including the right to require a subsidiary of      
 Coca-Cola to purchase by November 5, 1997 up to $20.0 million in shares
of Class A Common Stock at the then current market price and, to the  
extent not so purchased, to require the Company to purchase up to     
2,370,266 shares of Class A Common Stock (less the amount purchased by
 the subsidiary of Coca-Cola) and 179,734 shares of Class B Common Stock
  (in amounts proportionate to its holdings of each class of stock) at the
then                                                                  

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(12) Capital and other transactions (Continued)                                 

current market price for shares of Class A Common Stock (whether such 
shares are shares of Class A Common Stock or shares of Class B Common 
Stock). On August 1, 1997, the Cisneros Group exercised its rights and
   sold 621,600 shares of Class A Common Stock to a subsidiary of Coca-Cola,
and on October 27, 1997, the Cisneros Group exercised its right to    
  require the Company to purchase 1,748,666 shares of Class A Common Stock
and 179,734 shares of Class B Common Stock at a price of $36.90 per   
share.                                                                

   Total audited tangible assets and liabilities of Coca-Cola y Hit included
   in the Company's statements at the date of acquisition which includes the
consideration of the final amount of goodwill determined of $816.1    
million was as follows:                                               

Inventories                                            $  34,981      
Property, plant and equipment, net                       314,103      
Bottles and cases, net                                    97,972      
Other assets                                              72,211      
Total liabilities                                       (324,982)     
                                                  --------
                                                 $ 194,285
                                                  ========

   On July 8, 1997 the Company issued $300,000 aggregate principal amount of
  7-1/4% Senior Notes Due 2009 (the "1997 Debt Offering"). The proceeds to
  the Company, net of underwriting discount commissions and expenses, were
approximately $298,000. Substantially all of the proceeds of the 1997 
Debt Offering were applied to repay indebtedness assumed in connection
 with the Venezuela acquisition and to purchase minority interest in the
Mexican subsidiaries, and the remainder was used for general corporate
purposes.                                                             

Pursuant to an agreement dated as of August 14, 1997, the Company     
acquired all the capital stock of three Panamanian companies which own
   all the capital stock of Embotelladora Milca, S.A. ("Panamco Nicaragua"),
which produces, sells and distributes Coca-Cola products throughout   
 Nicaragua. The purchase price for the acquisition was 407,236 shares of
  the Company's common stock (valued at $13,333) and approximately $19,140
in cash. In addition, the Company assumed approximately $9,863 of debt
owed by the Nicaraguan Company and recorded $22,143 of goodwill.      

In 1997 the Company repurchased 605,112 shares at the average market  
value of $32.20 per share. In December 1997, the Company increased its
ownership in the Mexican holding subsidiary to 98% from 74% and in the
Mexicans' principal subsidiaries to 96% from 93%, paying a total of   
  $277,000 and recognizing $228,000 of goodwill for these acquisitions. As
a result, the Company now has a 95% effective interest in its Mexican 
operations. During January 1998 the Company paid all the existent     
liabilities due to the acquisition to the minority interest.          

   Pursuant to an agreement dated as of March 25, 1998, the Company acquired
all the capital stock of Embotelladora Central, S.A. ("Panamco        
  Guatemala"), which produces, sells and distributes Coca-Cola products in
Guatemala City and surrounding areas. The purchase price for the      
acquisition                                                           

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(12) Capital and other transactions (Continued)                                 

was approximately $38,801 in cash. In addition, the Company assumed   
approximately $23,499 of debt owned by Panamco Guatemala, and recorded
$45,364 of goodwill.                                                  

In 1998, the Brazilian subsidiaries acquired certain shares held by   
   minority investors in Brazil for an aggregate of $28,068, which increased
   the Company's ownership of the capital stock of such entities from 96% to
98%.                                                                  

In September 1998, the Company expanded its Brazilian presence by     
acquiring Brazilian bottler R.O.S.A. for $47,999 in cash (including   
   shares of Cervejarias Kaiser, S.A.). As part of this transaction, Panamco
  also acquired R.O.S.A.'s plastic bottle business, Supripack Industria de
Embalagens, S.A. (Supripack), for $9,900 in cash, bringing the total  
acquisition price to $57,900, for which the company entered into a    
 $70,000 financing agreement. The Company began consolidating R.O.S.A.'s
results as of September 1, 1998, and recorded $37,400 of goodwill in  
connection with this acquisition.                                     

