20-F
Table of Contents

As filed with the Securities and Exchange Commission on April 21, 2015

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

Commission file number 001-35934

Fomento Económico Mexicano, S.A.B. de C.V.

(Exact name of registrant as specified in its charter)

Mexican Economic Development, Inc.

(Translation of registrant’s name into English)

United Mexican States

(Jurisdiction of incorporation or organization)

General Anaya No. 601 Pte.

Colonia Bella Vista

Monterrey, NL 64410 Mexico

(Address of principal executive offices)

 

 

Juan F. Fonseca

General Anaya No. 601 Pte.

Colonia Bella Vista

Monterrey, NL 64410 Mexico

(52-818) 328-6167

investor@femsa.com.mx

(Name, telephone, e-mail and/or facsimile number and

address of company contact person)

 

 

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

 

Title of each class:

       

Name of each exchange on which registered:

American Depositary Shares, each representing 10 BD Units, and each BD Unit consisting of one Series B Share, two Series D-B Shares and two Series D-L Shares, without par value      New York Stock Exchange
2.875% Senior Notes due 2023      New York Stock Exchange
4.375% Senior Notes due 2043      New York Stock Exchange

 


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

None

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

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

2,161,177,770

   BD Units, each consisting of one Series B Share, two Series D-B Shares and two Series D-L Shares, without par value. The BD Units represent a total of 2,161,177,770 Series B Shares, 4,322,355,540 Series D-B Shares and 4,322,355,540 Series D-L Shares.

1,417,048,500

   B Units, each consisting of five Series B Shares without par value. The B Units represent a total of 7,085,242,500 Series B Shares.

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

 

x  Yes

   ¨  No

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

 

¨  Yes

   x  No

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

 

¨  Yes

   ¨  No

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

 

x  Yes

   ¨  No

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

 

Large Accelerated filer  x

   Accelerated filer  ¨    Non-accelerated filer  ¨

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

 

U.S. GAAP  ¨

   IFRS  x    Other  ¨

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

 

¨ Item 17

   ¨ Item 18

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

 

¨  Yes

   x  No

 

 

 


Table of Contents
INTRODUCTION      1   
   References      1   
   Currency Translations and Estimates      1   
   Forward-Looking Information      1   
ITEMS 1.- 2.    NOT APPLICABLE      2   
ITEM 3.    KEY INFORMATION      2   
   Selected Consolidated Financial Data      2   
   Dividends      4   
   Exchange Rate Information      6   
   Risk Factors      7   
ITEM 4.    INFORMATION ON THE COMPANY      18   
   The Company      18   
   Overview      18   
   Corporate Background      18   
   Ownership Structure      21   
   Significant Subsidiaries      22   
   Business Strategy      22   
   Coca-Cola FEMSA      23   
   FEMSA Comercio      41   
   Equity Investment in the Heineken Group      46   
   Other Business      46   
   Description of Property, Plant and Equipment      46   
   Insurance      48   
   Capital Expenditures and Divestitures      48   
   Regulatory Matters      49   
ITEM 4A.    UNRESOLVED STAFF COMMENTS      58   
ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS      58   
   Overview of Events, Trends and Uncertainties      58   
   Recent Developments      59   
   Operating Leverage      60   
   Critical Accounting Judgments and Estimates      60   
   Future Impact of Recently Issued Accounting Standards not yet in Effect      64   
   Operating Results      65   
   Liquidity and Capital Resources      72   
ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES      79   
   Directors      79   
   Senior Management      86   
   Compensation of Directors and Senior Management      89   
   EVA Stock Incentive Plan      89   

 

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   Insurance Policies      90   
   Ownership by Management      90   
   Board Practices      91   
   Employees      92   
ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS      93   
   Major Shareholders      93   
   Related-Party Transactions      94   
   Voting Trust      94   
   Interest of Management in Certain Transactions      94   
   Business Transactions between FEMSA, Coca-Cola FEMSA and The Coca-Cola Company      96   
ITEM 8.    FINANCIAL INFORMATION      97   
   Consolidated Financial Statements      97   
   Dividend Policy      97   
   Legal Proceedings      97   
   Significant Changes      98   
ITEM 9.    THE OFFER AND LISTING      98   
   Description of Securities      98   
   Trading Markets      99   
   Trading on the Mexican Stock Exchange      99   
   Price History      100   
ITEM 10.    ADDITIONAL INFORMATION      102   
   Bylaws      102   
   Taxation      109   
   Material Contracts      111   
   Documents on Display      118   
ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      118   
   Interest Rate Risk      118   
   Foreign Currency Exchange Rate Risk      121   
   Equity Risk      124   
   Commodity Price Risk      124   
ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES      124   
ITEM 12A.    DEBT SECURITIES      124   
ITEM 12B.    WARRANTS AND RIGHTS      124   
ITEM 12C.    OTHER SECURITIES      124   
ITEM 12D.    AMERICAN DEPOSITARY SHARES      124   
ITEM 13.- 14.    NOT APPLICABLE      125   
ITEM 15.    CONTROLS AND PROCEDURES      125   
ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERT      127   
ITEM 16B.    CODE OF ETHICS      127   

 

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ITEM 16C.    PRINCIPAL ACCOUNTANT FEES AND SERVICES      128   
ITEM 16D.    NOT APPLICABLE      129   
ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS      129   
ITEM 16F.    NOT APPLICABLE      129   
ITEM 16G.    CORPORATE GOVERNANCE      129   
ITEM 16H.    NOT APPLICABLE      131   
ITEM 17.    NOT APPLICABLE      131   
ITEM 18.    FINANCIAL STATEMENTS      131   
ITEM 19.    EXHIBITS      132   

 

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INTRODUCTION

This annual report contains information materially consistent with the information presented in the audited consolidated financial statements and is free of material misstatements of fact that are not material inconsistencies with the information in the audited consolidated financial statements.

References

The terms “FEMSA,” “our company,” “we,” “us” and “our,” are used in this annual report to refer to Fomento Económico Mexicano, S.A.B. de C.V. and, except where the context otherwise requires, its subsidiaries on a consolidated basis. We refer to our subsidiary Coca-Cola FEMSA, S.A.B. de C.V., as “Coca-Cola FEMSA,” our subsidiary FEMSA Comercio, S.A. de C.V., as “FEMSA Comercio,” and our subsidiary CB Equity LLP, as “CB Equity.”

The term “S.A.B.” stands for sociedad anónima bursátil, which is the term used in the United Mexican States, or Mexico, to denominate a publicly traded company under the Mexican Securities Market Law (Ley del Mercado de Valores), which we refer to as the Mexican Securities Law.

References to “U.S. dollars,” “US$,” “dollars” or “$” are to the lawful currency of the United States of America (which we refer to as the United States). References to “Mexican pesos,” “pesos” or “Ps.” are to the lawful currency of Mexico. References to “euros” or “€” are to the lawful currency of the European Economic and Monetary Union (which we refer to as the Euro Zone).

Currency Translations and Estimates

This annual report contains translations of certain Mexican peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Mexican peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, such U.S. dollar amounts have been translated from Mexican pesos at an exchange rate of Ps. 14.7500 to US$ 1.00, the noon buying rate for Mexican pesos on December 31, 2014, as published by the U.S. Federal Reserve Board in its H.10 Weekly Release of Foreign Exchange Rates. On April 17, 2015, this exchange rate was Ps. 15.3190 to US$ 1.00. See “Item 3. Key Information—Exchange Rate Information” for information regarding exchange rates since 2010.

To the extent estimates are contained in this annual report, we believe that such estimates, which are based on internal data, are reliable. Amounts in this annual report are rounded, and the totals may therefore not precisely equal the sum of the numbers presented.

Per capita growth rates and population data have been computed based upon statistics prepared by the Instituto Nacional de Estadística, Geografía e Informática of Mexico (National Institute of Statistics, Geography and Information, which we refer to as INEGI), the U.S. Federal Reserve Board and Banco de México (Bank of Mexico), local entities in each country and upon our estimates.

Forward-Looking Information

This annual report contains words, such as “believe,” “expect” and “anticipate” and similar expressions that identify forward-looking statements. Use of these words reflects our views about future events and financial performance. Actual results could differ materially from those projected in these forward-looking statements as a result of various factors that may be beyond our control, including but not limited to effects on our company from changes in our relationship with or among our affiliated companies, movements in the prices of raw materials, competition, significant developments in Mexico and the other countries in which we operate, our ability to successfully integrate mergers and acquisitions we have completed in recent years, international economic or political conditions or changes in our regulatory environment. Accordingly, we caution readers not to place undue reliance on these forward-looking statements. In any event, these statements speak only as of their respective dates, and we undertake no obligation to update or revise any of them, whether as a result of new information, future events or otherwise.

 

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ITEMS 1-2. NOT APPLICABLE

ITEM 3.       KEY INFORMATION

Selected Consolidated Financial Data

This annual report includes (under Item 18) our audited consolidated statements of financial position as of December 31, 2014 and 2013, and the related consolidated income statements, consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2014, 2013 and 2012. Our audited consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Our date of transition to IFRS was January 1, 2011.

Pursuant to IFRS, the information presented in this annual report presents financial information for 2014, 2013, 2012 and 2011 in nominal terms in Mexican pesos, taking into account local inflation of any hyperinflationary economic environment and converting from local currency to Mexican pesos using the official exchange rate at the end of the period published by the local central bank of each country categorized as a hyperinflationary economic environment (for this annual report, only Venezuela). Furthermore, for our Venezuelan entities we were able to convert local currency using one of the three legal exchange rates in that country. For further information, see Notes 3.3 and 3.4 to our audited consolidated financial statements. For each non-hyperinflationary economic environment, local currency is converted to Mexican pesos using the year-end exchange rate for assets and liabilities, the historical exchange rate for equity and the average exchange rate for the income statement. See Note 3.3 to our audited consolidated financial statements.

Our non-Mexican subsidiaries maintain their accounting records in the currency and in accordance with accounting principles generally accepted in the country where they are located. For presentation in our consolidated financial statements, we adjust these accounting records into IFRS and report in Mexican pesos under these standards.

Except when specifically indicated, information in this annual report on Form 20-F is presented as of December 31, 2014 and does not give effect to any transaction, financial or otherwise, subsequent to that date.

 

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The following table presents selected financial information of our company. This information should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements, including the notes thereto. The selected financial information contained herein is presented on a consolidated basis, and is not necessarily indicative of our financial position or results at or for any future date or period; see Note 3 to our audited consolidated financial statements for our significant accounting policies.

 

     Year Ended December 31,  
     2014(1)     2014(8)     2013(2)     2012(3)     2011(4)  
     (in millions of Mexican pesos or millions of
U.S. dollars, except percentages and share and per share data)
 

Income Statement Data:

          

IFRS

          

Total revenues

   US$ 17,861        Ps. 263,449        Ps. 258,097        Ps. 238,309        Ps. 201,540   

Gross Profit

     7,469        110,171        109,654        101,300        84,296   

Income before Income Taxes and Share of the Profit of Associates and Joint Ventures Accounted for Using the Equity Method

     1,610        23,744        25,080        27,530        23,552   

Income taxes

     424        6,253        7,756        7,949        7,618   

Consolidated net income

     1,534        22,630        22,155        28,051        20,901   

Controlling interest net income

     1,132        16,701        15,922        20,707        15,332   

Non-controlling interest net income

     402        5,929        6,233        7,344        5,569   

Basic controlling interest net income:

          

Per Series B Share

     0.06        0.83        0.79        1.03        0.77   

Per Series D Share

     0.07        1.04        1.00        1.30        0.96   

Diluted controlling interest net income:

          

Per Series B Share

     0.06        0.83        0.79        1.03        0.76   

Per Series D Share

     0.07        1.04        0.99        1.29        0.96   

Weighted average number of shares outstanding (in millions):

          

Series B Shares

     9,246.4        9,246.4        9,246.4        9,246.4        9,246.4   

Series D Shares

     8,644.7        8,644.7        8,644.7        8,644.7        8,644.7   

Allocation of earnings:

          

Series B Shares

     46.11     46.11     46.11     46.11     46.11

Series D Shares

     53.89     53.89     53.89     53.89     53.89

Financial Position Data:

          

IFRS

          

Total assets

   US$ 25,503        Ps. 376,173        Ps. 359,192        Ps. 295,942        Ps. 263,362   

Current liabilities

     3,343        49,319        48,869        48,516        39,325   

Long-term debt(5)

     5,623        82,935        72,921        28,640        23,819   

Other long-term liabilities

     936        13,797        14,852        8,625        8,047   

Capital stock

     227        3,347        3,346        3,346        3,345   

Total equity

     15,601        230,122        222,550        210,161        192,171   

Controlling interest

     11,557        170,473        159,392        155,259        144,222   

Non-controlling interest

     4,044        59,649        63,158        54,902        47,949   

Other Information

          

IFRS

          

Depreciation

   US$ 612        Ps. 9,029        Ps. 8,805        Ps. 7,175        Ps. 5,694   

Capital expenditures(6)

     1,231        18,163        17,882        15,560        12,666   

Gross margin(7)

     42     42     42     43     42

 

(*)

We have not included selected consolidated financial data as of and for the year ended December 31, 2010, as we began presenting our financial statements in accordance with IFRS for the fiscal year ending December 31, 2012, with an official IFRS “adoption date” of January 1, 2012 and a “transition date” to IFRS of January 1, 2011. Based on such adoption and transition dates, we were not required to

 

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  prepare financial statements in accordance with IFRS as of and for the year ended December 31, 2010 and therefore are unable to present selected financial data in accordance with IFRS for this date and period without unreasonable effort and expense.

 

(1) Translation to U.S. dollar amounts at an exchange rate of Ps. 14.7500 to US$ 1.00 solely for the convenience of the reader.

 

(2) Includes results of Coca-Cola FEMSA Philippines, Inc., or CCFPI (formerly Coca-Cola Bottlers Philippines, Inc.), from February 2013 using the equity method, Grupo Yoli, S.A. de C.V. “Group Yoli” from June 2013, Companhia Fluminense de Refrigerantes from September 2013, Spaipa S.A. Industria Brasileira de Bebidas (“Spaipa”) from November 2013 and other business acquisitions. See “Item 4—Information on the Company—The Company—Corporate Background,” Note 10 and Note 4 to our audited consolidated financial statements.

 

(3) Includes results of Grupo Fomento Queretano, S.A.P.I. de C.V. “Grupo Fomento Queretano” from May 2012. See “Item 4—Information on the Company—The Company—Corporate Background,” and Note 4 to our audited consolidated financial statements.

 

(4) Includes results of Administradora de Acciones del Noreste, S.A.P.I. de C.V. “Grupo Tampico” from October 2011 and from Corporación de los Angeles, S.A. de C.V. “Grupo CIMSA” from December 2011. See “Item 4—Information on the Company—The Company—Corporate Background”.

 

(5) Includes long-term debt minus the current portion of long-term debt.

 

(6) Includes investments in property, plant and equipment, intangible and other assets, net of cost of long lived assets sold, and write-off.

 

(7) Gross margin is calculated by dividing gross profit by total revenues.

 

(8) The exchange rate used to translate our operations in Venezuela as of and for the year ended December 31, 2014 was the SICAD II rate of 49.99 bolivars to US$ 1.00, compared to the official rate of 6.3 bolivars to US$ 1.00 that was used for 2013. See “Item 5—Operating and Financial Review and Prospects—Recent Developments”.

Dividends

We have historically paid dividends per BD Unit (including in the form of American Depositary Shares, or ADSs) approximately equal to or greater than 1% of the market price on the date of declaration, subject to changes in our results and financial position, including due to extraordinary economic events and to the factors described in “Item 3. Key Information—Risk Factors” that affect our financial condition and liquidity. These factors may affect whether or not dividends are declared and the amount of such dividends. We do not expect to be subject to any contractual restrictions on our ability to pay dividends, although our subsidiaries may be subject to such restrictions. Because we are a holding company with no significant operations of our own, we will have distributable profits and cash to pay dividends only to the extent that we receive dividends from our subsidiaries. Accordingly, we cannot assure you that we will pay dividends or as to the amount of any dividends.

The following table sets forth for each year the nominal amount of dividends per share that we declared in Mexican peso and U.S. dollar amounts and their respective payment dates for the 2010 to 2014 fiscal years:

 

Date Dividend Paid

   Fiscal Year
with Respect to which
Dividend
was Declared
     Aggregate
Amount
of Dividend
Declared
     Per Series B
Share Dividend
     Per Series B
Share Dividend(7)
     Per Series D
Share Dividend
     Per Series D
Share Dividend(7)
 

May 4, 2010 and November 3, 2010(1)

     2009         Ps. 2,600,000,000         Ps. 0.1296       $ 0.0105         Ps. 0.1621       $ 0.0132   

May 4, 2010

           Ps. 0.0648       $ 0.0053         Ps. 0.0810       $ 0.0066   

November 3, 2010

           Ps. 0.0648       $ 0.0053         Ps. 0.0810       $ 0.0066   

May 4, 2011 and November 2, 2011(2)

     2010         Ps. 4,600,000,000         Ps. 0.2294       $ 0.0199         Ps. 0.28675       $ 0.0249   

May 4, 2011

           Ps. 0.1147       $ 0.0099         Ps. 0.14338       $ 0.0124   

November 2, 2011

           Ps. 0.1147       $ 0.0085         Ps. 0.14338       $ 0.0106   

May 3, 2012 and November 6, 2012(3)

     2011         Ps. 6,200,000,000         Ps. 0.3092       $ 0.0231         Ps. 0.3865       $ 0.0288   

May 3, 2012

           Ps. 0.1546       $ 0.0119         Ps. 0.1932       $ 0.0149   

November 6, 2012

           Ps. 0.1546       $ 0.0119         Ps. 0.1932       $ 0.0149   

May 7, 2013 and November 7, 2013(4)

     2012         Ps. 6,684,103,000         Ps. 0.3333       $ 0.0264         Ps. 0.4166       $ 0.0330   

May 7, 2013

           Ps. 0.1666       $ 0.0138         Ps. 0.2083       $ 0.0173   

November 7, 2013

           Ps. 0.1666       $ 0.0126         Ps. 0.2083       $ 0.0158   

December 18, 2013(5)

     2012         Ps. 6,684,103,000         Ps. 0.3333       $ 0.0257         Ps. 0.4166       $ 0.0321   

May 7, 2015 and November 5, 2015(6)

     2014         Ps. 7,350,000,000         Ps. 0.3665       $ N/A         Ps. 0.4581       $ N/A   

May 7, 2015

           Ps. 0.1833       $ N/A         Ps. 0.2291       $ N/A   

November 5, 2015

           Ps. 0.1833       $ N/A         Ps. 0.2291       $ N/A   

 

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(1) The dividend payment for 2009 was divided into two equal payments in Mexican pesos. The first payment was payable on May 4, 2010, with a record date of May 3, 2010, and the second payment was payable on November 3, 2010, with a record date of November 2, 2010.

 

(2) The dividend payment for 2010 was divided into two equal payments in Mexican pesos. The first payment was payable on May 4, 2011, with a record date of May 3, 2011, and the second payment was payable on November 2, 2011, with a record date of November 1, 2011.

 

(3) The dividend payment for 2011 was divided into two equal payments in Mexican pesos. The first payment was payable on May 3, 2012 with a record date of May 2, 2012, and the second payment was payable on November 6, 2012 with a record date of November 5, 2012.

 

(4) The dividend payment for 2012 was divided into two equal payments in Mexican pesos. The first payment was payable on May 7, 2013 with a record date of May 6, 2013, and the second payment was payable on November 7, 2013 with a record date of November 6, 2013.

 

(5) The dividend payment declared in December 2013 was payable on December 18, 2013 with a record date of December 17, 2013.

 

(6) The dividend payment for 2014 will be divided into two equal payments. The first payment will become payable on May 7, 2015 with a record date of May 6, 2015, and the second payment will become payable on November 5, 2015 with a record date of November 4, 2015. The dividend payment for 2014 will be derived from the balance of the net tax profit account for the fiscal year ended December 31, 2013. See “Item 4. Information on the Company—Regulatory Matters—Mexican Tax Reform”.

 

(7) Translations to U.S. dollars are based on the exchange rates on the dates the payments were made.

At the annual ordinary general shareholders meeting, or AGM, the board of directors submits the financial statements of our company for the previous fiscal year, together with a report thereon by the board of directors. Once the holders of Series B Shares have approved the financial statements, they determine the allocation of our net profits for the preceding year. Mexican law requires the allocation of at least 5% of net profits to a legal reserve, which is not subsequently available for distribution, until the amount of the legal reserve equals 20% of our paid in capital stock. As of the date of this report, the legal reserve of our company is fully constituted. Thereafter, the holders of Series B Shares may determine and allocate a certain percentage of net profits to any general or special reserve, including a reserve for open-market purchases of our shares. The remainder of net profits is available for distribution in the form of dividends to our shareholders. Dividends may only be paid if net profits are sufficient to offset losses from prior fiscal years.

Our bylaws provide that dividends will be allocated among the outstanding and fully paid shares at the time a dividend is declared in such manner that each Series D-B Share and Series D-L Share receives 125% of the dividend distributed in respect of each Series B Share. Holders of Series D-B Shares and Series D-L Shares are entitled to this dividend premium in connection with all dividends paid by us other than payments in connection with the liquidation of our company.

Subject to certain exceptions contained in the deposit agreement dated May 11, 2007, among FEMSA, The Bank of New York Mellon (formerly The Bank of New York), as ADS depositary, and holders and beneficial owners from time to time of our ADSs, evidenced by American Depositary Receipts, or ADRs, any dividends distributed to holders of our ADSs will be paid to the ADS depositary in Mexican pesos and will be converted by the ADS depositary into U.S. dollars. As a result, restrictions on conversion of Mexican pesos into foreign currencies may affect the ability of holders of our ADSs to receive U.S. dollars, and exchange rate fluctuations may affect the U.S. dollar amount actually received by holders of our ADSs.

 

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Exchange Rate Information

The following table sets forth, for the periods indicated, the high, low, average and year-end noon exchange rate, expressed in Mexican pesos per U.S. dollar, as published by the U.S. Federal Reserve Board in its H.10 Weekly Release of Foreign Exchange Rates. The rates have not been restated in constant currency units and therefore represent nominal historical figures.

 

Year ended December 31,

   Exchange Rate  
      High      Low      Average(1)      Year End  

2010

     13.19         12.16         12.64         12.38   

2011

     14.25         11.51         12.46         13.95   

2012

     14.37         12.63         13.14         12.96   

2013

     13.43         11.98         12.86         13.10   

2014

     14.79         12.84         13.37         14.75   

 

(1) Average month-end rates.

 

     Exchange Rate  
     High      Low      Period End  

2013:

        

First Quarter

     Ps.12.88         Ps.12.32         Ps.12.32   

Second Quarter

     13.41         11.98         12.99   

Third Quarter

     13.43         12.50         13.16   

Fourth Quarter

     13.25         12.77         13.10   

2014:

        

First Quarter

     Ps.13.51         Ps.13.00         Ps.13.06   

Second Quarter

     13.14         12.85         12.97   

Third Quarter

     13.48         12.93         13.43   

Fourth Quarter

     14.79         13.39         14.75   

October

     13.57         13.39         13.48   

November

     13.92         13.54         13.92   

December

     14.79         13.94         14.75   

2015:

        

January

     Ps.15.01         Ps.14.56         Ps.15.01   

February

     15.10         14.75         14.94   

March

     15.58         14.93         15.25   

First Quarter

     15.58         14.56         15.25   

 

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RISK FACTORS

Risks Related to Our Company

Coca-Cola FEMSA

Coca-Cola FEMSA’s business depends on its relationship with The Coca-Cola Company, and changes in this relationship may adversely affect its results and financial condition.

Substantially all of Coca-Cola FEMSA’s sales are derived from sales of Coca-Cola trademark beverages. Coca-Cola FEMSA produces, markets, sells and distributes Coca-Cola trademark beverages through standard bottler agreements in certain territories in the countries in which it operates. See “Item 4. Information on the Company—Coca-Cola FEMSA—Coca-Cola FEMSA’s Territories.” Through its rights under Coca-Cola FEMSA’s bottler agreements and as a large shareholder, The Coca-Cola Company has the right to participate in the process for making certain decisions related to Coca-Cola FEMSA’s business.

The Coca-Cola Company may unilaterally set the price for its concentrate. In addition, under Coca-Cola FEMSA’s bottler agreements, it is prohibited from bottling or distributing any other beverages without The Coca-Cola Company’s authorization or consent, and may not transfer control of the bottler rights of any of its territories without prior consent from The Coca-Cola Company.

The Coca-Cola Company also makes significant contributions to Coca-Cola FEMSA’s marketing expenses, although it is not required to contribute a particular amount. Accordingly, The Coca-Cola Company may discontinue or reduce such contributions at any time.

Coca-Cola FEMSA depends on The Coca-Cola Company to continue with its bottler agreements. All of Coca-Cola FEMSA’s bottler agreements are automatically renewable for ten-year terms, subject to the right of either party to give prior notice that it does not wish to renew the applicable agreement. In addition, these agreements generally may be terminated in the case of material breach. See “Item 10. Additional Information—Material Contracts—Material Contracts Relating to Coca-Cola FEMSA—Bottler Agreements.” Termination would prevent Coca-Cola FEMSA from selling Coca-Cola trademark beverages in the affected territory and would have an adverse effect on Coca-Cola FEMSA’s business, financial condition, results and prospects.

The Coca-Cola Company has substantial influence on the conduct of Coca-Cola FEMSA’s business, which may result in Coca-Cola FEMSA taking actions contrary to the interests of its remaining shareholders.

The Coca-Cola Company has substantial influence on the conduct of Coca-Cola FEMSA’s business. As of April 17, 2015, The Coca-Cola Company indirectly owned 28.1% of Coca-Cola FEMSA’s outstanding capital stock, representing 37.0% of Coca-Cola FEMSA’s shares with full voting rights. The Coca-Cola Company is entitled to appoint five of Coca-Cola FEMSA’s maximum of 21 directors and the vote of at least two of them is required to approve certain actions by Coca-Cola FEMSA’s board of directors. As of April 17, 2015, we indirectly owned 47.9% of Coca-Cola FEMSA’s outstanding capital stock, representing 63.0% of Coca-Cola FEMSA’s capital stock with full voting rights. We are entitled to appoint 13 of Coca-Cola FEMSA’s maximum of 21 directors and all of its executive officers. We and The Coca-Cola Company together, or only we in certain circumstances, have the power to determine the outcome of all actions requiring the approval of Coca-Cola FEMSA’s board of directors, and we and The Coca-Cola Company together, or only we in certain circumstances, have the power to determine the outcome of all actions requiring the approval of Coca-Cola FEMSA’s shareholders. See “Item 10. Additional Information—Material Contracts—Material Contracts Relating to Coca-Cola FEMSA—Shareholders Agreement.” The interests of The Coca-Cola Company may be different from the interests of Coca-Cola FEMSA’s remaining shareholders, which may result in Coca-Cola FEMSA taking actions contrary to the interests of its remaining shareholders.

 

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Changes in consumer preference and public concern about health related issues could reduce demand for some of Coca-Cola FEMSA’s products.

The non-alcoholic beverage industry is evolving as a result of, among other things, changes in consumer preferences and regulatory actions. There have been different plans and actions adopted in recent years by governmental authorities in some of the countries where Coca-Cola FEMSA operates that have resulted in increased taxes or the imposition of new taxes on the sale of beverages containing certain sweeteners, and other regulatory measures, such as restrictions on advertising for some of Coca-Cola FEMSA’s products. Moreover, researchers, health advocates and dietary guidelines are encouraging consumers to reduce their consumption of certain types of beverages sweetened with sugar and High Fructose Corn Syrup, or HFCS. In addition, concerns over the environmental impact of plastic may reduce the consumption of Coca-Cola FEMSA’s products sold in plastic bottles or result in additional taxes that would adversely affect consumer demand. Increasing public concern about these issues, possible new or increased taxes, regulatory measures and governmental regulations could reduce demand for some of Coca-Cola FEMSA’s products which would adversely affect its results.

Competition could adversely affect Coca-Cola FEMSA’s financial performance.

The beverage industry in the territories in which Coca-Cola FEMSA operates is highly competitive. Coca-Cola FEMSA faces competition from other bottlers of sparkling beverages, such as Pepsi products, and from producers of low cost beverages or “B brands.” Coca-Cola FEMSA also competes in beverage categories other than sparkling beverages, such as water, juice-based beverages, teas, sport drinks and value-added dairy products. Although competitive conditions are different in each of its territories, Coca-Cola FEMSA competes principally in terms of price, packaging, consumer sales promotions, customer service and product innovation. See “Item 4. Information on the Company—Coca-Cola FEMSA—Competition.” There can be no assurances that Coca-Cola FEMSA will be able to avoid lower pricing as a result of competitive pressure. Lower pricing, changes made in response to competition and changes in consumer preferences may have an adverse effect on Coca-Cola FEMSA’s financial performance.

Water shortages or any failure to maintain existing concessions could adversely affect Coca-Cola FEMSA’s business.

Water is an essential component of all of Coca-Cola FEMSA’s products. Coca-Cola FEMSA obtains water from various sources in its territories, including springs, wells, rivers and municipal and state water companies pursuant to either concessions granted by governments in its various territories or pursuant to contracts.

Coca-Cola FEMSA obtains the vast majority of the water used in its production from municipal utility companies and pursuant to concessions to use wells, which are generally granted based on studies of the existing and projected groundwater supply. Coca-Cola FEMSA’s existing water concessions or contracts to obtain water may be terminated by governmental authorities under certain circumstances and their renewal depends on receiving necessary authorizations from local and/or federal water authorities. See “Item 4. Information on the Company—Regulatory Matters—Water Supply.” In some of its other territories, Coca-Cola FEMSA’s existing water supply may not be sufficient to meet its future production needs, and the available water supply may be adversely affected by shortages or changes in governmental regulations and environmental changes.

Water supply in the São Paulo region has been recently affected by low rainfall, which has affected the main water reservoir that serves the greater São Paulo area (Cantareira). Although Coca-Cola FEMSA’s Jundiaí plant does not obtain water from this water reservoir, water shortages or changes in governmental regulations aimed at rationalizing water in the region could affect Coca-Cola FEMSA’s water supply in its Jundiaí plant.

We cannot assure you that water will be available in sufficient quantities to meet Coca-Cola FEMSA’s future production needs or will prove sufficient to meet its water supply needs.

 

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Increases in the prices of raw materials would increase Coca-Cola FEMSA’s cost of goods sold and may adversely affect its results.

In addition to water, Coca-Cola FEMSA’s most significant raw materials are (1) concentrate, which it acquires from affiliates of The Coca-Cola Company, (2) sweeteners and (3) packaging materials. Prices for Coca-Cola trademark beverages concentrate are determined by The Coca-Cola Company as a percentage of the weighted average retail price in local currency, net of applicable taxes. The Coca-Cola Company has unilaterally increased concentrate prices in the past and may do so again in the future. We cannot assure you that The Coca-Cola Company will not increase the price of the concentrate for Coca-Cola trademark beverages or change the manner in which such price will be calculated in the future. Coca-Cola FEMSA may not be successful in negotiating or implementing measures to mitigate the negative effect this may have in the pricing of its products or its results. The prices for Coca-Cola FEMSA’s remaining raw materials are driven by market prices and local availability, the imposition of import duties and restrictions and fluctuations in exchange rates. Coca-Cola FEMSA is also required to meet all of its supply needs from suppliers approved by The Coca-Cola Company, which may limit the number of suppliers available to it. Coca-Cola FEMSA’s sales prices are denominated in the local currency in each country in which it operates, while the prices of certain materials, including those used in the bottling of its products, mainly resin, preforms to make plastic bottles, finished plastic bottles, aluminum cans and HFCS, are paid in or determined with reference to the U.S. dollar, and therefore may increase if the U.S. dollar appreciates against the currency of the countries in which Coca-Cola FEMSA operates. We cannot anticipate whether the U.S. dollar will appreciate or depreciate with respect to such currencies in the future. See “Item 4. Information on the Company—Coca-Cola FEMSA—Raw Materials.”

Coca-Cola FEMSA’s most significant packaging raw material costs arise from the purchase of resin and plastic preforms to make plastic bottles and from the purchase of finished plastic bottles, the prices of which are related to crude oil prices and global resin supply. The average prices that Coca-Cola FEMSA paid for resin and plastic preforms in U.S. dollars in 2014, as compared to 2013 were lower in Mexico, Central America, Colombia and Argentina, remained flat in Venezuela and were higher in Brazil. We cannot assure you that prices will not increase in future periods. During 2014, average sweetener prices in Mexico, Brazil and Argentina were lower as compared to 2013, remained flat in Colombia and Nicaragua and were higher in Venezuela, Costa Rica and Panama. From 2010 through 2014, international sugar prices were volatile due to various factors, including shifting demands, availability and climate issues affecting production and distribution. In all of the countries in which Coca-Cola FEMSA operates, other than Brazil, sugar prices are subject to local regulations and other barriers to market entry that cause Coca-Cola FEMSA to pay in excess of international market prices. See “Item 4. Information on the Company—Coca-Cola FEMSA—Raw Materials.” We cannot assure you that Coca-Cola FEMSA’s raw material prices will not further increase in the future. Increases in the prices of raw materials would increase Coca-Cola FEMSA’s cost of goods sold and adversely affect its financial performance.

Taxes could adversely affect Coca-Cola FEMSA’s business.

The countries in which Coca-Cola FEMSA operates may adopt new tax laws or modify existing tax laws to increase taxes applicable to Coca-Cola FEMSA’s business or products. Coca-Cola FEMSA’s products are subject to certain taxes in many of the countries in which it operates, such as certain countries in Central America, Mexico, Brazil, Venezuela and Argentina, which impose taxes on sparkling beverages. See “Item 4. Information on the Company—Regulatory Matters—Taxation of Beverages.” The imposition of new taxes or increases in existing taxes, or changes in the interpretation of tax laws and regulation by tax authorities, may have a material adverse effect on Coca-Cola FEMSA’s business, financial condition, prospects and results.

Tax legislation in some of the countries in which Coca-Cola FEMSA operates have recently been subject to major changes. See “Item 4. Information on the Company—Regulatory Matters—Mexican Tax Reform” and Item 4. Information on the Company—Regulatory Matters—Other Recent Tax Reforms.” We cannot assure you that these reforms or other reforms adopted by governments in the countries in which Coca-Cola FEMSA operates will not have a material adverse effect on its business, financial condition and results of operation.

 

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Regulatory developments may adversely affect Coca-Cola FEMSA’s business.

Coca-Cola FEMSA is subject to regulation in each of the territories in which it operates. The principal areas in which Coca-Cola FEMSA is subject to regulation are water, environment, labor, taxation, health and antitrust. Regulation can also affect Coca-Cola FEMSA’s ability to set prices for its products. See “Item 4. Information on the Company—Regulatory Matters.” The adoption of new laws or regulations or a stricter interpretation or enforcement thereof in the countries in which Coca-Cola FEMSA operates may increase its operating costs or impose restrictions on its operations which, in turn, may adversely affect Coca-Cola FEMSA’s financial condition, business and results. In particular, environmental standards are becoming more stringent in several of the countries in which Coca-Cola FEMSA operates, and Coca-Cola FEMSA is in the process of complying with these standards; however we cannot assure you that in any event Coca-Cola FEMSA will be able to meet any timelines for compliance established by the relevant regulatory authorities. See “Item 4. Information on the Company—Regulatory Matters—Environmental Matters.” Further changes in current regulations may result in an increase in compliance costs, which may have an adverse effect on Coca-Cola FEMSA’s future results or financial condition.

Voluntary price restraints or statutory price controls have been imposed historically in several of the countries in which Coca-Cola FEMSA operates. Currently, there are no price controls on Coca-Cola FEMSA’s products in any of the territories in which it has operations, except for those in Argentina, where authorities directly supervise five of Coca-Cola FEMSA’s products sold through supermarkets as a measure to control inflation, and Venezuela, where the government has imposed price controls on certain of Coca-Cola FEMSA’s products, including bottled water, and has recently imposed a limit on profits earned on the sale of goods, including Coca-Cola FEMSA’s products, seeking to maintain price stability of, and equal access to, goods and services. If Coca-Cola FEMSA exceeds such limit on profits, it may be forced to reduce the prices of its products in Venezuela, which would in turn adversely affect its business and results of operations. In addition, consumer protection laws in Venezuela are subject to continuing review and changes, and any such changes may have an adverse impact on Coca-Cola FEMSA. We cannot assure you that existing or future regulations in Venezuela relating to goods and services will not result in increased limits on profits or a forced reduction of prices affecting Coca-Cola FEMSA’s products, which could have a negative effect on its results of operations. The imposition of these restrictions or voluntary price restraints in other territories may have an adverse effect on Coca-Cola FEMSA’s results and financial position. See “Item 4. Information on the Company—Regulatory Matters—Price Controls.” We cannot assure you that governmental authorities in any country where Coca-Cola FEMSA operates will not impose statutory price controls or that Coca-Cola FEMSA will not need to implement voluntary price restraints in the future.

Unfavorable results of legal proceedings could have an adverse effect on Coca-Cola FEMSA’s results or financial condition.

Coca-Cola FEMSA’s operations have from time to time been and may continue to be subject to investigations and proceedings by antitrust authorities, and litigation relating to alleged anticompetitive practices. Coca-Cola FEMSA has also been subject to investigations and proceedings on environmental and labor matters. We cannot assure you that these investigations and proceedings will not have an adverse effect on Coca-Cola FEMSA’s results or financial condition. See “Item 8. Financial Information—Legal Proceedings.”

Weather conditions may adversely affect Coca-Cola FEMSA’s results.

Lower temperatures, higher rainfall and other adverse weather conditions such as typhoons and hurricanes may negatively impact consumer patterns, which may result in lower per capita consumption of Coca-Cola FEMSA’s beverage offerings. Additionally, such adverse weather conditions may affect road infrastructure and points of sale in the territories in which Coca-Cola FEMSA operates and limit Coca-Cola FEMSA’s ability to sell and distribute its products, thus affecting its results.

 

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Coca-Cola FEMSA may not be able to successfully integrate its recent acquisitions and achieve the operational efficiencies and/or expected synergies.

Coca-Cola FEMSA has and may continue to acquire bottling operations and other businesses. A key element to achieve the benefits and expected synergies of Coca-Cola FEMSA’s recent and future acquisitions and/or mergers is to integrate the operation of acquired or merged businesses into its operations in a timely and effective manner. Coca-Cola FEMSA may incur unforeseen liabilities in connection with acquiring, taking control of, or managing bottling operations and other businesses and may encounter difficulties and unforeseen or additional costs in restructuring and integrating them into its operating structure. We cannot assure you that these efforts will be successful or completed as expected by Coca-Cola FEMSA, and Coca-Cola FEMSA’s business, results and financial condition could be adversely affected if it is unable to do so.

Political and social events in the countries in which Coca-Cola FEMSA operates may significantly affect its operations.

Political and social events in the countries in which Coca-Cola FEMSA operates, as well as changes in governmental policies may have an adverse effect on Coca-Cola FEMSA’s business, results of operations and financial condition. In recent years, some of the governments in the countries in which Coca-Cola FEMSA operates have implemented and may continue to implement significant changes in laws, public policy and/or regulations that could affect the political and social conditions in these countries. Any such changes may have an adverse effect on Coca-Cola FEMSA’s business, results of operations and financial condition. We cannot assure you that political or social developments in any of the countries in which Coca-Cola FEMSA operates, such as the election of new administrations, political disagreements, civil disturbances and the rise in violence and perception of violence, over which Coca-Cola FEMSA has no control, will not have a corresponding adverse effect on the local or global markets or on Coca-Cola FEMSA’s business, results of operations and financial condition.

FEMSA Comercio

Competition from other retailers in Mexico could adversely affect FEMSA Comercio’s business.

The Mexican retail sector is highly competitive. FEMSA participates in the retail sector primarily through FEMSA Comercio. FEMSA Comercio’s OXXO stores face competition from small-format stores like 7-Eleven, Extra, Super City, Círculo K stores and other numerous chains of retailers across Mexico, from other regional small-format retailers to small informal neighborhood stores. In particular, small informal neighborhood stores can sometimes avoid regulatory oversight and taxation, enabling them to sell certain products at below market prices. In addition, these small informal neighborhood stores could improve their technological capabilities so as to enable credit card transactions and electronic payment of utility bills, which would diminish FEMSA Comercio’s competitive advantage. FEMSA Comercio may face additional competition from new market entrants. Increased competition may limit the number of new locations available to FEMSA Comercio and require FEMSA Comercio to modify its product offering or pricing. In addition, consumers may prefer alternative products or store formats offered by competitors. As a result, FEMSA Comercio’s results and financial position may be adversely affected by competition in the future.

Sales of OXXO small-format stores may be adversely affected by changes in economic conditions in Mexico.

Small-format stores often sell certain products at a premium. The small-format store market is thus highly sensitive to economic conditions, since an economic slowdown is often accompanied by a decline in consumer purchasing power, which in turn results in a decline in the overall consumption of FEMSA Comercio’s main product categories. During periods of economic slowdown, OXXO stores may experience a decline in traffic per store and purchases per customer, and this may result in a decline in FEMSA Comercio’s results.

 

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Regulatory changes may adversely affect FEMSA Comercio’s business.

In Mexico, FEMSA Comercio is subject to regulation in areas such as labor, taxation and local permits. The adoption of new laws or regulations, or a stricter interpretation or enforcement of existing laws and regulations, may increase operating costs or impose restrictions on FEMSA Comercio’s operations which, in turn, may adversely affect FEMSA Comercio’s financial condition, business and results. Further changes in current regulations may negatively impact traffic, revenues, operational costs and commercial practices, which may have an adverse effect on FEMSA Comercio’s future results or financial condition.

Taxes could adversely affect FEMSA Comercio’s business.

Mexico, where FEMSA Comercio primarily operates, may adopt new tax laws or modify existing laws to increase taxes applicable to FEMSA Comercio’s business or products. The imposition of new taxes or increases in existing taxes, or changes in the interpretation of tax laws and regulation by tax authorities, may have a material adverse effect on FEMSA Comercio’s business, financial condition, prospects and results. See “Item 4. Information on the Company—Regulatory Matters—Mexican Tax Reform.”

FEMSA Comercio may not be able to maintain its historic growth rate.

FEMSA Comercio increased the number of OXXO stores at a compound annual growth rate of 11.1% from 2010 to 2014. The growth in the number of OXXO stores has driven growth in total revenue and results at FEMSA Comercio over the same period. As the overall number of stores increases, percentage growth in the number of OXXO stores is likely to decrease. In addition, as small-format store penetration in Mexico grows, the number of viable new store locations may decrease, and new store locations may be less favorable in terms of same-store sales, average ticket and store traffic. As a result, FEMSA Comercio’s future results and financial condition may not be consistent with prior periods and may be characterized by lower growth rates in terms of total revenue and results. In Colombia, FEMSA Comercio may not be able to maintain similar historic growth rates to those in Mexico.

FEMSA Comercio’s business depends heavily on information technology.

FEMSA Comercio invests aggressively in information technology (which we refer to as IT) in order to maximize its value generation potential. Given the rapid speed at which FEMSA Comercio adds new services and products to its commercial offerings, the development of IT systems, hardware and software needs to keep pace with the growth of the business. If these systems became obsolete or if planning for future IT investments were inadequate, it could affect FEMSA Comercio’s business by reducing the flexibility of its value proposition to consumers or by increasing its operating complexity, either of which could adversely affect FEMSA Comercio’s revenue-per-store trends.

FEMSA Comercio’s business could be adversely affected by a failure, interruption, or breach of our IT system.

FEMSA Comercio’s business relies heavily on its advanced IT system to effectively manage its data, communications, connectivity, and other business processes. Although we constantly improve our IT system and protect it with advanced security measures, it may still be subject to defects, interruptions, or security breaches such as viruses or data theft. Such a defect, interruption, or breach could adversely affect FEMSA Comercio’s results or financial position.

FEMSA Comercio’s business may be adversely affected by an increase in the price of electricity.

The performance of FEMSA Comercio’s stores would be adversely affected by increases in the price of utilities on which the stores depend, such as electricity. Although the price of electricity in Mexico has remained stable recently, it could potentially increase as a result of inflation, shortages, interruptions in supply, or other reasons, and such an increase could adversely affect our results or financial position.

 

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FEMSA Comercio’s business acquisitions may lead to decreased profit margins.

FEMSA Comercio has recently entered into new markets through the acquisition of other small-format retail businesses. FEMSA Comercio continued with this strategy in 2014 and may continue it into the future. These new businesses are currently less profitable than OXXO, and might therefore marginally dilute FEMSA Comercio’s margins in the short to medium term.

Risks Related to Our Holding of Heineken N.V. and Heineken Holding N.V. Shares

FEMSA does not control Heineken N.V.’s and Heineken Holding N.V.’s decisions.

On April 30, 2010, FEMSA announced the closing of the transaction pursuant to which FEMSA agreed to exchange 100% of its beer operations for a 20% economic interest in Heineken N.V. and Heineken Holding N.V. (which, together with their respective subsidiaries, we refer to as Heineken or the Heineken Group). As a consequence of this transaction, which we refer to as the Heineken transaction, FEMSA now participates in the Heineken Holding N.V. Board of Directors, which we refer to as the Heineken Holding Board, and in the Heineken N.V. Supervisory Board, which we refer to as the Heineken Supervisory Board. However, FEMSA is not a majority or controlling shareholder of Heineken N.V. or Heineken Holding N.V., nor does it control the decisions of the Heineken Holding Board or the Heineken Supervisory Board. Therefore, the decisions made by the majority or controlling shareholders of Heineken N.V. or Heineken Holding N.V. or the Heineken Holding Board or the Heineken Supervisory Board may not be consistent with or may not consider the interests of FEMSA’s shareholders or may be adverse to the interests of FEMSA’s shareholders. Additionally, FEMSA has agreed not to disclose non-public information and decisions taken by Heineken.

Heineken is present in a large number of countries.

Heineken is a global brewer and distributor of beer in a large number of countries. As a consequence of the Heineken transaction, FEMSA shareholders are indirectly exposed to the political, economic and social circumstances affecting the markets in which Heineken is present, which may have an adverse effect on the value of FEMSA’s interest in Heineken, and, consequently, the value of FEMSA shares.

The Mexican peso may strengthen compared to the Euro.

In the event of a depreciation of the euro against the Mexican peso, the fair value of FEMSA’s investment in Heineken’s shares will be adversely affected.

Furthermore, the cash flow that is expected to be received in the form of dividends from Heineken will be in euros, and therefore, in the event of a depreciation of the euro against the Mexican peso, the amount of expected cash flow will be adversely affected.

Heineken N.V. and Heineken Holding N.V. are publicly listed companies.

Heineken N.V. and Heineken Holding N.V. are listed companies whose stock trades publicly and is subject to market fluctuation. A reduction in the price of Heineken N.V. or Heineken Holding N.V. shares would result in a reduction in the economic value of FEMSA’s participation in Heineken.

Risks Related to Our Principal Shareholders and Capital Structure

A majority of our voting shares are held by a voting trust, which effectively controls the management of our company, and the interests of which may differ from those of other shareholders.

As of March 19, 2015, a voting trust, of which the participants are members of seven families, owned 38.69% of our capital stock and 74.86% of our capital stock with full voting rights, consisting of the Series B Shares. Consequently, the voting trust has the power to elect a majority of the members of our board of directors and to play a significant or controlling role in the outcome of substantially all matters to be decided by our board of directors or our shareholders. The interests of the voting trust may differ from those of our other shareholders. See “Item 7. Major Shareholders and Related Party Transactions” and “Item 10. Additional Information—Bylaws—Voting Rights and Certain Minority Rights.”

 

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Holders of Series D-B and D-L Shares have limited voting rights.

Holders of Series D-B and D-L Shares have limited voting rights and are only entitled to vote on specific matters, such as certain changes in the form of our corporate organization, dissolution, or liquidation, a merger with a company with a distinct corporate purpose, a merger in which we are not the surviving entity, a change of our jurisdiction of incorporation, the cancellation of the registration of the Series D-B and D-L Shares and any other matters that expressly require approval from such holders under the Mexican Securities Law. As a result of these limited voting rights, Series D-B and D-L holders will not be able to influence our business or operations. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders” and “Item 10. Additional Information—Bylaws—Voting Rights and Certain Minority Rights.”

Holders of ADSs may not be able to vote at our shareholder meetings.

Our shares are traded on the New York Stock Exchange, or NYSE, in the form of ADSs. We cannot assure you that holders of our shares in the form of ADSs will receive notice of shareholders’ meetings from our ADS depositary in sufficient time to enable such holders to return voting instructions to the ADS depositary in a timely manner. In the event that instructions are not received with respect to any shares underlying ADSs, the ADS depositary will, subject to certain limitations, grant a proxy to a person designated by us in respect of these shares. In the event that this proxy is not granted, the ADS depositary will vote these shares in the same manner as the majority of the shares of each class for which voting instructions are received.

Holders of BD Units in the United States and holders of ADSs may not be able to participate in any future preemptive rights offering and as a result may be subject to dilution of their equity interests.

Under applicable Mexican law, if we issue new shares for cash as a part of a capital increase, other than in connection with a public offering of newly issued shares or treasury stock, we are generally required to grant our shareholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage. Rights to purchase shares in these circumstances are known as preemptive rights. By law, we may not allow holders of our shares or ADSs who are located in the United States to exercise any preemptive rights in any future capital increases unless (1) we file a registration statement with the U.S. Securities and Exchange Commission, which we refer to as the SEC, with respect to that future issuance of shares or (2) the offering qualifies for an exemption from the registration requirements of the U.S. Securities Act of 1933. At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with filing a registration statement with the SEC, as well as the benefits of preemptive rights to holders of our shares in the form of ADSs in the United States and any other factors that we consider important in determining whether to file a registration statement.

We may decide not to file a registration statement with the SEC to allow holders of our shares or ADSs who are located in the United States to participate in a preemptive rights offering. In addition, under current Mexican law, the sale by the ADS depositary of preemptive rights and the distribution of the proceeds from such sales to the holders of our shares in the form of ADSs is not possible. As a result, the equity interest of holders of our shares in the form of ADSs would be diluted proportionately. See “Item 10. Additional Information—Bylaws—Preemptive Rights.”

The protections afforded to minority shareholders in Mexico are different from those afforded to minority shareholders in the United States.

Under Mexican law, the protections afforded to minority shareholders are different from, and may be less than, those afforded to minority shareholders in the United States. Mexican laws do not provide a remedy to shareholders relating to violations of fiduciary duties. There is no procedure for class actions as such actions are conducted in the United States and there are different procedural requirements for bringing shareholder lawsuits against directors for the benefit of companies. Therefore, it may be more difficult for minority shareholders to enforce their rights against us, our directors or our controlling shareholders than it would be for minority shareholders of a United States company.

 

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Investors may experience difficulties in enforcing civil liabilities against us or our directors, officers and controlling persons.

FEMSA is organized under the laws of Mexico, and most of our directors, officers and controlling persons reside outside the United States. In addition, nearly all or a substantial portion of our assets and the assets of our subsidiaries are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States on such persons or to enforce judgments against them, including any action based on civil liabilities under the U.S. federal securities laws. There is doubt as to the enforceability against such persons in Mexico, whether in original actions or in actions to enforce judgments of U.S. courts, of liabilities based solely on the U.S. federal securities laws.

Developments in other countries may adversely affect the market for our securities.

The market value of securities of Mexican companies is, to varying degrees, influenced by economic and securities market conditions in other emerging market countries. Although economic conditions are different in each country, investors’ reaction to developments in one country can have effects on the securities of issuers in other countries, including Mexico. We cannot assure you that events elsewhere, especially in emerging markets, will not adversely affect the market value of our securities.

The failure or inability of our subsidiaries to pay dividends or other distributions to us may adversely affect us and our ability to pay dividends to holders of ADSs.

We are a holding company. Accordingly, our cash flows are principally derived from dividends, interest and other distributions made to us by our subsidiaries. Currently, our subsidiaries do not have contractual obligations that require them to pay dividends to us. In addition, debt and other contractual obligations of our subsidiaries may in the future impose restrictions on our subsidiaries’ ability to make dividend or other payments to us, which in turn may adversely affect our ability to pay dividends to shareholders and meet our debt and other obligations. As of March 31, 2015, we had no restrictions on our ability to pay dividends. Given the 2010 exchange of 100% of our ownership of the business of Cuauhtémoc Moctezuma Holding, S.A. de C.V. (formerly FEMSA Cerveza, S.A. de C.V.) (which we refer to as Cuauhtémoc Moctezuma or FEMSA Cerveza) for a 20% economic interest in Heineken, our non-controlling shareholder position in Heineken means that we will be unable to require payment of dividends with respect to the Heineken shares.

Risks Related to Mexico and the Other Countries in Which We Operate

Adverse economic conditions in Mexico may adversely affect our financial position and results.

We are a Mexican corporation, and our Mexican operations are our single most important geographic territory. For the year ended December 31, 2014, 68% of our consolidated total revenues were attributable to Mexico and at the net income level the percentage attributable to our Mexican operations is further reduced. During 2011, 2012 and 2013 the Mexican gross domestic product, or GDP, increased by approximately 4.0%, 4.0% and 1.4%, respectively, and in 2014 it only increased by approximately 2.1% on an annualized basis compared to 2013, due to lower performance from the mining, transportation and warehousing sectors in addition to a tough consumer environment. We cannot assure you that such conditions will not have a material adverse effect on our results and financial position going forward. The Mexican economy continues to be heavily influenced by the U.S. economy, and therefore, deterioration in economic conditions in, or delays in recovery of, the U.S. economy may hinder any recovery in Mexico. In the past, Mexico has experienced both prolonged periods of weak economic conditions and deteriorations in economic conditions that have had a negative impact on our results.

Our business may be significantly affected by the general condition of the Mexican economy, or by the rate of inflation in Mexico, interest rates in Mexico and exchange rates for, or exchange controls affecting, the Mexican peso. Decreases in the growth rate of the Mexican economy, periods of negative growth and/or increases in inflation or interest rates may result in lower demand for our products, lower real pricing of our products or a shift to lower margin products. Because a large percentage of our costs and expenses are fixed, we may not be able to reduce costs and expenses upon the occurrence of any of these events, and our profit margins may suffer as a result.

In addition, an increase in interest rates in Mexico would increase the cost of our debt and would cause an adverse effect on our financial position and results. Mexican peso-denominated debt constituted 42.7% of our total debt as of December 31, 2014.

 

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Depreciation of the Mexican peso relative to the U.S. dollar could adversely affect our financial position and results.

Depreciation of the Mexican peso relative to the U.S. dollar increases the cost to us of a portion of the raw materials we acquire, the price of which is paid in or determined with reference to U.S. dollars, and of our debt obligations denominated in U.S. dollars, and thereby negatively affects our financial position and results. A severe devaluation or depreciation of the Mexican peso may result in disruption of the international foreign exchange markets and may limit our ability to transfer or to convert Mexican pesos into U.S. dollars and other currencies for the purpose of making timely payments of interest and principal on our U.S. dollar-denominated debt or obligations in other currencies. The Mexican peso is a free-floating currency and as such, it experiences exchange rate fluctuations relative to the U.S. dollar over time. During 2011, 2012 and 2013, the Mexican peso experienced fluctuations relative to the U.S. dollar consisting of 12.7% of depreciation, 7.1% of recovery and 1.0% of depreciation, respectively, compared to the years of 2010, 2011 and 2012. During 2014, the Mexican peso experienced a depreciation relative to the U.S. dollar of approximately 12.6% compared to 2013. In the first quarter of 2015, the Mexican peso appreciated approximately 3.2% relative to the U.S. dollar compared to the fourth quarter of 2014.

While the Mexican government does not currently restrict, and since 1982 has not restricted, the right or ability of Mexican or foreign persons or entities to convert Mexican pesos into U.S. dollars or to transfer other currencies out of Mexico, the Mexican government could institute restrictive exchange rate policies in the future, as it has done in the past. Currency fluctuations may have an adverse effect on our financial position, results and cash flows in future periods.

When the financial markets are volatile, as they have been in recent periods, our results may be substantially affected by variations in exchange rates and commodity prices, and to a lesser degree, interest rates. These effects include foreign exchange gain and loss on assets and liabilities denominated in U.S. dollars, fair value gain and loss on derivative financial instruments, commodities prices and changes in interest income and interest expense. These effects can be much more volatile than our operating performance and our operating cash flows.

Political events in Mexico could adversely affect our operations.

Mexican political events may significantly affect our operations. Presidential elections in Mexico occur every six years, with the most recent one occurring in July 2012. Enrique Peña Nieto, a member of the Partido Revolucionario Institucional, was elected as the president of Mexico and took office on December 1, 2012. In addition, the Mexican Congress has recently approved a number of structural reforms intended to modernize certain sectors of and foster growth in the Mexican economy, and is continuing to approve further reforms. Now two years into his term, President Peña Nieto will face significant challenges as the structural reforms approved by the Mexican Congress begin having an effect on the Mexican economy and population. Furthermore, no single party has a majority in the Senate or the Cámara de Diputados (House of Representatives), and the absence of a clear majority by a single party could result in government gridlock and political uncertainty. We cannot provide any assurances that political developments in Mexico, over which we have no control, will not have an adverse effect on our business, financial condition, results and prospects.

Security risks in Mexico could increase, and this could adversely affect our results.

The presence of violence among drug cartels, and between these and the Mexican law enforcement and armed forces, pose a risk to our business. Organized criminal activity and related violent incidents have decreased relative to 2012 and 2013, but remain prevalent in some parts of Mexico. These incidents are relatively concentrated along the northern Mexican border, as well as in certain other Mexican states such as Sinaloa, Michoacán and Guerrero. The north of Mexico is an important region for our retail operations, and an increase in crime rates could negatively affect our sales and customer traffic, increase our security expenses, and result in higher turnover of personnel or damage to the perception of our brands. This situation could worsen and adversely impact our business and financial results because consumer habits and patterns adjust to the increased perceived and real security risks, as people refrain from going out as much and gradually shift some on-premise consumption to off-premise consumption of food and beverages on certain social occasions.

 

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Depreciation of local currencies in other Latin American countries in which we operate may adversely affect our financial position.

The devaluation of the local currencies against the U.S. dollar in our non-Mexican territories can increase our operating costs in these countries, and depreciation of the local currencies against the Mexican peso can negatively affect our results for these countries. In recent years, the value of the currency in the countries in which we operate has been relatively stable relative to the Mexican peso, except in Venezuela. During 2014, in addition to Venezuela, the currencies of Brazil and Argentina also depreciated against the Mexican peso. Future currency devaluation or the imposition of exchange controls in any of these countries, or in Mexico, would have an adverse effect on our financial position and results.

We have operated under exchange controls in Venezuela since 2003, which limits our ability to remit dividends abroad or make payments other than in local currency and that may increase the real price paid for raw materials and services purchased in local currency. We have historically used the official exchange rate (currently 6.30 bolivars to US$ 1.00) in our Venezuelan operations. Nonetheless, since the beginning of 2014, the Venezuelan government announced a series of changes to the Venezuelan exchange control regime.

In January 2014, the Venezuelan government announced an exchange rate determined by the state-run system known as the Sistema Complementario de Administración de Divisas, or SICAD. In March 2014, the Venezuelan government announced a new law that authorized an alternative method of exchanging Venezuelan bolivars to U.S. dollars known as SICAD II. In February 2015, the Venezuelan government announced that it was replacing SICAD II with a new market-based exchange rate determined by the system known as the Sistema Marginal de Divisas, or SIMADI. The SICAD determines the exchange rates based on limited periodic sales of U.S. dollars through auctions in which only entities authorized by the Venezuelan government may participate, while SIMADI determines the exchange rates based on supply and demand of U.S. dollars, in which participation does not require authorization by the Venezuelan government. The SICAD and SIMADI exchange rates in effect as of April 17, 2015, were 12.00 and 196.66 bolivars per US$ 1.00, respectively.

We translated our results of operations in Venezuela for the full year ended December 31, 2014 into our reporting currency, the Mexican peso, using the SICAD II exchange rate of 49.99 bolivars to US$ 1.00, which was the exchange rate in effect as of such date. As a result, we recognized a reduction in equity of Ps. 11,836 million as of December 31, 2014 and as of such date, our foreign direct investment in Venezuela was Ps. 4,015 million. This reduction adversely affected our comprehensive income for the year ended December 31, 2014. In addition, the translation of our Venezuelan results adversely affected our financial results of operation in the amount of Ps. 1,895 million for the year ended December 31, 2014.

Based upon our specific facts and circumstances, we anticipate using the SIMADI exchange rate to translate our future results of operations in Venezuela into our reporting currency, the Mexican peso, commencing with our results for the first quarter of 2015. This translation effect will further adversely affect our comprehensive income and financial position. The Venezuelan government may announce further changes to the exchange rate system in the future. To the extent a higher exchange rate is applied to our investment in Venezuela in future periods as a result of changes to existing regulations, subsequently adopted regulations or otherwise, we could be required to further reduce the amount of our foreign direct investment in Venezuela and our comprehensive income in Venezuela and financial condition could be further adversely affected. More generally, future currency devaluations or the imposition of exchange controls in any of the countries in which we operate may potentially increase our operating costs, which could have an adverse effect on our financial position and comprehensive income.

 

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ITEM 4. INFORMATION ON THE COMPANY

The Company

Overview

We are a Mexican company headquartered in Monterrey, Mexico, and our origin dates back to 1890. Our company was incorporated on May 30, 1936 and has a duration of 99 years. The duration can be extended indefinitely by resolution of our shareholders. Our legal name is Fomento Económico Mexicano, S.A.B. de C.V., and in commercial contexts we frequently refer to ourselves as FEMSA. Our principal executive offices are located at General Anaya No. 601 Pte., Colonia Bella Vista, Monterrey, Nuevo León 64410, Mexico. Our telephone number at this location is (52-81) 8328-6000. Our website is www.femsa.com. We are organized as a sociedad anónima bursátil de capital variable under the laws of Mexico.

We conduct our operations through the following principal holding companies, each of which we refer to as a principal sub-holding company:

 

   

Coca-Cola FEMSA, which engages in the production, distribution and marketing of beverages;

 

   

FEMSA Comercio, which operates small-format stores; and

 

   

CB Equity, which holds our investment in Heineken.

Corporate Background

FEMSA traces its origins to the establishment of Mexico’s first brewery, Cervecería Cuauhtémoc, S.A., which we refer to as Cuauhtémoc, which was founded in 1890 by four Monterrey businessmen: Francisco G. Sada, José A. Muguerza, Isaac Garza and José M. Schneider. Descendants of certain of the founders of Cuauhtémoc are participants of the voting trust that controls the management of our company.

The strategic integration of our company dates back to 1936 when our packaging operations were established to supply crown caps to the brewery. During this period, these operations were part of what was known as the Monterrey Group, which also included interests in banking, steel and other packaging operations.

In 1974, the Monterrey Group was split between two branches of the descendants of the founding families of Cuauhtémoc. The steel and other packaging operations formed the basis for the creation of Corporación Siderúrgica, S.A. (now Alfa, S.A.B. de C.V.), controlled by the Garza Sada family, and the beverage and banking operations were consolidated under the Valores Industriales, S.A. de C.V. (the corporate predecessor of FEMSA) corporate umbrella controlled by the Garza Lagüera family. FEMSA’s shares were first listed on what is now the Bolsa Mexicana de Valores, S.A.B. de C.V. (which we refer to as the Mexican Stock Exchange) on September 19, 1978. Between 1977 and 1981, FEMSA diversified its operations through acquisitions in the soft drinks and mineral water industries, the establishment of the first stores under the trade name OXXO and other investments in the hotel, construction, auto parts, food and fishing industries, which were considered non-core businesses and were subsequently divested.

In the 1990s, we began a series of strategic transactions to strengthen the competitive positions of our operating subsidiaries. These transactions included the sale of a 30% strategic interest in Coca-Cola FEMSA to a wholly-owned subsidiary of The Coca-Cola Company and a subsequent public offering of Coca-Cola FEMSA shares, both of which occurred in 1993. Coca-Cola FEMSA listed its L shares on the Mexican Stock Exchange and, in the form of ADS, on the New York Stock Exchange.

In 1998, we completed a reorganization that changed our capital structure by converting our outstanding capital stock at the time of the reorganization into BD Units and B Units, and united the shareholders of FEMSA and the former shareholders of Grupo Industrial Emprex, S.A. de C.V. (which we refer to as Emprex) at the same corporate level through an exchange offer that was consummated on May 11, 1998. As part of the reorganization, FEMSA listed ADSs on the NYSE representing BD Units, and listed the BD Units and its B Units on the Mexican Stock Exchange.

 

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In May 2003, our subsidiary Coca-Cola FEMSA expanded its operations throughout Latin America by acquiring 100% of Panamerican Beverages, Inc., which we refer to as Panamco, then the largest soft drink bottler in Latin America in terms of sales volume in 2002. Through its acquisition of Panamco, Coca-Cola FEMSA began producing and distributing Coca-Cola trademark beverages in additional territories in Mexico, Central America, Colombia, Venezuela and Brazil, along with bottled water, beer and other beverages in some of these territories. The Coca-Cola Company and its subsidiaries received Series D Shares in exchange for their equity interest in Panamco of approximately 25%.

In April 2008, FEMSA shareholders approved a proposal to amend our bylaws in order to preserve the unit structure for our shares that has been in place since May 1998, and to maintain our existing share structure beyond May 11, 2008. Our bylaws previously provided that on May 11, 2008 our Series D-B Shares would convert into Series B Shares and our Series D-L Shares would convert into Series L Shares with limited voting rights. In addition, our bylaws provided that, on May 11, 2008, our current unit structure would cease to exist and each of our B Units would be unbundled into five Series B Shares, while each BD Unit would unbundle into three Series B Shares and two newly issued Series L Shares. Following the April 22, 2008 shareholder approvals, the automatic conversion of our share and unit structures no longer exist, and, absent shareholder action, our share structure will continue to be comprised of Series B Shares, which must represent not less than 51% of our outstanding capital stock, and Series D-B and Series D-L Shares, which together may represent up to 49% of our outstanding capital stock. Our Unit structure, absent shareholder action, will continue to consist of B Units, which bundle five Series B Shares, and BD Units, which bundle one Series B Share, two Series D-B Shares and two Series D-L Shares. See “Item 9. The Offer and Listing—Description of Securities.”

In January 2010, FEMSA announced that its Board of Directors unanimously approved a definitive agreement under which FEMSA would exchange its FEMSA Cerveza business for a 20% economic interest in Heineken, one of the world’s leading brewers. In April 2010, FEMSA announced the closing of the transaction, after Heineken N.V., Heineken Holding N.V. and FEMSA held their corresponding AGMs and approved the transaction. Under the terms of the agreement, FEMSA received 43,018,320 shares of Heineken Holding N.V. and 43,009,699 shares of Heineken N.V., with an additional 29,172,504 shares of Heineken N.V. (which shares we refer to as the Allotted Shares) delivered pursuant to an allotted share delivery instrument, or the ASDI. Heineken also assumed US$ 2.1 billion of indebtedness, including FEMSA Cerveza’s unfunded pension obligations. The Allotted Shares were delivered to FEMSA in several installments during 2010 and 2011, with the final installment delivered on October 5, 2011. As of December 31, 2014, FEMSA’s interest in Heineken N.V. represented 12.53% of Heineken N.V.’s outstanding capital and 14.94% of Heineken Holding N.V.’s outstanding capital, resulting in our 20% economic interest in the Heineken Group. The principal terms of the Heineken transaction documents are summarized below in “Item 10. Additional Information—Material Contracts.”

In 2012, Coca-Cola FEMSA began the construction of a production plant in Minas Gerais, Brazil, which was completed and began operations in November 2014. This project required an investment of R$584 million Brazilian reais (equivalent to approximately US$ 260 million). It is expected that the plant will generate approximately 700 direct and indirect jobs. The plant is located on a parcel of land 320,000 square meters in size, and it is expected that by the end of 2015 the annual production capacity will be approximately 1.2 billion liters of sparkling beverages (or approximately 200 million unit cases), representing an increase of approximately 62% as compared to the current installed capacity of Coca-Cola FEMSA’s plant in Belo Horizonte, Brazil.

In May 2012, Coca-Cola FEMSA closed its merger with Grupo Fomento Queretano, with operations mainly in the state of Querétaro, as well as in parts of the states of Mexico, Hidalgo, and Guanajuato.

On September 24, 2012, FEMSA signed definitive agreements to sell its wholly owned subsidiary Industria Mexicana de Quimicos, S.A. de C.V. (which we refer to as Quimiproductos) to a Mexican subsidiary of Ecolab Inc. (NYSE: ECL). Quimiproductos manufactures and provides cleaning and sanitizing products and services related to food and beverage industrial processes, as well as water treatment. The transaction is consistent with FEMSA’s long-standing strategy to divest non-core businesses. Quimiproductos was sold on December 31, 2012, resulting in a gain of Ps. 871 million.

 

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In 2013, Coca-Cola FEMSA began the construction of a production plant in Tocancipá, Colombia, which was completed and began operations in February 2015. This project required an investment of 382 billion Colombian pesos (approximately US$ 194 million). Coca-Cola FEMSA expects that the plant will generate approximately 800 direct and indirect jobs. Certain permits are currently in process of being obtained, and Coca-Cola FEMSA expects to obtain these pending permits during 2015. Coca-Cola FEMSA is currently operating with water provided by the municipality, as an alternative source. The plant is located on a parcel of land 298,000 square meters in size, and it is expected that by the end of 2015, the annual production capacity will be approximately 730 million liters of sparkling beverages (or approximately 130 million unit cases), representing an increase of approximately 24% as compared to the current installed capacity of Coca-Cola FEMSA’s plants in Colombia.

On January 25, 2013, Coca-Cola FEMSA closed the transaction with The Coca-Cola Company to acquire a 51% non-controlling majority stake in CCFPI for US$ 688.5 million (Ps. 8,904 million) in an all-cash transaction. Coca-Cola FEMSA has an option to acquire the remaining 49% stake in CCFPI at any time during the seven years following the closing date. Coca-Cola FEMSA also has a put option to sell its ownership in CCFPI to The Coca-Cola Company commencing on the fifth anniversary of the closing date and ending on the sixth anniversary of the closing date. Coca-Cola FEMSA currently manages the day-to-day operations of the business; however, during a four-year period ending January 25, 2017 the business plan and other operational decisions must be approved jointly with The Coca-Cola Company. Coca-Cola FEMSA currently recognizes the results of CCFPI using the equity method.

In May 2013, Coca-Cola FEMSA closed its merger with Grupo Yoli, one of the oldest family-owned Coca-Cola bottlers in Mexico, operating mainly in the state of Guerrero as well as in parts of the state of Oaxaca.

On May 2, 2013, FEMSA Comercio through one of its subsidiaries, Cadena Comercial de Farmacias, S.A.P.I. de C.V. (which we refer to as CCF), closed the acquisition of Farmacias YZA, a leading drugstore operator in Southeast Mexico, headquartered in Merida, Yucatan. The founding shareholders of Farmacias YZA hold a 25% stake in CCF. In a separate transaction, on May 13, 2013, CCF acquired Farmacias FM Moderna, a leading drugstore operator in the western state of Sinaloa.

In August 2013, Coca-Cola FEMSA closed its acquisition of Companhia Fluminense de Refrigerantes (which we refer to as Companhia Fluminense), a family owned franchise that operates in parts of the states of São Paulo, Minas Gerais and Rio de Janeiro in Brazil. Companhia Fluminense sold approximately 56.6 million unit cases (including beer) in the twelve months ended March 31, 2013.

In October 2013, the Board of Directors agreed to separate the roles of Chairman of the Board and Chief Executive Officer, ratifying José Antonio Fernández Carbajal as Executive Chairman of the Board and naming Carlos Salazar Lomelín as the new Chief Executive Officer of FEMSA.

In October 2013, Coca-Cola FEMSA closed its acquisition of Spaipa, the second largest family owned franchise in Brazil, with operations in the state of Paraná and in parts of the state of São Paulo.

In December 2013, FEMSA Comercio, through one of its subsidiaries, purchased the operating assets and trademarks of Doña Tota, a leading quick-service restaurant operator in Mexico. The founding shareholders of Doña Tota hold a 20% stake in the FEMSA Comercio subsidiary that now operates the Doña Tota business.

In December 2014, FEMSA Comercio through CCF, agreed to acquire 100% of Farmacias Farmacón, a regional pharmacy chain consisting of 213 stores in the northwestern Mexican states of Sinaloa, Sonora, Baja California and Baja California Sur. The transaction is pending customary regulatory approvals, and is expected to close during the second quarter of 2015.

For more information on Coca-Cola FEMSA’s recent transactions, see “Item 4. Information on the Company—Coca-Cola FEMSA.”

 

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Ownership Structure

We conduct our business through our principal sub-holding companies as shown in the following diagram and table:

Principal Sub-holding Companies—Ownership Structure

As of March 31, 2015

 

LOGO

 

(1) Compañía Internacional de Bebidas, S.A. de C.V., which we refer to as CIBSA.

 

(2) Percentage of issued and outstanding capital stock owned by CIBSA (63.0% of shares with full voting rights).

 

(3) Ownership in CB Equity held through various FEMSA subsidiaries.

 

(4) Combined economic interest in Heineken N.V. and Heineken Holding N.V.

The following table presents an overview of our operations by reportable segment and by geographic area:

Operations by Segment—Overview

Year Ended December 31, 2014 and % of growth (decrease) vs. last year

(in million of Mexican pesos, except for employees and percentages)

 

     Coca-Cola FEMSA     FEMSA Comercio     CB Equity(1)  

Total revenues

     Ps. 147,298        (6 %)      Ps. 109,624         12     Ps. —           —     

Gross Profit

     68,382        (6 %)      39,386         14     —           —     

Share of the (loss) profit of associates and joint ventures accounted for using the equity method, net of taxes

     (125     (143 %)(2)      37         236     5,244         14

Total assets

     212,366        (2 %)      43,722         10     85,742         4

Employees

     83,371        (2 %)      110,671         7     —           —     

 

(1) CB Equity holds our Heineken N.V. and Heineken Holding N.V. shares.

 

(2) Reflects the percentage decrease between the gain of ps. 289 million recorded in 2013 and the loss of ps. 125 million recorded in 2014.

 

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Total Revenues Summary by Segment(1)

 

     Year Ended December 31,  
     2014      2013      2012  

Coca-Cola FEMSA

     Ps.147,298         Ps. 156,011         Ps. 147,739   

FEMSA Comercio

     109,624         97,572         86,433   

Other

     20,069         17,254         15,899   

Consolidated total revenues

     Ps. 263,449         Ps. 258,097         Ps. 238,309   

 

(1) The sum of the financial data for each of our segments and percentages with respect thereto differ from our consolidated financial information due to intercompany transactions, which are eliminated in consolidation, and certain assets and activities of FEMSA.

Total Revenues Summary by Geographic Area(1)

 

     Year Ended December 31,  
     2014      2013      2012  

Mexico and Central America(2)

     Ps. 186,736         Ps. 171,726         Ps. 155,576   

South America(3)

     69,172         55,157         56,444   

Venezuela

     8,835         31,601         26,800   

Consolidated total revenues

     263,449         258,097         238,309   

 

(1) The sum of the financial data for each geographic area differs from our consolidated financial information due to intercompany transactions, which are eliminated in consolidation.

 

(2) Central America includes Guatemala, Nicaragua, Costa Rica and Panama. Domestic (Mexico-only) revenues were Ps. 178,125 million, Ps. 163,351 million and Ps. 148,098 million for the years ended December 31, 2014, 2013 and 2012, respectively.

 

(3) South America includes Brazil, Colombia and Argentina. South America revenues include Brazilian revenues of Ps. 45,799 million, Ps. 31,138 million and Ps. 30,930 million; Colombian revenues of Ps. 14,207 million, Ps. 13,354 million and Ps. 14,597 million; and Argentine revenues of Ps. 9,714 million, Ps. 10,729 million and Ps. 10,270 million, for the years ended December 31, 2014, 2013 and 2012, respectively.

Significant Subsidiaries

The following table sets forth our significant subsidiaries as of December 31, 2014:

 

Name of Company

   Jurisdiction of
Establishment
   Percentage
Owned
 

CIBSA:

   Mexico      100.0

Coca-Cola FEMSA

   Mexico      47.9 %(1) 

Emprex:

   Mexico      100.0

FEMSA Comercio

   Mexico      100.0

CB Equity(2)

   United Kingdom      100.0

 

(1) Percentage of capital stock. FEMSA, through CIBSA, owns 63.0% of the shares of Coca-Cola FEMSA with full voting rights.

 

(2) Ownership in CB Equity held through various FEMSA subsidiaries. CB Equity holds our Heineken N.V and Heineken Holding N.V. shares.

Business Strategy

FEMSA is a leading company that participates in the beverage industry through Coca-Cola FEMSA, the largest franchise bottler of Coca-Cola products in the world; and in the beer industry, through its ownership of the second largest equity stake in Heineken, one of the world’s leading brewers with operations in over 70 countries. In the retail industry FEMSA participates with FEMSA Comercio, operating various small-format store chains including OXXO, the largest and fastest-growing in the Americas. Additionally, through its strategic businesses, FEMSA provides logistics, point-of-sale refrigeration solutions and plastics solutions to FEMSA’s business units and third-party clients.

 

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We understand the importance of connecting with our end consumers by interpreting their needs, and ultimately delivering the right products to them for the right occasions and the optimal value proposition. We strive to achieve this by developing brand value, expanding our significant distribution capabilities, and improving the efficiency of our operations while aiming to reach our full potential. We continue to improve our information gathering and processing systems in order to better know and understand what our consumers want and need, and we are improving our production and distribution by more efficiently leveraging our asset base.

We believe that the competencies that our businesses have developed can be replicated in other geographic regions. This underlying principle guided our consolidation efforts, which led to our current continental footprint. We have presence in Mexico, Central and South America and the Philippines including some of the most populous metropolitan areas in Latin America—which has provided us with opportunities to create value through both an improved ability to execute our strategies and the use of superior marketing tools. We have also increased our capabilities to operate and succeed in other geographic regions, by developing management to gain an understanding of local consumer needs. Going forward, we intend to use those capabilities to continue our international expansion of both Coca-Cola FEMSA and FEMSA Comercio, expanding both our geographic footprint and our presence in the non-alcoholic beverage industry and small box retail formats, as well as taking advantage of potential opportunities to leverage our skill set and key competencies.

Our objective is to create economic, social and environmental value for our stakeholders—including our employees, our consumers, our shareholders and the enterprises and institutions within our society—now and into the future.

Coca-Cola FEMSA

Overview

Coca-Cola FEMSA is the largest franchise bottler of Coca-Cola trademark beverages in the world. It operates in territories in the following countries:

 

   

Mexico – a substantial portion of central Mexico, the southeast and northeast of Mexico (including the Gulf region).

 

   

Central America – Guatemala (Guatemala City and surrounding areas), Nicaragua (nationwide), Costa Rica (nationwide) and Panama (nationwide).

 

   

Colombia – most of the country.

 

   

Venezuela – nationwide.

 

   

Brazil – a major part of the states of São Paulo and Minas Gerais, the states of Paraná and Mato Grosso do Sul and part of the states of Rio de Janeiro and Goiás.

 

   

Argentina – Buenos Aires and surrounding areas.

 

   

Philippines – nationwide (through a joint venture with The Coca-Cola Company).

Coca-Cola FEMSA was incorporated on October 30, 1991 as a stock corporation with variable capital (sociedad anónima de capital variable) under the laws of Mexico for a term of 99 years. On December 5, 2006, as required by amendments to the Mexican Securities Market Law, Coca-Cola FEMSA became a publicly traded stock corporation with variable capital (sociedad anónima bursátil de capital variable). Coca-Cola FEMSA’s legal name is Coca-Cola FEMSA, S.A.B. de C.V. Coca-Cola FEMSA’s principal executive offices are located at Calle Mario Pani No. 100, Colonia Santa Fe Cuajimalpa, Delegación Cuajimalpa de Morelos, 05348, México, D.F., México. Coca-Cola FEMSA’s telephone number at this location is (52-55) 1519-5000. Coca-Cola FEMSA’s website is www.coca-colafemsa.com.

 

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The following is an overview of Coca-Cola FEMSA’s operations by consolidated reporting segment in 2014.

Operations by Consolidated Reporting Segment—Overview

Year Ended December 31, 2014

 

     Total
Revenues
(millions of
Mexican pesos)
     Percentage of
Total Revenues
    Gross Profit
(millions of
Mexican pesos)
     Percentage of
Gross Profit
 

Mexico and Central America(1)

     71,965         48.9     36,453         53.3

South America(2) (excluding Venezuela)

     66,367         45.0     27,372         40.0

Venezuela

     8,966         6.1     4,557         6.7
  

 

 

    

 

 

   

 

 

    

 

 

 

Consolidated

     147,298         100.0     68,382         100.0

 

(1) Includes Mexico, Guatemala, Nicaragua, Costa Rica and Panama.

 

(2) Includes Colombia, Brazil and Argentina.

Corporate History

Coca-Cola FEMSA commenced operations in 1979, when one of our subsidiaries acquired certain sparkling beverage bottlers. In 1991, we transferred our ownership in the bottlers to FEMSA Refrescos, S.A. de C.V., the corporate predecessor to Coca-Cola FEMSA, S.A.B. de C.V.

In June 1993, a subsidiary of The Coca-Cola Company subscribed for 30% of Coca-Cola FEMSA’s capital stock in the form of Series D shares. In September 1993, we sold Series L shares that represented 19.0% of Coca-Cola FEMSA’s capital stock to the public, and Coca-Cola FEMSA listed these shares on the Mexican Stock Exchange and, in the form of ADSs, on the New York Stock Exchange.

In a series of transactions since 1994, Coca-Cola FEMSA has acquired new territories, brands and other businesses which today comprise Coca-Cola FEMSA’s business. In May 2003, Coca-Cola FEMSA acquired Panamco and began producing and distributing Coca-Cola trademark beverages in additional territories in the central and gulf regions of Mexico and in Central America (Guatemala, Nicaragua, Costa Rica and Panama), Colombia, Venezuela and Brazil, along with bottled water, beer and other beverages in some of these territories.

In November 2006, we acquired 148,000,000 of Coca-Cola FEMSA’s Series D shares from certain subsidiaries of The Coca-Cola Company, which increased our ownership of Coca-Cola FEMSA to 53.7%.

In November 2007, Coca-Cola FEMSA acquired together with The Coca-Cola Company 100% of the shares of capital stock of Jugos del Valle, S.A.P.I. de C.V., or Jugos del Valle. In 2008, Coca-Cola FEMSA, The Coca-Cola Company and all Mexican and Brazilian Coca-Cola bottlers entered into a joint business for the Mexican and Brazilian operations, respectively, of Juegos del Valle.

In December 2007 and May 2008, Coca-Cola FEMSA sold most of its proprietary brands to The Coca-Cola Company. The proprietary brands are now being licensed back to Coca-Cola FEMSA by The Coca-Cola Company pursuant to its bottler agreements.

In May 2008, Coca-Cola FEMSA entered into a transaction with The Coca-Cola Company to acquire its wholly owned bottling franchise Refrigerantes Minas Gerais, Ltda., or REMIL, located in the State of Minas Gerais in Brazil.

In July 2008, Coca-Cola FEMSA acquired the Agua De Los Angeles bulk water business in the Valley of Mexico (Mexico City and surrounding areas) from Grupo Embotellador CIMSA, S.A. de C.V., at the time one of the Coca-Cola bottling franchises in Mexico. The trademarks remain with The Coca-Cola Company. Coca-Cola FEMSA subsequently merged Agua De Los Angeles into its bulk water business under the Ciel brand.

 

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In February 2009, Coca-Cola FEMSA together with The Coca-Cola Company acquired the Brisa bottled water business in Colombia from Bavaria, S.A., a subsidiary of SABMiller plc. Coca-Cola FEMSA acquired the production assets and the distribution territory and The Coca-Cola Company acquired the Brisa brand.

In May 2009, Coca-Cola FEMSA entered into an agreement to manufacture, distribute and sell the Crystal trademark water products in Brazil jointly with The Coca-Cola Company.

In August 2010, Coca-Cola FEMSA acquired from The Coca-Cola Company along with other Brazilian Coca-Cola bottlers Leão Alimentos e Bebidas, Ltda. or Leão Alimentos, manufacturer and distributor of the Matte Leão tea brand.

In March 2011, Coca-Cola FEMSA together with The Coca-Cola Company acquired Grupo Industrias Lacteas, S.A. (also known as Estrella Azul), a Panamanian conglomerate that participates in the dairy and juice-based beverage categories in Panama.

In October 2011, Coca-Cola FEMSA merged with Grupo Tampico, one of the largest family-owned Coca-Cola bottlers in Mexico in terms of sales volume with operations in the states of Tamaulipas, San Luis Potosí, and Veracruz, as well as in parts of the states of Hidalgo, Puebla and Queretaro.

In December 2011, Coca-Cola FEMSA merged with Grupo CIMSA and its shareholders, a Mexican family-owned Coca-Cola bottler with operations mainly in the states of Morelos and Mexico, as well as in parts of the states of Guerrero and Michoacán. As part of its merger with Grupo CIMSA, Coca-Cola FEMSA also acquired a 13.2% equity interest in Promotora Industrial Azucarera, S.A de C.V., or PIASA.

In May 2012, Coca-Cola FEMSA merged with Grupo Fomento Queretano, one of the oldest family-owned beverage players in the Coca-Cola system in Mexico, with operations mainly in the state of Querétaro, as well as in parts of the states of Mexico, Hidalgo and Guanajuato. For further information, see Note 4 to our audited consolidated financial statements. As part of Coca-Cola FEMSA’s merger with Grupo Fomento Queretano it also acquired an additional 12.9% equity interest in PIASA.

In August 2012, Coca-Cola FEMSA acquired, through Jugos del Valle, an indirect participation in Santa Clara Mercantil de Pachuca, S.A. de C.V., or Santa Clara, a producer of milk and dairy products in Mexico.

In January 2013, Coca-Cola FEMSA together with The Coca-Cola Company acquired a 51% non- controlling majority stake in CCFPI in an all-cash transaction.

In May 2013, Coca-Cola FEMSA merged with Grupo Yoli, one of the oldest family-owned Coca-Cola bottlers in Mexico, with operations mainly in the state of Guerrero as well as in parts of the state of Oaxaca. For further information, see Note 4 to our audited consolidated financial statements. As part of its merger with Grupo Yoli, Coca-Cola FEMSA also acquired an additional 10.1% equity interest in PIASA for a total ownership of 36.3%.

In August 2013, Coca-Cola FEMSA acquired Companhia Fluminense, a family owned franchise that operates in parts of the states of São Paulo, Minas Gerais and Rio de Janeiro in Brazil. For further information, see Note 4 to our audited consolidated financial statements. As part of Coca-Cola FEMSA’s acquisition of Companhia Fluminense, Coca-Cola FEMSA also acquired an additional 1.2% equity interest in Leão Alimentos.

In October 2013, Coca-Cola FEMSA acquired Spaipa, the second largest family owned franchise in Brazil, with operations in the state of Paraná and in parts of the state of São Paulo. For further information, see Note 4 to our audited consolidated financial statements. As part of its acquisition of Spaipa, Coca-Cola FEMSA also acquired an additional 5.8% equity interest in Leão Alimentos, for a total ownership as of April 10, 2015 of 24.4%, and a 50.0% stake in Fountain Água Mineral Ltda., a joint venture to develop the water category together with The Coca-Cola Company.

For further information see “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Business Transactions between Coca-Cola FEMSA, FEMSA and The Coca-Cola Company.”