On December 9, 1999, the Board of Directors authorized a repurchase   
shares program of its Class A Common Stock in an amount not to exceed 
$100,000 in the aggregate. The shares could be purchased in the open  
market or in privately negotiated transactions, depending on market   
conditions and other factors. The Company repurchased 368,584 shares  
amounting to $7,568 during 1999.                                      

If the Venezuela acquisition and the 1997 Debt Offering were all given
pro forma effect as if they had occurred on January 1, 1997, the      
 unaudited pro forma consolidated net sales, net income and earnings per
share for the year ended December 31, 1997 would have been as follows:

                            1997
                             ---------
                             Unaudited
                             ---------

Net sales                       $  2,633,708      
                           ===========

Net income                      $    142,526      
                          ============

Basic earnings per share        $       1.08      
                          ============

Diluted earnings per share      $       1.07      
                          ============

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(12) Capital and other transactions (Continued)                                 

As of December 31, 1999 the capital stock of the Company is as follows: 

                          Common Stock              Series C
                    --------------------------       Preferred
                   Class A         Class B         Stock
                    -----------     ----------      ----------
Authorized               500,000,000     50,000,000      50,000,000     
                    ===========     ==========      ==========

Issued                   136,662,871     11,348,991               2     

Less - Treasury           16,281,271      2,377,436               -     
                    -----------     ----------      ----------

Outstanding              120,381,600      8,971,555               2     
                    ===========     ==========      ==========
Par value per share      $      0.01     $     0.01      $     0.01     
                    ===========     ==========      ==========

In general, with the exception of voting rights and certain conversion
rights, the Class A Common Stock and the Class B Common Stock have the
 same rights and privileges. Each share of Class B Common Stock entitles
the holder to one vote on all matters as to which the shareholders are
entitled to vote. The Class A Common Stock is non-voting and does not 
entitle the holder thereof to vote, on any matter.                    

  In 1998, the Company adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" ("SFAS-130"). This statement
establishes rules for the reporting of comprehensive income and its   
   components. Comprehensive income consists of net income, foreign currency
translation adjustments and pension liability adjustments, and is     
presented in the Consolidated Statement of Shareholders' Equity. The  
 adoption of SFAS-130 had no impact on total shareholders' equity. Prior
year financial statements have been reclassified to conform to the    
SFAS-130 requirements.                                                

(13) Other income (expense), net                                                

  Other income (expense), net for the three years ended December 31, 1997,
1998 and 1999 is as follows:                                          

                                  1997            1998            1999
                                  ---------       ----------      ----------

   Provision for contingencies    $  (2,387)      $  (6,885)     $   (5,270)
   Exchange (losses) gain, net          301          (3,967)        (32,701)
Gain (loss) on sale of fixed                                          
       assets and investments        4,020           3,932           2,760
Equity in earnings of uncon-                                          
        solidated companies, net      6,569          (3,550)         (4,371)
  Capital expenditure incentives    26,780          40,791           5,115
Operating income from                                                 
       non-bottling subsidiaries     1,222             643           3,950
   Other, net                         7,528          (8,828)         (8,779)
                                   --------        ----------      ---------

                                   $ 44,033        $  22,136       $(39,296)
                                   ========        =========       =========

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(14) Segments and related information                                           

   Relevant information concerning the geographic areas in which the Company
 operates in accordance with Statement of Financial Accounting Standards
No. 131 "Disclosures about Segments of an Enterprise and Related      
Information" is as follows:                                           
                                                        1997
                                                        ----

                                                        [Enlarge/Download Table]

                                                                       Central                                
                        Brazil     Colombia     Mexico    Venezuela    America       Corporate      Total     
                      ---------   ----------  ---------   ----------  ----------   ------------  -----------  
                                                                                                              
                      $ 969,094   $ 537,987   $ 546,772   $ 349,519   $ 1 06,838   $      -      $ 2,510,210  
Net sales             ==========  ==========  ==========  ==========  ==========   ============  ===========  