 

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Capital Stock

As of April 17, 2015, we indirectly owned Series A shares equal to 47.9% of Coca-Cola FEMSA’s capital stock (63.0% of Coca-Cola FEMSA’s capital stock with full voting rights). As of April 17, 2015, The Coca-Cola Company indirectly owned Series D shares equal to 28.1% of the capital stock of Coca-Cola FEMSA (37.0% of the capital stock with full voting rights). Series L shares with limited voting rights, which trade on the Mexican Stock Exchange and in the form of ADSs on the New York Stock Exchange, constitute the remaining 24.0% of Coca-Cola FEMSA’s capital stock.

 

LOGO

Business Strategy

Coca-Cola FEMSA operates with a large geographic footprint in Latin America. In January 2015, Coca-Cola FEMSA restructured its operations under four new divisions: (1) Mexico (covering certain territories in Mexico); (2) Latin America (covering certain territories in Guatemala, and all of Nicaragua, Costa Rica and Panama, certain territories in Argentina, most of Colombia and all of Venezuela), (3) Brazil (covering a major part of the states of São Paulo and Minas Gerais, the states of Paraná and Mato Grosso do Sul and part of the states of Rio de Janeiro and Goiás), and (4) Asia (covering all of the Philippines through a joint venture with The Coca-Cola Company). Through these divisions, Coca-Cola FEMSA has created a more flexible structure to execute its strategies and continue with its track record of growth. Coca-Cola FEMSA has also aligned its business strategies more efficiently, ensuring a faster introduction of new products and categories, and a more rapid and effective design and deployment of commercial models.

One of Coca-Cola FEMSA’s goals is to maximize growth and profitability to create value for its shareholders. Coca-Cola FEMSA’s efforts to achieve this goal are based on: (1) transforming its commercial models to focus on its customers’ value potential and using a value-based segmentation approach to capture the industry’s value potential; (2) implementing multi-segmentation strategies in its major markets to target distinct market clusters divided by consumption occasion, competitive intensity and socioeconomic levels; (3) implementing well-planned product, packaging and pricing strategies through different distribution channels; (4) driving product innovation along its different product categories; (5) developing new businesses and distribution channels; and (6) achieving the full operating potential of its commercial models and processes to drive operational efficiencies throughout its company. In furtherance of these efforts, Coca-Cola FEMSA intends to continue to focus on, among other initiatives, the following:

 

   

working with The Coca-Cola Company to develop a business model to continue exploring and participating in new lines of beverages, extending existing product lines and effectively advertising and marketing its products;

 

   

developing and expanding its still beverage portfolio through innovation, strategic acquisitions and by entering into agreements to acquire companies with The Coca-Cola Company;

 

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expanding its bottled water strategy with The Coca-Cola Company through innovation and selective acquisitions to maximize profitability across its market territories;

 

   

strengthening its selling capabilities and go-to-market strategies, including pre-sale, conventional selling and hybrid routes, in order to get closer to its clients and help them satisfy the beverage needs of consumers;

 

   

implementing selective packaging strategies designed to increase consumer demand for its products and to build a strong returnable base for the Coca-Cola brand;

 

   

replicating its best practices throughout the value chain;

 

   

rationalizing and adapting its organizational and asset structure in order to be in a better position to respond to a changing competitive environment;

 

   

building a multi-cultural collaborative team, from top to bottom; and

 

   

broadening its geographic footprint through organic growth and strategic joint ventures, mergers and acquisitions.

Coca-Cola FEMSA seeks to increase per capita consumption of its products in the territories in which it operates. To that end, Coca-Cola FEMSA’s marketing teams continuously develop sales strategies tailored to the different characteristics of its various territories and distribution channels. Coca-Cola FEMSA continues to develop its product portfolio to better meet market demand and maintain its overall profitability. To stimulate and respond to consumer demand, Coca-Cola FEMSA continues to introduce new categories, products and presentations. See “—Product and Packaging Mix.” In addition, because Coca-Cola FEMSA views its relationship with The Coca-Cola Company as integral to its business, Coca-Cola FEMSA uses market information systems and strategies developed with The Coca-Cola Company to improve its business and marketing strategies. See “—Marketing.”

Coca-Cola FEMSA also continuously seeks to increase productivity in its facilities through infrastructure and process reengineering for improved asset utilization. Coca-Cola FEMSA’s capital expenditure program includes investments in production and distribution facilities, bottles, cases, coolers and information systems. Coca-Cola FEMSA believes that this program will allow it to maintain its capacity and flexibility to innovate and to respond to consumer demand for its products.

In early 2015, Coca-Cola FEMSA redesigned its corporate structure to strengthen the core functions of its organization. Through this restructuring, Coca-Cola FEMSA created specialized departments, focused on its supply chain, commercial, and IT innovation areas (centros de excelencia). These departments not only enable centralized collaboration and knowledge sharing, but also drive standards of excellence and best practices in Coca-Cola FEMSA’s key strategic capabilities. Coca-Cola FEMSA’s priorities include enhanced manufacturing efficiency, improved distribution and logistics, and cutting-edge IT-enabled commercial innovation.

Coca-Cola FEMSA focuses on management quality as a key element of its growth strategy and remains committed to fostering the development of quality management at all levels. Coca-Cola FEMSA’s Strategic Talent Management Model is designed to enable it to reach its full potential by developing the capabilities of its employees and executives. This holistic model works to build the skills necessary for Coca-Cola FEMSA’s employees and executives to reach their maximum potential, while contributing to the achievement of its short- and long-term objectives. To support this capability development model, Coca-Cola FEMSA’s board of directors has allocated a portion of its yearly operating budget to fund these management training programs.

Sustainable development is a comprehensive part of Coca-Cola FEMSA’s strategic framework for business operation and growth. Coca-Cola FEMSA bases its efforts in its core foundation, its ethics and values. Coca-Cola FEMSA focuses on three core areas, (i) its people, by encouraging the comprehensive development of its employees and their families; (ii) its communities, by promoting the generation of sustainable communities in which it serves, an attitude of health, self-care, adequate nutrition and physical activity, and evaluating the impact of its value chain; and (iii) the planet, by establishing guidelines that it believes will result in efficient use of natural resources to minimize the impact that its operations might have on the environment and create a broader awareness of caring for the environment.

 

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CCFPI Joint Venture

On January 25, 2013, as part of Coca-Cola FEMSA’s efforts to expand its geographic reach, it acquired a 51% non-controlling majority stake in CCFPI. Coca-Cola FEMSA currently manages the day-to-day operations of the business; however, during a four-year period ending January 25, 2017 the business plan and other operational decisions must be approved jointly with The Coca-Cola Company. As of December 31, 2014, Coca-Cola FEMSA’s investment under the equity method in CCFPI was Ps. 9,021 million. See Notes 10 and 26 to our audited consolidated financial statements. Coca-Cola FEMSA’s product portfolio in the Philippines consists of Coca-Cola trademark beverages and Coca-Cola FEMSA’s total sales volume in 2014 reached 513 million unit cases. The operations of CCFPI are comprised of 19 production plants and serve close to 853,242 customers.

The Philippines has one of the highest per capita consumption rates of Coca-Cola products in the region and presents significant opportunities for further growth. Coca-Cola has been present in the Philippines since the start of the 20th century and since 1912 it has been locally producing Coca-Cola products. The Philippines received the first Coca-Cola bottling and distribution franchise in Asia. Coca-Cola FEMSA’s strategic framework for growth in the Philippines is based on three pillars: portfolio, route to market and supply chain.

 

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Coca-Cola FEMSA’s Territories

The following map shows Coca-Cola FEMSA’s territories, giving estimates in each case of the population to which it offer products, the number of retailers of its beverages and the per capita consumption of its beverages as of December 31, 2014:

 

LOGO

Per capita consumption data for a territory is determined by dividing total beverage sales volume within the territory (in unit cases) by the estimated population within such territory, and is expressed on the basis of the number of eight-ounce servings of Coca-Cola FEMSA’s products consumed annually per capita. In evaluating the development of local volume sales in Coca-Cola FEMSA’s territories and to determine product potential, Coca-Cola FEMSA and The Coca-Cola Company measure, among other factors, the per capita consumption of all their beverages.

Coca-Cola FEMSA’s Products

Coca-Cola FEMSA produces, markets, sells and distributes Coca-Cola trademark beverages. The Coca-Cola trademark beverages include: sparkling beverages (colas and flavored sparkling beverages), waters and still beverages (including juice drinks, coffee, teas, milk, value-added dairy and isotonic drinks). The following table sets forth Coca-Cola FEMSA’s main brands as of December 31, 2014:

 

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Colas:

   Mexico  and
Central
America(1)
   South
America(2)
   Venezuela

Coca-Cola

   ü    ü    ü

Coca-Cola Light

   ü    ü    ü

Coca-Cola Zero

   ü    ü   

Coca-Cola Life

   ü    ü   

Flavored sparkling beverages:

   Mexico  and
Central
America(1)
   South
America(2)
   Venezuela

Ameyal

   ü      

Canada Dry

   ü      

Chinotto

         ü

Crush

      ü   

Escuis

   ü      

Fanta

   ü    ü   

Fresca

   ü      

Frescolita

   ü       ü

Hit

         ü

Kist

   ü      

Kuat

      ü   

Lift

   ü      

Mundet

   ü      

Quatro

      ü   

Schweppes

   ü    ü    ü

Simba

      ü   

Sprite

   ü    ü   

Victoria

   ü      

Yoli

   ü      

Water:

   Mexico  and
Central
America(1)
   South
America(2)
   Venezuela

Alpina

   ü      

Aquarius(3)

      ü   

Bonaqua

      ü   

Brisa

      ü   

Ciel

   ü      

Crystal

      ü   

Dasani

   ü      

Manantial

      ü   

Nevada

         ü

Other Categories:

   Mexico  and
Central
America(1)
   South
America(2)
   Venezuela

Cepita(4)

      ü   

Del Prado(5)

   ü      

Estrella Azul(6)

   ü      

FUZE Tea

   ü       ü

Hi-C(7)

   ü    ü   

Santa Clara(8)

   ü      

Jugos del Valle(4)

   ü    ü    ü

Matte Leão(9)

      ü   

Powerade(10)

   ü    ü    ü

Valle Frut(11)

   ü    ü    ü

 

(1) Includes Mexico, Guatemala, Nicaragua, Costa Rica and Panama.

 

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(2) Includes Colombia, Brazil and Argentina.

 

(3) Flavored water. In Brazil, also a flavored sparkling beverage.

 

(4) Juice-based beverage.

 

(5) Juice-based beverage in Central America.

 

(6) Milk and value-added dairy and juices.

 

(7) Juice-based beverage. Includes Hi-C Orangeade in Argentina.

 

(8) Milk, value-added dairy and coffee.

 

(9) Ready to drink tea.

 

(10) Isotonic drinks.

 

(11) Orangeade. Includes Del Valle Fresh in Costa Rica, Nicaragua, Panama, Colombia and Venezuela.

Sales Overview

Coca-Cola FEMSA measures total sales volume in terms of unit cases. “Unit case” refers to 192 ounces of finished beverage product (24 eight-ounce servings) and, when applied to soda fountains, refers to the volume of syrup, powders and concentrate that is required to produce 192 ounces of finished beverage product. The following table illustrates Coca-Cola FEMSA’s historical sales volume for each of its consolidated territories.

 

     Year Ended December 31,  
     2014      2013 (1)      2012(2)  
     (millions of unit cases)  

Mexico and Central America

        

Mexico

     1,754.9         1,798.0         1,720.3   

Central America(3)

     163.6         155.6         151.2   

South America (excluding Venezuela)

        

Colombia

     298.4         275.7         255.8   

Brazil(4)

     733.5         525.2         494.2   

Argentina

     225.8         227.1         217.0   

Venezuela

     241.1         222.9         207.7   
  

 

 

    

 

 

    

 

 

 

Consolidated Volume

     3,417.3         3,204.5         3,046.2   

 

(1) Includes volume from the operations of Grupo Yoli from June 2013, Companhia Fluminense from September 2013 and Spaipa from November 2013.

 

(2) Includes volume from the operations of Grupo Fomento Queretano from May 2012.

 

(3) Includes Guatemala, Nicaragua, Costa Rica and Panama.

 

(4) Excludes beer sales volume.

Product and Packaging Mix

Out of the more than 116 brands and line extensions of beverages that Coca-Cola FEMSA sells and distributes, Coca-Cola FEMSA’s most important brand, Coca-Cola, together with its line extensions, Coca-Cola Light, Coca-Cola Life and Coca-Cola Zero, accounted for 61.0% of total sales volume in 2014. Coca-Cola FEMSA’s next largest brands, Ciel (a water brand from Mexico and its line extensions), Fanta (and its line extensions), Sprite (and its line extensions) and ValleFrut (and its line extensions) accounted for 11.6%, 5.1%, 2.8% and 2.7%, respectively, of total sales volume in 2014. Coca-Cola FEMSA uses the term line extensions to refer to the different flavors in which it offers its brands. Coca-Cola FEMSA produces, markets, sells and distributes Coca-Cola trademark beverages in each of its territories in containers authorized by The Coca-Cola Company, which consist of a variety of returnable and non-returnable presentations in the form of glass bottles, cans and plastic bottles mainly made of polyethylene terephthalate, which we refer to as PET.

Coca-Cola FEMSA uses the term presentation to refer to the packaging unit in which it sells its products. Presentation sizes for Coca-Cola FEMSA’s Coca-Cola trademark beverages range from a 6.5-ounce personal size to a 3-liter multiple serving size. For all of Coca-Cola FEMSA’s products excluding water, Coca-Cola FEMSA considers a multiple serving size as equal to, or larger than, 1.0 liter. In general, personal sizes have a higher price per unit case as compared to multiple serving sizes. Coca-Cola FEMSA offers both returnable and non-returnable

 

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presentations, which allow it to offer portfolio alternatives based on convenience and affordability to implement revenue management strategies and to target specific distribution channels and population segments in its territories. In addition, Coca-Cola FEMSA sells some Coca-Cola trademark beverage syrups in containers designed for soda fountain use, which we refer to as fountain. Coca-Cola FEMSA also sells bottled water products in bulk sizes, which refer to presentations equal to or larger than 5.0 liters, which have a much lower average price per unit case than its other beverage products.

The characteristics of Coca-Cola FEMSA’s territories are very diverse. Central Mexico and Coca-Cola FEMSA’s territories in Argentina are densely populated and have a large number of competing beverage brands as compared to the rest of its territories. Coca-Cola FEMSA’s territories in Brazil are densely populated but have lower per capita consumption of beverage products as compared to Mexico. Portions of southern Mexico, Central America and Colombia are large and mountainous areas with lower population density, lower per capita income and lower per capita consumption of beverages. In Venezuela, Coca-Cola FEMSA faces operational disruptions from time to time, which may have an effect on its volumes sold, and consequently, may result in lower per capita consumption.

The following discussion analyzes Coca-Cola FEMSA’s product and packaging mix by its consolidated reporting segments. The volume data presented is for the years 2014, 2013 and 2012.

Mexico and Central America. Coca-Cola FEMSA’s product portfolio consists of Coca-Cola trademark beverages, including the Jugos del Valle line of juice-based beverages. Per capita consumption of Coca-Cola FEMSA’s beverage products in Mexico and Central America was 607.5 and 189.1 eight-ounce servings, respectively, in 2014.

The following table highlights historical sales volume and mix in Mexico and Central America for Coca-Cola FEMSA’s products:

 

     Year Ended December 31,  
     2014      2013(1)      2012(2)  

Total Sales Volume

        

Total (millions of unit cases)

     1,918.5         1,953.6         1,871.5   

Growth (%)

     (1.8      4.4         23.9   
     (in percentages)  

Unit Case Volume Mix by Category

  

Sparkling beverages

     73.2         73.1         73.0   

Water(3)

     21.3         21.2         21.4   

Still beverages

     5.5         5.7         5.6   
  

 

 

    

 

 

    

 

 

 

Total

     100.0         100.0         100.0   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes volume from the operations of Grupo Yoli from June 2013.

 

(2) Includes volume from the operations of Grupo Fomento Queretano from May 2012.

 

(3) Includes bulk water volumes.

In 2014, multiple serving presentations represented 64.5% of total sparkling beverages sales volume in Mexico, a 170 basis points decrease compared to 2013; and 54.7% of total sparkling beverages sales volume in Central America, a 16 basis points decrease compared to 2013. Coca-Cola FEMSA’s strategy is to foster consumption of single serve presentations while maintaining multiple serving volumes. In 2014, returnable packaging, as a percentage of total sparkling beverage sales volume accounted for 37.9% in Mexico, a 290 basis points increase as compared to 2013; and 34.8% in Central America, a 1,160 basis points increase as compared to 2013.

In 2014, Coca-Cola FEMSA’s sparkling beverages volume as a percentage of total sales volume in its Mexico and Central America division increased marginally to 73.2% as compared with 2013.

 

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Total sales volume in Coca-Cola FEMSA’s Mexico and Central America division (including Grupo Yoli) reached 1,918.5 million unit cases in 2014, a decrease of 1.8% compared to 1,953.6 million unit cases in 2013. The sales volume for Coca-Cola FEMSA’s sparkling beverage category decreased 1.6%, mainly driven by the impact of price increase to compensate the excise tax to sweetened beverages. Coca-Cola FEMSA’s bottled water portfolio, excluding bulk water, grew 4.2%, mainly driven by the performance of the Ciel brand in Mexico. Coca-Cola FEMSA’s still beverage category decreased 5.5% mainly due to the performance of the Jugos del Valle portfolio in the division. Organically, excluding the non-comparable effect of Grupo Yoli in 2014, total sales volume for Mexico and Central America division reached 1,878.9 million unit cases in 2014, a decrease of 3.8% as compared to 2013. On the same basis, Coca-Cola FEMSA’s sparkling beverage category decreased 3.9%, its bottled water portfolio, excluding bulk water, remained flat, and its still beverage category decreased 7.1%.

In 2013, multiple serving presentations represented 66.2% of total sparkling beverages sales volume in Mexico (including Grupo Fomento Queretano and Grupo Yoli), a 10 basis points decrease compared to 2012; and 56.3% of total sparkling beverages sales volume in Central America, a 50 basis points increase compared to 2012. In 2013, returnable packaging, as a percentage of total sparkling beverage sales volume, accounted for 35.0% in Mexico (including Grupo Fomento Queretano and Grupo Yoli), a 160 basis points increase compared to 2012; and 23.2% in Central America, a 160 basis points decrease compared to 2012.

In 2013, Coca-Cola FEMSA’s sparkling beverages volume as a percentage of total sales volume in its Mexico and Central America division (including Grupo Fomento Queretano and Grupo Yoli) increased marginally to 73.1% as compared with 2012.

Total sales volume in Coca-Cola FEMSA’s Mexico and Central America division (including Grupo Fomento Queretano and Grupo Yoli) reached 1,953.6 million unit cases in 2013, an increase of 4.4% compared to 1,871.5 million unit cases in 2012. The integration of Grupo Fomento Queretano and Grupo Yoli in Mexico contributed 89.3 million unit cases in 2013 of which sparkling beverages were 72.2%, water was 9.9%, bulk water was 13.4% and still beverages were 4.5%. Excluding the integration of these territories, volume decreased 0.4% to 1,864.2 million unit cases. Organically, Coca-Cola FEMSA’s bottled water portfolio grew 5.1%, mainly driven by the performance of the Ciel brand in Mexico. On the same basis, Coca-Cola FEMSA’s still beverage category grew 3.7% mainly due to the performance of the Jugos del Valle portfolio in the division. These increases partially compensated for the flat volumes in sparkling beverages and a 3.5% decline in the bulk water business.

South America (Excluding Venezuela). Coca-Cola FEMSA’s product portfolio in South America consists mainly of Coca-Cola trademark beverages, including the Jugos del Valle line of juice-based beverages in Colombia and Brazil, and the Heineken beer brands, including Kaiser beer brands, in Brazil, which we sell and distribute.

During 2013, as part of Coca-Cola FEMSA’s efforts to foster sparkling beverage per capita consumption in Brazil, it reinforced the 2.0-liter returnable plastic bottle for the Coca-Cola brand and introduced two single-serve 0.2 and 0.3 liter presentations. During 2014, in an effort to increase sales in its still beverage portfolio in the region, Coca-Cola FEMSA reinforced its Jugos del Valle line of business and Powerade brand. Per capita consumption of Coca-Cola FEMSA’s beverages in Colombia, Brazil and Argentina was 152.7, 244.2 and 470.4 eight-ounce servings, respectively, in 2014.

The following table highlights historical total sales volume and sales volume mix in South America (excluding Venezuela), not including beer:

 

     Year Ended December 31,  
     2014      2013(1)      2012  

Total Sales Volume

        

Total (millions of unit cases)

     1,257.7         1,028.1         967.0   

Growth (%)

     22.6         6.3         2.0   
     (in percentages)  

Unit Case Volume Mix by Category

  

Sparkling beverages

     84.1         84.1         84.9   

Water(2)

     9.7         10.1         10.0   

Still beverages

     6.2         5.8         5.1   
  

 

 

    

 

 

    

 

 

 

Total

     100.0         100.0         100.0   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes volume from the operations of Companhia Fluminense from September 2013 and Spaipa from November 2013.

 

(2) Includes bulk water volume.

 

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Total sales volume in Coca-Cola FEMSA’s South America division, excluding Venezuela, increased 22.6% to 1,257.7 million unit cases in 2014 as compared to 2013, as a result of stronger sales volumes in its recently integrated territories in Brazil and better volume performance in Colombia. The still beverage category grew 31.8%, mainly driven by the Jugos del Valle line of business in Colombia and Brazil and the performance of FUZE tea and Leão tea in the division. Coca-Cola FEMSA’s sparkling portfolio increased 22.6% mainly driven by the performance of the Coca-Cola brand and other core products in its operations. Coca-Cola FEMSA’s bottled water portfolio, including bulk water, increased 16.9% driven by performance of the Bonaqua brand in Argentina and the Crystal brand in Brazil. Organically, excluding the non-comparable effect of Companhia Fluminense and Spaipa in 2014, total sales volume in South America division excluding Venezuela, increased 3.7% as compared to 2013. On the same basis, Coca-Cola FEMSA’s still beverage category grew 15.3% mainly driven by the Jugos del Valle line of business in the region, its bottled water portfolio, including bulk water, increased 6.9% mainly driven by the performance of the Crystal brand in Brazil, and its sparkling beverage category increased 2.5%.

In 2014, returnable packaging, as a percentage of total sparkling beverage sales volume, accounted for 32.0% in Colombia, a decrease of 520 basis points as compared to 2013; 19.7% in Argentina, a decrease of 230 basis points and 15.5% in Brazil a 50 basis points decrease compared to 2013. In 2014, multiple serving presentations represented 69.8%, 85.3% and 75.0% of total sparkling beverages sales volume in Colombia, Argentina and Brazil, respectively.

Total sales volume in Coca-Cola FEMSA’s South America division, excluding Venezuela, increased 6.3% to 1,028.1 million unit cases in 2013 as compared to 2012, as a result of growth in Colombia and Argentina and the integration of Companhia Fluminense and Spaipa in its Brazilian territories. These effects compensated for an organic volume decline in Brazil. Organically, excluding the non-comparable effect of Companhia Fluminense and Spaipa, volumes remained flat as compared with the previous year. On the same basis, the still beverage category grew 14.3%, mainly driven by the Jugos del Valle line of business in Colombia and Brazil and the performance of FUZE tea in the division. Coca-Cola FEMSA’s bottled water portfolio, including bulk water, increased 3.8% mainly driven by the Bonaqua brand in Argentina and the Brisa brand in Colombia. These increases compensated for a 1.2% decline in the sparkling beverage portfolio.

In 2013, returnable packaging, as a percentage of total sparkling beverage sales volume, accounted for 37.2% in Colombia, a decrease of 320 basis points as compared to 2012; 22.0% in Argentina, a decrease of 690 basis points and 16.0% in Brazil, excluding the non-comparable effect of Companhia Fluminense and Spaipa, a 170 basis points increase compared to 2012. In 2013, multiple serving presentations represented 66.7%, 85.2% and 72.9% of total sparkling beverages sales volume in Colombia, Argentina and Brazil on an organic basis, respectively.

Coca-Cola FEMSA continues to distribute and sell the Heineken beer portfolio, including Kaiser beer brands, in its Brazilian territories through the 20-year term, consistent with the arrangements in place since 2006 with Cervejarias Kaiser, a subsidiary of the Heineken Group. Beginning in the second quarter of 2005, Coca-Cola FEMSA ceased including beer that it distributes in Brazil in its reported sales volumes.

Venezuela. Coca-Cola FEMSA’s product portfolio in Venezuela consists of Coca-Cola trademark beverages. Per capita consumption of Coca-Cola FEMSA’s beverages in Venezuela during 2014 was 190.0 eight-ounce servings. At the end of 2011, Coca-Cola FEMSA launched Del Valle Fresh, an orangeade, in Venezuela, which contributed significantly to incremental volume growth in this country during 2012. During 2014, Coca-Cola FEMSA’s Powerade brand in the country contributed to its sales growth in the still beverage category.

 

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The following table highlights historical total sales volume and sales volume mix in Venezuela:

 

     Year Ended December 31,  
     2014      2013      2012  

Total Sales Volume

        

Total (millions of unit cases)

     241.1         222.9         207.7   

Growth (%)

     8.2         7.3         9.4   
     (in percentages)  

Unit Case Volume Mix by Category

        

Sparkling beverages

     85.7         85.6         87.9   

Water(1)

     6.5         6.9         5.6   

Still beverages

     7.8         7.5         6.5   
  

 

 

    

 

 

    

 

 

 

Total

     100.0         100.0         100.0   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes bulk water volume.

Coca-Cola FEMSA has implemented a product portfolio rationalization strategy that allows it to minimize the impact of certain operating disruptions that have been recurrent in Venezuela over the last several years related to difficulties in accessing raw materials due to the delay in obtaining the corresponding import authorizations. In addition, from time to time, Coca-Cola FEMSA experiences operating disruptions due to prolonged negotiations of collective bargaining agreements.

Despite these difficulties, total sales volume increased 8.2% to 241.1 million unit cases in 2014, as compared to 222.9 million unit cases in 2013. The sales volume in the sparkling beverage category grew 8.3%, driven by the strong performance of the Coca-Cola brand, which grew 15.3%. The bottled water business, including bulk water, grew 1.6% mainly driven by the Nevada brand. The still beverage category increased 10.8%, due to the performance of the Del Valle Fresh orangeade and Powerade brand.

In 2014, multiple serving presentations represented 81.9% of total sparkling beverages sales volume in Venezuela, a 100 basis points increase as compared to 2013. In 2014, returnable presentations represented 6.9% of total sparkling beverages sales volume in Venezuela, a 20 basis points increase as compared to 2013.

Total sales volume increased 7.3% to 222.9 million unit cases in 2013, as compared to 207.7 million unit cases in 2012. The sales volume in the sparkling beverage category grew 4.5%, driven by the strong performance of the Coca-Cola brand, which grew 10.0%. The bottled water business, including bulk water, grew 33.2% mainly driven by the Nevada brand. The still beverage category increased 23.5%, due to the performance of the Del Valle Fresh orangeade and Kapo.

In 2013, multiple serving presentations represented 80.9% of total sparkling beverages sales volume in Venezuela, a 100 basis points increase compared to 2012. In 2013, returnable presentations represented 6.8% of total sparkling beverages sales volume in Venezuela, an 80 basis points decrease compared to 2012.

Seasonality

Sales of Coca-Cola FEMSA’s products are seasonal, as its sales levels generally increase during the summer months of each country and during the Christmas holiday season. In Mexico, Central America, Colombia and Venezuela, Coca-Cola FEMSA typically achieves its highest sales during the summer months of April through September as well as during the Christmas holidays in December. In Brazil and Argentina, Coca-Cola FEMSA’s highest sales levels occur during the summer months of October through March and the Christmas holidays in December.

 

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Marketing

Coca-Cola FEMSA, in conjunction with The Coca-Cola Company, has developed a marketing strategy to promote the sale and consumption of its products. Coca-Cola FEMSA relies extensively on advertising, sales promotions and retailer support programs to target the particular preferences of its consumers. Coca-Cola FEMSA’s consolidated marketing expenses in 2014, net of contributions by The Coca-Cola Company, were Ps. 3,488 million. The Coca-Cola Company contributed an additional Ps. 4,118 million in 2014, which mainly includes contributions for coolers, bottles and cases. Through the use of advanced information technology, Coca-Cola FEMSA has collected customer and consumer information that allow it to tailor its marketing strategies to target different types of customers located in each of its territories and to meet the specific needs of the various markets it serves.

Retailer Support Programs. Support programs include providing retailers with point-of-sale display materials and consumer sales promotions, such as contests, sweepstakes and the giveaway of product samples.

Coolers. Coolers play an integral role in Coca-Cola FEMSA’s clients’ plans for success. Increasing both cooler coverage and the number of cooler doors among its retailers is important to ensure that Coca-Cola FEMSA’s wide variety of products are properly displayed, while strengthening its merchandising capacity in the traditional sales channel to significantly improve its point-of-sale execution.

Advertising. Coca-Cola FEMSA advertises in all major communications media. Coca-Cola FEMSA focuses its advertising efforts on increasing brand recognition by consumers and improving its customer relations. National advertising campaigns are designed and proposed by The Coca-Cola Company’s local affiliates in the countries in which Coca-Cola FEMSA operates, with Coca-Cola FEMSA’s input at the local or regional level. Point-of-sale merchandising and advertising efforts are proposed and implemented by Coca-Cola FEMSA, with a focus on increasing its connection with customers and consumers.

Channel Marketing. In order to provide more dynamic and specialized marketing of its products, Coca-Cola FEMSA’s strategy is to classify its markets and develop targeted efforts for each consumer segment or distribution channel. Coca-Cola FEMSA’s principal channels are small retailers, “on-premise” consumption such as restaurants and bars, supermarkets and third party distributors. Presence in these channels entails a comprehensive and detailed analysis of the purchasing patterns and preferences of various groups of beverage consumers in each of the different types of locations or distribution channels. In response to this analysis, Coca-Cola FEMSA tailors its product, price, packaging and distribution strategies to meet the particular needs of and exploit the potential of each channel.

Multi-Segmentation. Coca-Cola FEMSA has implemented a multi-segmentation strategy in all of its markets. These strategies consist of the implementation of different product/price/package portfolios by market cluster or group. These clusters are defined based on consumption occasion, competitive intensity and socio-economic levels, rather than solely on the types of distribution channels.

Client Value Management. Coca-Cola FEMSA continues transforming its commercial models to focus on its customers’ value potential using a value-based segmentation approach to capture the industry’s potential. Coca-Cola FEMSA started the rollout of this new model in its Mexico, Central America, Colombia and Brazil operations in 2009. As of the end of 2014, Coca-Cola FEMSA has covered the totality of the volumes in every operation except for Venezuela (where Coca-Cola FEMSA has partially covered the volumes) and the recently integrated franchises of Companhia Fluminense and Spaipa in Brazil.

Coca-Cola FEMSA believes that the implementation of these strategies described above also enables it to respond to competitive initiatives with channel-specific responses as opposed to market-wide responses. In addition, it allows Coca-Cola FEMSA to be more efficient in the way it goes to market and invests its marketing resources in those segments that could provide a higher return. Coca-Cola FEMSA’s marketing, segmentation and distribution activities are facilitated by its management information systems. Coca-Cola FEMSA has invested significantly in creating these systems, including in hand-held computers to support the gathering of product, consumer and delivery information for most of the sales routes throughout its territories.

 

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Product Sales and Distribution

The following table provides an overview of Coca-Cola FEMSA’s distribution centers and the retailers to which it sells its products:

 

     As of December 31, 2014  
     Mexico and Central America(1)      South  America(2)      Venezuela  

Distribution centers

     176         66         33   

Retailers(3)

     955,383         814,864         181,605   

 

(1) Includes Mexico, Guatemala, Nicaragua, Costa Rica and Panama.

 

(2) Includes Colombia, Brazil and Argentina.

 

(3) Estimated.

Coca-Cola FEMSA continuously evaluates its distribution model in order to fit with the local dynamics of the marketplace and analyze the way it goes to market, recognizing different service needs from its customers, while looking for a more efficient distribution model. As part of this strategy, Coca-Cola FEMSA is rolling out a variety of new distribution models throughout its territories looking for improvements in its distribution network.

Coca-Cola FEMSA uses several sales and distribution models depending on market, geographic conditions and the customer’s profile: (1) the pre-sale system, which separates the sales and delivery functions, permitting trucks to be loaded with the mix of products that retailers have previously ordered, thereby increasing both sales and distribution efficiency, (2) the conventional truck route system, in which the person in charge of the delivery makes immediate sales from inventory available on the truck, (3) a hybrid distribution system, where the same truck carries product available for immediate sale and product previously ordered through the pre-sale system, (4) the telemarketing system, which could be combined with pre-sales visits and (5) sales through third-party wholesalers of Coca-Cola FEMSA’s products.

As part of the pre-sale system, sales personnel also provide merchandising services during retailer visits, which Coca-Cola FEMSA believes enhance the shopper experience at the point of sale. Coca-Cola FEMSA believes that an adequate number of service visits to retailers and frequency of deliveries are essential elements in an effective selling and distribution system for its products.

Coca-Cola FEMSA’s distribution centers range from large warehousing facilities and re-loading centers to small deposit centers. In addition to Coca-Cola FEMSA’s fleet of trucks, Coca-Cola FEMSA distributes its products in certain locations through electric carts and hand-trucks in order to comply with local environmental and traffic regulations. In some of Coca-Cola FEMSA’s territories, it retains third parties to transport its finished products from the bottling plants to the distribution centers.

Mexico. Coca-Cola FEMSA contracts with one of our subsidiaries for the transportation of finished products to its distribution centers from its production facilities. From the distribution centers, Coca-Cola FEMSA then distributes its finished products to retailers through its own fleet of trucks.

In Mexico, Coca-Cola FEMSA sells a majority of its beverages at small retail stores to consumers who may take the beverages for consumption at home or elsewhere. Coca-Cola FEMSA also sells products through the “on-premise” consumption segment, supermarkets and other locations. The “on-premise” consumption segment consists of sales through sidewalk stands, restaurants, bars and various types of dispensing machines as well as sales through point-of-sale programs in stadiums, concert halls, auditoriums and theaters.

Brazil. In Brazil, Coca-Cola FEMSA sold 33% of its total sales volume through modern distribution channels in 2014. Also in Brazil, Coca-Cola FEMSA distributes its finished products to retailers through a combination of its own fleet of trucks and third party distributors, while Coca-Cola FEMSA maintains control over the selling function. In designated zones in Brazil, third-party distributors purchase its products at a discount from the wholesale price and resell the products to retailers.

Territories other than Mexico and Brazil. Coca-Cola FEMSA distributes its finished products to retailers through a combination of its own fleet of trucks and third party distributors. In most of Coca-Cola FEMSA’s territories, an important part of its total sales volume is sold through small retailers, with low supermarket penetration.

 

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Competition

Although Coca-Cola FEMSA believes that its products enjoy wider recognition and greater consumer loyalty than those of its principal competitors, the markets in the territories in which Coca-Cola FEMSA operates are highly competitive. Coca-Cola FEMSA’s principal competitors are local Pepsi bottlers and other bottlers and distributors of national and regional beverage brands. Coca-Cola FEMSA faces increased competition in many of its territories from producers of low price beverages, commonly referred to as “B brands.” A number of Coca-Cola FEMSA’s competitors in Central America, Venezuela, Brazil and Argentina offer beer in addition to sparkling beverages, still beverages, and water, which may enable them to achieve distribution efficiencies.

Price discounting and packaging have joined consumer sales promotions, customer service and non-price retailer incentives as the primary means of competition among bottlers. Coca-Cola FEMSA competes by seeking to offer products at an attractive price in the different segments in its markets and by building on the value of its brands. Coca-Cola FEMSA believes that the introduction of new products and new presentations has been a significant competitive technique that allows it to increase demand for its products, provide different options to consumers and increase new consumption opportunities. See “—Product and Packaging Mix.”

Mexico and Central America. Coca-Cola FEMSA’s principal competitors in Mexico are bottlers of Pepsi products, whose territories overlap but are not co-extensive with its own. Coca-Cola FEMSA competes with Organización Cultiba, S.A.B. de C.V., a joint venture formed by Grupo Embotelladoras Unidas, S.A.B. de C.V., the former Pepsi bottler in central and southeast Mexico, a subsidiary of PepsiCo, and Empresas Polar, S.A., the leading beer distributor and Pepsi bottler in Venezuela. Coca-Cola FEMSA’s main competition in the juice category in Mexico is Grupo Jumex. In the water category, Bonafont, a water brand owned by Grupo Danone, is Coca-Cola FEMSA’s main competition. In addition, Coca-Cola FEMSA competes with Cadbury Schweppes in sparkling beverages and with other national and regional brands in its Mexican territories, as well as “B brand” producers, such as Ajemex, S.A. de C.V. and Consorcio AGA, S.A. de C.V., that offer various presentations of sparkling and still beverages.

In the countries that comprise Coca-Cola FEMSA’s Central America region, its main competitors are Pepsi and Big Cola bottlers. In Guatemala and Nicaragua, Coca-Cola FEMSA competes with a joint venture between AmBev and The Central American Bottler Corporation. In Costa Rica, Coca-Cola FEMSA’s principal competitor is Florida Bebidas S.A., subsidiary of Florida Ice and Farm Co. In Panama, Coca-Cola FEMSA’s main competitor is Cervecería Nacional, S.A. Coca-Cola FEMSA also faces competition from “B brands” offering multiple serving size presentations in some Central American countries.

South America (excluding Venezuela). Coca-Cola FEMSA’s principal competitor in Colombia is Postobón, a well-established local bottler that sells flavored sparkling beverages (under the brands Postobón and Colombiana), some of which have a wide consumption preference, such as manzana Postobón (apple Postobón), which is the second most popular flavor in the Colombian sparkling beverage industry in terms of total sales volume. Postobón also sells Pepsi products. Postobón is a vertically integrated producer, the owners of which hold other significant commercial interests in Colombia. Coca-Cola FEMSA also competes with low-price producers, such as the producers of Big Cola, which principally offer multiple serving size presentations in the sparkling and still beverage industry.

In Brazil, Coca-Cola FEMSA competes against AmBev, a Brazilian company with a portfolio of brands that includes Pepsi, local brands with flavors such as guaraná, and proprietary beer brands. Coca-Cola FEMSA also competes against “B brands” or “Tubainas,” which are small, local producers of low-cost flavored sparkling beverages that represent a significant portion of the sparkling beverage market.

In Argentina, Coca-Cola FEMSA’s main competitor is Buenos Aires Embotellador S.A., or BAESA, a Pepsi bottler, which is owned by Argentina’s principal brewery, Quilmes Industrial S.A., and indirectly controlled by AmBev. In addition, Coca-Cola FEMSA competes with a number of competitors offering generic, low-priced sparkling beverages as well as many other generic products and private label proprietary supermarket brands.

 

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Venezuela. In Venezuela, Coca-Cola FEMSA’s main competitor is Pepsi-Cola Venezuela, C.A., a joint venture formed between PepsiCo and Empresas Polar, S.A., the leading beer distributor in the country. Coca-Cola FEMSA also competes with the producers of Big Cola in part of this country.

Raw Materials

Pursuant to its bottler agreements, Coca-Cola FEMSA is authorized to manufacture, sell and distribute Coca-Cola trademark beverages within specific geographic areas, and Coca-Cola FEMSA is required to purchase in all of its territories for all Coca-Cola trademark beverages concentrate from companies designated by The Coca-Cola Company and sweeteners from companies authorized by The Coca-Cola Company. Concentrate prices for Coca-Cola trademark beverages are determined as a percentage of the weighted average retail price in local currency net of applicable taxes. Although The Coca-Cola Company has the right to unilaterally set the price of concentrates, in practice this percentage has historically been set pursuant to periodic negotiations with The Coca-Cola Company.

In the past, The Coca-Cola Company has increased concentrate prices for Coca-Cola trademark beverages in some of the countries in which Coca-Cola FEMSA operates. In 2014, The Coca-Cola Company informed Coca-Cola FEMSA that it will gradually increase concentrate prices for certain Coca-Cola trademark beverages over a five year period in Costa Rica and Panama beginning in 2014. Based on Coca-Cola FEMSA’s estimates, it currently does not expect these increases to have a material adverse effect on its results of operation. Most recently, The Coca-Cola Company also informed Coca-Cola FEMSA that it will gradually increase concentrate prices for flavored water over a four year period in Mexico beginning in April 2015. The Coca-Cola Company may unilaterally increase concentrate prices again in the future and Coca-Cola FEMSA may not be successful in negotiating or implementing measures to mitigate the negative effect this may have in the prices of its products or its results. See “Item 10. Additional Information—Material Contracts—Material Contracts Relating to Coca-Cola FEMSA—Cooperation Framework with The Coca-Cola Company.”

In addition to concentrate, Coca-Cola FEMSA purchases sweeteners, carbon dioxide, resin and preforms to make plastic bottles, finished plastic and glass bottles, cans, caps and fountain containers, as well as other packaging materials and raw materials. Sweeteners are combined with water to produce basic syrup, which is added to the concentrate as the sweetener for most of Coca-Cola FEMSA’s beverages. Coca-Cola FEMSA’s bottler agreements provide that, with respect to Coca-Cola trademark beverages, these materials may be purchased only from suppliers approved by The Coca-Cola Company, including certain of our affiliates. Prices for packaging materials and HFCS historically have been determined with reference to the U.S. dollar, although the local currency equivalent in a particular country is subject to price volatility in accordance with changes in exchange rates. Coca-Cola FEMSA’s most significant packaging raw material costs arise from the purchase of resin, plastic preforms to make plastic bottles and finished plastic bottles, which Coca-Cola FEMSA obtains from international and local producers. The prices of these materials are related to crude oil prices and global resin supply. In recent years Coca-Cola FEMSA has experienced volatility in the prices we pay for these materials. Across its territories, Coca-Cola FEMSA’s average price for resin in U.S. dollars decreased 4.6% in 2014 as compared to 2013.

Under Coca-Cola FEMSA’s agreements with The Coca-Cola Company, it may use raw or refined sugar or HFCS as sweeteners in its products. Sugar prices in all of the countries in which Coca-Cola FEMSA operates, other than Brazil, are subject to local regulations and other barriers to market entry that cause Coca-Cola FEMSA to pay in excess of international market prices for sugar in certain countries. In recent years, international sugar prices experienced significant volatility. Across Coca-Cola FEMSA’s territories, its average price for sugar in U.S. dollars decreased approximately 1.7% in 2014 as compared to 2013.

Coca-Cola FEMSA categorizes water as a raw material in its business. Coca-Cola FEMSA obtains water for the production of some of its natural spring water products, such as Manantial in Colombia and Crystal in Brazil, from spring water pursuant to concessions granted.

None of the materials or supplies that Coca-Cola FEMSA uses is presently in short supply, although the supply of specific materials could be adversely affected by strikes, weather conditions, governmental controls, national emergency situations, water shortages or the failure to maintain its existing water concessions.

 

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Mexico and Central America. In Mexico, Coca-Cola FEMSA purchases its returnable plastic bottles from Graham Packaging México, S.A. de C.V., known as Graham, which is the exclusive supplier of returnable plastic bottles for The Coca-Cola Company and its bottlers in Mexico. Coca-Cola FEMSA mainly purchases resin from Indorama Ventures Polymers México, S. de R.L. de C.V. (formerly Arteva Specialties, S. de R.L. de C.V.), M. & G. Polímeros México, S.A. de C.V. and DAK Resinas Americas Mexico, S.A. de C.V., which Alpla México, S.A. de C.V., known as Alpla, and Envases Universales de México, S.A.P.I. de C.V. manufacture into non-returnable plastic bottles for Coca-Cola FEMSA.

Coca-Cola FEMSA purchases all its cans from Fábricas de Monterrey, S.A. de C.V. and Envases Universales de México, S.A.P.I. de C.V., through Promotora Mexicana de Embotelladoras, S.A. de C.V., known as PROMESA, a cooperative of Coca-Cola bottlers, in which, as of April 10, 2015, Coca-Cola FEMSA held a 35.0% equity interest. Coca-Cola FEMSA mainly purchases its glass bottles from EXCO Integral Services, S.A. de C.V. (formerly Compañía Vidriera, S.A. de C.V.), FEVISA Industrial, S.A. de C.V., and Glass & Silice, S.A. de C.V.

Coca-Cola FEMSA purchases sugar from, among other suppliers, PIASA and Beta San Miguel, S.A. de C.V., both sugar cane producers in which, as of April 10, 2015, Coca-Cola FEMSA held a 36.3% and 2.7% equity interest, respectively. Coca-Cola FEMSA purchases HFCS from Ingredion México, S.A. de C.V., Almidones Mexicanos, S.A. de C.V. and Cargill de México, S.A. de C.V.

Sugar prices in Mexico are subject to local regulations and other barriers to market entry that cause Coca-Cola FEMSA to pay higher prices than those paid in the international market. As a result, prices in Mexico have no correlation to international market prices. In 2014, sugar prices in Mexico decreased approximately 7.0% as compared to 2013.

In Central America, the majority of Coca-Cola FEMSA’s raw materials such as glass and plastic bottles are purchased from several local suppliers. Coca-Cola FEMSA purchases all of its cans from PROMESA. Sugar is available from suppliers that represent several local producers. In Costa Rica, Coca-Cola FEMSA acquires plastic non-returnable bottles from Alpla C.R. S.A., and in Nicaragua Coca-Cola FEMSA acquires such plastic bottles from Alpla Nicaragua, S.A.

South America (excluding Venezuela). In Colombia, Coca-Cola FEMSA uses sugar as a sweetener in most of its products, which it buys from several domestic sources. Coca-Cola FEMSA purchases plastic bottles from Amcor Rigid Plastics de Colombia, S.A. and Tapón Corona de Colombia S.A. Coca-Cola FEMSA has historically purchased all of its glass bottles from Peldar O-I; however, it has engaged new suppliers and has recently acquired glass bottles from Al Tajir and Frigoglass in both cases from the United Arab Emirates. Coca-Cola FEMSA purchases all of its cans from Crown Colombiana, S.A., which are only available through this local supplier. Grupo Ardila Lulle, owners of Coca-Cola FEMSA’s competitor Postobón, own a minority equity interest in Peldar O-I and Crown Colombiana, S.A.

Sugar is available in Brazil at local market prices, which historically have been similar to international prices. Sugar prices in Brazil decreased approximately 4.1% as compared to 2013. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Commodity Price Risk.” Coca-Cola FEMSA purchases glass bottles, plastic bottles and cans from several domestic and international suppliers.

In Argentina, Coca-Cola FEMSA mainly uses HFCS that it purchases from several different local suppliers as a sweetener in its products. Coca-Cola FEMSA purchases glass bottles, plastic cases and other raw materials from several domestic sources. Coca-Cola FEMSA purchases plastic preforms, as well as returnable plastic bottles, at competitive prices from Andina Empaques S.A., a local subsidiary of Embotelladora Andina S.A., a Coca-Cola bottler with operations in Chile, Argentina, Brazil and Paraguay, and other local suppliers. Coca-Cola FEMSA also acquires plastic preforms from Alpla Avellaneda, S.A. and other suppliers.

Venezuela. In Venezuela, Coca-Cola FEMSA uses sugar as a sweetener in most of its products, which it purchase mainly from the local market. Since 2003, from time to time, Coca-Cola FEMSA has experienced a sugar shortage due to lower domestic production and the inability of the predominant sugar importers to obtain permission to import in a timely manner. While sugar distribution to the food and beverages industry and to retailers is controlled by the government, Coca-Cola FEMSA did not experience any disruptions during 2014 with respect to access to sufficient sugar supply.

 

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However, we cannot assure you that Coca-Cola FEMSA will not experience disruptions in its ability to meet its sugar requirements in the future should the Venezuelan government impose restrictive measures. Coca-Cola FEMSA buys glass bottles from one local supplier, Productos de Vidrio, S.A., the only supplier authorized by The Coca-Cola Company. Coca-Cola FEMSA acquires most of its plastic non-returnable bottles from Alpla de Venezuela, S.A. and most of its aluminum cans from a local producer, Dominguez Continental, C.A.

Under current regulations promulgated by the Venezuelan authorities, Coca-Cola FEMSA’s ability and that of its suppliers to import some of the raw materials and other supplies used in its production could be limited, and access to the official exchange rate for these items, including, among others, concentrate, resin, aluminum, plastic caps, distribution trucks and vehicles is only achieved by obtaining proper approvals from the relevant authorities.

FEMSA Comercio

Overview and Background

FEMSA Comercio operates the largest chain of small-format stores in Mexico, measured in terms of number of stores as of December 31, 2014, mainly under the trade name OXXO. As of December 31, 2014, FEMSA Comercio operated 12,853 OXXO stores, of which 12,812 are located throughout the country, with a particularly strong presence in the northern part of Mexico, and the remaining 41 stores are located in Bogotá, Colombia.

FEMSA Comercio was established by FEMSA in 1978 when two OXXO stores were opened in Monterrey, one store in Mexico City and another store in Guadalajara. The motivating factor behind FEMSA’s entrance into the retail industry was to enhance beer sales through company-owned retail outlets as well as to gather information on customer preferences. In 2014, a typical OXXO store carried 2,744 different store keeping units (SKUs) in 31 main product categories.

In recent years, FEMSA Comercio has represented an effective distribution channel for our beverage products, as well as a rapidly growing point of contact with our consumers. Based on the belief that location plays a major role in the long-term success of a retail operation such as a small-format store, as well as a role in our continually improving ability to accelerate and streamline the new-store development process, FEMSA Comercio has focused on a strategy of rapid, profitable growth. FEMSA Comercio opened 1,040, 1,120 and 1,132 net new OXXO stores in 2012, 2013 and 2014, respectively. The accelerated expansion in the number of OXXO stores yielded total revenue growth of 12.4% to reach Ps. 109,624 million in 2014. OXXO same-store sales increased an average of 2.7%, driven by an increased average customer ticket without any change in same-store traffic. FEMSA Comercio performed approximately 3.4 billion transactions in 2014 compared to 3.2 billion transactions in 2013.

Business Strategy

A fundamental element of FEMSA Comercio’s business strategy is to utilize its position in the small-format store market to grow in a cost-effective and profitable manner. As a market leader in small-format store retailing, based on internal company surveys, management believes that FEMSA Comercio has an in-depth understanding of its markets and significant expertise in operating a national store chain. FEMSA Comercio intends to continue increasing its store base while capitalizing on the market knowledge gained at existing stores.

FEMSA Comercio has developed proprietary models to assist in identifying appropriate store locations, store formats and product categories. Its model utilizes location-specific demographic data and FEMSA Comercio’s experience in similar locations to fine tune the store format and product offerings to the target market. Market segmentation is becoming an important strategic tool, and it should increasingly allow FEMSA Comercio to improve the operating efficiency of each location and the overall profitability of the chain.

FEMSA Comercio has made and will continue to make significant investments in IT to improve its ability to capture customer information from its existing OXXO stores and to improve its overall operating performance. The majority of products carried through OXXO stores are bar-coded, and all OXXO stores are equipped with point-of-sale systems that are integrated into a company-wide computer network. To implement revenue management strategies, FEMSA Comercio created a division in charge of product category management for products, such as beverages, fast food and perishables, to enhance and better utilize its consumer information base and market intelligence capabilities.

 

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FEMSA Comercio utilizes a technology platform supported by an enterprise resource planning (ERP) system, as well as other technological solutions such as merchandising and point-of-sale systems, which will allow FEMSA Comercio to continue redesigning its key operating processes and enhance the usefulness of its market information going forward. In addition, FEMSA Comercio has expanded its operations by opening 3 new OXXO stores in Bogotá, Colombia in 2014.

FEMSA Comercio has adopted innovative promotional strategies in order to increase store traffic and sales. In particular, FEMSA Comercio sells high-frequency items such as beverages, snacks and cigarettes at competitive prices. FEMSA Comercio’s ability to implement this strategy profitably is partly attributable to the size of the OXXO stores chain, as FEMSA Comercio is able to work together with its suppliers to implement their revenue-management strategies through differentiated promotions. OXXO stores’ national and local marketing and promotional strategies are an effective revenue driver and a means of reaching new segments of the population while strengthening the OXXO brand. For example, the organization has refined its expertise in executing cross promotions (discounts on multi-packs or sales of complementary products at a special price) and targeted promotions to attract new customer segments, such as housewives, by expanding the offerings in the grocery product category in certain stores. FEMSA Comercio is also strengthening its capabilities to increasingly provide consumers with services such as utility bill payment and other basic transactions.

Store Locations

With 12,812 OXXO stores in Mexico and 41 OXXO stores in Colombia as of December 31, 2014, FEMSA Comercio operates the largest small-format store chain in Latin America measured by number of stores. OXXO stores are concentrated in the northern part of Mexico, but also have a growing presence in the rest of the country.

OXXO Stores

Regional Allocation in Mexico and Latin America(*)

as of December 31, 2014

 

LOGO

 

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FEMSA Comercio has aggressively expanded its number of OXXO stores over the past several years. The average investment required to open a new OXXO store varies, depending on location and format and whether the store is opened in an existing retail location or requires construction of a new store. FEMSA Comercio is generally able to use supplier credit to fund the initial inventory of new OXXO stores.

OXXO Stores

Total Growth

 

     Year Ended December 31,  
     2014     2013     2012     2011     2010  

Total OXXO stores

     12,853        11,721        10,601        9,561        8,426   

Store growth (% change over previous year)

     9.7     10.6     10.9     13.5     14.9

FEMSA Comercio currently expects to continue the OXXO stores growth trend established over the past several years by emphasizing growth in areas of high economic potential in existing markets and by expanding in underserved and unexploited markets. Management believes that the southeast part of Mexico is particularly underserved by the small-format store industry.

The identification of locations and pre-opening planning in order to optimize the results of new OXXO stores are important elements in FEMSA Comercio’s growth plan. FEMSA Comercio continuously reviews store performance against certain operating and financial benchmarks to optimize the overall performance of the chain. OXXO stores unable to maintain benchmark standards are generally closed. Between December 31, 2010 and 2014, the total number of OXXO stores increased by 4,427, which resulted from the opening of 4,573 new stores and the closing of 146 existing stores.

Competition

FEMSA Comercio, mainly through OXXO stores, competes in the overall retail market, which we believe is highly competitive. OXXO stores face competition from small-format stores like 7-Eleven, Super Extra, Super City, Círculo K stores and other numerous chains of retailers across Mexico, from other regional small-format retailers to small informal neighborhood stores. OXXO competes both for consumers and for new locations for stores and the managers to operate those stores. FEMSA Comercio operates in the 32 Mexican states and has much broader geographical coverage than any of its competitors in Mexico.

Market and Store Characteristics

Market Characteristics

FEMSA Comercio is placing increased emphasis on market segmentation and differentiation of store formats to more appropriately serve the needs of customers on a location-by-location basis. The principal segments include residential neighborhoods, commercial and office locations and stores near schools and universities, along with other types of specialized locations.

Approximately 64.3% of OXXO stores’ customers are between the ages of 15 and 35. FEMSA Comercio also segments the market according to demographic criteria, including income level.

OXXO Store Characteristics

The average size of an OXXO store is approximately 104 square meters of selling space, excluding space dedicated to refrigeration, storage or parking. The average constructed area of a store is approximately 187 square meters and, when parking areas are included, the average store size is approximately 421 square meters.

 

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FEMSA Comercio—Operating Indicators

 

     Year Ended December 31,  
     2014     2013     2012     2011     2010  
     (percentage increase compared to
previous year)
 

Total FEMSA Comercio revenues

     12.4     12.9     16.6     19.0     16.3

OXXO same-store sales(1)

     2.7     2.4     7.7     9.2     5.2

 

(1) Same-store sales growth is calculated by comparing the sales of stores for each year that have been in operation for more than 12 months with the sales of those same stores during the previous year.

Beer, cigarettes, soft drinks and other beverages and snacks represent the main product categories for OXXO stores. FEMSA Comercio has a distribution agreement with Cuauhtémoc Moctezuma (which is now part of the Heineken Group). As a result of this agreement, OXXO stores only carry beer brands produced and distributed by Cuauhtémoc Moctezuma. OXXO stores will continue to benefit from the existing relationship under which Cuauhtémoc Moctezuma will continue to be the exclusive supplier of beer to OXXO until June 2020.

Approximately 59% of OXXO stores are operated by independent managers responsible for all aspects of store operations. The managers are commission agents and are not employees of FEMSA Comercio. Each store manager is the legal employer of the store’s staff, which typically numbers six people per store. FEMSA Comercio continually invests in on-site operating personnel, with the objective of promoting loyalty, customer service and low personnel turnover in the stores.

Advertising and Promotion

FEMSA Comercio’s marketing efforts for OXXO stores include both specific product promotions and image advertising campaigns. These strategies seek to increase store traffic and sales, and to reinforce the OXXO name and market position.

FEMSA Comercio manages its advertising for OXXO stores on three levels depending on the nature and scope of the specific campaign: local or store-specific, regional and national. Store-specific and regional campaigns are closely monitored to ensure consistency with the overall corporate image of OXXO stores and to avoid conflicts with national campaigns. FEMSA Comercio primarily uses point of purchase materials, flyers, handbills and print and radio media for promotional campaigns, although television is used occasionally for the introduction of new products and services. The OXXO store chain’s image and brand name are presented consistently across all stores, irrespective of location.

Inventory and Purchasing

FEMSA Comercio has placed considerable emphasis on improving operating performance. As part of these efforts, FEMSA Comercio continues to invest in extensive information management systems to improve inventory management. Electronic data collection has enabled FEMSA Comercio to reduce average inventory levels. Inventory replenishment decisions are carried out on a store-by-store basis.

Management believes that the OXXO store chain’s scale of operations provides FEMSA Comercio with a competitive advantage in its ability to realize strategic alliances with suppliers. General category offerings are determined on a national level, although purchasing decisions are implemented on a local, regional or national level, depending on the nature of the product category. Given the fragmented nature of the retail industry in Mexico in general, Mexican producers of beer, soft drinks, bread, dairy products, snacks, cigarettes and other high-frequency products have established proprietary distribution systems with extensive direct distribution routes. As a result, approximately 53% of the OXXO store chain’s total sales consist of products that are delivered directly to the stores by suppliers. Other products with longer shelf lives are distributed to stores by FEMSA Comercio’s distribution system, which includes 16 regional warehouses located in Monterrey, Guadalajara, Mexicali, Mérida, León, Obregón, Puebla, Queretaro, Chihuahua, Reynosa, Saltillo, Tijuana, Toluca, Villahermosa and two in Mexico City. The distribution centers operate a fleet of approximately 792 trucks that make deliveries to each store approximately twice per week.

 

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Seasonality

OXXO stores experience periods of high demand in December, as a result of the holidays, and in July and August, as a result of increased consumption of beer and soft drinks during the hot summer months. The months of November and February are generally the weakest sales months for OXXO stores. In general, colder weather during these months reduces store traffic and consumption of cold beverages.

Entry into Drugstore Market

During 2013, FEMSA Comercio entered the drugstore market in Mexico through two transactions. FEMSA Comercio through CCF, closed the acquisition of Farmacias YZA, a leading drugstore operator in Southeast Mexico, headquartered in Merida, Yucatan. The founding shareholders of Farmacias YZA hold a 25% stake in CCF. Following this transaction, on May 13, 2013, CCF acquired Farmacias Moderna, a leading drugstore operator in the western state of Sinaloa.

In December 2014, FEMSA Comercio through CCF agreed to acquire 100% of Farmacias Farmacón, a a regional pharmacy chain consisting of 213 stores in the northwestern Mexican states of Sinaloa, Sonora, Baja California and Baja California Sur. With this transaction, FEMSA Comercio will reach a total of approximately 803 pharmacy stores. The transaction is pending customary regulatory approvals, and is expected to close during the second quarter of 2015.

The rationale for entering this new market is anchored on our belief that FEMSA Comercio has developed certain capabilities and skills that should be applicable and useful in the operation of other small retail formats. These capabilities include site selection, logistics, business processes, human resources, inventory and supplier management. The drugstore market in Mexico is very fragmented and FEMSA Comercio believes it is well equipped to create value by entering this market and pursuing a growth strategy that maximizes the opportunity.

Entry into Quick Service Restaurant Market

Following the same rationale that its capabilities and skills are well suited to different types of small-format retail, during 2013 FEMSA Comercio also entered the quick service restaurant market in Mexico through the 80% acquisition of Doña Tota. This is a leading regional chain specializing in Mexican food with a particularly strong presence in the northeast of the country. This acquisition presented FEMSA Comercio with the opportunity to grow Doña Tota’s stand-alone store base across the country, while also offering the benefit of advancing FEMSA Comercio’s prepared food capabilities and expertise.

Gas Station Market

Since 1995, FEMSA Comercio has been providing services and assets for the operation of gasoline service stations through agreements with third parties that own Petroleos Mexicanos (PEMEX) franchises, using the commercial brand OXXO Gas. As of December 31, 2014 there were 227 OXXO Gas stations, most of them adjacent to OXXO stores.

Mexican legislation has historically precluded FEMSA Comercio from participating in the retail sale of gasoline and therefore precluded ownership of PEMEX franchises, given our foreign institutional investor base. In response to recent changes in this legislation, FEMSA Comercio has agreed to acquire the related PEMEX franchises from the aforementioned third parties and plans to lease, acquire or open more gasoline service stations in the future.

Other Stores

FEMSA Comercio also operates other small-format stores, which include soft discount stores with a focus on perishables and liquor stores.

 

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Equity Investment in the Heineken Group

As of December 31, 2014, FEMSA owned a non-controlling interest in the Heineken Group, one of the world’s leading brewers. As of December 31, 2014, our 20% economic interest in the Heineken Group was comprised of 43,018,320 shares of Heineken Holding N.V. and 72,182,203 shares of Heineken N.V. For 2014, FEMSA recognized equity income of Ps. 5,244 million regarding its 20% economic interest in the Heineken Group; see Note 10 to our audited consolidated financial statements.

As described above, FEMSA Comercio has a distribution agreement with Cuauhtémoc Moctezuma (which is now a part of the Heineken Group) pursuant to which OXXO stores only carry beer brands produced and distributed by Cuauhtémoc Moctezuma. OXXO stores will continue to benefit from the existing relationship under which Cuauhtémoc Moctezuma will continue to be the exclusive supplier of beer to OXXO until June 2020. As of April 30, 2010, Coca-Cola FEMSA has agreed with Cervejarias Kaiser (also now part of the Heineken Group) to continue to distribute and sell the Kaiser beer portfolio in Coca-Cola FEMSA’s Brazilian territories for a 20-year term beginning in 2003, consistent with the arrangement already in place. In addition, our logistic services subsidiary provides certain services to Cuauhtémoc Moctezuma and its subsidiaries.

Other Business

Our other business consists of the following smaller operations that support our core operations:

 

   

Our logistics services subsidiary provides a broad range of logistics and vehicle maintenance services to Coca-Cola FEMSA, FEMSA Comercio and third-party clients in the beverages, consumer products and retail industries. It has operations in Mexico, Brazil, Colombia, Panama, Costa Rica, Nicaragua and Perú.

 

   

Our refrigeration business produces vertical and horizontal commercial refrigerators for the soft drink, beer and food industries, with an annual capacity of 535,800 units at December 31, 2014. In 2014, this business sold 418,064 refrigeration units, 30% of which were sold to Coca-Cola FEMSA, and the remainder of which were sold to third parties.

 

   

Our corporate services subsidiary employs our corporate staff, including the personnel managing the areas of finance, corporate accounting, taxation, legal, financial and strategic planning, human resources, corporate affairs and internal audit. Through this subsidiary, we direct, control, supervise and review the operations of our sub-holding companies. As of December 31, 2014, FEMSA Comercio and our other business subsidiaries pay management fees for the services provided to them. In addition, Coca-Cola FEMSA has entered into a services agreement pursuant to which it pays for specific services.

Description of Property, Plant and Equipment

As of December 31, 2014, we owned all of our manufacturing facilities and substantially all of our warehouses and distribution centers. Our properties primarily consisted of production and distribution facilities for our soft drink operations and office space. In addition, FEMSA Comercio owns approximately 11.2% of the OXXO store locations, while the other stores are located in properties that are rented under long-term lease arrangements with third parties.

 

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The table below summarizes by country the installed capacity and percentage utilization of Coca-Cola FEMSA’s production facilities:

Bottling Facility Summary

As of December 31, 2014

 

Country

   Installed Capacity
(thousands of unit cases)
     Utilization(1)
(%)
 

Mexico

     2,939,936         58

Guatemala

     45,500         69

Nicaragua

     67,700         68

Costa Rica

     81,200         56

Panama

     56,700         57

Colombia

     532,616         56

Venezuela

     275,542         86

Brazil

     1,044,932         67

Argentina

     340,397         65

 

(1) Annualized rate.

The table below summarizes by country the location and facility area of each of Coca-Cola FEMSA’s production facilities.

Bottling Facility by Location

As of December 31, 2014

 

Country

  

Plant

   Facility Area  
          (thousands
of sq. meters)
 

Mexico

   San Cristóbal de las Casas, Chiapas      45   
   Cuautitlán, Estado de México      35   
   Los Reyes la Paz, Estado de México      50   
   Toluca, Estado de México      317   
   León, Guanajuato      124   
   Morelia, Michoacán      50   
   Ixtacomitán, Tabasco      117   
   Apizaco, Tlaxcala      80   
   Coatepec, Veracruz      142   
   La Pureza Altamira, Tamaulipas      300   
   Poza Rica, Veracruz      42   
   Pacífico, Estado de México      89   
   Cuernavaca, Morelos      37   
   Toluca, Estado de México (Ojuelos)      41   
   San Juan del Río, Querétaro      84   
   Querétaro, Querétaro      80   
   Cayaco, Acapulco      104   

Guatemala

   Guatemala City      46   

Nicaragua

   Managua      54   

Costa Rica

   Calle Blancos, San José      52   
   Coronado, San José      14   

Panama

   Panama City      29   

Colombia

   Barranquilla      37   
   Bogotá, DC      105   
   Bucaramanga      26   
   Cali      76   
   Manantial, Cundinamarca      67   
   Tocancipá      298   
   Medellín      47   

 

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Country

  

Plant

   Facility Area  
          (thousands
of sq. meters)
 

Venezuela

   Antímano      15   
   Barcelona      141   
   Maracaibo      68   
   Valencia      100   

Brazil

   Campo Grande      36   
   Jundiaí      191   
   Mogi das Cruzes      119   
   Belo Horizonte      73   
   Porto Real      108   
   Maringá      160   
   Marilia      159   
   Curitiba      119   
   Baurú      39   
   Itabirito      320   

Argentina

   Alcorta, Buenos Aires      73   
   Monte Grande, Buenos Aires      32   

Insurance

We maintain an “all risk” insurance policy covering our properties (owned and leased), machinery and equipment and inventories as well as losses due to business interruptions. The policy covers damages caused by natural disaster, including hurricane, hail, earthquake and damages caused by human acts, including explosion, fire, vandalism and riot. We also maintain a freight transport insurance policy that covers damages to goods in transit. In addition, we maintain a liability insurance policy that covers product liability. We purchase our insurance coverage through an insurance broker. In 2014, the policies for “all risk” property insurance, freight transport insurance and liability insurance were issued by ACE Seguros, S.A. Our “all risk” coverage was partially reinsured in the international reinsurance market. We believe that our coverage is consistent with the coverage maintained by similar companies.

Capital Expenditures and Divestitures

Our consolidated capital expenditures, net of disposals, for the years ended December 31, 2014, 2013 and 2012 were Ps. 18,163 million, Ps. 17,882 million and Ps. 15,560 million respectively, and were for the most part financed from cash from operations generated by our subsidiaries. These amounts were invested in the following manner:

 

     Year Ended December 31,  
     2014      2013      2012  
     (In millions of Mexican pesos)  

Coca-Cola FEMSA

     Ps. 11,313         Ps. 11,703         Ps. 10,259   

FEMSA Comercio

     5,191         5,683         4,707   

Other

     1,659         496         594   
  

 

 

    

 

 

    

 

 

 

Total

     Ps. 18,163         Ps. 17,882         Ps. 15,560   

Coca-Cola FEMSA

In 2014, Coca-Cola FEMSA focused its capital expenditures on investments in (1) increasing production capacity, (2) placing coolers with retailers, (3) returnable bottles and cases, (4) improving the efficiency of its distribution infrastructure and (5) information technology. Through these measures, Coca-Cola FEMSA strives to improve its profit margins and overall profitability.

 

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FEMSA Comercio

FEMSA Comercio’s principal investment activity is the construction and opening of new stores. During 2014, FEMSA Comercio opened 1,132 net new OXXO stores. FEMSA Comercio invested Ps. 5,191 million in 2014 in the addition of new stores, warehouses and improvements to leased properties.

Regulatory Matters

Antitrust Legislation

The Ley Federal de Competencia Económica (Federal Antitrust Law) became effective on June 22, 1993, regulating monopolistic practices and requiring Mexican government approval of certain mergers and acquisitions. The Federal Antitrust Law subjects the activities of certain Mexican companies, including us, to regulatory scrutiny.

In June 2013, following a comprehensive reform to the Mexican Constitution, a new antitrust authority with autonomy was created: the Federal Antitrust Commission (Comisión Federal de Competencia Económica, or the CFCE). As a result of these amendments, new antitrust and telecommunications specialized courts were created and commenced hearing cases in August 2013. In July 2014, a new Federal Antitrust Law came into effect based on the amended constitutional provisions.

These amendments granted more power to the CFCE, including the ability to regulate essential facilities, order the divestment of assets and eliminate barriers to competition, set higher fines for violations of the Federal Antitrust Law, implement important changes to rules governing mergers and anti-competitive behavior and limit the availability of legal defenses against the application of the law. Management believes that we are currently in compliance in all material respects with Mexican antitrust legislation.

In Mexico and in some of the other countries in which we operate, we are involved in different ongoing competition related proceedings. We believe that the outcome of these proceedings will not have a material adverse effect on our financial position or results. See “Item 8. Financial Information—Legal Proceedings—Coca-Cola FEMSA.”

Price Controls

Voluntary price restraints or statutory price controls have been imposed historically in several of the countries in which Coca-Cola FEMSA operates. Currently, there are no price controls on Coca-Cola FEMSA’s products in any of the territories in which it has operations, except for those in Argentina, where authorities directly supervise five products sold through supermarkets as a measure to control inflation, and Venezuela, where the government has imposed price controls on certain products, including bottled water. In addition, in January 2014, the Venezuelan government passed the Fair Prices Law (Ley Orgánica de Precios Justos), which was amended in November 2014 mainly to increase applicable fines and penalties. This law substitutes both the Access to Goods and Services Defense Law (Ley para la Defensa y Acceso a las Personas a los Bienes y Servicios) and the Fair Costs and Prices Law (Ley de Costos y Precios Justos), which have both been repealed. The purpose of this law is to establish regulations and administrative processes to impose a limit on profits earned on the sale of goods, including our products, seeking to maintain price stability of, and equal access to, goods and services. This law imposes an obligation to manufacturing companies to label products with the fair or maximum sales’ price for each product. Coca-Cola FEMSA is currently in the process of implementing the necessary procedures and expects to be in compliance with this requirement by the imposed deadline. This law also creates the National Office of Costs and Prices which main role is to oversee price controls and set maximum retail prices on certain consumer goods and services. We cannot assure you that Coca-Cola FEMSA will be in compliance at all times with these laws based on changes, market dynamics in these two countries and the lack of clarity of certain basic aspects of the applicable law in Venezuela. Any such changes and potential violations may have an adverse impact on Coca-Cola FEMSA. See “Item 3. Key Information—Risk Factors—Regulatory developments may adversely affect Coca-Cola FEMSA’s business.”

 

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Mexican Tax Reform

In December of 2013, the Mexican government enacted a package of tax reforms (the “2014 Tax Reform”) which includes several significant changes to tax laws, discussed in further detail below, that entered into effect on January 1, 2014. The most significant changes are as follows:

 

   

The introduction of a new withholding tax at the rate of 10% for dividends and/or distributions of earnings generated in 2014 and beyond;

 

   

The elimination of the exemption on gains from the sale of shares through a stock exchange recognized under applicable Mexican tax law. The gain will be taxable at the rate of 10% and will be paid by the shareholder based on the information provided by the financial intermediary. Transferors that are residents of a country with which Mexico has entered into a tax treaty for the avoidance of double taxation will be exempt. See “Item 10. Additional Information—Taxation—Mexican Taxation.”

 

   

A fee of one Mexican peso per liter on the sale and import of flavored beverages with added sugar, and an excise tax of 8% on food with caloric content equal to, or greater than 275 kilocalories per 100 grams of product;

 

   

The prior 11% value added tax (VAT) rate that applied to transaction in the border region was raised to 16%, matching the general VAT rate applicable in the rest of Mexico;

 

   

The elimination of the tax on cash deposits (IDE) and the business flat tax (IETU);

 

   

Deductions on exempt payroll items for workers are limited to 53%;

 

   

The income tax rate in 2013 and 2012 was 30%. Scheduled decreases to the income tax rate that would have reduced the rate to 29% in 2014 and 28% in 2015 and thereafter, were canceled in connection with the 2014 Tax Reform;

 

   

The repeal of the existing tax consolidation regime, which is effective as of January 1, 2014, modified the payment term of a tax on assets payable of Ps. 180, which will be paid over the following 5 years instead of an indefinite term; and

 

   

The introduction of a new optional tax integration regime (a modified form of tax consolidation), which replaces the previous tax consolidation regime. The new optional tax integration regime requires an equity ownership of at least 80% for qualifying subsidiaries and would allow us to defer the annual tax payment of our profitable participating subsidiaries for a period equivalent to 3 years to the extent their individual tax expense exceeds the integrated tax expense of the Company.

Similar to other affected entities in the industry, Coca-Cola FEMSA has filed constitutional challenges (amparo) against the new special tax referred to above on the production, sale and importation of beverages with added sugar and HFCS. Coca-Cola FEMSA cannot ensure that these measures will have the desired effect or that Coca-Cola FEMSA will prevail in its constitutional challenge.

Other Recent Tax Reforms

On January 1, 2015, a general tax reform became effective in Colombia. This reform included the imposition of a new temporary tax on net equity through 2017 to Colombian residents and non-residents who own property in Colombia directly or indirectly through branches or permanent establishments. The relevant taxable base will be determined annually based on a formula. For net equity that exceeds 5.0 billion Colombian pesos (approximately US$ 2.1 million) the rate will be 1.15% in 2015, 1.00% in 2016 and 0.40% in 2017. In addition, the tax reform in Colombia imposed that the supplementary income tax at a rate of 9% as contributions to social programs, which was previously scheduled to decrease to 8% by 2015, will remain indefinitely. Additionally, this tax reform included the imposition of a temporary contribution to social programs at a rate of 5%, 6%, 8% and 9% for the years 2015, 2016, 2017 and 2018, respectively. Finally, this reform establishes an income tax deduction of 2% of value-added tax paid in the acquisition or import of hard assets, such as tangible and amortizable assets that are not sold or transferred in the ordinary course of business and that are used for the production of goods or services.

 

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In Guatemala, the income tax rate for 2014 was 28% and it decreased for 2015 to 25%, as scheduled.

On November 18, 2014, a tax reform became effective in Venezuela. This reform included changes on how the carrying value of operating losses is reported. The reform established that operating losses carried forward year over year (but limited to three fiscal years) may not exceed 25% of the taxable income in the relevant period. The reform also eliminated the possibility to carry over losses relating to inflationary adjustments and included changes that grant Venezuelan tax authorities broader powers and authority in connection with their ability to enact administrative rulings related to income tax withholding and to collect taxes and increase fines and penalties for tax-related violations, including the ability to confiscate assets without a court order.

Taxation of Beverages

All the countries in which Coca-Cola FEMSA operates, except for Panama, impose a value-added tax on the sale of sparkling beverages, with a rate of 16% in Mexico, 12% in Guatemala, 15% in Nicaragua, 16.2% in Costa Rica, 16% in Colombia (applied only to the first sale in the supply chain), 12% in Venezuela, 21% in Argentina, and in Brazil 17% in the states of Mato Grosso do Sul and Goiás and 18% in the states of São Paulo, Minas Gerais, Paraná and Rio de Janeiro. The state of Rio de Janeiro also charges an additional 1% as a contribution to a poverty eradication fund. In Brazil the value-added tax is grossed-up and added, along with federal sales tax, at the taxable basis. In addition, Coca-Cola FEMSA is responsible for charging and collecting the value-added tax from each of its retailers in Brazil, based on average retail prices for each state where it operates, defined primarily through a survey conducted by the government of each state, which in 2014 represented an average taxation of approximately 9.4% over net sales.

In addition, several of the countries in which Coca-Cola FEMSA operates impose the following excise or other taxes:

 

   

Mexico imposes an excise tax of Ps. 1.00 per liter on the production, sale and importation of beverages with added sugar and HFCS as of January 1, 2014. This tax is applied only to the first sale and Coca-Cola FEMSA is responsible for charging and collecting this excise tax.

 

   

Guatemala imposes an excise tax of 0.18 cents in local currency (Ps. 0.3489 as of December 31, 2014) per liter of sparkling beverage.

 

   

Costa Rica imposes a specific tax on non-alcoholic bottled beverages based on the combination of packaging and flavor, currently assessed at 18.35 colones (Ps. 0.4955 as of December 31, 2014) per 250 ml, and an excise tax currently assessed at 6.373 colones (approximately Ps. 0.174 as of December 31, 2014) per 250 ml.

 

   

Nicaragua imposes a 9.0% tax on consumption, and municipalities impose a 1.0% tax on our Nicaraguan gross income.

 

   

Panama imposes a 5.0% tax based on the cost of goods produced and a 10.0% selective consumption tax on syrups, powders and concentrate.

 

   

Argentina imposes an excise tax of 8.7% on sparkling beverages containing less than 5.0% lemon juice or less than 10.0% fruit juice, and an excise tax of 4.2% on sparkling water and flavored sparkling beverages with 10.0% or more fruit juice, although this excise tax is not applicable to some of Coca-Cola FEMSA’s products.

 

   

Brazil assesses an average production tax of approximately 4.8% and an average sales tax of approximately 8.8% over net sales. These taxes are fixed by the federal government based on national average retail prices obtained through surveys. The national average retail price of each product and presentation is multiplied by a fixed rate combined with specific multipliers for each presentation, to obtain a fixed tax per liter, per product and presentation. These taxes are applied only to the first sale and Coca-Cola FEMSA is responsible for charging and collecting these taxes from each of its retailers. Beginning on May 1, 2015, these federal taxes will be applied based on the price sold, as detailed in Coca-Cola FEMSA’s invoices, instead of an average retail price combined with a fixed tax rate and multiplier per presentation. Based on this new calculation, Coca-Cola FEMSA expects production tax will range between 3.2% and 4.0% and sales tax will range between 8.3% and 11.7%.

 

   

Colombia’s municipalities impose a sales tax that varies between 0.35% and 1.2% of net sales.

 

   

Venezuela’s municipalities impose a variable excise tax applied only to the first sale that varies between 0.6% and 2.5% of net sales.

 

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Environmental Matters

In all of our territories, our operations are subject to federal and state laws and regulations relating to the protection of the environment.

Mexico

The Mexican federal authority in charge of overseeing compliance with the federal environmental laws is the Secretaria del Medio Ambiente y Recursos Naturales or Secretary of Environment and Natural Resources, which we refer to as “SEMARNAT”. An agency of SEMARNAT, the Procuraduría Federal de Protección al Ambiente or Federal Environmental Protection Agency, which we refer to as “PROFEPA”, has the authority to enforce the Mexican federal environmental laws. As part of its enforcement powers, PROFEPA can bring administrative, civil and criminal proceedings against companies and individuals that violate environmental laws, regulations and Mexican Official Standards and has the authority to impose a variety of sanctions. These sanctions may include, among other things, monetary fines, revocation of authorizations, concessions, licenses, permits or registrations, administrative arrests, seizure of contaminating equipment, and in certain cases, temporary or permanent closure of facilities. Additionally, as part of its inspection authority, PROFEPA is entitled to periodically inspect the facilities of companies whose activities are regulated by the Mexican environmental legislation and verify compliance therewith. Furthermore, in special situations or certain areas where federal jurisdiction is not applicable or appropriate, the state and municipal authorities can administer and enforce certain environmental regulations of their respective jurisdictions.

In Mexico, the principal legislation relating to environmental matters is the Ley General de Equilibrio Ecológico y Protección al Ambiente (Federal General Law for Ecological Equilibrium and Environmental Protection, or the Mexican Environmental Law) and the Ley General para la Prevención y Gestión Integral de los Residuos (General Law for the Prevention and Integral Management of Waste). Under the Mexican Environmental Law, rules have been promulgated concerning water, air and noise pollution and hazardous substances. In particular, Mexican environmental laws and regulations require that we file periodic reports with respect to air and water emissions and hazardous wastes and set forth standards for waste water discharge that apply to our operations. We are also subject to certain minimal restrictions on the operation of delivery trucks in Mexico City. We have implemented several programs designed to facilitate compliance with air, waste, noise and energy standards established by current Mexican federal and state environmental laws, including a program that installs catalytic converters and liquid petroleum gas in delivery trucks for our operations in Mexico City.

In addition, we are subject to the Ley de Aguas Nacionales de 1992 (as amended, the 1992 Water Law), enforced by the Comisión Nacional del Agua (National Water Commission). Adopted in December 1992, and amended in 2004, the 1992 Water Law provides that plants located in Mexico that use deep water wells to supply their water requirements must pay a fee to the local governments for the discharge of residual waste water to drainage. Pursuant to this law, certain local authorities test the quality of the waste water discharge and charge plants an additional fee for measurements that exceed certain standards published by the National Water Commission. In the case of non-compliance with the law, penalties, including closures, may be imposed. All of Coca-Cola FEMSA’s bottling plants located in Mexico have met these standards. In addition, Coca-Cola FEMSA’s plants in Apizaco and San Cristóbal are certified with ISO 14001.

 

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In Coca-Cola FEMSA’s Mexican operations, it established a partnership with The Coca-Cola Company and ALPLA, a supplier of plastic bottles to Coca-Cola FEMSA in Mexico, to create Industria Mexicana de Reciclaje (IMER), a PET recycling facility located in Toluca, Mexico. This facility started operations in 2005 and has a recycling capacity of approximately 25,000 metric tons per year from which 15,000 metric tons can be re-used in PET bottles for food packaging purposes. Coca-Cola FEMSA has also continued contributing funds to a nationwide recycling company, Ecología y Compromiso Empresarial (Environmentally Committed Companies). In addition, Coca-Cola FEMSA’s plants located in Toluca, Reyes, Cuautitlán, Apizaco, San Cristóbal, Morelia, Ixtacomitan, Coatepec, Poza Rica, Ojuelos, Pacífico and Cuernavaca have received or are in the process of receiving a Certificado de Industria Limpia (Certificate of Clean Industry).

Additionally, several of our subsidiaries have entered into long-term wind power purchase agreements with wind park developers in Mexico to receive electrical energy for use at production and distribution facilities of FEMSA and Coca-Cola FEMSA throughout Mexico, as well as for a significant number of OXXO stores.

Central America

Coca-Cola FEMSA’s Central American operations are subject to several federal and state laws and regulations relating to the protection of the environment, which have been enacted in the last ten years, as awareness has increased in this region about the protection of the environment and the disposal of hazardous and toxic materials as well as water usage. Coca-Cola FEMSA’s Costa Rica and Panama operations have participated in a joint effort along with the local division of The Coca-Cola Company called Misión Planeta (Mission Planet) for the collection and recycling of non-returnable plastic bottles.

Colombia

Coca-Cola FEMSA’s Colombian operations are subject to several Colombian federal and state laws and regulations related to the protection of the environment and the disposal of treated water and toxic and hazardous materials. These laws include the control of atmospheric emissions, noise emissions, disposal of treated water and strict limitations on the use of chlorofluorocarbons. In addition, on February 6, 2012, Colombia promulgated Decree No. 303, which requires Coca-Cola FEMSA to apply for an authorization to discharge its water into public waterways. Coca-Cola FEMSA is engaged in nationwide reforestation programs, and campaigns for the collection and recycling of glass and plastic bottles. Coca-Cola FEMSA has also obtained and maintained the ISO 9001, ISO 14001, OHSAS 18001, FSSC 22000 and PAS 220 certifications for its plants located in Medellin, Cali, Bogota, Barranquilla, Bucaramanga and La Calera, as recognition for the highest quality and food harmlessness in its production processes, which is evidence of its strict level of compliance with relevant Colombian regulations. Coca-Cola FEMSA’s six plants joined a small group of companies that have obtained these certifications. Coca-Cola FEMSA’s new plant located in Tocancipá commenced operations in February 2015 and Coca-Cola FEMSA expects that it will obtain the Leadership in Energy and Environmental Design (LEED) certification.

Venezuela

Coca-Cola FEMSA’s Venezuelan operations are subject to several Venezuelan federal, state and municipal laws and regulations related to the protection of the environment. The most relevant of these laws are the Ley Orgánica del Ambiente (Organic Environmental Law), the Ley Sobre Sustancias, Materiales y Desechos Peligrosos (Substance, Material and Dangerous Waste Law), the Ley Penal del Ambiente (Criminal Environmental Law) and the Ley de Aguas (Water Law). Since the enactment of the Organic Environmental Law in 1995, Coca-Cola FEMSA’s Venezuelan subsidiary has presented the proper authorities with plans to bring their production facilities and distribution centers into compliance with applicable laws, which mainly consist of building or expanding the capacity of water treatment plants in Coca-Cola FEMSA’s bottling facilities. Coca-Cola FEMSA currently has water treatment plants in its bottling facilities located in the city of Barcelona, Valencia and in its Antimano bottling plant in Caracas and Coca-Cola FEMSA is concluding the construction and expansion of its current water treatment plant in its bottling facility in Maracaibo, which is expected to commence operations in the fourth quarter of 2015. In December 2011, Coca-Cola FEMSA obtained the ISO 14000 certification for all of its plants in Venezuela.

 

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In addition, in December 2010, the Venezuelan government approved the Ley Integral de Gestión de la Basura (Comprehensive Waste Management Law), which regulates solid waste management and which may be applicable to manufacturers of products for mass consumption. The full scope of this law has not yet been established.

Brazil

Coca-Cola FEMSA’s Brazilian operations are subject to several federal, state and municipal laws and regulations related to the protection of the environment. Among the most relevant laws and regulations are those dealing with the emission of toxic and hazardous gases, disposal of wastewater and solid waste, and soil contamination by hazardous chemicals, which impose penalties, such as fines, facility closures or criminal charges depending upon the level of non-compliance.

Coca-Cola FEMSA’s production plant located in Jundiaí has been recognized by the Brazilian authorities for its compliance with environmental regulations and for having standards well above those imposed by the law. The plant of Jundiaí has been certified for GAO-Q and GAO-E. In addition, the plants of Jundiaí, Mogi das Cruzes, Campo Grande, Marília, Maringá, Curitiba and Bauru have been certified for (i) ISO 9001: 2008; (ii) ISO 14001: 2004 and; (iii) norm OHSAS 18001: 2007. In 2012, the Jundiaí, Campo Grande, Bauru, Marília, Curitiba, Maringá, Porto Real and Mogi das Cruzes plants were certified in standard FSSC22000.