Operating income      $  67,565   $  71,997   $  83,171   $  35,710   $   16,458   $   (28,980)  $   245,921  
(loss)                ==========  ==========  ==========  ==========  ==========   ============  ===========  

Interest income       $ (19,303)  $  (2,408)  $  (6,846)  $  (4,448)  $       96   $    (5,974)  $   (38,883) 
(expense) net         ==========  ==========  ==========  ==========  ==========   ============  ============ 

Depreciation and      $  47,828   $  49,305   $  22,254   $  34,606   $    8,186   $    17,313   $   179,492  
amortization          ==========  ==========  ==========   =========  ==========   ============  ===========  
                      $  52,134   $  62,922   $  52,972   $  27,832   $   12,809   $      -      $   208,669  
Capital expenditures  ==========  ==========  ==========  ==========  ==========   ============  ===========  

                      $ 444,541   $ 398,148   $ 344,289   $ 437,530   $   89,782   $ 1,150,633   $ 2,864,923  
Long-lived assets     ==========  ==========  ==========  ==========  ==========   ============  ===========  

                      $ 673,541   $ 481,776   $ 412,169   $ 527,104   $  120,089   $ 1,372,390   $ 3,587,069  
Total assets          ==========  ==========  ==========  ==========  ==========   ============  ===========  

                                                          1998                                                
                                                          ----                                                
                                                                       Central                                
                        Brazil     Colombia    Mexico     Venezuela    America       Corporate       Total    
                      ---------   ----------  ---------   ----------  ----------   ------------   ----------- 

                      $ 897,951   $ 495,812   $ 638,481   $ 550,677   $  190,355   $      -       $ 2,773,276 
Net sales             ==========  ==========  ==========  ==========  ===========  ============   =========== 

Operating income      $  10,440   $  62,528   $  95,287   $  23,322   $   22,933   $   (34,796)   $   179,714 
(loss)                ==========  ==========  ==========  ==========  ===========  ============   =========== 

Interest expense,     $ (21,717)  $  (5,328)  $  (9,984)  $  (9,801)  $   (4,292)  $   (34,213)   $  (85,335) 
net                   ==========  ==========  ==========  ==========  ===========  ============   ============

Depreciation and      $  83,612   $  58,510   $  37,132   $  65,099   $   15,039   $    29,459    $   288,851 
amortization          ==========  ==========  ==========  ==========  ===========  ============   ============

                      $  62,051   $  69,216   $  64,047   $  68,361   $   38,540   $      -       $   302,215 
Capital expenditures  ==========  ==========  ==========  ==========  ===========  ============   ============

Long-lived assets     $ 471,970   $ 437,683   $ 387,394   $ 487,878   $  137,333   $ 1,166,239    $ 3,088,497 
                      ==========  ==========  ==========  ==========  ===========  ============   ============
Total assets          $ 709,176   $ 576,191   $ 459,778   $ 589,543   $  173,320   $ 1,139,682    $ 3,647,690 
                      ==========  ==========  ==========  ==========  ===========  ============   ============

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(14) Segments and related information (Continued)                               
                                                        1999
                                                        ----

                                                        [Enlarge/Download Table]

                       Brazil     Colombia     Mexico     Venezuela    America       Corporate      Total     
                      ---------   ----------  ---------   ----------  ----------   ------------  -----------  
                                                                                                              
Net Sales             $ 500,683   $ 397,014   $ 794,812   $ 512,292   $  211,016   $      -       $ 2,415,817 
                      ==========  ==========  ==========  ==========  ===========  ============   ============
Operating income      $   2,507   $  13,090   $ 133,188   $ (20,256)  $   27,032   $   (41,110)   $   114,451 
(loss)                ==========  ==========  ==========  ==========  ===========  ============   ============

Interest expense,     $ (14,743)  $  (6,753)  $ (11,849)  $ (18,028)  $   (1,843)  $   (46,894)   $  (100,110)
net                   ==========  ==========  ==========  ==========  ===========  ============   ============

Depreciation and      $  32,763   $  59,178   $  40,356   $  71,156   $   17,990   $    29,380    $   250,823 
amortization          ==========  ==========  ==========  ==========  ===========  ============   ============