In Brazil, a municipal regulation of the City of São Paulo, implemented pursuant to Law 13.316/2002, came into effect in May 2008. This regulation requires Coca-Cola FEMSA to collect for recycling a specified annual percentage of plastic bottles made from PET sold in the City of São Paulo; such percentage increases each year. Beginning in May 2011, Coca-Cola FEMSA was required to collect 90% of the PET bottles sold in the city of São Paulo for recycling. Currently, Coca-Cola FEMSA is not able to collect the entire required volume of PET bottles it has sold in the City of São Paulo for recycling. Since Coca-Cola FEMSA does not meet the requirements of this regulation, which we believe to be more onerous than those imposed by the countries with the highest recycling standards, it could be fined and be subject to other sanctions, such as the suspension of operations in any of its plants and/or distribution centers located in the City of São Paulo. In May 2008, Coca-Cola FEMSA, together with other bottlers in the city of São Paulo, through the Associação Brasileira das Indústrias de Refrigerantes e de Bebidas Não-alcoólicas (Brazilian Soft Drink and Non-Alcoholic Beverage Association, or ABIR), filed a motion requesting a court to overturn this regulation due to the impossibility of compliance. In addition, in November 2009, in response to a municipal authority request for Coca-Cola FEMSA to demonstrate the destination of the PET bottles sold by it in the City of São Paulo, Coca-Cola FEMSA filed a motion showing all of its recycling programs and requesting a more practical timeline to comply with the requirements of the law. In October 2010, the municipal authority of the City of São Paulo levied a fine on Coca-Cola FEMSA’s Brazilian operating subsidiary of 250,000 Brazilian reais (approximately Ps. 1.4 million as of December 31, 2014) on the grounds that the report submitted by Coca-Cola FEMSA’s Brazilian operating subsidiary did not comply with the 75% proper disposal requirement for the period from May 2008 to May 2010. Coca-Cola FEMSA filed an appeal against this fine, which was denied by the municipal authority in May 2013, and the administrative stage is therefore closed. Coca-Cola FEMSA is currently evaluating next steps. In July 2012, the State Appellate Court of São Paulo rendered a decision admitting an interlocutory appeal filed on behalf of ABIR suspending the fines and other sanctions to ABIR’s associated companies, including Coca-Cola FEMSA’s Brazilian subsidiary, for alleged noncompliance with the recycling municipal regulation up to the final resolution of the lawsuit. Coca-Cola FEMSA is currently awaiting final resolution of the lawsuit filed on behalf of ABIR. We cannot assure you that these measures will have the desired effect or that Coca-Cola FEMSA will prevail in its judicial challenge.

In August 2010, Law No. 12.305/2010 established the Brazilian National Solid Waste Policy. This policy is based on the principle of shared responsibility between the government, companies and the public, and provides for the post-consumption return of products to companies and requires public authorities to implement waste management programs. This law is regulated by Federal Decree No. 7.404/2010, and was published in December 2010. In response to the Brazilian National Solid Waste Policy, in December 2012, a proposal was provided to the Ministry of the Environment by almost 30 associations involved in the packaging sector, including ABIR in its capacity as representative for The Coca-Cola Company, Coca-Cola FEMSA’s Brazilian subsidiary, and other bottlers. The proposal involved creating a “coalition” to implement systems for reverse logistics packaging non-dangerous waste that makes up the dry portion of municipal solid waste or its equivalent. The goal of the proposal is to create methodologies for sustainable development, and protect the environment, society, and the economy. Coca-Cola FEMSA is currently awaiting a final resolution from the Ministry of Environment, which it expect to receive during 2015.

 

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Argentina

Coca-Cola FEMSA’s Argentine operations are subject to federal and municipal laws and regulations relating to the protection of the environment. The most significant of these are regulations concerning waste water discharge, which are enforced by the Secretaría de Ambiente y Desarrollo Sustentable (Ministry of Natural Resources and Sustainable Development) and the Organismo Provincial para el Desarrollo Sostenible (Provincial Organization for Sustainable Development) for the province of Buenos Aires. Coca-Cola FEMSA’s Alcorta plant is in compliance with environmental standards and Coca-Cola FEMSA has been certified for ISO 14001:2004 for its plants and operative units in Buenos Aires.

For all of Coca-Cola FEMSA’s plant operations, it employs an environmental management system: Sistema de Administración Ambiental (Environmental Administration System, or EKOSYSTEM) that is contained within Sistema Integral de Calidad (Integral Quality System, or SICKOF).

Coca-Cola FEMSA has expended, and may be required to expend in the future, funds for compliance with and remediation under local environmental laws and regulations. Currently, we do not believe that such costs will have a material adverse effect on Coca-Cola FEMSA’s results or financial condition. However, since environmental laws and regulations and their enforcement are becoming increasingly more stringent in Coca-Cola FEMSA’s territories, and there is increased recognition by local authorities of the need for higher environmental standards in the countries where it operates, changes in current regulations may result in an increase in costs, which may have an adverse effect on Coca-Cola FEMSA’s future results or financial condition. Coca-Cola FEMSA is not aware of any significant pending regulatory changes that would require a significant amount of additional remedial capital expenditures.

We do not believe that Coca-Cola FEMSA’s business activities pose a material risk to the environment, and we believe that Coca-Cola FEMSA is in material compliance with all applicable environmental laws and regulations.

Other Regulations

In December 2009, the Venezuelan government issued a decree requiring a reduction in energy consumption by at least 20% for industrial companies whose consumption is greater than two megawatts per hour and to submit an energy-usage reduction plan. Some of Coca-Cola FEMSA’s bottling operations in Venezuela outside of Caracas met this threshold and it submitted a plan, which included the purchase of generators for its plants. In January 2010, the Venezuelan government subsequently implemented power cuts and other measures for all industries in Caracas whose consumption was above 35 kilowatts per hour. In 2011, Coca-Cola FEMSA installed electrical generators in its Antimano, Barcelona, Maracaibo and Valencia bottling facilities to mitigate any such risks and filed the respective energy usage reduction plans with the authorities. In addition, since January 2010, the Venezuelan government has implemented power cuts and other measures for all industries in Caracas whose consumption is above 35 kilowatts per hour and continues to do so.

In August 2010, the Mexican government approved a decree which regulated the sale of food and beverages by elementary and middle schools. In May 2014, the decree was replaced by a new decree that establishes mandatory guidelines applicable to the entire national education system (from elementary school through college). According to the decree, the sale of specific sparkling beverages and still beverages that contain sugar or HFCS by schools is prohibited. Schools are still allowed to sell water and certain still beverages, such as juices and juice-based beverages, that comply with the guidelines established in such decree. We cannot assure you that the Mexican government will not further restrict sales of other of Coca-Cola FEMSA’s products by such schools. These restrictions and any further restrictions could have an adverse impact on Coca-Cola FEMSA’s results of operations.

 

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In January 2012, the Costa Rican government approved a decree which regulates the sale of food and beverages in public schools. The decree came into effect in 2012. According to the decree, the sale of specific sparkling beverages and still beverages that contain sugar, syrup or HFCS in any type of presentation in schools is prohibited. Coca-Cola FEMSA is still allowed to sell water and certain still beverages in schools. In December 2014, the Costa Rican government announced that it will be stricter in the enforcement of this decree. Although Coca-Cola FEMSA is in compliance with this law, we cannot assure you that the Costa Rican government will not further restrict sales of other of Coca-Cola FEMSA’s products in schools in the future; these restrictions and any further restrictions could have an adverse impact on Coca-Cola FEMSA’s results of operations.

In May 2012, the Venezuelan government adopted significant changes to labor regulations. This amendment to Venezuela’s labor regulations had a negative impact on Coca-Cola FEMSA’s business and operations. The principal changes that impacted Coca-Cola FEMSA’s operations are: (i) the requirement that employee terminations are now subject to governmental authorization; (ii) retroactive assessments for any modifications to Coca-Cola FEMSA’s severance payment system; (iii) a reduction in the maximum daily and weekly working hours (from 44 to 40 weekly); (iv) an increase in mandatory weekly breaks, prohibiting a reduction in salaries as a result of such increase; and (v) the requirement that all third party contractors participating in the manufacturing and sales processes of Coca-Cola FEMSA’s products be included in its payroll by no later than May 2015. Coca-Cola FEMSA is currently in compliance with these labor regulations and expects to include all third party contractors to its payroll by the imposed deadline.

In November 2014, the Venezuelan government amended the Foreign Investment Law. As part of the amendments made, the law now provides that at least 75% of the value of foreign investment must be comprised of assets located in Venezuela, which may include equipment, supplies or other goods or tangible assets required at the early stages of operations. By the end of the first fiscal year after commencement of operations in Venezuela, investors will be authorized to repatriate up to 80% of the profits derived from their investment. Any profits not otherwise repatriated in a fiscal year, may be accumulated and be repatriated the following fiscal year, together with profits generated during such year. In the event of liquidation, a company may repatriate up to 85% of the value of the foreign investment. Currently, the scope of this law is not entirely clear with respect to the liquidation process.

In September 2012, the Brazilian government issued Law No. 12,619 (Law of Professional Drivers), which regulates the working hours of professional drivers who distribute Coca-Cola FEMSA’s products from its plants to the distribution centers and to retailers and points of sale. Pursuant to this law, employers must keep a record of working hours, including overtime hours, of professional drivers in a reliable manner, such as electronic logbooks or worksheets. Coca-Cola FEMSA is currently in compliance with this law as we follow all these requirements.

In June 2014, the Brazilian government issued Law No. 12,997 (Law of Motorcycle Drivers) which imposes a risk premium of 30% of the base salary payable to all employees who drive motorcycles in their job. This risk premium became enforceable in October 2014, when the related rules and regulations were issued by the Ministry of Labor and Employment. Coca-Cola FEMSA believes that these rules and regulations were unduly issued by such Ministry since it did not comply with all the essential requirements established in Law No. 12,997. In November 2014, Coca-Cola FEMSA, in conjunction with other bottlers of the Coca-Cola system in Brazil and through the ABIR, filed an action against the Ministry of Labor and Employment to suspend the effects of such law. ABIR’s associated companies, including Coca-Cola FEMSA’s Brazilian subsidiary, were issued a preliminary injunction suspending the effects of the law and exempting us from paying the risk premium. We cannot assure you that the Brazilian government will not appeal the injunction with the competent courts in Brazil in order to restore the effects of Law No. 12,997.

In June 2013, following a comprehensive amendment to the Mexican Constitution, a new antitrust authority with autonomy was created: the CFCE. As a result of these amendments, new antitrust and telecommunications specialized courts were created and commenced hearing cases in August 2013. In July 2014, a new federal antitrust law came into effect based on the amended constitutional provisions. As part of these amendments, two new relative monopolistic practices were included: reductions in margins between prices to access essential raw materials and end-user prices of such raw materials and limitation or restriction on access to essential raw materials or supplies. Furthermore, the ability to close a merger or acquisition without antitrust clearance from the CFCE was eliminated. The regular waiting period for authorization has been extended to 60 business days. We cannot assure you that these new amendments and the creation of new governmental bodies and courts will not have an adverse effect on our business or our inorganic growth plans.

 

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In 2013, the government of Argentina imposed a withholding tax at a rate of 10% on dividends paid by Argentine companies to non-Argentine holders. Similarly, in 2013, the government of Costa Rica repealed a tax exemption on dividends paid to Mexican residents. Future dividends will be subject to withholding tax at a rate of 15%.

In January 2014, a new Anti-Corruption Law in Brazil came into effect, which regulates bribery, corruption practices and fraud in connection with agreements entered into with governmental agencies. The main purpose of this law is to impose liability on companies carrying out such practices, establishing fines that can reach up to 20% of a company’s gross revenues in the previous fiscal year. Although Coca-Cola FEMSA believes it is in compliance with this law, if it was found liable for any of these practices, this law would have an adverse effect on its business.

Water Supply

In Mexico, Coca-Cola FEMSA obtains water directly from municipal utility companies and pumps water from its own wells pursuant to concessions obtained from the Mexican government on a plant-by-plant basis. Water use in Mexico is regulated primarily by the 1992 Water Law, and regulations issued thereunder, which created the National Water Commission. The National Water Commission is in charge of overseeing the national system of water use. Under the 1992 Water Law, concessions for the use of a specific volume of ground or surface water generally run from five- to fifty-year terms, depending on the supply of groundwater in each region as projected by the National Water Commission. Concessionaires may request that concession terms be extended before they expire. The Mexican government is authorized to reduce the volume of ground or surface water granted for use by a concession by whatever volume of water that is not used by the concessionaire for two consecutive years. However, because the current concessions for each of Coca-Cola FEMSA’s plants in Mexico do not match each plant’s projected needs for water in future years, we successfully negotiated with the Mexican government the right to transfer the unused volume under concessions from certain plants to other plants anticipating greater water usage in the future. These concessions may be terminated if, among other things, we use more water than permitted or we fail to pay required concession-related fees and do not cure such situations in a timely manner.

Although we have not undertaken independent studies to confirm the sufficiency of the existing groundwater supply, we believe that our existing concessions satisfy our current water requirements in Mexico.

In Brazil, Coca-Cola FEMSA buys water directly from municipal utility companies and we also capture water from underground sources, wells or surface sources (i.e., rivers), pursuant to concessions granted by the Brazilian government for each plant. According to the Brazilian Constitution, water is considered an asset of common use and can only be exploited for the national interest by Brazilians or companies formed under Brazilian law. Concessionaires and users have the responsibility for any damage to the environment. The exploitation and use of water is regulated by the Código de Mineração (Code of Mining, Decree Law No. 227/67), the Código de Águas Minerais (Mineral Water Code, Decree Law No. 7841/45), the National Water Resources Policy (Law No. 9433/97) and by regulations issued thereunder. The companies that exploit water are supervised by the Departamento Nacional de Produção Mineiral—DNPM (National Department of Mineral Production) and the National Water Agency in connection with federal health agencies, as well as state and municipal authorities. In Coca-Cola FEMSA’s Jundiaí, Marília, Curitiba, Maringá, Porto Real and Belo Horizonte plants, it does not exploit spring water. In its Mogi das Cruzes, Bauru and Campo Grande plants, it has all the necessary permits for the exploitation of spring water.

In Argentina, a state water company provides water to Coca-Cola FEMSA’s Alcorta plant on a limited basis; however, we believe the authorized amount meets Coca-Cola FEMSA’s requirements for this plant. In Coca-Cola FEMSA’s Monte Grande plant in Argentina, it pumps water from its own wells, in accordance with Law 25.688.

In Colombia, in addition to natural spring water, Coca-Cola FEMSA obtains water directly from its own wells and from utility companies. Coca-Cola FEMSA is required to have a specific concession to exploit water from natural sources. Water use in Colombia is regulated by Law No. 9 of 1979 and Decrees No. 1594 of 1984 and No. 2811 of 1974. In addition, on February 6, 2012, Colombia promulgated Decree No. 303, which requires Coca-Cola FEMSA to apply for water concessions and for authorization to discharge its water into public waterways. The National Institute of National Resources supervises companies that use water as a raw material for their business.

 

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In Nicaragua, the use of water is regulated by the Ley General de Aguas Nacionales (National Water Law), and Coca-Cola FEMSA obtains water directly from its own wells. In Costa Rica, the use of water is regulated by the Ley de Aguas (Water Law). In both of these countries, Coca-Cola FEMSA owns and exploits its own water wells granted to it through governmental concessions. In Guatemala, no license or permits are required to exploit water from the private wells in Coca-Cola FEMSA’s own plants. In Panama, Coca-Cola FEMSA acquires water from a state water company, and the use of water is regulated by the Reglamento de Uso de Aguas de Panamá (Panama Use of Water Regulation). In Venezuela, Coca-Cola FEMSA uses private wells in addition to water provided by the municipalities, and it has taken the appropriate actions, including actions to comply with water regulations, to have water supply available from these sources, regulated by the Ley de Aguas (Water Law).

In addition, Coca-Cola FEMSA obtains water for the production of some of its natural spring water products, such as Manantial in Colombia and Crystal in Brazil, from spring water pursuant to concessions granted.

We cannot assure you that water will be available in sufficient quantities to meet Coca-Cola FEMSA’s future production needs, that it will be able to maintain its current concessions or that additional regulations relating to water use will not be adopted in the future in its territories. We believe that we are in material compliance with the terms of our existing water concessions and that we are in compliance with all relevant water regulations.

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

 

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with, and is entirely qualified by reference to, our audited consolidated financial statements and the notes to those financial statements. Our consolidated financial statements were prepared in accordance with IFRS as issued by the IASB.

Overview of Events, Trends and Uncertainties

Management currently considers the following events, trends and uncertainties to be important to understanding its results and financial position during the periods discussed in this section:

 

   

Coca-Cola FEMSA has continued to grow organic volumes at a steady but moderate pace and has successfully integrated its Grupo Yoli Mexican operations, Fluminense and Spaipa Brazilian operations. However, in the short term there is some pressure from the new tax measures in Mexico implemented in January 2014 and from macroeconomic uncertainty in certain South American markets, including currency volatility. Volume growth is mainly driven by the Coca-Cola brand across markets, together with the solid performance of Coca-Cola FEMSA’s still beverage portfolio.

 

   

FEMSA Comercio has maintained high rates of OXXO store openings and continues to grow in terms of total revenues. FEMSA Comercio has lower operating margins than our beverage business. Given that FEMSA Comercio has lower operating margins and given its fixed cost structure, it is more sensitive to changes in sales which could negatively affect operating margins. In addition, the integration of the new small-format retail businesses could also affect margins at the FEMSA Comercio level, given that these businesses have lower margins than the OXXO business.

 

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Our consolidated results of operations are also significantly affected by the performance of the Heineken Group, as a result of our 20% economic interest. Our consolidated net income for 2014 included Ps. 5,244 million related to our non-controlling interest in the Heineken Group, as compared to Ps. 4,587 for 2013.

Our results and financial position are affected by the economic and market conditions in the countries where our subsidiaries conduct their operations, particularly in Mexico. Changes in these conditions are influenced by a number of factors, including those discussed in “Item 3. Key Information—Risk Factors.”

Recent Developments

In February 2015, the Venezuelan government eliminated the SICAD II exchange rate system. As of December 31, 2014, the last day the SICAD II exchange rate was available, the SICAD II exchange rate was 49.99 bolivars to US$ 1.00. We decided to use this SICAD II exchange rate to translate our results for the fourth quarter and the full year 2014 into our reporting currency, the Mexican peso. As a result, we recognized a reduction in equity of Ps. 11,836 million as of December 31, 2014 based on the valuation of our net investment in Venezuela at the SICAD II exchange rate of 49.99 bolivars per U.S. dollar. As of December 31, 2014, our foreign direct investment in Venezuela was Ps. 4,015 million, using the SICAD II exchange rate of 49.99 bolivars per US$ 1.00.

As of February 2015, there are three exchange rates in Venezuela. The official rate of 6.30 bolivars per U.S. dollar rate, the exchange rate determined by the state-run system known as SICAD, and a new exchange rate determined by the state-run system known as SIMADI. The SICAD determines the exchange rates based on limited periodic sales of U.S. dollars through auctions. The SIMADI determines the exchange rates based on supply and demand of U.S. dollars. The SICAD and SIMADI exchange rates in effect as of April 17, 2015, were 12.00 and 196.66 bolivars per US$ 1.00, respectively. The Venezuelan government has established that imports of certain of our raw materials into Venezuela qualify as transactions that may be settled using the official exchange rate of 6.30 bolivars per US$ 1.00. To the extent that imports of these raw materials continue to be so qualified, we will continue to account for these transactions using the official exchange rate. However, we will continue to monitor any changes that may effect the applicable exchange rate that we use to settle imports of our raw materials into Venezuela.

In November 2014, we announced that Federico Reyes Garcia, FEMSA’s Vice President of Corporate Development, would retire on April 1, 2015. Mr. Reyes Garcia will remain on the boards of directors and Finance Committees of FEMSA and Coca-Cola FEMSA. Javier Astaburuaga Sanjines, FEMSA’s Chief Financial and Corporate Officer, replaced Mr. Reyes Garcia as Vice President of Corporate Development. From his new position, Mr. Astaburuaga Sanjines will be closely involved in FEMSA’s strategic and M&A-related processes, and he will also continue to serve on the boards of directors of FEMSA and Coca-Cola FEMSA, as well as on the Heineken Supervisory Board. Effective January 1, 2015, Daniel Alberto Rodríguez Cofré joined FEMSA and on April 1, 2015 he replaced Mr. Astaburuaga Sanjines as Chief Financial and Corporate Officer, and he also serves on the boards of directors of FEMSA and Coca-Cola FEMSA.

Effects of Changes in Economic Conditions

Our results are affected by changes in economic conditions in Mexico, Brazil and in the other countries in which we operate. For the years ended December 31, 2014, 2013, and 2012, 68%, 63% and 62%, respectively, of our total sales were attributable to Mexico. As a result, we have significant exposure to the economic conditions of certain countries, particularly those in Central America, Colombia, Venezuela, Brazil and Argentina, although we continue to generate a substantial portion of our total sales from Mexico. Other than Venezuela, the participation of these other countries as a percentage of our total sales has not changed significantly during the last five years.

The Mexican economy is gradually recovering from a downturn as a result of the impact of the global financial crisis on many emerging economies in 2009. According to INEGI, Mexican GDP expanded by 2.1% in 2014 and by approximately 1.4% and 4.0% in 2013 and 2012, respectively. According to the Banco Nacional de México survey regarding the economic expectations of specialists, Mexican GDP is expected to increase by 3.08% in 2015, as of the latest estimate, published on March 5, 2015. The Mexican economy continues to be heavily influenced by the U.S. economy, and therefore, deterioration in economic conditions in, or delays in the recovery of, the U.S. economy may hinder any recovery in Mexico.

 

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Our results are affected by the economic conditions in the countries where we conduct operations. Most of these economies continue to be heavily influenced by the U.S. economy, and therefore, deterioration in economic conditions in the U.S. economy may affect these economies. Deterioration or prolonged periods of weak economic conditions in the countries where we conduct operations may have, and in the past have had, a negative effect on our company and a material adverse effect on our results and financial condition. Our business may also be significantly affected by the interest rates, inflation rates and exchange rates of the currencies of the countries in which we operate. Decreases in growth rates, periods of negative growth and/or increases in inflation or interest rates may result in lower demand for our products, lower real pricing of our products or a shift to lower margin products. In addition, an increase in interest rates would increase the cost to us of variable rate funding, which would have an adverse effect on our financial position.

Beginning in the fourth quarter of 2012 and through 2014, the exchange rate between the Mexican peso and the U.S. dollar fluctuated from a low of Ps. 11.98 per U.S. dollar, to a high of Ps. 14.79 per U.S. dollar. At December 31, 2014, the exchange rate (noon buying rate) was Ps. 14.75 to US$ 1.00. On April 17, 2015, the exchange rate was Ps. 15.3190 to US$ 1.00. See “Item 3. Key Information—Exchange Rate Information.” A depreciation of the Mexican peso or local currencies in the countries in which we operate relative to the U.S. dollar increases our cost of raw materials priced in U.S. dollars, including raw materials whose prices are set with reference to the U.S. dollar. In addition, a depreciation of the Mexican peso or local currencies in the countries in which we operate relative to the U.S. dollar will increase our U.S. dollar-denominated debt obligations, which could negatively affect our financial position and results. However, this effect could be offset by a corresponding appreciation of our U.S. dollar denominated cash position.

Operating Leverage

Companies with structural characteristics that result in margin expansion in excess of sales growth are referred to as having high “operating leverage.”

The operating subsidiaries of Coca-Cola FEMSA are engaged, to varying degrees, in capital-intensive activities. The high utilization of the installed capacity of the production facilities results in better fixed cost absorption, as increased output results in higher revenues without additional fixed costs. Absent significant increases in variable costs, gross profit margins will expand when production facilities are operated at higher utilization rates. Alternatively, higher fixed costs will result in lower gross profit margins in periods of lower output.

In addition, the commercial operations of Coca-Cola FEMSA are carried out through extensive distribution networks, the principal fixed assets of which are warehouses and trucks and are designed to handle large volumes of beverages. Fixed costs represent an important proportion of the total distribution expense of Coca-Cola FEMSA. Generally, the higher the volume that passes through the distribution system, the lower the fixed distribution cost as a percentage of the corresponding revenues. As a result, operating margins improve when the distribution capacity is operated at higher utilization rates. Alternatively, periods of decreased utilization because of lower volumes will negatively affect our operating margins.

FEMSA Comercio operations result in a low margin business with relatively fixed costs. These two characteristics make FEMSA Comercio a business with an operating margin that might be affected more easily by a change in sales levels.

Critical Accounting Judgments and Estimates

In the application of our accounting policies, which are described in Note 2.3 to our audited consolidated financial statements, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

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The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond our control. Such changes are reflected in the assumptions when they occur.

Impairment of indefinite lived intangible assets, goodwill and depreciable long-lived assets

Intangible assets with indefinite lives including goodwill are subject to annual impairment tests. Impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in arm’s length transactions of similar assets or observable market prices less incremental costs for disposing of the asset. In order to determine whether such assets are impaired, we initially calculate an estimation of the value in use of the cash-generating units to which such assets have been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. We review annually the carrying value of our intangible assets with indefinite lives and goodwill for impairment based on recognized valuation techniques. While we believe that our estimates are reasonable, different assumptions regarding such estimates could materially affect our evaluations. Impairment losses are recognized in current earnings in the period the related impairment is determined. The key assumptions used to determine the recoverable amount for our CGUs, including a sensitivity analysis, are further explained in Notes 3.16 and 12 to our audited consolidated financial statements.

We assess at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, we estimate the asset’s recoverable amount. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

Useful lives of property, plant and equipment and intangible assets with defined useful lives

Property, plant and equipment, including returnable bottles as they are expected to provide benefits over a period of more than one year, as well as intangible assets with defined useful lives, are depreciated/amortized over their estimated useful lives. We base our estimates on the experience of our technical personnel as well as on our experience in the industry for similar assets; see Notes 3.12, 3.14, 11 and 12 to our audited consolidated financial statements.

Post-employment and other long-term employee benefits

We regularly evaluate the reasonableness of the assumptions used in our post-employment and other long-term employee benefit computations. Information about such assumptions is described in Note 16 to our audited consolidated financial statements.

Income taxes

Deferred income tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. We regularly review our deferred tax assets for recoverability, and record a deferred tax asset based on our judgment regarding the probability of historical taxable income continuing in the future, projected future taxable income and the expected timing of the reversals of existing temporary differences; see Note 24 to our audited consolidated financial statements.

 

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Tax, labor and legal contingencies and provisions

We are subject to various claims and contingencies, related to tax, labor and legal proceedings as described in Note 25 to our audited consolidated financial statements. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. Management periodically assesses the probability of loss for such contingencies and accrues a provision and/or discloses the relevant circumstances, as appropriate. If the potential loss of any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a provision for the estimated loss. Management’s judgment must be exercised to determine the likelihood of such a loss and an estimate of the amount, due to the subjective nature of the loss.

Valuation of financial instruments

We are required to measure all derivative financial instruments at fair value. The fair values of derivative financial instruments are determined considering quoted prices in recognized markets. If such instruments are not traded, fair value is determined by applying techniques based upon technical models supported by sufficient reliable and verifiable data, recognized in the financial sector. We base our forward price curves upon market price quotations. Management believes that the chosen valuation techniques and assumptions used are appropriate in determining the fair value of financial instruments; see Note 20 to our audited consolidated financial statements.

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by us, liabilities assumed by us to the former owners of the acquiree and the equity interests issued by us in exchange for control of the acquiree.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except that:

 

   

Deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with IAS 12, “Income Taxes” and IAS 19, “Employee Benefits”, respectively;

 

   

Liabilities or equity instruments related to share-based payment arrangements of the acquiree or to our share-based payment arrangements entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2, “Share-based Payment” at the acquisition date, see Note 3.24 to our audited consolidated financial statements; and

 

   

Assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5, “Non-current Assets Held for Sale and Discontinued Operations” are measured in accordance with that Standard.

Management’s judgment must be exercised to determine the fair value of assets acquired and liabilities assumed.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of our previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of our previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

For each business combination, with respect to the non-controlling present ownership interests in the acquiree that entitle their holders to a proportionate share of net assets in liquidation, we elect whether to measure such interests at fair value or at the proportionate share of the acquiree’s identifiable net assets.

 

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Investments in associates

If we hold, directly or indirectly, 20 per cent or more of the voting power of the investee, it is presumed that we have significant influence, unless it can be clearly demonstrated that this is not the case. If we hold, directly or indirectly, less than 20 per cent of the voting power of the investee, it is presumed that we do not have significant influence, unless such influence can be clearly demonstrated. Decisions regarding the propriety of utilizing the equity method of accounting for a less than 20 per cent-owned corporate investee require a careful evaluation of voting rights and their impact on our ability to exercise significant influence. Management considers the existence of the following circumstances which may indicate that we are in a position to exercise significant influence over a less than 20 per cent-owned corporate investee:

 

   

Representation on the board of directors or equivalent governing body of the investee;

 

   

Participation in policy-making processes, including participation in decisions about dividends or other distributions;

 

   

Material transactions between us and the investee;

 

   

Interchange of managerial personnel; or

 

   

Provision of essential technical information.

Management also considers the existence and effect of potential voting rights that are currently exercisable or currently convertible when assessing whether we have significant influence.

In addition, we evaluate certain indicators that provide evidence of significant influence, such as:

 

   

Whether the extent of our ownership is significant relative to other shareholders (i.e. a lack of concentration of other shareholders);

 

   

Whether our significant shareholders, fellow subsidiaries or officers hold additional investment in the investee; and

 

   

Whether we are part of significant investee committees, such as the executive committee or the finance committee.

Joint arrangements

An arrangement can be a joint arrangement even though not all of its parties have joint control of the arrangement. When we are a party to an arrangement we assess whether the contractual arrangement gives all the parties or a group of the parties, control of the arrangement collectively; joint control exists only when decisions about the relevant activities require the unanimous consent of the parties that control the arrangement collectively. Management needs to apply judgment when assessing whether all the parties, or a group of the parties, have joint control of an arrangement. When assessing joint control, management considers the following facts and circumstances:

 

   

Whether all the parties, or a group of the parties, control the arrangement, considering the definition of joint control, as described in note 3.11.2 to our audited consolidated financial statements; and

   

Whether decisions about the relevant activities require the unanimous consent of all the parties, or of a group of the parties.

As mentioned elsewhere in this report and in Note 10 to our audited consolidated financial statements, on January 25, 2013, Coca-Cola FEMSA closed the acquisition of 51% of CCFPI. Coca-Cola FEMSA jointly controls CCFPI with The Coca-Cola Company. This is based on the following factors: (i) during the initial four-year period, some relevant activities require joint approval between Coca-Cola FEMSA and The Coca-Cola Company; and (ii) potential voting rights to acquire the remaining 49% of CCFPI are not likely to be exercised in the foreseeable future due to the fact that the call option was “out of the money” as of December 31, 2014 and 2013. See “Item 4. Information on the Company—Corporate Background.”

Venezuela exchange rates

As is further explained in Note 3.3 to our audited consolidated financial statements, the exchange rate used to account for foreign currency denominated monetary items arising in Venezuela, and also the exchange rate used to translate the financial statements of our Venezuelan subsidiary for group reporting purposes are both key sources of estimation uncertainty in preparing our consolidated financial statements.

 

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Future Impact of Recently Issued Accounting Standards not yet in Effect

We have not applied the following new and revised IFRS and IAS that have been issued but were not yet effective as of December 31, 2014:

 

   

IFRS 9, “Financial Instruments”: On July 2014, the IASB issued the final version of IFRS 9 which reflects all phases of the financial instruments project and replaces IAS 39, “ Financial Instruments: Recognition and Measurement,” and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. The transition to IFRS 9 differs in its requirements and is partly retrospective and partly prospective. Early application of previous versions of IFRS 9 (2009, 2010 and 2013) is permitted if the date of initial application is before February 1, 2015. We have not early adopted this IFRS and we have yet to complete our evaluation of whether it will have a material impact on our consolidated financial statements.

 

   

IFRS 15, “Revenue from Contracts with Customers was issued in May 2014 and applies to annual reporting periods beginning on or after January 1, 2017, although earlier application is permitted. Revenue is recognized as control is passed, either over time or at a point in time. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry—specific guidance. In applying the revenue model to contracts within its scope, an entity will: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; 5) Recognize revenue when (or as) the entity satisfies a performance obligation. Also, an entity needs to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We have yet to complete our evaluation of whether these changes will have a significant impact on our consolidated financial statements.

 

   

Amendments to IAS 16 and IAS 38, “Clarification of Acceptable Methods of Depreciation and Amortizacion”: The amendments clarify the principle in IAS 16 and IAS 38 that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. The amendments are effective prospectively for annual periods beginning on or after January 1, 2016, with early adoption permitted. These amendments are not expected to have any impact on us given that we have not used a revenue-based method to depreciate our non-current assets.

 

   

Amendments to IFRS 11, “Joint Arrangements; Accounting for acquisitions of interests”: The amendments require that a joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business, must apply the relevant IFRS 3 principles for business combinations accounting. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained. The amendments apply to both the acquisition of the initial interest in a joint operation and the acquisition of any additional interests in the same joint operation and are prospectively effective for annual periods beginning on or after January 1, 2016, with early adoption permitted. We anticipate that there will be no impact on the financial statements from the adoption of these amendments because we do not have any investments in a joint operation.

 

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Operating Results

The following table sets forth our consolidated income statement under IFRS for the years ended December 31, 2014, 2013, and 2012:

 

           Year Ended December 31,  
     2014(1)     2014     2013     2012  
     (in millions of U.S. dollars and Mexican pesos)  

Net sales

   $ 17,816      Ps.  262,779      Ps.  256,804      Ps.  236,922   

Other operating revenues

     45        670        1,293        1,387   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     17,861        263,449        258,097        238,309   

Cost of goods sold

     10,392        153,278        148,443        137,009   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     7,469        110,171        109,654        101,300   

Administrative expenses

     694        10,244        9,963        9,552   

Selling expenses

     4,679        69,016        69,574        62,086   

Other income

     74        1,098        651        1,745   

Other expenses

     (86     (1,277     (1,439     (1,973

Interest expense

     (454     (6,701     (4,331     (2,506

Interest income

     58        862        1,225        783   

Foreign exchange (loss), net

     (61     (903     (724     (176

Monetary position (loss), net

     (22     (319     (427     (13

Market value gain on financial instruments

     5        73        8        8   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method

     1,610        23,744        25,080        27,530   

Income taxes

     424        6,253        7,756        7,949   

Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes

     348        5,139        4,831        8,470   
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated net income

   $ 1,534      Ps. 22,630      Ps. 22,155      Ps. 28,051   
  

 

 

   

 

 

   

 

 

   

 

 

 

Controlling interest net income

     1,132        16,701        15,922        20,707   

Non-controlling interest net income

     402        5,929        6,233        7,344   
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated net income

   $ 1,534      Ps. 22,630      Ps. 22,155      Ps. 28,051   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Translation to U.S. dollar amounts at an exchange rate of Ps. 14.7500 to US$ 1.00, provided solely for the convenience of the reader.

 

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The following table sets forth certain operating results by reportable segment under IFRS for each of our segments for the years ended December 31, 2014, 2013 and 2012.

 

     Year Ended December 31,  
     Percentage Growth (Decrease)  
     2014     2013     2012     2014 vs. 2013     2013 vs. 2012  

Net sales

          

Coca-Cola FEMSA

     Ps. 146,948        Ps. 155,175        Ps. 146,907        (5.3%     5.6%   

FEMSA Comercio

     109,624        97,572        86,433        12.4%        12.9%   

Total revenues

          

Coca-Cola FEMSA

     147,298        156,011        147,739        (5.6%     5.6%   

FEMSA Comercio

     109,624        97,572        86,433        12.4%        12.9%   

Cost of goods sold

          

Coca-Cola FEMSA

     78,916        83,076        79,109        (5.0%     5.0%   

FEMSA Comercio

     70,238        62,986        56,183        11.5%        12.1%   

Gross profit

          

Coca-Cola FEMSA

     68,382        72,935        68,630        (6.2%     6.3%   

FEMSA Comercio

     39,386        34,586        30,250        13.9%        14.3%   

Administrative expenses

          

Coca-Cola FEMSA

     6,385        6,487        6,217        (1.6%     4.3%   

FEMSA Comercio

     2,042        1,883        1,666        8.4%        13.0%   

Selling expenses

          

Coca-Cola FEMSA

     40,464        44,828        40,223        (9.7%     11.4%   

FEMSA Comercio

     28,492        24,707        21,686        15.3%        13.9%   

Depreciation

          

Coca-Cola FEMSA

     6,072        6,371        5,078        (4.7%     25.5%   

FEMSA Comercio

     2,779        2,328        1,940        19.4%        20.0%   

Gross margin(1)(2)

          

Coca-Cola FEMSA

     46.4     46.7     46.5     (0.3p.p.     0.2p.p.   

FEMSA Comercio

     35.9     35.4     35.0     0.5p.p.        0.4p.p.   

Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes

          

Coca-Cola FEMSA

     (125     289        180        (143.3% )(4)      60.6%   

FEMSA Comercio

     37        11        (23     236.4%        147.8%   

CB Equity(3)

     5,244        4,587        8,311        14.3%        (44.8%

 

(1) Gross margin is calculated with reference to total revenues.

 

(2) As used herein, p.p. refers to a percentage point increase (or decrease) contrasted with a straight percentage increase (or decrease).

 

(3) CB Equity holds Heineken N.V. and Heineken Holding N.V. shares.

 

(4) Reflects the percentage decrease between the gain of ps. 289 million recorded in 2013 and the loss of ps. 125 million recorded in 2014.

Results from our Operations for the Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013

FEMSA Consolidated

FEMSA’s consolidated total revenues increased 2.1% to Ps. 263,449 million in 2014 compared to Ps. 258,097 million in 2013. Coca-Cola FEMSA’s total revenues decreased 5.6% to Ps. 147,298 million, driven by the negative translation effect resulting from using the SICAD II exchange rate to translate the Venezuelan operation. FEMSA Comercio’s revenues increased 12.4% to Ps. 109,624 million, mainly driven by the opening of 1,132 net new stores combined with an average increase of 2.7% in same-store sales.

 

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Consolidated gross profit increased 0.5% to Ps. 110,171 million in 2014 compared to Ps. 109,654 million in 2013. Gross margin decreased 70 basis points to 41.8% of consolidated total revenues compared to 2013, reflecting margin contraction at Coca-Cola FEMSA.

Consolidated administrative expenses increased 2.8% to Ps. 10,244 million in 2014 compared to Ps. 9,963 million in 2013. As a percentage of total revenues, consolidated administrative expenses remained stable at 3.9% in 2014.

Consolidated selling expenses decreased 0.8% to Ps. 69,016 million in 2014 as compared to Ps. 69,574 million in 2013. As a percentage of total revenues, selling expenses decreased 80 percentage points, from 26.9% in 2013 to 26.1% in 2014.

Some of our subsidiaries pay management fees to us in consideration for corporate services we provide to them. These fees are recorded as administrative expenses in the respective business segments. Our subsidiaries’ payments of management fees are eliminated in consolidation and, therefore, have no effect on our consolidated operating expenses.

Other income mainly includes gains on sales of shares and long-lived assets and the write-off of certain contingencies. During 2014, other income increased to Ps. 1,098 million from Ps. 651 million in 2013, primarily driven by the write-off of certain contingencies.

Other expenses mainly include disposal and impairment of long-lived assets, contingencies, as well as their subsequent interest and penalties, severance payments derived from restructuring programs and donations. During 2014, other expenses decreased to Ps. 1,277 million from Ps. 1,439 million in 2013.

Net financing expenses increased to Ps. 6,988 million from Ps. 4,249 million in 2013, driven by an interest expense of Ps. 6,701 million in 2014 compared to Ps. 4,331 million in 2013 resulting from higher financing expenses related to bonds issued in 2014 by FEMSA and Coca-Cola FEMSA.

Our accounting provision for income taxes in 2014 was Ps. 6,253 million, as compared to Ps. 7,756 million in 2013, resulting in an effective tax rate of 26.3% in 2014, as compared to 30.9% in 2013, mainly driven by a lower effective tax rate registered during 2014 in Coca-Cola FEMSA.

Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes, increased 6.4% to Ps. 5,139 million in 2014 compared with Ps. 4,831 million in 2013, mainly driven by an increase in FEMSA’s participation in Heineken results.

Consolidated net income was Ps. 22,630 million in 2014 compared to Ps. 22,155 million in 2013, resulting from a lower tax rate combined with an increase in FEMSA’s 20% participation in Heineken’s results, which more than compensated for higher financing expenses related to bonds issued in 2014 by Coca-Cola FEMSA and FEMSA. Controlling interest amounted to Ps. 16,701 million in 2014 compared to Ps. 15,922 million in 2013. Controlling interest in 2014 per FEMSA Unit was Ps. 4.67 (US$ 3.16 per ADS).

Coca-Cola FEMSA

Coca-Cola FEMSA’s reported consolidated total revenues decreased 5.6% to Ps. 147,298 million in 2014 driven by the negative translation effect resulting from using the SICAD II exchange rate to translate the results of its Venezuelan operation. Excluding the recently integrated territories of Companhia Fluminense and Spaipa in Brazil and the integration of Grupo Yoli in Mexico, total revenues were Ps. 134,088. On a currency neutral basis and excluding the non-comparable effect of Fluminense and Spaipa in Brazil, and Grupo Yoli in Mexico, total revenues grew 24.7%, driven by average price per unit case growth in most of our territories and volume growth in Brazil, Colombia, Venezuela and Central America.

Total sales volume increased 6.6% to 3,417.3 million unit cases in 2014, as compared to 2013. Excluding the integration of Grupo Yoli in Mexico and Fluminense and Spaipa in Brazil, volumes declined 0.7% to 3,182.8 million unit cases, mainly due to the volume contraction originated by the price increases implemented due to the excise tax in Mexico.

 

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On the same basis, the bottled water portfolio grew 5.0%, driven by Crystal in Brazil, Aquarius and Bonaqua in Argentina, Nevada in Venezuela and Manantial in Colombia. The still beverage category grew 1.9%, mainly driven by the performance of the Jugos del Valle line of business in Colombia, Venezuela and Brazil, and Powerade across most of Coca-Cola FEMSA’s territories. These increases partially compensated the performance of Coca-Cola FEMSA’s sparkling beverage category which declined 0.9% driven by the volume contraction in Mexico and a 3.5% volume decline in its bulk water business.

Consolidated average price per unit case decreased 13.2% reaching Ps. 40.92 in 2014, as compared to Ps. 47.15 in 2013. This decline was driven by the previously mentioned negative translation effect in Venezuela. In local currency, average price per unit case increased in all of Coca-Cola FEMSA’s territories, with the exception of Colombia.

Gross profit decreased 6.2% to Ps. 68,382 million in 2014. This decline was driven by the previously mentioned negative translation effect in Venezuela. In local currency, lower sweetener and PET prices in most of Coca-Cola FEMSA’s operations were offset by the depreciation of the average exchange rate of the Argentine peso, the Brazilian reais, the Colombian peso and the Mexican peso as applied to Coca-Cola FEMSA’s U.S. dollar-denominated raw material costs. Reported gross margin reached 46.4% in 2014.

For Coca-Cola FEMSA the component of cost of goods sold include raw materials (principally concentrate, sweeteners and packaging materials), depreciation costs attributable to Coca-Cola FEMSA’s production facilities, wages and other employment costs associated with labor force employed at its production facilities and certain overhead costs. Concentrate prices are determined as a percentage of the retail price of Coca-Cola FEMSA’s products in the local currency, net of applicable taxes. Packaging materials, mainly PET and aluminum, and High Fructose Corn Syrup (“HFCS”), used as a sweetener in some countries, are denominated in U.S. dollars.

Administrative and selling expenses as a percentage of total revenues decreased 110 basis points to 31.8% in 2014 as compared to 2013. Administrative and selling expenses in absolute terms decreased 8.7% mainly as a result of the lower contribution of Venezuela, which was driven by the previously mentioned negative translation effect. In local currency, operating expenses decreased as a percentage of revenues in most of Coca-Cola FEMSA’s operations, despite of continued marketing investments across its territories to support Coca-Cola FEMSA’s marketplace execution and bolster its returnable presentation base, higher labor costs in Venezuela and Argentina, and higher freight cost in Brazil and Venezuela.

As used by Coca-Cola FEMSA, the term “comprehensive financing result” refers to the combined financial effects of net interest expenses, net financial foreign exchange gains or losses, and net gains or losses on monetary position from the hyperinflationary countries in which Coca-Cola FEMSA operates. Net financial foreign exchange gains or losses represent the impact of changes in foreign-exchange rates on financial assets or liabilities denominated in currencies other than local currencies and gains or losses resulting from derivative financial instruments. A financial foreign exchange loss arises if a liability is denominated in a foreign currency that appreciates relative to the local currency between the date the liability is incurred or the beginning of the period, whichever comes first, and the date it is repaid or the end of the period, whichever comes first, as the appreciation of the foreign currency results in an increase in the amount of local currency, which must be exchanged to repay the specified amount of the foreign currency liability.

Comprehensive financing result in 2014 recorded an expense of Ps. 6,422 million as compared to an expense of Ps. 3,773 million in 2013. This increase was mainly driven by (i) a higher interest expenses due to a larger debt position and (ii) a foreign exchange loss mainly as a result of the depreciation of the end-of-period exchange rate of the Mexican peso during the year, as applied to a higher US dollar-denominated net debt position.

During 2014, income tax, as a percentage of income before taxes, was 25.8% as compared to 33.3% in 2013. The lower effective tax rate registered during 2014 is mainly related to (i) a smaller contribution from our Venezuelan subsidiary (resulting from the use of the SICAD II rate for translation purposes) which carries a higher effective tax rate, (ii) the inflationary tax effects in Venezuela, and (iii) a one-time benefit resulting from the settlement of certain contingent tax liabilities under the tax amnesty program offered by the Brazilian tax authorities, which was registered during the third quarter of 2014.

 

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Coca-Cola FEMSA’s consolidated net controlling interest income reached Ps. 10,542 million in 2014 as compared to Ps. 11,543 million in 2013. Earnings per share (“EPS”) in the full year of 2014 were 5.09 (Ps. 50.86 per ADS) computed on the basis of 2,072.9 million shares outstanding (each ADS represents 10 local shares).

FEMSA Comercio

FEMSA Comercio total revenues increased 12.4% to Ps. 109,624 million in 2014 compared to Ps. 97,572 million in 2013, primarily as a result of the opening of 1,132 net new stores during 2014, together with an average increase in same-store sales of 2.7%. As of December 31, 2014, there were a total of 12,853 stores. FEMSA Comercio same-store sales increased an average of 2.7% compared to 2013, driven by a 2.7% increase in average customer ticket while store traffic remained stable.

Cost of goods sold increased 11.5% to Ps. 70,238 million in 2014, below total revenue growth, compared with Ps. 62,986 million in 2013. Gross margin expanded 50 percentage points to reach 35.9% of total revenues. This increase reflects a more effective collaboration and execution with our key supplier partners, including higher and more efficient joint use of promotion-related resources, as well as objective-based incentives.

Administrative expenses increased 8.4% to Ps. 2,042 million in 2014, compared with Ps. 1,883 million in 2013; however, as a percentage of sales, they remained stable at 1.9%. Selling expenses increased 15.3% to Ps. 28,492 million in 2014 compared with Ps. 24,707 million in 2013. The increase in operating expenses was driven by (i) the strong growth in new stores, (ii) expenses related to the incorporation of the drugstore and quick-service restaurant operations and (iii) the strengthening of FEMSA Comercio’s business and organizational structure in preparation for the growth of new operations, particularly drugstores.

Results from our Operations for the Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

FEMSA Consolidated

FEMSA’s consolidated total revenues increased 8.3% to Ps. 258,097 million in 2013 compared to Ps. 238,309 million in 2012. Both beverages and retail operations contributed positively to this revenue growth. Coca-Cola FEMSA’s total revenues increased 5.6% to Ps. 156,011 million, driven by the integration of the beverage divisions of Grupo Fomento Queretano and Grupo Yoli in Mexico and Companhia Fluminense and Spaipa in Brazil. FEMSA Comercio’s revenues increased 12.9% to Ps. 97,572 million, mainly driven by the opening of 1,120 net new stores combined with an average increase of 2.4% in same-store sales.

Consolidated gross profit increased 8.2% to Ps. 109,654 million in 2013 compared to Ps. 101,300 million in 2012. Gross margin remained stable compared to 2012 at 42.5% of consolidated total revenues.

Consolidated administrative expenses increased 4.3% to Ps. 9,963 million in 2013 compared to Ps. 9,552 million in 2012. As a percentage of total revenues, consolidated administrative expenses decreased from 4.0% in 2012 to 3.9% in 2013.

Consolidated selling expenses increased 12.1% to Ps. 69,574 million in 2013 as compared to Ps. 62,086 million in 2012. This increase was attributable to greater selling expenses at Coca-Cola FEMSA and FEMSA Comercio. As a percentage of total revenues, selling expenses increased 90 basis points, from 26.0% in 2012 to 26.9% in 2013.

Some of our subsidiaries pay management fees to us in consideration for corporate services we provide to them. These fees are recorded as administrative expenses in the respective business segments. Our subsidiaries’ payments of management fees are eliminated in consolidation and, therefore, have no effect on our consolidated operating expenses.

 

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Other income mainly includes gains on sales of shares and long-lived assets and the write-off of certain contingencies. During 2013, other income decreased to Ps. 651 million from Ps. 1,745 million in 2012, due to a tough comparison primarily driven by the net effect of the sale of Quimiproductos in the fourth quarter of 2012.

Other expenses mainly include disposal and impairment of long-lived assets, contingencies, as well as their subsequent interest and penalties, severance payments derived from restructuring programs and donations. During 2013, other expenses decreased to Ps. 1,439 million from Ps. 1,973 million in 2012.

Net financing expenses increased to Ps. 4,249 million from Ps. 1,904 million in 2012, driven by an interest expense of Ps. 4,331 million in 2013 compared to Ps. 2,506 million in 2012 resulting from higher financing expenses related to bonds issued by FEMSA and Coca-Cola FEMSA.

Our accounting provision for income taxes in 2013 was Ps. 7,756 million, as compared to Ps. 7,949 million in 2012, resulting in an effective tax rate of 30.9% in 2013, as compared to 28.9% in 2012.

Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes, decreased 42.9% to Ps. 4,831 million in 2013 compared with Ps. 8,470 million in 2012, mainly driven by a tough comparable base caused by a non-cash exceptional gain related to the revaluation of certain equity interests held by Heineken in Asia in the fourth quarter of 2012.

Consolidated net income was Ps. 22,155 million in 2013 compared to Ps. 28,051 million in 2012, resulting from a tough comparable base caused by a non-cash exceptional gain related to the revaluation of certain equity interests held by Heineken in Asia in the fourth quarter of 2012, as well as by higher financing expenses, which were modestly offset by the growth in income from operations. Controlling interest net income amounted to Ps. 15,922 million in 2013 compared to Ps. 20,707 million in 2012, which difference was also due principally to a tough comparable base caused by a non-cash exceptional gain related to the revaluation of certain equity interests held by Heineken in Asia in the fourth quarter of 2012. Controlling interest net income per FEMSA Unit in 2013 was Ps. 4.45 (US$ 3.40 per ADS).

Coca-Cola FEMSA

Coca-Cola FEMSA consolidated total revenues increased 5.6% to Ps. 156,011 million in 2013, as compared to 2012. Revenue growth of 6.9% in Coca-Cola FEMSA’s Mexico and Central America division (including Venezuela), including the integration of Grupo Fomento Queretano and Grupo Yoli in its Mexican operations, coupled with a 4.6% growth in its South America division, including the integration of Spaipa and Companhia Fluminense in Brazil, compensated for the negative translation effect generated by the devaluation of the currencies in Coca-Cola FEMSA’s South America division. Excluding the recently integrated territories in Mexico and Brazil, total revenues reached Ps. 149,210 million, an increase of 1.0% with respect to 2012. On a currency neutral basis and excluding the non-comparable effect of Grupo Fomento Queretano, Grupo Yoli, Spaipa and Companhia Fluminense, total revenues increased 16.3% in 2013 as compared to 2012.

Total sales volume increased 5.2% to 3,204.6 million unit cases in 2013, as compared to 2012. Excluding the integration of Grupo Fomento Queretano and Grupo Yoli in Coca-Cola FEMSA’s Mexican operations and Spaipa and Companhia Fluminense in its Brazilian operations, volumes remained flat at 3,055.2 million unit cases in 2013. On the same basis, the still beverage category grew 8.5%, mainly driven by the performance of the Jugos del Valle line of business, Powerade and FUZE tea across Coca-Cola FEMSA’s territories. In addition and excluding the newly integrated territories, Coca-Cola FEMSA’s bottled water portfolio grew 5.3%, driven by the performance of Ciel, Bonaqua, and Brisa brands. These increases compensated for flat volumes in Coca-Cola FEMSA’s sparkling beverage category and a 2.2% decrease in its bulk water business.

Consolidated average price per unit case decreased 0.3%, reaching Ps. 47.15 in 2013, as compared to Ps. 47.27 in 2012, mainly due to the negative translation effect resulting from the depreciation of the currencies of our South America division, including Venezuela. In local currency, average price per unit case increased in most of Coca-Cola FEMSA’s territories mainly driven by price increases implemented during the year.

 

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Gross profit increased 6.3% to Ps. 72,935 million in 2013, as compared to 2012. Cost of goods sold increased 5.0%, mainly as a result of lower sugar prices in most of Coca-Cola FEMSA’s territories in combination with the appreciation of the average exchange rate of the Mexican peso, which compensated for the depreciation of the average exchange rate of the Venezuelan bolivar, the Argentine peso, the Brazilian reais and the Colombian peso as applied to Coca-Cola FEMSA’s U.S. dollar-denominated raw material costs. Gross margin reached 46.7%, an increase of 20 basis points as compared to 2012.

For Coca-Cola FEMSA, the components of cost of goods sold include raw materials (principally concentrate, sweeteners and packaging materials), depreciation costs attributable to Coca-Cola FEMSA’s production facilities, wages and other employment costs associated with the labor force employed at its production facilities and certain overhead costs. Concentrate prices are determined as a percentage of the retail price of Coca-Cola FEMSA’s products in local currency net of applicable taxes. Packaging materials, mainly PET and aluminum, and HFCS, used as a sweetener in some countries, are denominated in U.S. dollars.

Administrative and selling expenses as a percentage of total revenues increased 150 basis points to 32.9% in 2013 as compared to 2012. Administrative and selling expenses in absolute terms increased 10.5%, mainly as a result of the integration of Grupo Fomento Queretano and Grupo Yoli in Coca-Cola FEMSA’s Mexican operations and Spaipa and Companhia Fluminense in its Brazilian operations. In addition, administrative and selling expenses grew as a consequence of higher labor and freight costs in Coca-Cola FEMSA’s South America division and continued marketing investments to support Coca-Cola FEMSA’s marketplace execution and bolster its returnable packaging base across its territories.

As used by Coca-Cola FEMSA, the term “comprehensive financing result” refers to the combined financial effects of net interest expense, net financial foreign exchange gains or losses, and net gains or losses on monetary position from its Venezuelan operations, as the only hyperinflationary country in which Coca-Cola FEMSA operates. Net financial foreign exchange gains or losses represent the impact of changes in foreign-exchange rates on financial assets or liabilities denominated in currencies other than local currencies and gains or losses resulting from derivative financial instruments. A financial foreign exchange loss arises if a liability is denominated in a foreign currency that appreciates relative to the local currency between the date the liability is incurred or the beginning of the period, whichever comes first, and the date it is repaid or the end of the period, whichever comes first, as the appreciation of the foreign currency results in an increase in the amount of local currency, which must be exchanged to repay the specified amount of the foreign currency liability.

Comprehensive financing result for Coca-Cola FEMSA in 2013 recorded an expense of Ps. 3,773 million as compared to an expense of Ps. 1,246 million in 2012. This increase was mainly driven by higher interest expense due to a larger debt position and a foreign exchange loss mainly as a result of the depreciation of the end-of-period exchange rate of the Mexican peso during the year as applied to a higher U.S. dollar-denominated net debt position.

Income taxes decreased to Ps. 5,731 million in 2013, from Ps. 6,274 million in 2012. In 2013, taxes as a percentage of income before taxes and share of profit of associates and joint ventures accounted for using the equity method were 33.3%, as compared to 31.4% in 2012. The difference was mainly driven by lower effective tax rates imposed in 2012 resulting from a tax benefit related to interest on capital derived from a dividend declared by Coca-Cola FEMSA’s Brazilian subsidiary.

On January 25, 2013, as part of Coca-Cola FEMSA’s efforts to expand its geographic reach, it acquired a 51% non-controlling majority stake in CCFPI. Coca-Cola FEMSA currently recognizes the results of CCFPI using the equity method and reflects such results in its Mexico and Central America division. In 2013, Coca-Cola FEMSA recognized equity income of Ps. 108 million regarding its economic interest in CCFPI. Coca-Cola FEMSA reports its equity method investment in CCFPI as a separate reporting segment. For further information see Note 26 to our audited consolidated financial statements.

Coca-Cola FEMSA’s consolidated net controlling interest income decreased 13.4% to Ps. 11,543 million in 2013 as compared to 2012. Earnings per share in 2013 were Ps. 5.61 (Ps. 56.14 per Coca-Cola FEMSA ADS) computed on the basis of 2,056.0 million shares outstanding (each Coca-Cola FEMSA ADS represents 10 Coca-Cola FEMSA Series L shares) as of December 31, 2013.

 

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FEMSA Comercio

FEMSA Comercio total revenues increased 12.9% to Ps. 97,572 million in 2013 compared to Ps. 86,433 million in 2012, primarily as a result of the opening of 1,120 net new stores during 2013, together with an average increase in same-store sales of 2.4%. As of December 31, 2013, there were a total of 11,721 stores in Mexico. FEMSA Comercio same-store sales increased an average of 2.4% compared to 2012, driven by a 2.8% increase in average customer ticket that more than offset a 0.5% decrease in store traffic.

Cost of goods sold increased 12.1% to Ps. 62,986 million in 2013, below total revenue growth, compared with Ps. 56,183 million in 2012. As a result, gross profit reached Ps. 34,586 million in 2013, which represented a 14.3% increase from 2012. Gross margin expanded 40 basis points to reach 35.4% of total revenues. This increase reflects (i) a positive mix shift due to the growth of higher margin categories, and (ii) a more effective collaboration and execution with our key supplier partners, including higher and more efficient joint use of promotion-related marketing resources, as well as objective-based incentives.

Administrative expenses increased 13.0% to Ps. 1,883 million in 2013, compared with Ps. 1,666 million in 2012; however, as a percentage of sales, they remained stable at 1.9%. Selling expenses increased 13.9% to Ps. 24,707 million in 2013 compared with Ps. 21,686 million in 2012, largely driven by the growing number of stores and distribution centers and specialized routes as well as incremental expenses related to new initiatives.

Liquidity and Capital Resources

Liquidity

Each of our sub-holding companies generally finances its operational and capital requirements on an independent basis. As of December 31, 2014, 81% of our outstanding consolidated total indebtedness was at the level of our sub-holding companies. This structure is attributable, in part, to the inclusion of third parties in the capital structure of Coca-Cola FEMSA. Anticipating liquidity needs for general corporate purposes, in May 2013 we issued US$ 300 million in aggregate principal amount of 2.875% Senior Notes due 2023 and US$ 700 million in aggregate principal amount of 4.375% Senior Notes due 2043. In addition, in November 2013 and January 2014, Coca-Cola FEMSA issued US$ 1,000 million in aggregate principal amount of 2.375% Senior Notes due 2018, US$ 900 million in aggregate principal amount of 3.875% Senior Notes due 2023 and US$ 600 million in aggregate principal amount of 5.250% Senior Notes due 2043. We may decide to incur additional indebtedness at our holding company in the future to finance the operations and capital requirements of our subsidiaries or significant acquisitions, investments or capital expenditures. As a holding company, we depend on dividends and other distributions from our subsidiaries to service our indebtedness and to finance our operations and capital requirements.

We continuously evaluate opportunities to pursue acquisitions or engage in joint ventures or other transactions. We would expect to finance any significant future transactions with a combination of cash from operations, long-term indebtedness and capital stock.

Our principal source of liquidity has generally been cash generated from our operations. We have traditionally been able to rely on cash generated from operations because a significant majority of the sales of Coca-Cola FEMSA and FEMSA Comercio are on a cash or short-term credit basis, and OXXO stores are able to finance a significant portion of their initial and ongoing inventories with supplier credit. Our principal use of cash has generally been for capital expenditure programs, debt repayment and dividend payments. In our opinion, our working capital is sufficient for our present requirements.

Our sub-holding companies generally incur short-term indebtedness in the event that they are temporarily unable to finance operations or meet capital requirements with cash from operations. A significant decline in the business of any of our sub-holding companies may affect the sub-holding company’s ability to fund its capital requirements. A significant and prolonged deterioration in the economies in which we operate or in our businesses may affect our ability to obtain short-term and long-term credit or to refinance existing indebtedness on terms satisfactory to us.

 

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The following is a summary of the principal sources and uses of cash for the years ended December 31, 2014, 2013 and 2012, from our consolidated statement of cash flows:

Principal Sources and Uses of Cash

Years ended December 31, 2014, 2013 and 2012

(in millions of Mexican pesos)

 

     2014     2013     2012  

Net cash flows provided by operating activities

     Ps. 37,364        Ps. 28,758        Ps. 30,785   

Net cash flows (used in) investing activities

     (15,608     (55,231     (14,643

Net cash flows (used in) provided by financing activities

     (9,288     20,584        (3,418

Dividends paid

     (3,152     (16,493     (9,186

Principal Sources and Uses of Cash for the Year ended December 31, 2014 Compared to the Year Ended December 31, 2013

Our net cash generated by operating activities was Ps. 37,364 million for the year ended December 31, 2014 compared to Ps. 28,758 million generated by operating activities for the year ended December 31, 2013, an increase of Ps. 8,606 million. This increase was mainly the result of increased financing from suppliers in the amount of Ps. 6,393 million, which was partially offset by increased other long-term liabilities of Ps. 2,199 million due to contingencies payments. Also, there was a decrease of income taxes paid of Ps. 3,039 million due to the decline of taxable income over the prior year, a decrease of Ps. 419 in inventories, and finally, there was an increase in accounts receivable of Ps. 3,014 which was offset by other current financial assets in the amount of Ps. 3,244 million. The increase was also partially driven by an increase of Ps. 604 million in our cash flow from operating activities before changes in operating accounts due to our increased sales on a cash basis.

Our net cash used in investing activities was Ps. 15,608 million for the year ended December 31, 2014 compared to Ps. 55,231 million used in investing activities for the year ended December 31, 2013, a decrease of Ps. 39,623 million. This was primarily the result of a decrease in acquisition-related costs in the amount of Ps. 40,675 million, given that Coca-Cola FEMSA did not allocate a significant part of its cash to acquire bottling operations as compared to the prior year. This was partially offset by a decrease of Ps. 1,388 million in 2014 of cash inflows, because of fewer cash inflows from our held to maturity investments.

Our net cash used in financing activities was Ps. 9,288 million for the year ended December 31, 2014 compared to Ps. 20,584 million generated by financing activities for the year ended December 31, 2013, a decrease of Ps. 29,872 million. This decrease was primarily due to lower proceeds from bank borrowings in 2014 of Ps. 5,354 million as compared to Ps. 78,907 million in 2013, offset by payments on bank loans of Ps. 5,721 million in 2014 compared to Ps. 39,962 million in 2013 as well as lower dividend payments of Ps. 3,152 million compared to Ps. 16,493 million in 2013. Finally, this was partially offset by an increase of derivative financial instruments costs of Ps. 2,964 million.

Principal Sources and Uses of Cash for the Year ended December 31, 2013 Compared to the Year Ended December 31, 2012

Our net cash generated by operating activities was Ps. 28,758 million for the year ended December 31, 2013 compared to Ps. 30,785 million for the year ended December 31, 2012, a decrease of Ps. 2,027 million. This decrease was primarily the result of lower financing from suppliers in the amount of Ps. 3,316 million as well as higher amounts of income taxes paid of Ps. 934 million because of higher levels of taxable income, and increased accounts receivable of Ps. 1,202 million. This was partially offset by an increase of Ps. 2,900 million in our cash flow from operating activities before changes in operating accounts due to our increased sales on a cash basis.

Our net cash used in investing activities was Ps. 55,231 million for the year ended December 31, 2013 compared to Ps. 14,643 million for the year ended December 31, 2012, an increase of Ps. 40,588 million. This increase was primarily due to the acquisition of Grupo Yoli for Ps. 1,046 million, Companhia Fluminense for Ps. 4,648 million, Spaipa for Ps. 23,056 million, other acquisitions of Ps. 3,021 million and an investment in shares of Coca-Cola Bottlers Philippines for Ps. 8,904 million in 2013.

 

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Our net cash generated by financing activities was Ps. 20,584 million for the year ended December 31, 2013 compared to net cash used in financing activities of Ps. 3,418 million for the year ended December 31, 2012, an increase of Ps. 24,002 million. This increase was primarily due to higher proceeds from bank borrowings in 2013 of Ps. 78,907 million as compared to Ps. 14,048 million in 2012, offset by higher amounts of payments on bank loans of Ps. 39,962 million in 2013 as compared to Ps. 5,872 million in 2012 as well as higher dividend payments of Ps. 16,493 million in 2013 compared to Ps. 9,186 million in 2012. Cash generated by financing activities was primarily used to finance our business acquisitions.

Consolidated Total Indebtedness

Our consolidated total indebtedness as of December 31, 2014 was Ps. 84,488 million compared to Ps. 76,748 million in 2013 and Ps. 37,342 million as of December 31, 2012. Short-term debt (including maturities of long-term debt) and long-term debt were Ps. 1,553 million and Ps. 82,935 million, respectively, as of December 31, 2014, as compared to Ps. 3,827 million and Ps. 72,921 million, respectively, as of December 31, 2013, and Ps. 8,702 million and Ps. 28,640 million, respectively, as of December 31, 2012. Cash and cash equivalents were Ps. 35,497 million as of December 31, 2014, as compared to Ps. 27,259 million as of December 31, 2013 and Ps. 36,521 million as of December 31, 2012.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements.

Contractual Obligations

The table below sets forth our contractual obligations as of December 31, 2014.

 

     Maturity  
     Less than
1 year
     1 - 3 years      3 - 5 years      In excess of
5 years
     Total  
     (in millions of Mexican pesos)  

Long-Term Debt

              

Mexican pesos

     Ps. —           Ps. 6,072         —           Ps. 9,988         Ps. 16,060   

Brazilian reais

     180         287         179         111         757   

Colombian pesos

     492         277         —           —           769   

U.S. dollars

     30         2,108         19,516         43,433         65,087   

Argentine pesos

     141         400         —           —           541   

Capital Leases

              

Brazilian reais

     261         385         129         50         825   

Interest payments(1)

              

Mexican pesos

     1,463         2,686         2,363         12,193         18,705   

Brazilian reais

     82         142         110         81         415   

Colombian pesos

     29         16         —           —           45   

U.S. dollars

     1,832         3,627         3,102         13,200         21,761   

Argentine pesos

     186         117         —           —           303   

Interest Rate Swaps and Cross Currency Swaps(2)

              

Mexican pesos

     1,650         3,755         2,826         9,439         17,670   

Brazilian reais

     2,768         5,497         3,164         15,211         26,640   

Colombian pesos

     28         16         —           —           44   

U.S. dollars

     1,240         4,144         1,713         7,862         14,959   

Argentine pesos

     187         51         —           —           238   

Operating leases

              

Mexican pesos

     3,434         6,474         5,866         15,672         31,446   

 

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     Maturity  
     Less than
1 year
     1 - 3 years      3 - 5 years      In excess of
5 years
     Total  
     (in millions of Mexican pesos)  

U.S. dollars

     196         347         342         361         1,246   

Others

     29         8         7         3         47   

Commodity price contracts

              

Sugar(3)

     1,341         989         —           —           2,330   

Aluminum(3)

     361         177         —           —           538   

Expected benefits to be paid for pension and retirement plans, seniority premiums, post-retirement medical services and post-employment

     622         557         565         1,657         3,401   

Other long-term liabilities(4)

     —           —           —           8,024         8,024   

 

(1) Interest was calculated using long-term debt as of and interest rate amounts in effect on December 31, 2014 without considering interest rate swap agreements. The debt and applicable interest rates in effect are shown in Note 18 to our audited consolidated financial statements. Liabilities denominated in U.S. dollars were translated to Mexican pesos at an exchange rate of Ps. 14.7180 per US$ 1.00, the exchange rate quoted to us by Banco de México for the settlement of obligations in foreign currencies on December 31, 2014.

 

(2) Reflects the amount of future payments that we would be required to make. The amounts were calculated by applying the rates giving effect to interest rate swaps and cross currency swaps applied to long-term debt as of December 31, 2014, and the market value of the unhedged cross currency swaps (the amount of debt used in the calculation of the interest was obtained by converting only the units of investment debt for the related cross currency swap, and it also includes the effect of related interest rate swaps).

 

(3) Reflects the notional amount of the futures and forward contracts used to hedge sugar and aluminum cost with a fair value liability of Ps. 409 million; see Note 20.6 to our audited consolidated financial statements.

 

(4) Other long-term liabilities include provisions and others, but not deferred taxes. Other long-term liabilities additionally reflects those liabilities whose maturity date is undefined and depends on a series of circumstances out of our control, therefore these liabilities have been considered to have a maturity of more than five years.

As of December 31, 2014, Ps. 1,553 million of our total consolidated indebtedness was short-term debt (including maturities of long-term debt).

As of December 31, 2014, our consolidated average cost of borrowing, after giving effect to the cross currency and interest rate swaps, was approximately 7.7% (the total amount of debt used in the calculation of this percentage was obtained by converting only the units of investment debt for the related cross currency swap, and it also includes the effect of related interest rate swaps). As of December 31, 2013 our consolidated average cost of borrowing, after giving effect to the cross currency swaps, was 4.7%. As of December 31, 2014, after giving effect to cross currency swaps, approximately 42.7% of our total consolidated indebtedness was denominated and payable in Mexican pesos, 22.6% in U.S. dollars, 1.0% in Colombian pesos, 1.1% in Argentine pesos and the remaining 32.7% in Brazilian reais.

 

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Overview of Debt Instruments

The following table shows the allocations of total debt of our company as of December 31, 2014:

 

     Total Debt Profile of the Company  
     FEMSA
and Others
    Coca-Cola
FEMSA
    FEMSA
Comercio
     Total
Debt
 
     (in millions of Mexican pesos)  

Short-term Debt

         

Argentine pesos:

         

Bank loans

     Ps. —          Ps. 301        —           Ps. 301   

Brazilian reais

         

Bank loans

     148        —          —           148   

Long-term Debt(1)

         

Mexican pesos:

         

Units of Investment (UDIs)

     3,599        —          —           3,599   

Senior notes

     —          12,461        —           12,461   

U.S. dollars:

         

Bank loans

     —          6,986        —           6,986   

Senior Notes

     14,209        43,893        —           58,102   

Brazilian reais:

         

Bank loans

     440        316        —           756   

Capital leases

     65        760        —           825   

Colombian pesos:

         

Bank loans

     —          769        —           769   

Argentine pesos:

         

Bank loans

     —          541        —           541   

Total

     Ps. 18,461        Ps. 66,027        Ps. —           Ps. 84,488   

Average Cost(2)

         

Mexican pesos

     6.5     4.9     —           5.6

U.S. dollars

     —          6.1     —           6.1

Brazilian reais

     7.8     11.0     —           10.9

Argentine pesos

     —          26.9     —           26.9

Colombian pesos

     —          5.9     —           5.9

Total

     6.6     8.0     —           7.7

 

(1) Includes the Ps. 1,104 million current portion of long-term debt.

 

(2) Includes the effect of cross currency and interest rate swaps (the total amount of the debt used in the calculation of this percentage considers converting only the units of investments debt for the related cross currency swap, and it also includes the effect of related interest rate swaps). Average cost is determined based on interest rates as of December 31, 2014.

Restrictions Imposed by Debt Instruments

Generally, the covenants contained in the credit agreements and other instruments governing indebtedness entered into by us or our sub-holding companies include limitations on the incurrence of any additional debt based on debt service coverage ratios or leverage tests. These credit agreements also generally include restrictive covenants applicable to the Company, our sub-holding companies and their subsidiaries.

As of December 31, 2014, Coca-Cola FEMSA was in compliance with all of its covenants. FEMSA was not subject to any financial covenants as of that date. A significant and prolonged deterioration in our consolidated results could cause us to cease to be in compliance under certain indebtedness in the future. We can provide no assurances that we will be able to incur indebtedness or to refinance existing indebtedness on similar terms in the future.

Summary of Debt

The following is a summary of our indebtedness by sub-holding company and for FEMSA as of December 31, 2014:

Coca-Cola FEMSA

 

   

Coca-Cola FEMSA’s total indebtedness was Ps. 66,027 million as of December 31, 2014. Short-term debt (including the current portion of long-term debt) and long-term debt were Ps. 1,206 million and 64,821 million, respectively. As of December 31, 2014, cash and cash equivalents were Ps. 12,958 million and were comprised of 64% U.S. dollars, 9% Mexican pesos, 11% Brazilian reais, 11% Venezuelan bolivars, 2% Argentine pesos, 2% Colombian pesos and 1% Costa Rican colones.

 

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As part of Coca-Cola FEMSA’s financing policy, it expects to continue to finance its liquidity needs with cash from operations. Nonetheless, as a result of regulations in certain countries in which it operates, it may not be beneficial or, as the case of exchange controls in Venezuela, practicable for Coca-Cola FEMSA to remit cash generated in local operations to fund cash requirements in other countries. Exchange controls like those in Venezuela may also increase the real price of remitting cash from operations to fund debt requirements in other countries. In addition, in the event that cash from operations in these countries is not sufficient to fund future working capital requirements and capital expenditures, Coca-Cola FEMSA may decide, or be required, to fund cash requirements in these countries through local borrowings rather than remitting funds from another country. Coca-Cola FEMSA’s liquidity in Venezuela could be affected by changes in the rules applicable to exchange rates as well as other regulations, such as exchange controls. In addition, in the future Coca-Cola FEMSA may finance its working capital and capital expenditure needs with short-term or other borrowings.

 

   

Any further changes in the Venezuelan exchange control regime, and future currency devaluations or the imposition of exchange controls in any of the countries in which Coca-Cola FEMSA has operations could have an adverse effect on Coca-Cola FEMSA financial position and liquidity.

FEMSA Comercio

 

   

As of December 31, 2014, FEMSA Comercio had no debt.

FEMSA and others

 

   

As of December 31, 2014, FEMSA and others had total outstanding debt of Ps. 18,461 million, which is comprised of Ps. 3,599 million of unidades de inversión (inflation indexed units, or UDIs), which mature in November 2017, Ps. 588 million of bank debt (of which Ps. 455 million is held by our logistics services subsidiary and Ps. 133 million is held by our refrigeration business) in other currencies, Ps. 65 million of finance leases, held by our logistics services subsidiary, with maturity dates between 2015 and 2020, and Ps. 4,308 million of Senior Notes due 2023 and Ps. 9,900 million of Senior Notes due 2043 that we issued in May 2013. See “—Liquidity.” FEMSA and others’ average cost of debt, after giving effect to interest rate swaps and cross currency swaps, as of December 31, 2014, was 6.58% in Mexican pesos (the amount of debt used in the calculation of this percentage was obtained by converting only the units of investments debt for the related cross currency swap, and it also includes the effect of related interest rate swaps).

Contingencies

We have various loss contingencies, for which reserves have been recorded in those cases where we believe an unfavorable resolution is probable and can be reasonably quantified. See “Item 8. Financial Information—Legal Proceedings.” Any amounts required to be paid in connection with these loss contingencies would be required to be paid from available cash.

The following table presents the nature and amount of loss contingencies recorded as of December 31, 2014:

 

     Loss Contingencies
As of December 31, 2014

(in millions of Mexican pesos)
 

Taxes, primarily indirect taxes

     Ps. 2,271   

Legal

     427   

Labor

     1,587   
  

 

 

 

Total

     Ps. 4,285   
  

 

 

 

 

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As is customary in Brazil, we have been asked by the tax authorities to collateralize tax contingencies currently in litigation amounting to Ps. 3,026 million, Ps. 2,248 and Ps. 2,164 million as of December 31, 2014, 2013 and 2012, respectively, by pledging fixed assets or providing bank guarantees.

In connection with certain past business combinations, Coca-Cola FEMSA has been indemnified by the sellers for certain contingencies. See “Item 4. Information on the Company—Coca-Cola FEMSA—Corporate History.”

We have other contingencies that, based on a legal assessment of their risk of loss, have been classified by our legal counsel as more than remote but less than probable. These contingencies have a financial impact that is disclosed as loss contingencies in the notes of the consolidated financial statements. These contingencies, or our assessment of them, may change in the future, and we may record reserves or be required to pay amounts in respect of these contingencies. As of December 31, 2014, the aggregate amount of such contingencies for which we had not recorded a reserve was Ps. 30,071 million.

Capital Expenditures

For the past five years, we have had significant capital expenditure programs, which for the most part were financed with cash from operations. Capital expenditures reached Ps. 18,163 million in 2014 compared to Ps. 17,882 million in 2013, an increase of 1.6%. This was driven by Coca-Cola FEMSA investments related to production capacity, coolers, returnable bottles and cases, infrastructure and IT, and incremental investments at FEMSA Comercio, mainly related to store expansion. However, the translation effect resulting from using the SICAD II exchange rate to translate our consolidated financial statements negatively affected our investments compared to the prior year. Additionally, investments at our logistics service subsidiary were higher in 2014 than in 2013. The principal components of our capital expenditures have been for equipment, market-related investments and production capacity, distribution network expansion at Coca-Cola FEMSA and the opening of new stores at FEMSA Comercio. See “Item 4. Information on the Company—Capital Expenditures and Divestitures.”

Expected Capital Expenditures for 2015

Our capital expenditure budget for 2015 is expected to be approximately US$ 1,364 (Ps. 19,856) million. The following discussion is based on each of our sub-holding companies’ internal 2014 budgets. The capital expenditure plan for 2015 is subject to change based on market and other conditions and the subsidiaries’ results and financial resources.

Coca-Cola FEMSA’s capital expenditures in 2015 are expected to reach US$ 850 million, approximately. Coca-Cola FEMSA’s capital expenditures in 2015 are primarily intended for:

 

   

investments in production capacity;

 

   

market investments;

 

   

returnable bottles and cases;

 

   

improvements throughout its distribution network; and

 

   

investments in information technology.

Coca-Cola FEMSA estimates that of its projected capital expenditures for 2015, approximately 28% will be for its Mexican territories and the remainder will be for its non-Mexican territories. Coca-Cola FEMSA believes that internally generated funds will be sufficient to meet its budgeted capital expenditures for 2015. Coca-Cola FEMSA’s capital expenditure plan for 2015 may change based on market and other conditions and on its results and financial resources.

FEMSA Comercio’s capital expenditure budget in 2015 is expected to total approximately US$ 430 million, and will be allocated to the opening of new OXXO stores and to a lesser extent to the refurbishing of existing OXXO stores. In addition, investments are planned in FEMSA Comercio’s IT, ERP software updates and transportation equipment.

 

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Hedging Activities

Our business activities require the holding or issuing of derivative instruments to hedge our exposure to market risks related to changes in interest rates, foreign currency exchange rates, equity risk and commodity price risk. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk.”

The following table provides a summary of the fair value of derivative financial instruments as of December 31, 2014. If such instruments are not traded in a formal market, fair value is determined by applying techniques based upon technical models we believe are supported by sufficient, reliable and verifiable market data, recognized in the financial sector.

 

     Fair Value At December 31, 2014  
     Maturity
less than
1 year
     Maturity 1 - 3
years
     Maturity 3 - 5
years
     Maturity in
excess of 5
years
     Fair Value
Asset
 
     (in millions of Mexican pesos)  

Derivative financial instruments position

     Ps. 63         Ps. 1,036         Ps. 3,017         Ps. 2,068         Ps. 6,184   

 

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors

Management of our business is vested in the board of directors and in our chief executive officer. Our bylaws provide that the board of directors will consist of no more than 21 directors and their corresponding alternate directors elected by our shareholders at the AGM. Directors are elected for a term of one year. Alternate directors are authorized to serve on the board of directors in place of their specific directors who are unable to attend meetings and may participate in the activities of the board of directors. Our bylaws provide that the holders of the Series B Shares elect at least eleven directors and that the holders of the Series D Shares elect five directors. See “Item 10. Additional Information—Bylaws.”

In accordance with our bylaws and article 24 of the Mexican Securities Law, at least 25% of the members of our board of directors must be independent (as defined by the Mexican Securities Law).

The board of directors may appoint interim directors in the event that a director is absent or an elected director and corresponding alternate are unable to serve. Such interim directors shall serve until the next AGM, at which the shareholders shall elect a replacement.

Our bylaws provide that the board of directors shall meet at least once every three months. Actions by the board of directors must be approved by at least a majority of the directors present and voting. The chairman of the board of directors, the chairman of our audit or corporate practices committee, or at least 25% of our directors may call a board of directors’ meeting and include matters in the meeting agenda.