Capital expenditures  $  22,686   $  28,275   $  57,919   $  33,184   $   21,139   $       -      $   163,203 
                      ==========  ==========  ==========  ==========  ===========  ============   ============

Long-lived assets     $ 309,441   $ 445,428   $ 448,196   $ 466,846   $  133,080   $ 1,293,878    $ 3,096,869 
                      ==========  ==========  ==========  ==========  ===========  ============   ============
Total assets          $ 486,198   $ 498,005   $ 549,420   $ 556,696   $  171,174   $ 1,351,629    $ 3,613,122 
                      ==========  ==========  ==========  ==========  ===========  ============   ============

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PANAMERICAN BEVERAGES, INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(Stated in thousands of U.S. dollars, except for share data)  

(15) Valuation and qualifying accounts                                          

   The following is an analysis of the valuation and qualifying accounts for
the three years ended December 31, 1997, 1998 and 1999:               

                                                        [Enlarge/Download Table]


                                                                Additions                           
                                               -----------------------------------------            
                                   Balance at  Charged to     Charged to                  Balance at
                                    Beginning   Cost and         Other       Deductions-    End of  
          Description                of Year    Expenses       Accounts     Applications     Year   
          -----------              ----------  ----------     ----------    ------------  ----------
                                                                                                    
1997-                                                                                               

 Allowance for doubtful accounts   $   6,075      7,665          1,295           4,442    $  10,593 
 Allowance for obsolete and slow-                                                                   
    moving inventory               $     976        311          2,091           2,802    $     576 

 1998-                                                                                              

 Allowance for doubtful accounts   $  10,593      7,544          1,730            9,440   $  10,427 
 Allowance for obsolete and slow-                                                                   
    moving inventory               $     576        472          1,835            1,397   $   1,486 

 1999-                                                                                              

 Allowance for doubtful accounts   $  10,427      3,049            204            2,146   $  11,534 
 Allowance for obsolete and slow-                                                                   
 moving inventory                  $   1,486      2,664              -               86   $   4,064 


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SIGNATURES  

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant certifies that it meets all of the         
requirements for filing on Form 20-F and has duly caused this annual report to  
be signed on its behalf by the undersigned, thereunto duly authorized.          

                  PANAMERICAN BEVERAGES, INC.,
  (Registrant)

By        

         /s/ Paulo J. Sacchi
                               -----------------------------------------
             Name:   Paulo J. Sacchi
                          Title:  Senior Vice President, Chief
                                     Financial Officer and Treasurer

Date:  May 15, 2000                                                             
------------                                                      

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EXHIBIT INDEX 

Exhibit                                                               Page      
Number                Description                                               
------                -----------                                               

10.1                  Amendment No. 2 to the                                    
$300 Million Credit Agreement       

23.1                  Consent of Independent Public Accountants                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘20-F’ Filing		Date		First		Last			Other Filings
		1/11/13		31
		12/31/00		36		37			10-K
		6/30/00		65					10-Q
Filed on:		5/15/00		114					10-Q
		5/11/00		29		32
		5/10/00		68
		2/1/00		76		86
For Period End:		12/31/99		1		113			6-K
		12/9/99		66		109
		11/12/99		65		99
		9/30/99		26					6-K
		6/29/99		24		26
		3/31/99		24		26
		3/18/99		65		99
		1/29/99		24		26
		1/1/99		91
		12/31/98		24		113
		12/23/98		65
		12/22/98		99
		12/6/98		24
		9/1/98		41		109
		4/1/98		41
		3/25/98		108
		2/4/98		33
		1/11/98		31
		12/31/97		26		113
		11/13/97		74
		11/5/97		107
		10/27/97		108
		8/14/97		108
		8/1/97		108
		7/8/97		108
		5/9/97		107
		3/31/97		40		74
		1/1/97		70		109
		12/31/96		26		28
		11/2/96		19
		4/19/96		74
		1/1/96		5		102
		12/31/95		23		64
		11/1/95		3		83
		4/7/95		74
		11/30/94		23		26
		9/28/94		23
		6/27/94		26
		3/23/94		23
		2/2/94		24
		12/5/93		24
		11/17/93		105
		9/21/93		32
		4/20/93		31
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