Our board of directors was elected at the AGM held on March 19, 2015, and is currently comprised of 18 directors and 17 alternate directors. The following table sets forth the current members of our board of directors:

 

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Series B Directors

 

José Antonio

Fernández Carbajal

Executive Chairman of the Board

   Born:    February 1954
  

First elected

(Chairman):

   2001
  

First elected

(Director):

   1984
   Term expires:    2016
   Principal occupation:    Executive Chairman of the board of directors of FEMSA
   Other directorships:    Chairman of the boards of directors of Coca-Cola FEMSA, Fundación FEMSA A.C., Instituto Tecnológico y de Estudios Superiores de Monterrey, (ITESM) and the US Mexico Foundation; Vice-Chairman of the Heineken Supervisory Board and member of the Heineken Holding Board, Industrias Peñoles, S.A.B. de C.V. (Peñoles), Grupo Televisa, S.A.B. (Televisa) and Co-chairman of the advisory board of Woodrow Wilson Center, Mexico Institute; member of the preparatory, and selection and appointment committees of Heineken N.V.
   Business experience:    Joined FEMSA’s strategic planning department in 1988, after which he held managerial positions at FEMSA Cerveza’s commercial division and OXXO. He was appointed Deputy Chief Executive Officer of FEMSA in 1991, and Chief Executive Officer in 1995, a position he held until December 31, 2013. On January 1, 2014, he was appointed Executive Chairman of our board of directors
   Education:    Holds an industrial engineering degree and an MBA from ITESM
   Alternate director:    Federico Reyes García

Mariana Garza Lagüera Gonda(2)

Director

   Born:    April 1970
   First elected:    1998
   Term expires:    2016
   Principal occupation:    Private investor
   Other directorships:    Member of the boards of directors of Coca-Cola FEMSA, ITESM and Museo de Historia Mexicana
   Education:    Holds an industrial engineering degree from ITESM and a Master of International Management from the Thunderbird American Graduate School of International Management
   Alternate director:    Eva María Garza Lagüera Gonda(1)

Paulina Garza Lagüera Gonda(2)

Director

   Born:    March 1972
   First elected:    1999
   Term expires:    2016
   Principal occupation:    Private investor
   Other directorships:    Alternate member of the board of directors of Coca-Cola FEMSA
   Education:    Holds a business administration degree from ITESM
   Alternate director:    Othón Páez Garza

José Fernando Calderón Rojas

Director

   Born:    July 1954
   First elected:    1984
   Term expires:    2016
   Principal occupation:    Chief Executive Officer and Chairman of the boards of directors of Franca Servicios, S.A. de C.V., Servicios Administrativos de Monterrey, S.A. de C.V., Regio Franca, S.A. de C.V., and Franca Industrias, S.A. de C.V.
   Other directorships:    Member of the boards of directors of Alfa, S.A.B. de C.V. (Alfa), ITESM, and member of the regional consulting board of BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer (Bancomer) and member of the audit and corporate practices committees of Alfa; member of Fundación UANL, A.C.; founder of Centro Integral Down A.C.; President of Patronato del Museo del Obispado A.C. and member of the external advisory board of Facultad de Derecho y Criminología of Universidad Autónoma de Nuevo León (UANL)
   Education:    Holds a law degree from UANL and completed specialization studies in tax at UANL
   Alternate director:    Francisco José Calderón Rojas(3)

 

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Consuelo Garza

de Garza

Director

   Born:    October 1930
   First elected:    1995
   Term expires:    2016
   Business experience:    Founder and former President of Asociación Nacional Pro-Superación Personal (a non-profit organization)
   Alternate director:    Alfonso Garza Garza(4)

Max Michel Suberville

Director

   Born:    July 1932
   First elected:    1985
   Term expires:    2016
   Principal occupation:    Investor
   Other directorships:    Member of the boards of directors of Grupo Nacional Provincial, S.A.B. (GNP), Afianzadora Sofimex, S.A., and Fianzas Dorama, S.A.; member of the boards of directors and member of the audit and corporate practices committees of Peñoles, Grupo Profuturo, S.A.B. de C.V. (Profuturo), and Profuturo GNP Pensiones, S.A. de C.V.
   Education:    Holds a graduate degree from The Massachusetts Institute of Technology and completed post-graduate studies at Harvard University
   Alternate director:    Max Michel González(5)

Alberto Bailleres González

Director

   Born:    August 1931
   First elected:    1989
   Term expires:    2016
   Principal occupation:    Chairman of the boards of directors of the following companies which are part of Grupo BAL, S.A. de C.V.: Peñoles, GNP, Fresnillo plc, Grupo Palacio de Hierro, S.A.B. de C.V., Grupo Profuturo, S.A.B. de C.V. Valores Mexicanos Casa de Bolsa S.A. de C.V., and Chairman of the governance board of Instituto Tecnológico Autónomo de México (ITAM) and founding member of Fundación Alberto Bailleres, A.C.
   Other directorships:    Member of the boards of directors of Grupo Financiero BBVA Bancomer, S.A. de C.V. (BBVA Bancomer), Bancomer, Dine, S.A.B. de C.V. (Dine), Televisa, Grupo Kuo, S.A.B. de C.V. (Kuo), and member of the advisory board of JP Morgan International Council and Consejo Mexicano de Hombres de Negocios
   Education:    Holds an economics degree and an Honorary Doctorate, both from ITAM
   Alternate director:    Arturo Fernández Pérez

 

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Francisco Javier Fernández Carbajal(6)

Director

   Born:    April 1955
   First elected:    2004
   Term expires:    2016
   Principal occupation:    Chief Executive Officer of Servicios Administrativos Contry, S.A. de C.V.
   Other directorships:    Member of the boards of directors of Visa, Inc., Alfa, Cemex, S.A.B. de C.V., Frisa Forjados, S.A. de C.V., Corporación EG, S.A. de C.V., Primero Fianzas, S.A., Primero Seguros, S.A., and alternate member of the board of directors of Peñoles
   Education:    Holds a mechanical and electrical engineering degree from ITESM and an MBA from Harvard University Business School
   Alternate director:    Javier Astaburuaga Sanjines

Ricardo Guajardo Touché

Director

   Born:    May 1948
   First elected:    1988
   Term expires:    2016
   Principal occupation:    Chairman of the board of directors of Solfi, S.A. de C.V. (Solfi)
   Other directorships:    Member of the boards of directors of Coca-Cola FEMSA, Grupo Valores Operativos Monterrey, S.A.P.I. de C.V., El Puerto de Liverpool, S.A.B. de C.V. (Liverpool), Alfa, BBVA Bancomer, Bancomer, Grupo Aeroportuario del Sureste, S.A. de C.V. (ASUR), Grupo Bimbo, S.A.B. de C.V. (Bimbo), Grupo Coppel, S.A. de C.V. (Coppel), ITESM and Vitro, S.A.B. de C.V.
   Education:    Holds an electrical engineering degree from ITESM and the University of Wisconsin and a master’s degree from the University of California at Berkeley
   Alternate director:    Alfonso González Migoya

Alfredo Livas Cantú

Director

   Born:    July 1951
   First elected:    1995
   Term expires:    2016
   Principal occupation:    President of Praxis Financiera, S.C.
   Other directorships:    Member of the boards of directors of Coca-Cola FEMSA, Grupo Senda Autotransporte, S.A. de C.V., Grupo Acosta Verde, S.A. de C.V., Evox, Grupo Industrial Saltillo, S.A.B. de C.V.; alternate member of the boards of directors of Grupo Financiero Banorte, S.A.B. de C.V. (Banorte) and Gruma, S.A.B. de C.V.; and member of the governance committee of Grupo Proeza, S.A.P.I. de C.V. (Proeza)
   Education:    Holds an economics degree from UANL and an MBA and master’s degree in economics from the University of Texas
   Alternate Director:    Sergio Deschamps Ebergenyi

 

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Bárbara Garza Lagüera Gonda(2)

Director

   Born:    December 1959
   First elected:    1998
   Term expires:    2016
   Principal occupation:    Private Investor and President of the acquisitions committee of Colección FEMSA
   Other directorships:    Member of the boards of directors of Fresnillo Plc. and Solfi; alternate member of the board of directors of Coca-Cola FEMSA; Vice Chairman and member of the boards of ITESM Campus Mexico City, Fondo para la Paz, Museo Franz Mayer, and Supervision Commision: FONCA – Fondo Nacional Cultural y Artes
   Education:    Holds a business administration degree from ITESM
   Alternate director:    Juan Guichard Michel(7)

Carlos Salazar Lomelín

Director

   Born:    April 1951
   First elected:    2014
   Term expires:    2016
   Principal occupation:    Chief Executive Officer of FEMSA
   Other directorships:    Member of the boards of directors of Coca-Cola FEMSA, BBVA Bancomer, Bancomer, AFORE Bancomer, S.A. de C.V., Seguros BBVA Bancomer, S.A. de C.V., Pensiones BBVA Bancomer, S.A. de C.V., ITESM and Fundación FEMSA; member of the advisory board of Premio Eugenio Garza Sada, Centro Internacional de Negocios Monterrey A.C. (CINTERMEX), Apex and the ITESM’s EGADE Business School; Executive Chairman of the Strategic Planning Board of the State of Nuevo León, Mexico
   Business experience:    In addition, Mr. Salazar has held managerial positions in several subsidiaries of FEMSA, including Grafo Regia, S.A. de C.V. and Plásticos Técnicos Mexicanos, S.A. de C.V., served as Chief Executive Officer of FEMSA Cerveza, where he also held various management positions in the Commercial Planning and Export divisions; in 2000 he was appointed as Chief Executive Officer of Coca-Cola FEMSA, a position he held until December 31, 2013; on January 1, 2014 he was appointed Chief Executive Officer of FEMSA
   Education:    Holds an economics degreefrom ITESM and performed postgraduate studies in business administration at ITESM and economic development in Italy
   Alternate director:    Eduardo Padilla Silva

 

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Ricardo Saldívar Escajadillo

Director

   Born:    November 1952
   First elected:    2006
   Term expires:    2016
   Principal Occupation:    President of the board of directors and Chief Executive Officer of The Home Depot Mexico
   Other directorships:    Member of the boards of directors of Asociación Nacional de Tiendas de Autoservicio y Departamentales, A.C., Asociación Mexicana de Comercio Electrónico and Cluster de Vivienda y Desarrollo Sustentable
   Education:    Holds a mechanical and administration engineering degree from ITESM, a master’s degrees in systems engineering from Georgia Tech Institute and executive studies from the Instituto Panamericano de Alta Dirección de Empresa (IPADE)
   Alternate Director:    Alfonso de Angoitia Noriega
Series D Directors      

Armando Garza Sada

Director

   Born:    June 1957
   First elected:    2003
   Term expires:    2016
   Principal occupation:    Chairman of the board of directors of Alfa and Alpek, S.A.B. de C.V.
   Other directorships:    Member of the boards of directors of Banorte, Liverpool, Grupo Lamosa S.A.B. de C.V. (Lamosa), Proeza, ITESM, and Frisa Industrias, S.A. de C.V.
   Business experience:    He has a long professional career in Alfa, including as Executive Vice President of Corporate Development
   Education:    Holds a BS in management from the Massachusetts Institute of Technology and an MBA from Stanford University Graduate School of Business
   Alternate director:    Enrique F. Senior Hernández

Moisés Naim

Director

   Born:    July 1952
   First elected:    2011
   Term expires:    2016
   Principal occupation:    Distinguished Fellow Carnegie Endowment for International Peace; producer and host of Efecto Naim; author and journalist
   Business experience:    Former Editor in Chief of Foreign Policy Magazine
   Other directorships:    Member of the board of directors of AES Corporation
   Education:    Holds a degree from the Universidad Metropolitana de Venezuela and a Master of Science and PhD from the Massachusetts Institute of Technology
   Alternate director:    Francisco Zambrano Rodríguez

 

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José Manuel

Canal Hernando

Director

   Born:    February 1940
   First elected:    2003
   Term expires:    2016
   Principal occupation:    Independent consultant
   Business experience:    Former managing partner at Ruiz, Urquiza y Cía, S.C. from 1981 to 1999, acted as statutory examiner of FEMSA from 1984 to 2002, was Chairman of the CINIF (Consejo Mexicano de Normas de Información Financiera, A.C.) and has extensive experience in financial auditing for holding companies, banks and financial brokers
   Other directorships:    Member of the boards of directors of Coca-Cola FEMSA, Gentera, S.A.B. de C.V. (Gentera), Kuo, Grupo Industrial Saltillo, S.A.B. de C.V., Estafeta Mexicana, S.A. de C.V. and Statutory Auditor of BBVA Bancomer
   Education:    Holds a CPA degree from Universidad Nacional Autónoma de México

Michael Larson

Director

   Born:    October 1959
   First elected:    2010
   Term expires:    2016
   Principal occupation:    Chief Investment Officer of William H. Gates III
   Other directorships:    Member of the boards of directors of AutoNation, Inc, Republic Services, Inc, Ecolab, Inc., and Chairman of the board of trustees of Western Asset/Claymore Inflation-Linked Securities & Income Fund and Western Asset/Claymore Inflation-Linked Opportunities & Income Fund
   Education:    Holds an MBA from the University of Chicago and a BA from Claremont McKenna College
   Alternate Director:    Daniel Alberto Rodríguez Cofré

Robert E. Denham

Director

   Born:    August 1945
   First elected:    2001
   Term expires:    2016
   Principal occupation:    Partner of Munger, Tolles & Olson LLP, law firm
   Other directorships:    Member of the boards of directors of New York Times Co., Oaktree Capital Group, LLC and Chevron Corp
   Education:    Magna cum laude graduate from the University of Texas, holds a JD from Harvard Law School and an MA in Government from Harvard University
   Alternate Director:    Ernesto Cruz Velázquez de León

 

(1) Wife of José Antonio Fernández Carbajal.

 

(2) Sister-in-law of José Antonio Fernández Carbajal.

 

(3) Brother of José Fernando Calderón Rojas.

 

(4) Son of Consuelo Garza de Garza.

 

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(5) Son of Max Michel Suberville.

 

(6) Brother of José Antonio Fernández Carbajal.

 

(7) Nephew of Max Michel Suberville.

Senior Management

The names and positions of the members of our current senior management and that of our principal sub-holding companies, their dates of birth and information on their principal business activities both within and outside of FEMSA are as follows:

 

FEMSA      

José Antonio

Fernández Carbajal

Executive Chairman of the Board

  

See “—Directors.”

Joined FEMSA:

Appointed to current position:

  

 

1987

 

2001

Carlos Salazar Lomelín

Chief Executive Officer of FEMSA

  

See “—Directors.”

Joined FEMSA:

Appointed to current position:

  

 

1973

 

2014

Daniel Alberto Rodríguez Cofré

Chief Financial and Corporate Officer of FEMSA

  

Born:

Joined FEMSA:

Appointed to current

position:

  

June 1965

2015

 

2015

  

Business experience

within FEMSA:

   Has broad experience in international finance in Latin America, Europe and Africa, held several financial roles at Shell International Group in Latin America and Europe; in 2008 he was appointed as Chief Financial Officer of CENCOSUD (Centros Comerciales Sudamericanos S.A.), and from 2009 to 2014 he held the position of Chief Executive Officer at the same company
   Directorships:    Member of the board of directors of Coca-Cola FEMSA and alternate member of the board of directors of FEMSA
   Education:    Holds a forest engineering degree from Austral University of Chile and an MBA from Adolfo Ibañez University

Javier Gerardo Astaburuaga Sanjines

Vice President of Corporate Development of FEMSA

  

Born:

Joined FEMSA:

Appointed to current

position:

  

July 1959

1982

 

2015

  

Business experience

within FEMSA:

   Joined FEMSA as a financial information analyst and later acquired experience in corporate development, administration and finance, held various senior positions at FEMSA Cerveza between 1993 and 2001, including Chief Financial Officer, and for two years was FEMSA Cerveza’s Director of Sales for the north region of Mexico until 2003, in which year he was appointed FEMSA Cerveza’s Co-Chief Executive Officer; held the position of Chief Financial and Corporate Officer of FEMSA from 2006-2015
   Directorships:    Member of the boards of directors of Coca-Cola FEMSA and the Heineken Supervisory Board, alternate member of the board of directors of FEMSA, and member of the audit committee of Heineken N.V.
   Education:    Holds a CPA degree from ITESM

 

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José González Ornelas

Vice President of Administration and Corporate Control of FEMSA

  

Born:

Joined FEMSA:

Appointed to current position:

  

April 1951

1973

 

2001

  

Business experience

within FEMSA:

   Has held several managerial positions in FEMSA including Chief Financial Officer of FEMSA Cerveza, Director of Planning and Corporate Development of FEMSA and Chief Executive Officer of FEMSA Logística
   Directorships:    Member of the board of directors of Productora de Papel, S.A.
   Education:    Holds a CPA degree from UANL and has post-graduate studies in business administration from IPADE

Alfonso Garza Garza

Vice President of Strategic Businesses

  

Born:

Joined FEMSA:

Appointed to current position:

  

July 1962

1985

 

2009

  

Business experience

within FEMSA:

   Has experience in several FEMSA business units and departments, including domestic sales, international sales, procurement and marketing, mainly at FEMSA Cerveza and as Chief Executive Officer of FEMSA Empaques, S.A. de C.V.
   Directorships:    Member of the boards of directors of ITESM, Grupo Nutec, S.A. de C.V., American School Foundation of Monterrey, A.C. and Club Campestre de Monterrey, A.C. and vice chairman of the executive commission of Confederación Patronal de la República Mexicana, S.P. (COPARMEX) and alternate member of the boards of directors of FEMSA and Coca-Cola FEMSA
   Education:    Holds an industrial engineering degree from ITESM and an MBA from IPADE

Genaro Borrego Estrada

Vice President of Corporate Affairs

  

Born:

Joined FEMSA:

Appointed to current position:

  

February 1949

2008

 

2008

   Professional experience:    Constitutional Governor of the Mexican State of Zacatecas from 1986 to 1992, General Director of the Mexican Social Security Institute from 1993 to 2000, and Senator in Mexico for the State of Zacatecas from 2000 to 2006
   Directorships:    Chairman of the board of directors of GB y Asociados and member of the boards of directors of Fundación Mexicanos Primero, Fundación IMSS and CEMEFI
   Education:    Holds an international relations degree from the Universidad Iberoamericana

 

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Carlos Eduardo Aldrete

Ancira

General Counsel and Secretary of the Board of Directors

  

Born:

Joined FEMSA:

Appointed to current position:

  

August 1956

1979

 

1996

   Directorships:    Secretary of the board of directors of FEMSA, Coca-Cola FEMSA and all other sub-holding companies of FEMSA
  

Business experience

within FEMSA:

   Extensive experience in international business and financial transactions, debt issuances and corporate restructurings and expertise in securities and private mergers and acquisitions
   Education:    Holds a law degree from UANL and a master’s degree in Comparative Law from the College of Law of the University of Illinois
Coca-Cola FEMSA      

John Anthony Santa Maria Otazua

Chief Executive Officer of Coca-Cola FEMSA

  

Born:

Joined FEMSA:

Appointed to current position:

  

August 1957

1995

 

2014

  

Business experience

within FEMSA:

   Served as Strategic Planning and Business Development Officer and Chief Operating Officer of Coca-Cola FEMSA’s Mexican operations; has experience in several areas of Coca-Cola FEMSA, namely development of new products and mergers and acquisitions; has experience with different bottler companies in Mexico in areas such as strategic planning and general management
   Directorships:    Member of the boards of directors of Coca-Cola FEMSA and Gentera
   Education:    Holds a business administration degree and an MBA with major in Finance from Southern Methodist University

Héctor Treviño Gutiérrez

Chief Financial Officer of Coca-Cola FEMSA

  

Born:

Joined FEMSA:

Appointed to current position:

  

August 1956

1981

 

1993

  

Business experience

within FEMSA:

   Has held managerial positions in the international financing, financial planning, strategic planning and corporate development areas of FEMSA
   Directorships:    Member of the board of directors of Vinte Viviendas Integrales, S.A.P.I. de C.V. and Seguros y Pensiones BBVA Bancomer, and member of the technical committee of Capital i-3; alternate member of the board of directors of Coca-Cola FEMSA
   Education:    Holds a chemical engineering degree from ITESM and an MBA from the Wharton Business School

 

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FEMSA Comercio

     

Eduardo Padilla Silva

Chief Executive Officer of FEMSA Comercio

  

Born:

Joined FEMSA:

Appointed to current position:

  

January 1955

1997

 

2004

   Business experience within FEMSA:    Director of Planning and Control of FEMSA from 1997 to 1999 and Chief Executive Officer of the Strategic Procurement Business Division of FEMSA from 2000 until 2003
   Other business experience:    Had a 20-year career in Alfa, culminating with a ten-year tenure as Chief Executive Officer of Terza, S.A. de C.V., major areas of expertise include operational control, strategic planning and financial restructuring
   Directorships:    Member of the boards of directors of Lamosa, Club Industrial, A.C., Universidad Tec Milenio and Coppel, and alternate member of the boards of directors of FEMSA and Coca-Cola FEMSA
   Education:    Holds a mechanical engineering degree from ITESM, an MBA from Cornell University and a master’s degree from IPADE

Compensation of Directors and Senior Management

The compensation of Directors is approved at the AGM. For the year ended December 31, 2014, the aggregate compensation paid to our directors by the Company was approximately Ps. 15 million. In addition, in the year ended December 31, 2014, Coca-Cola FEMSA paid approximately Ps. 6 million in aggregate compensation to the Directors and executive officers of FEMSA who also serve as Directors on the board of Coca-Cola FEMSA.

For the year ended December 31, 2014, the aggregate compensation paid to executive officers and senior management of FEMSA and its subsidiaries was approximately Ps. 1,247 million. Aggregate compensation includes bonuses we paid to certain members of senior management and payments in connection with the EVA stock incentive plan described in Note 17 to our audited consolidated financial statements. Our senior management and executive officers participate in our benefit plan and post-retirement medical services plan on the same basis as our other employees. Members of our board of directors do not participate in our benefit plan and post-retirement medical services plan, unless they are retired employees of our company. As of December 31, 2014, amounts set aside or accrued for all employees under these retirement plans were Ps. 6,171 million, of which Ps. 2,158  million is already funded.

EVA Stock Incentive Plan

In 2004, we, along with our subsidiaries, commenced a new stock incentive plan for the benefit of our senior executives, which we refer to as the EVA stock incentive plan. This plan uses as its main evaluation metric the Economic Value Added (EVA) framework developed by Stern Stewart & Co., a compensation consulting firm. Under the EVA stock incentive plan, eligible employees are entitled to receive a special cash bonus, which will be used to purchase shares of FEMSA (in the case of employees of FEMSA) or of both FEMSA and Coca-Cola FEMSA (in the case of employees of Coca-Cola FEMSA). Under the plan it is also possible to provide stock options of FEMSA or Coca-Cola FEMSA to employees, however since the plan’s inception only shares have been granted.

Under this plan, each year, our Chief Executive Officer together with the Corporate Governance Committee of our board of directors, together with the chief executive officer of the respective sub-holding company, determines the employees eligible to participate in the plan. A bonus formula is then created for each eligible employee, using the EVA framework, which determines the number of shares to be received by such employee. The terms and conditions of the share-based payment arrangement are then agreed upon with the eligible employee, such that the employee can begin to accrue shares under the plan, which vest ratably over a six year period. We account for the EVA stock incentive plan as an equity-settled share based payment transaction, as we will ultimately settle our obligations with our employees by issuing our own shares or those of our subsidiary Coca-Cola FEMSA.

 

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The bonus amount is determined based on each eligible participant’s level of responsibility and based on the EVA generated by the applicable business unit the employee works for. The formula considers the employees’ level of responsibility within the organization, the employees’ evaluation and competitive compensation in the market. The bonus is granted to the eligible employee on an annual basis and after withholding applicable taxes.

The shares are administrated by a trust for the benefit of the eligible executives (the “Administrative Trust”). We created the Administrative Trust with the objective of administering the purchase of FEMSA and Coca-Cola FEMSA shares, so that the shares can then be assigned (granted) to the eligible executives participating in the EVA stock incentive plan. The Administrative Trust’s objectives are to acquire shares of FEMSA or of Coca-Cola FEMSA and to manage the shares granted to the individual employees based on instructions set forth by the Technical Committee of the Administrative Trust. Once the shares are acquired following the Technical Committee’s instructions, the Administrative Trust assigns to each participant their respective rights. As the trust is controlled and therefore consolidated by FEMSA, shares purchased in the market and held within the Administrative Trust are presented as treasury stock (as it relates to FEMSA’s shares) or as a reduction of the noncontrolling interest (as it relates to Coca-Cola FEMSA’s shares). Should an employee leave prior to their shares vesting, they would lose the rights to such shares, which would then remain within the Administrative Trust and be able to be reallocated to other eligible employees as determined by us. The incentive plan target is expressed in months of salary, and the final amount payable is computed based on a percentage of compliance with the goals established every year.

All shares held in the Administrative Trust are considered outstanding for diluted earnings per share purposes and dividends on shares held by the trusts are charged to retained earnings.

As of April 17, 2015, the trust that manages the EVA stock incentive plan held a total of 4,346,160 BD Units of FEMSA and 1,214,660 Series L Shares of Coca-Cola FEMSA, each representing 0.12% and 0.06% of the total number of shares outstanding of FEMSA and of Coca-Cola FEMSA, respectively.

Insurance Policies

We maintain life insurance policies for all of our employees. These policies mitigate the risk of having to pay benefits in the event of an industrial accident, natural or accidental death within or outside working hours, and total and permanent disability. We maintain a directors’ and officers’ insurance policy covering all directors and certain key executive officers for liabilities incurred in their capacities as directors and officers.

Ownership by Management

Several of our directors are participants of a voting trust. Each of the trust participants of the voting trust is deemed to have beneficial ownership with shared voting power over the shares deposited in the voting trust. As of March 19, 2015, 6,922,159,485 Series B Shares representing 74.86% of the outstanding Series B Shares were deposited in the voting trust. See “Item 7. Major Shareholders and Related Party Transactions.”

The following table shows the Series B Shares, Series D-B Shares and Series D-L Shares as of March 19, 2015 beneficially owned by our directors and alternate directors who are participants in the voting trust, other than shares deposited in the voting trust:

 

     Series B     Series D-B     Series D-L  

Beneficial Owner

   Shares      Percent of
Class
    Shares      Percent of
Class
    Shares      Percent of
Class
 

Eva Garza Lagüera Gonda

     2,769,980         0.03     5,539,960         0.13     5,539,960         0.13

Mariana Garza Lagüera Gonda

     2,944,090         0.03     5,888,180         0.14     5,888,180         0.14

Barbara Garza Lagüera Gonda

     2,665,480         0.03     5,330,960         0.12     5,330,960         0.12

Paulina Garza Lagüera Gonda

     2,665,480         0.03     5,330,960         0.12     5,330,960         0.12

Consuelo Garza de Garza

     69,908,559         0.76     139,817,118         3.23     139,817,118         3.23

Alberto Bailleres González

     9,610,577         0.10     19,221,154         0.44     19,221,154         0.44

Alfonso Garza Garza

     827,090         0.01     1,654,180         0.04     1,654,180         0.04

 

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     Series B     Series D-B     Series D-L  

Beneficial Owner

   Shares      Percent of
Class
    Shares      Percent of
Class
    Shares      Percent of
Class
 

Max Michel Suberville

     17,379,630         0.19     34,759,260         0.80     34,759,260         0.80

Francisco José Calderón Rojas and José Fernando Calderón Rojas(1)

     8,317,759         0.09     16,635,518         0.38     16,635,518         0.38

Juan Guichard Michel

     9,117,131         0.10     18,234,262         0.42     18,234,262         0.42

 

(1) Shares beneficially owned through various family-controlled entities.

To our knowledge, no other director or officer is the beneficial owner of more than 1% of any class of our capital stock.

Board Practices

Our bylaws state that the board of directors will meet at least once every three months following the end of each quarter to discuss our operating results and the advancement in the achievement of strategic objectives. Our board of directors can also hold extraordinary meetings. See “Item 10. Additional Information—Bylaws.”

Under our bylaws, directors serve one-year terms although they continue in office even after the term for which they were appointed ends for up to 30 calendar days, as set forth in article 24 of Mexican Securities Law. None of our directors or senior managers of our subsidiaries has service contracts providing for benefits upon termination of employment, other than post-retirement medical services plans and post-retirement pension plans for our senior managers on the same basis as our other employees.

Our board of directors is supported by committees, which are working groups that analyze issues and provide recommendations to the board of directors regarding their respective areas of focus. The executive officers interact periodically with the committees to address management issues. Each committee has a non-member secretary who attends meetings but is not a member of the committee. The following are the three committees of the board of directors, the members of which were elected at our AGM on March 19, 2015:

 

   

Audit Committee. The Audit Committee is responsible for (1) reviewing the accuracy and integrity of quarterly and annual financial statements in accordance with accounting, internal control and auditing requirements, (2) the appointment, compensation, retention and oversight of the independent auditor, who reports directly to the Audit Committee and (3) identifying and following-up on contingencies and legal proceedings. The Audit Committee has implemented procedures for receiving, retaining and addressing complaints regarding accounting, internal control and auditing matters, including the submission of confidential, anonymous complaints from employees regarding questionable accounting or auditing matters. Pursuant to the Mexican Securities Law, the chairman of the audit committee is elected by the shareholders at the AGM. The Chairman of the Audit Committee submits a quarterly and an annual report to the board of directors of the Audit Committee’s activities performed during the corresponding fiscal year, and the annual report is submitted at the AGM for approval. To carry out its duties, the Audit Committee may hire independent counsel and other advisors. As necessary, the company compensates the independent auditor and any outside advisor hired by the Audit Committee and provides funding for ordinary administrative expenses incurred by the Audit Committee in the course of its duties. The current Audit Committee members are: José Manuel Canal Hernando (Chairman and Financial Expert), Francisco Zambrano Rodríguez, Ernesto Cruz Velázquez de León and Alfonso González Migoya. Each member of the Audit Committee is an independent director, as required by the Mexican Securities Law and applicable U.S. Securities Laws and NYSE listing standards. The Secretary of the Audit Committee is José González Ornelas, head of FEMSA’s internal audit department.

 

   

Finance and Planning Committee. The Finance and Planning Committee’s responsibilities include (1) evaluating the investment and financing policies proposed by the Chief Executive Officer; and (2) evaluating risk factors to which the corporation is exposed, as well as evaluating its management policies. The current Finance and Planning Committee members are: Ricardo Guajardo Touché (Chairman), Federico Reyes García, Robert E. Denham, Francisco Javier Fernández Carbajal and Alfredo Livas Cantú. The Secretary of the Finance and Planning Committee is Daniel Alberto Rodríguez Cofré.

 

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Corporate Practices Committee. The Corporate Practices Committee is responsible for preventing or reducing the risk of performing operations that could damage the value of our company or that benefit a particular group of shareholders. The committee may call a shareholders’ meeting and include matters on the agenda for that meeting that it may deem appropriate, approve policies on the use of our company’s assets or related party transactions, approve the compensation of the Chief Executive Officer and relevant officers and support our board of directors in the elaboration of reports on accounting practices. Pursuant to the Mexican Securities Law, the chairman of the Corporate Practice Committee is elected by the shareholders at the AGM. The Chairman of the Corporate Practices Committee submits a quarterly and an annual report to the board of directors of the Corporate Practices Committee’s activities performed during the corresponding fiscal year, and the annual report is submitted at the AGM for approval. The members of the Corporate Practices Committee are: Alfredo Livas Cantú (Chairman), Robert E. Denham, Ricardo Saldívar Escajadillo and Moises Naim. Each member of the Corporate Practices Committee is an independent director. The Secretary of the Corporate Practices Committee is Daniel Alberto Rodríguez Cofré.

Employees

As of December 31, 2014, our headcount by geographic region was as follows: 170,109 in Mexico, 6,367 in Central America, 6,370 in Colombia, 7,768 in Venezuela, 23,093 in Brazil, 2,873 in Argentina, 7 in the United States, 8 in Ecuador, 144 in Peru and 1 in Chile. We include in headcount employees of third-party distributors and non-management store employees. The table below sets forth headcount for the years ended December 31, 2014, 2013 and 2012:

Headcount for the Year Ended December 31,

 

     2014      2013      2012  
     Non-Union      Union      Total      Non-Union      Union      Total      Non-Union      Union      Total  

Sub-holding company:

                          

Coca-Cola FEMSA(1)

     34,221         49,150         83,371         33,846         51,076         84,922         32,272         41,123         73,395   

FEMSA Comercio(2)

     66,699         43,972         110,671         64,186         38,803         102,989         59,358         32,585         91,943   

Other

     10,896         11,802         22,698         9,424         10,322         19,746         9,371         7,551         16,922   

Total

     111,816         104,924         216,740         107,456         100,201         207,657         101,001         81,259         182,260   

 

(1) Includes employees of third-party distributors whom we do not consider to be our employees, amounting to 8,681, 7,837 and 9,309 in 2014, 2013 and 2012

 

(2) Includes non-management store employees, whom we do not consider to be our employees, amounting to 51,585, 50,862 and 50,176 in 2014, 2013 and 2012.

As of December 31, 2014, our subsidiaries had entered into 508 collective bargaining or similar agreements with personnel employed at our operations. Each of the labor unions in Mexico is associated with one of eight different national Mexican labor organizations. In general, we have a good relationship with the labor unions throughout our operations, except for in Colombia, Venezuela and Guatemala which are or have been the subject of significant labor-related litigation. See “Item 8. Financial Information—Legal Proceedings—Coca-Cola FEMSA.” The agreements applicable to our Mexican operations generally have an indefinite term and provide for an annual salary review and for review of other terms and conditions, such as fringe benefits, every two years.

 

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The table below sets forth the number of collective bargaining agreements and unions for our employees:

Collective Bargaining Labor Agreements between

Sub-holding Companies and Unions

As of December 31, 2014

 

      2014  
Sub-holding Company    Collective
Bargaining
Agreements
     Labor Unions  

Coca-Cola FEMSA

     238         114   

FEMSA Comercio(1)

     120         5   

Others

     150         46   

Total

     508         165   

 

(1) Does not include non-management store employees, who are employed directly by each individual store.

 

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

The following table identifies each owner of more than 5% of any class of our shares known to the company as of March 19, 2015. Except as described below, we are not aware of any holder of more than 5% of any class of our shares. Only the Series B Shares have full voting rights under our bylaws.

Ownership of Capital Stock as of March 14, 2015

 

     Series B Shares(1)     Series D-B Shares(2)     Series D-L Shares(3)     Total Shares
of FEMSA
Capital Stock
 
     Shares Owned      Percent
of Class
    Shares Owned      Percent
of Class
    Shares Owned      Percent
of Class
   

Shareholder

                 

Technical Committee and Trust Participants under the Voting Trust(4)

     6,922,159,485         74.86     —           —          —           —          38.69

William H. Gates III(5)

     278,873,490         3.02     557,746,980         12.90     557,746,980         12.90     7.79

Aberdeen Asset Management PLC(6)

     270,325,410         2.92     540,650,820         12.51     540,650,820         12.51     7.55

 

(1) As of March 19, 2015, there were 2,161,177,770 Series B Shares outstanding.

 

(2) As of March 19, 2015, there were 4,322,355,540 Series D-B Shares outstanding.

 

(3) As of March 19, 2015, there were 4,322,355,540 Series D-L Shares outstanding.

 

(4) As a consequence of the voting trust’s internal procedures, the following trust participants are deemed to have beneficial ownership with shared voting power over those same deposited shares: BBVA Bancomer, S.A., as Trustee under Trust No. F/25078-7 (controlled by Max Michel Suberville), J.P. Morgan Trust Company (New Zealand) Limited as Trustee under a trust (controlled by Paulina Garza Lagüera Gonda), Bárbara Garza Lagüera Gonda, Mariana Garza Lagüera Gonda, Eva Maria Garza Lagüera Gonda, Eva Gonda Rivera, Consuelo Garza Lagüera de Garza, Alfonso Garza Garza, Patricio Garza Garza, Juan Carlos Garza Garza, Eduardo Garza Garza, Eugenio Garza Garza, Alberto Bailleres González, Maria Teresa Gual Aspe de Bailleres, Inversiones Bursátiles Industriales, S.A. de C.V. (controlled by the Garza Lagüera family), Corbal, S.A. de C.V. (controlled by Alberto Bailleres González), Magdalena Michel de David, Alepage, S.A. (controlled by Consuelo Garza Lagüera de Garza), BBVA Bancomer, S.A. as Trustee under Trust No. F/29013-0 (controlled by the estate of José Calderón Ayala, late father of José Fernando Calderón Rojas), Max Michel Suberville, Max David Michel, Juan David Michel, Monique David de VanLathem, Renee Michel de Guichard, Magdalena Guichard Michel, Rene Guichard Michel, Miguel Guichard Michel, Graciano Guichard Michel, Juan Guichard Michel, Franca Servicios, S.A. de C.V. (controlled by the estate of José Calderón Ayala, late father of José Fernando Calderón Rojas), BBVA Bancomer, S.A., as Trustee under Trust No. F/29490-0 (controlled by Alberto, Susana and Cecilia Bailleres), BBVA Bancomer, S.A., as Trustee under Trust No. F/710004 (controlled by Magdalena Michel de David) and BBVA Bancomer, S.A., as Trustee under Trust No. F/700005 (controlled by Renee Michel de Guichard).

 

(5) Includes aggregate shares beneficially owned by Cascade Investments, LLC, over which William H. Gates III has sole voting and dispositive power.

 

(6) As reported on Schedule 13F filed on January 13, 2015 by Aberdeen Asset Management PLC/UK.

 

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As of March 31, 2015, there were 48 holders of record of ADSs in the United States, which represented approximately 51.9% of our outstanding BD Units. Since a substantial number of ADSs are held in the name of nominees of the beneficial owners, including the nominee of The Depository Trust Company, the number of beneficial owners of ADSs is substantially greater than the number of record holders of these securities.

Related-Party Transactions

Voting Trust

The trust participants, who are our principal shareholders, agreed on May 6, 1998 to deposit a majority of their shares, which we refer to as the trust assets, of FEMSA into the voting trust, and later entered into an amended agreement on August 8, 2005, following the substitution by Banco Invex, S.A. as trustee to the voting trust, which agreement was subsequently renewed on March 15, 2013. The primary purpose of the voting trust is to permit the trust assets to be voted as a block, in accordance with the instructions of the technical committee of the voting trust. The trust participants are separated into seven trust groups and the technical committee is comprised of one representative appointed by each trust group. The number of B Units corresponding with each trust group (the proportional share of the shares deposited in the trust of such group) determines the number of votes that each trust representative has on the technical committee. Most matters are decided by a simple majority of the trust assets.

The trust participants agreed to certain transfer restrictions with respect to the trust assets. The trust is irrevocable, for a term that will conclude on January 17, 2020 (subject to additional five-year renewal terms), during which time, trust assets may be transferred by trust participants to spouses and immediate family members and, subject to certain conditions, to companies that are 100% owned by trust participants, which we refer to as the permitted transferees, provided in all cases that the transferee agrees to be bound by the terms of the voting trust. In the event that a trust participant wishes to sell part of its trust assets to someone other than a permitted transferee, the other trust participants have a right of first refusal to purchase the trust assets that the trust participant wishes to sell. If none of the trust participants elects to acquire the trust assets from the selling trust participant, the technical committee will have a right to nominate (subject to the approval of technical committee members representing 75% of the trust assets, excluding trust assets that are the subject of the sale) a purchaser for such trust assets. In the event that none of the trust participants or a nominated purchaser elects to acquire trust assets, the selling trust participant will have the right to sell the trust assets to a third-party on the same terms and conditions that were offered to the trust participants. Acquirors of trust assets will only be permitted to become parties to the voting trust upon the affirmative vote by the technical committee of at least 75% of the trust shares, which must include trust shares represented by at least three trust group representatives. In the event that a trust participant holding a majority of the trust assets elects to sell its trust assets, the other trust participants have “tag along” rights that will enable them to sell their trust assets to the acquiror of the selling trust participant’s trust assets.

Because of their ownership of a majority of the Series B Shares, the trust participants may be deemed to control our company. Other than as a result of their ownership of the Series B Shares, the trust participants do not have any voting rights that are different from those of other shareholders.

Interest of Management in Certain Transactions

The following is a summary of the main transactions we have entered into with entities for which members of our board of directors or management serve as a member of the board of directors or management. Each of these transactions was entered into in the ordinary course of business, and we believe each is on terms comparable to those that could be obtained in arm’s length negotiations with unaffiliated third parties. Under our bylaws, transactions entered with related parties not in the ordinary course of business are subject to the approval of our board of directors, subject to the prior opinion of the corporate practices committee.

José Antonio Fernández Carbajal, our Executive Chairman of the Board, serves as a member of the Heineken Holding Board and the Heineken Supervisory Board. Javier Astaburuaga Sanjines, our Vice President of Corporate Development, also serves on the Heineken Supervisory Board. We made purchases of beer and raw materials in the ordinary course of business from the Heineken Group in the amount of Ps. 11,013 million in 2012, Ps. 11,865 million in 2013 and Ps. 15,133 million in 2014. We also supplied logistics and administrative services to subsidiaries of Heineken for a total of Ps. 2,979 million in 2012, Ps. 2,412 million in 2013 and Ps. 3,544 million in 2014. As of the end of December 31, 2014, 2013 and 2012, our net balance due to Heineken amounted to Ps. 1,597, Ps. 1,885 and Ps. 1,477 million, respectively.

 

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We, along with certain of our subsidiaries, regularly engage in financing and insurance coverage transactions, including entering into loans and bond offerings in the local capital markets, with subsidiaries of BBVA Bancomer, a financial services holding company of which Alberto Bailleres González, Ricardo Guajardo Touché, Carlos Salazar Lomelín and Arturo Fernández Pérez who are also directors or alternate directors of FEMSA, are directors, and for which José Manuel Canal Hernando, also a director of FEMSA, serves as Statutory Auditor. We made interest expense payments and fees paid to BBVA Bancomer in respect of these transactions of Ps. 99 million, Ps. 77 million and Ps. 205 million as of December 31, 2014, 2013 and 2012, respectively. The total amount due to BBVA Bancomer as of the end of December 31, 2014, 2013 and 2012 was Ps. 149 million, Ps. 1,080 million and Ps. 1,136 million, respectively, and we also had a receivable balance with BBVA Bancomer of Ps. 4,083 million, Ps. 2,357 million and Ps. 2,299 million, respectively, as of December 31, 2014, 2013 and 2012.

We regularly engage in the ordinary course of business in the hedging of our financing transactions on an arm’s length basis with subsidiaries of Grupo Financiero Banamex, S.A. de C.V., or Grupo Financiero Banamex, a financial services holding company. Herman Harris Fleishman and Daniel Servitje Montull, who are members of the board of directors of Coca-Cola FEMSA, are also members of the regional board of directors of Grupo Financiero Banamex and members of the board of directors of Grupo Financiero Banamex, respectively. The interest expense and fees paid to Grupo Financiero Banamex for the year ended December 31, 2014 was Ps. 2 million and Coca-Cola FEMSA has no accounts payable to Grupo Financiero Banamex.

We maintain an insurance policy covering medical expenses for executives issued by GNP, an insurance company of which Alberto Bailleres González and Max Michel Suberville, who are also directors of FEMSA, and Juan Guichard Michel and Arturo Fernández Pérez, who are alternate directors of FEMSA, are directors. The aggregate amount of premiums paid under these policies was approximately Ps. 131 million, Ps. 67 million and Ps. 57 million in 2014, 2013 and 2012, respectively.

We, along with certain of our subsidiaries, spent Ps. 158 million, Ps. 92 million, Ps. 124 million in the ordinary course of business in 2014, 2013 and 2012, respectively, in publicity and advertisement purchased from Televisa, a media corporation in which our Executive Chairman of the Board, José Antonio Fernández Carbajal, one of our directors, Alberto Bailleres González, and two of our alternate directors, Alfonso de Angoitia Noriega and Enrique F. Senior Hernández, serve as directors.

Coca-Cola FEMSA, in its ordinary course of business, purchased Ps. 1,803 million, Ps. 1,814 million and Ps. 1,577 million in 2014, 2013 and 2012, respectively, in juices from subsidiaries of Jugos del Valle.

In October 2011, Coca-Cola FEMSA executed certain agreements with affiliates of Grupo Tampico to acquire specific products and services such as plastic cases, certain trucks and car brands, as well as auto parts, exclusively for the territories of Grupo Tampico. The agreements provide for certain preferences to be elected as suppliers in Coca-Cola FEMSA’s suppliers’ bidding processes.

FEMSA Comercio, in its ordinary course of business, purchased Ps. 3,674 million, Ps. 2,860 million and Ps. 2,394 million in 2014, 2013 and 2012, respectively, in baked goods and snacks for its stores from subsidiaries of Bimbo, of which Ricardo Guajardo Touché, one of FEMSA’s directors, Arturo Fernández Pérez, one of FEMSA’s alternate directors and Daniel Servitje Montull, one of Coca-Cola FEMSA’s directors, are directors. FEMSA Comercio also purchased Ps. 780 million, Ps. 808 million and Ps. 408 million in 2014, 2013 and 2012, respectively, in juices from subsidiaries of Jugos del Valle.

José Antonio Fernández Carbajal, Eva Maria Garza Lagüera Gonda, Mariana Garza Lagüera Gonda, Bárbara Garza Lagüera Gonda, Ricardo Guajardo Touché, Carlos Salazar Lomelín, José Fernando Calderón Rojas, Alfonso Garza Garza, Alfonso González Migoya and Armando Garza Sada, who are directors or alternate directors of FEMSA, are also members of the board of directors of ITESM, which is a prestigious university system with headquarters in Monterrey, Mexico that routinely receives donations from FEMSA and its subsidiaries. For the years ended December 31, 2014, 2013 and 2011, donations to ITESM amounted to Ps. 42 million, Ps. 78 million and Ps. 109 million, respectively.

 

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José Antonio Fernández Carbajal, Carlos Salazar Lomelín, Alfonso Garza Garza, Federico Reyes Garcia, and Javier Astaburuaga Sanjines, who are directors, alternate directors and senior officers of FEMSA, are also members of the board of directors of Fundación FEMSA, A.C., which is a social investment instrument for communities in Latin America. For the years ended December 31, 2013 and 2012, donations to Fundación FEMSA, A.C. amounted to Ps. 27 million and Ps. 864 million, respectively.

Business Transactions between Coca-Cola FEMSA, FEMSA and The Coca-Cola Company

Coca-Cola FEMSA regularly engages in transactions with The Coca-Cola Company and its affiliates. Coca-Cola FEMSA purchases all of its concentrate requirements for Coca-Cola trademark beverages from The Coca-Cola Company. Total costs charged to Coca-Cola FEMSA by The Coca-Cola Company for concentrates were approximately Ps. 28,084 million, Ps. 25,985 million and Ps. 23,886 million in 2014, 2013 and 2012, respectively. Coca-Cola FEMSA and The Coca-Cola Company pay and reimburse each other for marketing expenditures. The Coca-Cola Company also contributes to Coca-Cola FEMSA’s coolers, bottles and case investment program. Coca-Cola FEMSA received contributions to its marketing expenses of Ps. 4,118 million, Ps. 4,206 million and Ps. 3,018 million in 2014, 2013 and 2012, respectively.

In December 2007 and May 2008, Coca-Cola FEMSA sold most of its proprietary brands to The Coca-Cola Company. The proprietary brands are licensed back to Coca-Cola FEMSA by The Coca-Cola Company pursuant to its bottler agreements. The December 2007 transaction was valued at US$ 48 million and the May 2008 transaction was valued at US$ 16 million. Revenues in prior years from the sale of proprietary brands were deferred and amortized against the related costs of future sales over the estimated sales period.

In Argentina, Coca-Cola FEMSA purchases plastic preforms, as well as returnable plastic bottles, at competitive prices from Andina Empaques S.A., a local subsidiary of Embotelladora Andina S.A., a bottler of The Coca-Cola Company with operations in Argentina, Chile, Brazil and Paraguay in which The Coca-Cola Company has a substantial interest, and other local suppliers. Coca-Cola FEMSA also acquires plastic preforms from Alpla Avellaneda S.A. and other suppliers.

In November 2007, Coca-Cola FEMSA together with The Coca-Cola Company acquired 100% of the shares of capital stock of Jugos del Valle, S.A.P.I. de C.V., or Jugos del Valle. Jugos del Valle sells fruit juice-based beverages and fruit derivatives. The business of Jugos del Valle in the United States was acquired and sold by The Coca-Cola Company. In 2008, Coca-Cola FEMSA, The Coca-Cola Company and all Mexican and Brazilian Coca-Cola bottlers entered into a joint business for the Mexican and Brazilian operations, respectively, of Jugos del Valle. Taking into account the participation held by Grupo Yoli, as of April 10, 2015, Coca-Cola FEMSA held an interest of 26.3% in the Mexican joint business. In August 2010, Coca-Cola FEMSA acquired from The Coca-Cola Company, along with other Brazilian Coca-Cola bottlers, Leão Alimentos, manufacturer and distributor of the Matte Leão tea brand. In January 2013, Coca-Cola FEMSA’s Brazilian joint business of Jugos del Valle merged with Leão Alimentos. Taking into account Coca-Cola FEMSA’s participation and the participations held by Companhia Fluminense and Spaipa, as of April 10, 2015, Coca-Cola FEMSA held a 24.4% indirect interest in the Matte Leão business in Brazil.

In February 2009, Coca-Cola FEMSA together with The Coca-Cola Company acquired the Brisa bottled water business in Colombia from Bavaria, S.A., a subsidiary of SABMiller plc. Coca-Cola FEMSA acquired the production assets and the distribution territory, and The Coca-Cola Company acquired the Brisa brand. Coca-Cola FEMSA and The Coca-Cola Company equally shared in paying the purchase price of US$ 92 million. Following a transition period, in June 2009, Coca-Cola FEMSA started to sell and distribute the Brisa portfolio of products in Colombia.

In May 2009, Coca-Cola FEMSA completed a transaction to develop the Crystal trademark water business in Brazil with The Coca-Cola Company.

In March 2011, Coca-Cola FEMSA, together with The Coca-Cola Company and through Compañía Panameña de Bebidas, S.A.P.I. de C.V., acquired Estrella Azul, a Panamanian conglomerate that participates in the dairy and juice-based beverage categories in Panama. Coca-Cola FEMSA continues to develop this business with The Coca-Cola Company.

 

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In March 2011, Coca-Cola FEMSA entered along with The Coca-Cola Company, through Compañía Panameña de Bebidas, S.A.P.I. de C.V., into several credit agreements, or the Credit Facilities, the proceeds of which were used to lend an aggregate amount of US$ 112.3 million to Estrella Azul. Subject to certain events which could have led to an acceleration of payments, the principal balance of the Credit Facilities was payable in one installment on March 24, 2021. In March 2014, these Credit Facilities were paid in full.

In August 2012, Coca-Cola FEMSA acquired, through Jugos del Valle, an indirect participation in Santa Clara, a producer of milk and dairy products in Mexico. As of April 10, 2015, Coca-Cola FEMSA held an indirect participation of 26.3% in Santa Clara.

In January 2013, Coca-Cola FEMSA acquired together with The Coca-Cola Company a 51% non-controlling majority stake in CCFPI for US$ 688.5 million (Ps. 8,904 million) in an all-cash transaction. Coca-Cola FEMSA has an option to acquire the remaining 49% stake in CCFPI at any time during the seven years following the closing date. Coca-Cola FEMSA also has a put option to sell its ownership in CCFPI to The Coca-Cola commencing on the fifth anniversary of the closing date and ending on the sixth anniversary of the closing date. Coca-Cola FEMSA currently manages the day-to-day operations of the business; however, during a four-year period ending January 25, 2017 the business plan and other operational decisions must be approved jointly with The Coca-Cola Company. Coca-Cola FEMSA currently recognizes the results of CCFPI using the equity method.

 

ITEM 8. FINANCIAL INFORMATION

Consolidated Financial Statements

See pages F-1 through F-174, incorporated herein by reference.

Dividend Policy

For a discussion of our dividend policy, See “Item 3. Key Information—Dividends” and “Item 10. Additional Information.”

Legal Proceedings

We are party to various legal proceedings in the ordinary course of business. Other than as disclosed in this annual report, we are not currently involved in any litigation or arbitration proceeding, including any proceeding that is pending or threatened of which we are aware, which we believe will have, or has had, a material adverse effect on our company. Other legal proceedings that are pending against or involve us and our subsidiaries are incidental to the conduct of our and their business. We believe that the ultimate disposition of such other proceedings individually or on an aggregate basis will not have a material adverse effect on our consolidated financial condition or results.

Coca-Cola FEMSA

Mexico

Antitrust Matters

During 2000, the CFCE, motivated by complaints filed by PepsiCo and certain of its bottlers in Mexico, began an investigation of The Coca-Cola Company Export Corporation and the Mexican Coca-Cola bottlers for alleged monopolistic practices through exclusivity arrangements with certain retailers. Nine of our Mexican subsidiaries, including those acquired through our merger with Grupo Tampico, Grupo CIMSA and Grupo Fomento Queretano, are involved in this matter. After the corresponding legal proceedings in 2008, a Mexican Federal Court rendered an adverse judgment against three of our nine Mexican subsidiaries involved in the proceedings, upholding a fine of approximately Ps. 10.5 million imposed by the CFCE on each of the three subsidiaries and ordering the immediate suspension of such practices of alleged exclusivity arrangements and conditional dealings. On August 7, 2012, a Federal Court dismissed and denied an appeal that we filed on behalf of one of our subsidiaries after the merger with Grupo Fomento Queretano, which had received an adverse judgment. Coca-Cola FEMSA filed a motion for reconsideration on September 12, 2012, which was resolved on March 22, 2013 confirming the Ps. 10.5 million fine

 

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imposed by the CFCE. With respect to the complaints against the remaining six subsidiaries, a favorable resolution was issued in the Mexican Federal Courts and, consequently, the CFCE withdrew the fines and ruled in favor of six of Coca-Cola FEMSA’s subsidiaries on the grounds of insufficient evidence to prove individual and specific liability in the alleged antitrust violations.

In addition, among the companies involved in the 2000 complaint filed by PepsiCo and other bottlers in Mexico, were some of Coca-Cola FEMSA’s less significant subsidiaries acquired with the Grupo Yoli merger. On June 30, 2005, the CFCE imposed a fine on one of Coca-Cola FEMSA’s subsidiaries for approximately Ps. 10.5 million. A motion for reconsideration on this matter was filed on September 21, 2005, which was resolved by the CFCE confirming the original resolution on December 1, 2005. An amparo was filed against said resolution and a Federal Court issued a favorable resolution in our benefit. Both the CFCE and PepsiCo filed appeals against said resolution and a Circuit Court in Acapulco, Guerrero resolved to request the CFCE to issue a new resolution regarding the Ps. 10.5 million fine. The CFCE then fined Coca-Cola FEMSA’s subsidiary again, for the same amount. A new amparo claim was filed against said resolution. On May 17, 2012, such new amparo claim was resolved, again in favor of one of Coca-Cola FEMSA’s subsidiaries, requesting the CFCE to recalculate the amount of the fine. The CFCE maintained the amount of the fine in a new resolution which we challenged through a new amparo claim filed on July 31, 2013 before a District Judge in Acapulco, Guerrero and are still awaiting final resolution since the authorities have not been able to give notice to all parties of this new amparo.

In February 2009, the CFCE began a new investigation of alleged monopolistic practices filed by Ajemex, S.A. de C.V. consisting of sparkling beverage sales subject to exclusivity agreements and the granting of discounts and/or benefits in exchange for exclusivity arrangements with certain retailers. In December 2011, the CFCE closed this investigation on the grounds of insufficient evidence of monopolistic practices by The Coca-Cola Company and some of its bottlers. However, on February 9, 2012 the plaintiff appealed the decision of the CFCE. The CFCE confirmed its initial ruling. A Federal Circuit Court has ruled that the CFCE must examine evidence provided by a plaintiff for purposes of determining if bottlers complied with the resolution issued in 2005 in an investigation carried out by the CFCE. On January 23, 2015, The Coca-Cola Company and some of its bottlers provided to the CFCE evidence on this matter. On February 26, 2015, the CFCE ruled upon these proceedings in favor of The Coca-Cola Company and some of its bottlers. On April 6, 2015, Ajemex, S.A. de C.V. filed an amparo claim against said resolution and Coca-Cola FEMSA is still awaiting final resolution.

Significant Changes

Except as disclosed under “Recent Developments” in Item 5, no significant changes have occurred since the date of the annual financial statements included in this annual report.

 

ITEM 9. THE OFFER AND LISTING

Description of Securities

We have three series of capital stock, each with no par value:

 

   

Series B Shares;

 

   

Series D-B Shares; and

 

   

Series D-L Shares.

Series B Shares have full voting rights, and Series D-B and D-L Shares have limited voting rights. The shares of our company are not separable and may be transferred only in the following forms:

 

   

B Units, consisting of five Series B Shares; and

 

   

BD Units, consisting of one Series B Share, two Series D-B Shares and two Series D-L Shares.

At our AGM held on March 29, 2007, our shareholders approved a three-for-one stock split in respect all of our outstanding capital stock, which became effective in May 2007. Following the stock split, our total capital stock consists of 2,161,177,770 BD Units and 1,417,048,500 B Units. Our stock split also resulted in a three-for-one stock split of our ADSs. The stock-split was conducted on a pro-rata basis in respect of all holders of our shares and all ADS holders of record as of May 25, 2007, and the ratio of voting and non-voting shares was maintained, thereby preserving our ownership structure as it was prior to the stock-split.

 

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On April 22, 2008, FEMSA shareholders approved a proposal to amend our bylaws in order to preserve the unit structure for our shares that has been in place since May 1998, and to maintain our existing share structure beyond May 11, 2008, absent further shareholder action.

Previously, our bylaws provided that on May 11, 2008, each Series D-B Share would automatically convert into one Series B Share with full voting rights, and each Series D-L Share would automatically convert into one Series L Share with limited voting rights. At that time:

 

   

the BD Units and the B Units would cease to exist and the underlying Series B Shares and Series L Shares would be separate; and

 

   

the Series B Shares and Series L Shares would be entitled to share equally in any dividend, and the dividend preferences of the Series D-B Shares and Series D-L Shares of 125% of any amount distributed in respect of each Series B Share existing prior to May 11, 2008, would be terminated.

However, following the April 22, 2008 shareholder approvals, these changes will no longer occur and instead our share and unit structure will remain unchanged, absent shareholder action, as follows:

 

   

the BD Units and the B Units will continue to exist; and

 

   

the dividend preferences of the Series D-B Shares and Series D-L Shares of 125% of any amount distributed in respect of each Series B Share will continue to exist.

The following table sets forth information regarding our capital stock as of March 31, 2015:

 

     Number      Percentage  of
Capital
    Percentage of
Full Voting
Rights
 
Class                    

Series B Shares (no par value)

     9,246,420,270         51.68     100

Series D-B Shares (no par value)

     4,322,355,540         24.16     0

Series D-L Shares (no par value)

     4,322,355,540         24.16     0

Total Shares

     17,891,131,350         100     100
Units                    

BD Units

     2,161,177,770         60.40     23.47

B Units

     1,417,048,500         39.60     76.63

Total Units

     3,578,226,270         100     100

Trading Markets

Since May 11, 1998, ADSs representing BD Units have been listed on the NYSE, and the BD Units and the B Units have been listed on the Mexican Stock Exchange. Each ADS represents 10 BD Units deposited under the deposit agreement with the ADS depositary. As of March 31, 2015, approximately 51.9% of BD Units traded in the form of ADSs.

The NYSE trading symbol for the ADSs is “FMX” and the Mexican Stock Exchange trading symbols are “FEMSA UBD” for the BD Units and “FEMSA UB” for the B Units.

Fluctuations in the exchange rate between the Mexican peso and the U.S. dollar have affected the U.S. dollar equivalent of the Mexican peso price of our shares on the Mexican Stock Exchange and, consequently, have also affected the market price of our ADSs. See “Item 3. Key Information—Exchange Rate Information.”

Trading on the Mexican Stock Exchange

The Mexican Stock Exchange, located in Mexico City, is the only stock exchange in Mexico. Founded in 1907, it is organized as a sociedad anónima bursátil. Trading on the Mexican Stock Exchange takes place principally through automated systems and is open between the hours of 9:30 a.m. and 4:00 p.m. Eastern Time, each business day. Trades in securities listed on the Mexican Stock Exchange can also be effected off the exchange. The Mexican Stock Exchange operates a system of automatic suspension of trading in shares of a particular issuer as a means of controlling excessive price volatility, but under current regulations this system does not apply to securities such as the BD Units that are directly or indirectly (for example, in the form of ADSs) quoted on a stock exchange (including for these purposes the NYSE) outside Mexico.

 

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Settlement is effected three business days after a share transaction on the Mexican Stock Exchange. Deferred settlement, even by mutual agreement, is not permitted without the approval of the Comisión Nacional Bancaria y de Valores, or CNBV. Most securities traded on the Mexican Stock Exchange, including ours, are on deposit with S.D. Indeval Instituto para el Depósito de Valores S.A. de C.V., which we refer to as Indeval, a privately owned securities depositary that acts as a clearinghouse for Mexican Stock Exchange transactions.

Price History

The following tables set forth, for the periods indicated, the reported high, low and closing sale prices and the average daily trading volumes for the B Units and BD Units on the Mexican Stock Exchange and the reported high, low and closing sale prices and the average daily trading volumes for the ADSs on the NYSE.

 

     B Units(1)  
     Nominal pesos             Average Daily
Trading Volume
(Units)
 
     High(2)      Low(2)      Close(3)      Close US$(4)     

2010

     57.99         44.00         57.9         4.68         1,629   

2011

     81.00         50.00         78.05         5.59         1,500   

2012

     99.00         75.00         99.00         7.65         6,004   

2013

              

First Quarter

     121.80         99.00         117.00         9.50         1,046   

Second Quarter

     126.00         102.00         115.23         8.87         5,266   

Third Quarter

     120.00         107.00         114.00         8.67         4,260   

Fourth Quarter

     111.00         102.00         106.00         8.09         74,261   

2014

              

First Quarter

     106.90         103.00         106.00         8.12         1,286   

Second Quarter

     110.00         104.00         104.00         8.02         3,650   

Third Quarter

     116.00         109.00         112.00         8.34         1,956   

Fourth Quarter

     125.00         109.00         122.50         8.31         1,525   

October

     116.00         103.00         115.00         8.53         2,436   

November

     125.00         116.50         125.00         8.99         966   

December

     122.50         120.00         122.50         8.31         644   

2015

              

January

     126.00         123.00         125.00         8.33         982   

February

     129.50         121.00         128.99         8.56         2,059   

March

     131.50         130.50         131.49         8.63         1,832   

First Quarter

     131.50         121.00         131.49         8.63         1,775   

 

(1) The prices and average daily trading volume for the B Units were taken from Bloomberg and reflect our 3:1 stock split, which was effective May 25, 2007.

 

(2) High and low closing prices for the periods presented.

 

(3) Closing price on the last day of the periods presented.

 

(4) Represents the translation from Mexican pesos to U.S. dollars of the closing price of the B Units on the last day of the periods presented based on the noon buying rate for the purchase of U.S. dollars, as reported by the U.S. Federal Reserve Board using the period-end exchange rate.

 

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     BD Units(1)  
     Nominal pesos             Average Daily
Trading Volume
(Units)
 
     High(2)      Low(2)      Close(3)      Close US$(4)     

2010

     71.21         53.22         69.32         5.60         3,177,203   

2011

     97.80         64.01         97.02         6.95         2,709,323   

2012

     130.64         88.64         129.31         9.99         2,135,503   

2013

              

First Quarter

     147.24         129.11         138.97         11.28         2,359,740   

Second Quarter

     151.72         121.59         131.31         10.11         3,025,003   

Third Quarter

     135.12         123.61         127.00         9.65         3,417,003   

Fourth Quarter

     131.76         117.05         126.40         9.65         3,133,631   

2014

              

First Quarter

     126.17         109.62         121.61         9.31         3,063,251   

Second Quarter

     129.52         118.34         121.59         9.38         2,771,898   

Third Quarter

     129.65         121.11         123.63         9.21         2,403,749   

Fourth Quarter

     134.71         117.39         130.88         8.87         2,290,740   

October

     129.52         117.39         129.52         9.61         2,240,021   

November

     134.71         128.37         132.76         9.54         2,142,217   

December

     131.09         120.87         130.88         8.87         2,480,668   

2015

              

January

     132.63         123.68         125.19         8.34         2,344,006   

February

     142.98         125.19         142.98         9.49         2,524,297   

March

     143.54         135.30         143.11         9.39         2,742,988   

First Quarter

     143.54         123.68         143.11         9.39         2,560,379   

 

(1) The prices and average daily trading volume for the BD Units were taken from Bloomberg and reflect our 3:1 stock split, which was effective May 25, 2007.

 

(2) High and low closing prices for the periods presented.

 

(3) Closing price on the last day of the periods presented.

 

(4) Represents the translation from Mexican pesos to U.S. dollars of the closing price of the BD Units on the last day of the periods presented based on the noon buying rate for the purchase of U.S. dollars, as reported by the U.S. Federal Reserve Board using the period-end exchange rate.

 

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     ADSs(1)  
     U.S. dollars      Average Daily
Trading Volume
(ADSs)
 
     High(2)      Low(2)      Close(3)     

2010

     57.38         40.49         55.92         534,197   

2011

     73.00         52.67         69.71         553,338   

2012

     101.70         52.95         100.70         537,000   

2013

           

First Quarter

     114.91         101.30         113.50         581,561   

Second Quarter

     124.96         91.41         103.19         698,259   

Third Quarter

     106.11         92.57         97.09         565,178   

Fourth Quarter

     100.23         88.66         97.87         571,771   

2014

           

First Quarter

     96.94         82.59         93.24         658,259   

Second Quarter

     100.22         90.57         93.65         379,657   

Third Quarter

     100.26         92.03         92.05         301,778   

Fourth Quarter

     98.28         81.94         88.03         339,972   

October

     96.24         87.30         96.24         332,263   

November

     98.28         94.97         97.04         280,598   

December

     92.31         81.94         88.03         339,310   

2015

           

January

     90.43         82.97         83.56         363,635   

February

     95.26         83.56         95.26         370,612   

March

     95.74         86.53         93.50         491,355   

First Quarter

     95.74         82.97         93.50         426,634   

 

(1) Each ADS is comprised of 10 BD Units. Prices and average daily trading volume were taken from Bloomberg and reflect our 3:1 stock split, which was effective May 25, 2007.

 

(2) High and low closing prices for the periods presented.

 

(3) Closing price on the last day of the periods presented.

 

ITEM 10. ADDITIONAL INFORMATION

Bylaws

The following is a summary of the material provisions of our bylaws and applicable Mexican law. Our bylaws were last amended on April 22, 2008. For a description of the provisions of our bylaws relating to our board of directors and executive officers, See “Item 6. Directors, Senior Management and Employees.”

Organization and Registry

We are a sociedad anónima bursátil de capital variable organized in Mexico under the Ley General de Sociedades Mercantiles (Mexican General Corporations Law) and the Mexican Securities Law. We were incorporated in 1936 under the name Valores Industriales, S.A., as a sociedad anónima, and are currently named Fomento Económico Mexicano, S.A.B. de C.V. We are registered in the Registro Público de la Propiedad y del Comercio (Public Registry of Property and Commerce) of Monterrey, Nuevo León.

Voting Rights and Certain Minority Rights

Each Series B Share entitles its holder to one vote at any of our ordinary or extraordinary general shareholders meetings. Our bylaws state that the board of directors must be composed of no more than 21 members, at least 25% of whom must be independent. Holders of Series B Shares are entitled to elect at least 11 members of our board of directors. Holders of Series D Shares are entitled to elect five members of our board of directors. Our bylaws also contemplate that, should a conversion of the Series D-L Shares to Series L Shares occur pursuant to the vote of our Series D-B and Series D-L shareholders at special and extraordinary shareholders meetings, the holders of Series D-L shares (who would become holders of newly-issued Series L Shares) will be entitled to elect two members of the board of directors. None of our shares has cumulative voting rights, which is a right not regulated under Mexican law.

 

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Under our bylaws, the holders of Series D Shares are entitled to vote at extraordinary shareholders meetings called to consider any of the following limited matters: (1) the transformation from one form of corporate organization to another, other than from a company with variable capital stock to a company without variable capital stock or vice versa, (2) any merger in which we are not the surviving entity or with other entities whose principal corporate purposes are different from those of our company or our subsidiaries, (3) change of our jurisdiction of incorporation, (4) dissolution and liquidation and (5) the cancellation of the registration of the Series D Shares or Series L Shares in the Mexican Stock Exchange or in any other foreign stock market where listed, except in the case of the conversion of these shares as provided for in our bylaws.

Holders of Series D Shares are also entitled to vote on the matters that they are expressly authorized to vote on by the Mexican Securities Law and at any extraordinary shareholders meeting called to consider any of the following matters:

 

   

To approve a conversion of all of the outstanding Series D-B Shares and Series D-L Shares into Series B shares with full voting rights and Series L Shares with limited voting rights, respectively.

 

   

To agree to the unbundling of their share Units.

This conversion and/or unbundling of shares would become effective two (2) years after the date on which the shareholders agreed to such conversion and/or unbundling.

Under Mexican law, holders of shares of any series are entitled to vote as a class in a special meeting governed by the same rules that apply to extraordinary shareholders meetings on any action that would have an effect on the rights of holders of shares of such series. There are no procedures for determining whether a particular proposed shareholder action requires a class vote, and Mexican law does not provide extensive guidance on the criteria to be applied in making such a determination.

The Mexican Securities Law, the Mexican General Corporations Law and our bylaws provide for certain minority shareholder protections. These minority protections include provisions that permit:

 

   

holders of at least 10% of our outstanding capital stock entitled to vote, including in a limited or restricted manner, to require the chairman of the board of directors or of the Audit or Corporate Practices Committees to call a shareholders’ meeting;

 

   

holders of at least 5% of our outstanding capital stock, including limited or restricted vote, may bring an action for liabilities against our directors, the secretary of the board of directors or certain key officers;

 

   

holders of at least 10% of our outstanding capital stock who are entitled to vote, including limited or restricted vote, at any shareholders meeting to request that resolutions with respect to any matter on which they considered they were not sufficiently informed be postponed;

 

   

holders of 20% of our outstanding capital stock to oppose any resolution adopted at a shareholders meeting in which they are entitled to vote, including limited or restricted vote, and file a petition for a court order to suspend the resolution temporarily within 15 days following the adjournment of the meeting at which the action was taken, provided that (1) the challenged resolution violates Mexican law or our bylaws, (2) the opposing shareholders neither attended the meeting nor voted in favor of the challenged resolution and (3) the opposing shareholders deliver a bond to the court to secure payment of any damages that we may suffer as a result of suspending the resolution in the event that the court ultimately rules against the opposing shareholder; and

 

   

holders of at least 10% of our outstanding capital stock who are entitled to vote, including limited or restricted vote, to appoint one member of our board of directors and one alternate member of our board of directors.

 

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Shareholders Meetings

General shareholders meetings may be ordinary meetings or extraordinary meetings. Extraordinary meetings are those called to consider certain matters specified in Article 182 and 228 BIS of the Mexican General Corporations Law, Articles 53 and 108(II) of the Mexican Securities Law and in our bylaws. These matters include: amendments to our bylaws, liquidation, dissolution, merger, spin-off and transformation from one form of corporate organization to another, issuance of preferred stock and increases and reductions of the fixed portion of our capital stock. In addition, our bylaws require a general shareholders’ extraordinary meeting to consider the cancellation of the registration of shares with the Mexican Registry of Securities, or RNV or with other foreign stock exchanges on which our shares may be listed, the amortization of distributable earnings into capital stock, and an increase in our capital stock in terms of the Mexican Securities Law. General meetings called to consider all other matters, including increases or decreases affecting the variable portion of our capital stock, are ordinary meetings. An ordinary meeting must be held at least once each year within the first four months following the end of the preceding fiscal year. Holders of BD Units or B Units are entitled to attend all shareholders meetings of the Series B Shares and Series D Shares and to vote on matters that are subject to the vote of holders of the underlying shares.

The quorum for an ordinary shareholders meeting on first call is more than 50% of the Series B Shares, and action may be taken by a majority of the Series B Shares represented at the meeting. If a quorum is not available, a second or subsequent meeting may be called and held by whatever number of Series B Shares is represented at the meeting, at which meeting action may be taken by a majority of the Series B Shares that are represented at the meeting.

The quorum for an extraordinary shareholders meeting is at least 75% of the shares entitled to vote at the meeting, and action may be taken by a vote of the majority of all the outstanding shares that are entitled to vote. If a quorum is not available, a second meeting may be called, at which the quorum will be the majority of the outstanding capital stock entitled to vote, and actions will be taken by holders of the majority of all the outstanding capital stock entitled to vote.

Shareholders meetings may be called by the board of directors, the audit committee or the corporate practices committee and, under certain circumstances, a Mexican court. Additionally, holders of 10% or more of our capital stock may require the chairman of the board of directors, or the chairman of the audit or corporate practices committees to call a shareholders meeting. A notice of meeting and an agenda must be published in the Periódico Oficial del Estado de Nuevo León (Official State Gazette of Nuevo León, or the Official State Gazette) or a newspaper of general distribution in Monterrey, Nuevo León, Mexico at least 15 days prior to the date set for the meeting. Notices must set forth the place, date and time of the meeting and the matters to be addressed and must be signed by whoever convened the meeting. Shareholders meetings will be deemed validly held and convened without a prior notice or publication only to the extent that all the shares representing our capital stock are fully represented. All relevant information relating to the shareholders meeting must be made available to shareholders starting on the date of publication of the notice involving such shareholders meeting. To attend a meeting, shareholders must deposit their shares with the company or with Indeval or an institution for the deposit of securities prior to the meeting as indicated in the notice. If entitled to attend a meeting, a shareholder may be represented by an attorney-in-fact.

In addition to the provisions of the Mexican General Corporations Law, the ordinary shareholders meeting shall be convened to approve any transaction that, in a fiscal year, represents 20% or more of the consolidated assets of the company as of the immediately prior quarter, whether such transaction is executed in one or several operations, to the extent that, according to the nature of such transactions, they may be deemed the same. All shareholders shall be entitled to vote on in such ordinary shareholders meeting, including those with limited or restricted voting rights.

 

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Dividend Rights

At the AGM, the board of directors submits the financial statements of the company for the previous fiscal year, together with a report thereon by the board of directors. Once the holders of Series B Shares have approved the financial statements, they determine the allocation of our net profits for the preceding year. Mexican law requires the allocation of at least 5% of net profits to a legal reserve, which is not subsequently available for distribution, until the amount of the legal reserve equals 20% of our paid in capital stock. Thereafter, the holders of Series B Shares may determine and allocate a certain percentage of net profits to any general or special reserve, including a reserve for open-market purchases of our shares. The remainder of net profits is available for distribution in the form of dividends to the shareholders. Dividends may only be paid if net profits are sufficient to offset losses from prior fiscal years.

Our bylaws provide that dividends will be allocated among the shares outstanding and fully paid at the time a dividend is declared in such manner that each Series D-B Share and Series D-L Share receives 125% of the dividend distributed in respect of each Series B Share. Holders of Series D-B Shares and Series D-L Shares are entitled to this dividend premium in connection with all dividends paid by us.

Change in Capital

Our outstanding capital stock consists of both a fixed and a variable portion. The fixed portion of our capital stock may be increased or decreased only by an amendment of the bylaws adopted by an extraordinary shareholders meeting. The variable portion of our capital stock may be increased or decreased by resolution of an ordinary shareholders meeting. Capital increases and decreases must be recorded in our share registry and book of capital variations, if applicable.

A capital stock increase may be effected through the issuance of new shares for payment in cash or in kind, or by capitalization of indebtedness or of certain items of stockholders’ equity. Treasury stock may only be sold pursuant to a public offering.

Any increase or decrease in our capital stock or any redemption or repurchase will be subject to the following limitations: (1) Series B Shares will always represent at least 51% of our outstanding capital stock and the Series D-L Shares and Series L Shares will never represent more than 25% of our outstanding capital stock; and (2) the Series D-B, Series D-L and Series L Shares will not exceed, in the aggregate, 49% of our outstanding capital stock.

Preemptive Rights

Under Mexican law, except in limited circumstances which are described below, in the event of an increase in our capital stock, a holder of record generally has the right to subscribe to shares of a series held by such holder sufficient to maintain such holder’s existing proportionate holding of shares of that series. Preemptive rights must be exercised during a term fixed by the shareholders at the meeting declaring the capital increase, which term must last at least 15 days following the publication of notice of the capital increase in the Official State Gazette. As a result of applicable United States securities laws, holders of ADSs may be restricted in their ability to participate in the exercise of preemptive rights under the terms of the deposit agreement. Shares subject to a preemptive rights offering, with respect to which preemptive rights have not been exercised, may be sold by us to third parties on the same terms and conditions previously approved by the shareholders or the board of directors. Under Mexican law, preemptive rights cannot be waived in advance or be assigned, or be represented by an instrument that is negotiable separately from the corresponding shares.

Our bylaws provide that shareholders will not have preemptive rights to subscribe shares in the event of a capital stock increase or listing of treasury stock in any of the following events: (i) merger of the Company; (ii) conversion of obligations (conversion de obligaciones) in terms of the Mexican General Credit Instruments and Credit Operations Law (Ley General de Títulos y Operaciones de Crédito); (iii) public offering made according to the terms of articles 53, 56 and related provisions of the Mexican Securities Law; and (iv) capital increase made through the payment in kind of the issued shares or through the cancellation of debt of the Company.

 

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Limitations on Share Ownership

Ownership by non-Mexican nationals of shares of Mexican companies is regulated by the Foreign Investment Law and its regulations. The Foreign Investment Commission is responsible for the administration of the Foreign Investment Law and its regulations.

As a general rule, the Foreign Investment Law allows foreign holdings of up to 100% of the capital stock of Mexican companies, except for those companies engaged in certain specified restricted industries. The Foreign Investment Law and its regulations require that Mexican shareholders retain the power to determine the administrative control and the management of corporations in industries in which special restrictions on foreign holdings are applicable. Foreign investment in our shares is not limited under either the Foreign Investment Law or its regulations.

Management of the Company

Management of the company is entrusted to the board of directors and also to the chief executive officer, who is required to follow the strategies, policies and guidelines approved by the board of directors and the authority, obligations and duties expressly authorized in the Mexican Securities Law.

At least 25% of the members of the board of directors shall be independent. Independence of the members of the board of directors is determined by the shareholders meeting, subject to the CNBV’s challenge of such determination. In the performance of its responsibilities, the board of directors will be supported by a corporate practices committee and an audit committee. The corporate practices committee and the audit committee consist solely of independent directors. Each committee is formed by at least three board members appointed by the shareholders or by the board of directors. The chairmen of said committees are appointed (taking into consideration their experience, capacity and professional prestige) and removed exclusively by a vote in a shareholders meeting.

Surveillance

Surveillance of the company is entrusted to the board of directors, which shall be supported in the performance of these functions by the corporate practices committee, the audit committee and our external auditor. The external auditor may be invited to attend board of directors meetings as an observer, with a right to participate but without voting rights.

Authority of the Board of Directors

The board of directors is our legal representative and is authorized to take any action in connection with our operations not expressly reserved to our shareholders. Pursuant to the Mexican Securities Law, the board of directors must approve, observing at all moments their duty of care and duty of loyalty, among other matters:

 

   

any transactions to be entered into with related parties which are deemed to be outside the ordinary course of our business;

 

   

significant asset transfers or acquisitions;

 

   

material guarantees or collateral;

 

   

internal policies; and

 

   

other material transactions.

Meetings of the board of directors are validly convened and held if a majority of the members are present. Resolutions passed at these meetings will be valid if approved by a majority of members of the board of directors are present at the meeting. If required, the chairman of the board of directors may cast a tie-breaking vote.

Redemption

We may redeem part of our shares for cancellation with distributable earnings pursuant to a decision of an extraordinary shareholders meeting. Only shares subscribed and fully paid for may be redeemed. Any shares intended to be redeemed shall be purchased on the Mexican Stock Exchange in accordance with the Mexican

 

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General Corporations Law and the Mexican Securities Law. No shares will be redeemed, if as a consequence of such redemption, the Series D and Series L Shares in the aggregate exceed the percentages permitted by our bylaws or if any such redemption will reduce our fixed capital below its minimum.

Repurchase of Shares

According to our bylaws, subject to the provisions of the Mexican Securities Law and under rules promulgated by the CNBV, we may repurchase our shares at any time at the then prevailing market price. The maximum amount available for repurchase of our shares must be approved at the AGM. The economic and voting rights corresponding to such repurchased shares may not be exercised while our company owns the shares.

In accordance with the Mexican Securities Law, our subsidiaries may not purchase, directly or indirectly, shares of our capital stock or any security that represents such shares.

Forfeiture of Shares

As required by Mexican law, our bylaws provide that non-Mexican holders of BD Units, B Units or shares (1) are considered to be Mexican with respect to such shares that they acquire or hold and (2) may not invoke the protection of their own governments in respect of the investment represented by those shares. Failure to comply with our bylaws may result in a penalty of forfeiture of a shareholder’s capital stock in favor of the Mexican state. In the opinion of Carlos Eduardo Aldrete Ancira, our general counsel, under this provision, a non-Mexican shareholder (including a non-Mexican holder of ADSs) is deemed to have agreed not to invoke the protection of its own government by asking such government to interpose a diplomatic claim against the Mexican state with respect to its rights as a shareholder, but is not deemed to have waived any other rights it may have, including any rights under the United States securities laws, with respect to its investment in our company. If a shareholder should invoke governmental protection in violation of this agreement, its shares could be forfeited to the Mexican state.

Duration

The bylaws provide that the duration of our company is 99 years, commencing on May 30, 1936, unless extended by a resolution of an extraordinary shareholders meeting.

Appraisal Rights

Whenever the shareholders approve a change of corporate purpose, change of jurisdiction of incorporation or the transformation from one form of corporate organization to another, any shareholder entitled to vote on such change that has voted against it, may withdraw as a shareholder of our company and have its shares redeemed by FEMSA at a price per share calculated as specified under applicable Mexican law, provided that it exercises its right within 15 days following the adjournment of the meeting at which the change was approved. Under Mexican law, the amount which a withdrawing shareholder is entitled to receive is equal to its proportionate interest in our capital stock or according to our most recent balance sheet approved by an ordinary general shareholders meeting.

Delisting of Shares

In the event of a cancellation of the registration of any of our shares with the RNV, whether by order of the CNBV or at our request with the prior consent of 95% of the holders of our outstanding capital stock, our bylaws and the new Mexican Securities Law require us to make a public offer to acquire these shares prior to their cancellation.

Liquidation

Upon the dissolution of our company, one or more liquidators must be appointed by an extraordinary general meeting of the shareholders to wind up its affairs. All fully paid and outstanding shares of capital stock will be entitled to participate equally in any distribution upon liquidation.

Actions Against Directors

Shareholders (including holders of Series D-B and Series D-L Shares) representing, in the aggregate, not less than 5% of our capital stock may directly bring an action against directors.

 

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In the event of actions derived from any breach of the duty of care and the duty of loyalty, liability is exclusively in favor of the company. The Mexican Securities Law establishes that liability may be imposed on the members and the secretary of the board of directors, as well as to the relevant officers.

Notwithstanding, the Mexican Securities Law provides that the members of the board of directors will not incur, individually or jointly, liability for damages and losses caused to the company, when their acts were made in good faith, in any of the following events (1) the directors complied with the requirements of the Mexican Securities Law and with the company’s bylaws, (2) the decision making or voting was based on information provided by the relevant officers, the external auditor or the independent experts, whose capacity and credibility do not offer reasonable doubt; (3) the negative economic effects could not have been foreseen, based on the information available; and (4) they comply with the resolutions of the shareholders’ meeting when such resolutions comply with applicable law.

Fiduciary Duties—Duty of Care

The Mexican Securities Law provides that the directors shall act in good faith and in our best interest and in the best interest of our subsidiaries. In order to fulfill its duty, the board of directors may:

 

   

request information about us or our subsidiaries that is reasonably necessary to fulfill its duties;

 

   

require our officers and certain other persons, including the external auditors, to appear at board of directors’ meetings to report to the board of directors;

 

   

postpone board of directors’ meetings for up to three days when a director has not been given sufficient notice of the meeting or in the event that a director has not been provided with the information provided to the other directors; and

 

   

require a matter be discussed and voted upon by the full board of directors in the presence of the secretary of the board of directors.

Our directors may be liable for damages for failing to comply their duty of care if such failure causes economic damage to us or our subsidiaries and the director (1) failed to attend, board of directors’ or committee meetings and as a result of, such failure, the board of directors was unable to take action, unless such absence is approved by the shareholders meeting, (2) failed to disclose to the board of directors or the committees material information necessary for the board of directors to reach a decision, unless legally or contractually prohibited from doing so in order to maintain confidentiality, and (3) failed to comply with the duties imposed by the Mexican Securities Law or our bylaws.

Fiduciary Duties—Duty of Loyalty

The Mexican Securities Law provides that the directors and secretary of the board of directors shall keep confidential any non-public information and matters about which they have knowledge as a result of their position. Also, directors should abstain from participating, attending or voting at meetings related to matters where they have a conflict of interest.

The directors and secretary of the board of directors will be deemed to have violated the duty of loyalty, and will be liable for damages, when they obtain an economic benefit by virtue of their position. Further, the directors will fail to comply with their duty of loyalty if they:

 

   

vote at a board of directors’ meeting or take any action on a matter involving our assets where there is a conflict of interest;

 

   

fail to disclose a conflict of interest during a board of directors’ meeting;

 

   

enter into a voting arrangement to support a particular shareholder or group of shareholders against the other shareholders;

 

   

approve of transactions without complying with the requirements of the Mexican Securities Law;

 

   

use company property in violation of the policies approved by the board of directors;

 

   

unlawfully use material non-public information; and

 

   

usurp a corporate opportunity for their own benefit or the benefit of third parties, without the prior approval of the board of directors.

Limited Liability of Shareholders

The liability of shareholders for our company’s losses is limited to their shareholdings in our company.

 

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Taxation

The following summary contains a description of certain U.S. federal income and Mexican federal tax consequences of the purchase, ownership and disposition of our ADSs by a holder that is a citizen or resident of the United States, a U.S. domestic corporation or a person or entity that otherwise will be subject to U.S. federal income tax on a net income basis in respect of our ADSs, whom we refer to as a U.S. holder, but it does not purport to be a description of all of the possible tax considerations that may be relevant to a decision to purchase, hold or dispose of ADSs. In particular, this discussion does not address all Mexican or U.S. federal income tax considerations that may be relevant to a particular investor, nor does it address the special tax rules applicable to certain categories of investors, such as banks, dealers, traders who elect to mark to market, tax-exempt entities, insurance companies, certain short-term holders of ADSs or investors who hold our ADSs as part of a hedge, straddle, conversion or integrated transaction, partnerships that hold ADSs, or partners therein, or investors who have a “functional currency” other than the U.S. dollar. This summary deals only with U.S. holders that will hold our ADSs as capital assets and does not address the tax treatment of a U.S. holder that owns or is treated as owning 10% or more of the voting shares (including ADSs) of the company.

This summary is based upon the federal tax laws of the United States and Mexico as in effect on the date of this annual report, including the provisions of the income tax treaty between the United States and Mexico which we refer to as the Tax Treaty, which are subject to change. The summary does not address any tax consequences under the laws of any state or locality of Mexico or the United States or the laws of any taxing jurisdiction other than the federal laws of Mexico and the United States. Holders of our ADSs should consult their tax advisors as to the U.S., Mexican or other tax consequences of the purchase, ownership and disposition of ADSs, including, in particular, the effect of any foreign, state or local tax laws.

Mexican Taxation

For purposes of this summary, the term “non-resident holder” means a holder that is not a resident of Mexico for tax purposes and that does not hold our ADSs in connection with the conduct of a trade or business through a permanent establishment for tax purposes in Mexico. For purposes of Mexican taxation, an individual is a resident of Mexico if he or she has established his or her home in Mexico, or if he or she has another home outside Mexico, but his or her Centro de Intereses Vitales (Center of Vital Interests) (as defined in the Mexican Tax Code) is located in Mexico and, among other circumstances, more than 50% of that person’s total income during a calendar year comes from within Mexico. A legal entity is a resident of Mexico if it has either its principal place of business or its place of effective management in Mexico. A Mexican citizen is presumed to be a resident of Mexico unless he or she can demonstrate that the contrary is true. If a legal entity or an individual is deemed to have a permanent establishment in Mexico for tax purposes, all income attributable to the permanent establishment will be subject to Mexican taxes, in accordance with applicable tax laws.

Taxation of Dividends. Under Mexican income tax law, dividends, either in cash or in kind, paid with respect to our shares represented by our ADSs are not subject to Mexican withholding tax if such dividends were distributed from the net taxable profits generated before 2014. Dividends distributed from the net taxable profits generated after or during 2014 will be subject to Mexican withholding tax at a rate of 10%. See “Item 4. Information on the Company—Regulatory Matters—Mexican Tax Reform.”

Taxation of Dispositions of ADSs. Gains from the sale or disposition of ADSs by non-resident holders will not be subject to Mexican tax, if the disposition is carried out through a stock exchange recognized under applicable Mexican tax law and the transferor is resident of a country with which Mexico has entered into a tax treaty for the avoidance of double taxation; if the transferor is not a resident of such a country, the gain will be taxable at the rate of 10%, in which case the tax will be withheld by the financial intermediary.

 

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In compliance with certain requirements, gains on the sale or other disposition of ADSs made in circumstances different from those set forth in the prior paragraph generally would be subject to Mexican tax, at the general rate of 25% of the gross income, regardless of the nationality or residence of the transferor. However, under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty will be exempt from Mexican tax on gains realized on a sale or other disposition of our ADSs in a transaction that is not carried out through the Mexican Stock Exchange or other approved securities markets, so long as the holder did not own, directly or indirectly, 25% or more of our outstanding capital stock (including shares represented by our ADSs) within the 12-month period preceding such sale or other disposition. Deposits of shares in exchange for ADSs and withdrawals of shares in exchange for our ADSs will not give rise to Mexican tax.

Other Mexican Taxes. There are no Mexican inheritance, gift, succession or value added taxes applicable to the ownership, transfer, exchange or disposition of our ADSs. There are no Mexican stamp, issue, registration or similar taxes or duties payable by holders of our ADSs.

United States Taxation

Taxation of Dividends. The gross amount of any dividends paid with respect to our shares represented by our ADSs generally will be included in the gross income of a U.S. holder as foreign source dividend income on the day on which the dividends are received by the ADS depositary and will not be eligible for the dividends received deduction allowed to corporations under the Internal Revenue Code of 1986, as amended. Dividends, which will be paid in Mexican pesos, will be includible in the income of a U.S. holder in a U.S. dollar amount calculated, in general, by reference to the exchange rate in effect on the date that they are received by the ADS depositary (regardless of whether such Mexican pesos are in fact converted into U.S. dollars on such date). If such dividends are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the dividends. U.S. holders should consult their tax advisors regarding the treatment of the foreign currency gain or loss, if any, on any Mexican pesos received that are converted into U.S. dollars on a date subsequent to the date of receipt. Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual U.S. holder in respect of the ADSs is subject to taxation at the reduced rate applicable to long-term capital gains if the dividends are “qualified dividends.” Dividends paid on the ADSs will be treated as qualified dividends if (1) we are eligible for the benefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service has approved for the purposes of the qualified dividend rules, or the dividends are paid with respect to ADSs that are “readily tradable on an established U.S. securities market” and (2) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company. The income tax treaty between Mexico and the United States has been approved for the purposes of the qualified dividend rules. The ADSs are listed on the NYSE, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on our audited consolidated financial statements and relevant market and shareholder data, we believe that we were not treated as a passive foreign investment company for U.S. federal income tax purposes with respect to our 2014 taxable year. In addition, based on our audited consolidated financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a passive foreign investment company for our 2015 taxable year. Dividends generally will constitute foreign source “passive income” for U.S. foreign tax credit purposes.

Distributions to holders of additional shares with respect to our ADSs that are made as part of a pro rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax.

A holder of ADSs that is, with respect to the United States, a foreign corporation or non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on dividends received on ADSs unless such income is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States.

Taxation of Capital Gains. A gain or loss realized by a U.S. holder on the sale or other taxable disposition of ADSs will be subject to U.S. federal income taxation as a capital gain or loss in an amount equal to the difference between the amount realized on the disposition and such U.S. holder’s tax basis in the ADSs (each calculated in dollars). Any such gain or loss will be a long-term capital gain or loss if the ADSs were held for more than one year on the date of such sale. Any long-term capital gain recognized by a U.S. holder that is an individual is subject to a reduced rate of federal income taxation. The deduction of capital losses is subject to limitations for U.S. federal income tax purposes. Deposits and withdrawals of shares by U.S. holders in exchange for ADSs will not result in the realization of gains or losses for U.S. federal income tax purposes.

 

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Any gain realized by a U.S. holder on the sale or other disposition of ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes.

A non-U.S. holder of ADSs will not be subject to U.S. federal income or withholding tax on any gain realized on the sale of ADSs, unless (1) such gain is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States, or (2) in the case of a gain realized by an individual non-U.S. holder, the non-U.S. holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

United States Backup Withholding and Information Reporting. A U.S. holder of ADSs may, under certain circumstances, be subject to “information reporting” and “backup withholding” with respect to certain payments to such U.S. holder, such as dividends, interest or the proceeds of a sale or disposition of ADSs, unless such holder (1) is a corporation or comes within certain exempt categories, and demonstrates this fact when so required, or (2) in the case of backup withholding, provides a correct taxpayer identification number, certifies that it is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules. Any amount withheld under these rules does not constitute a separate tax and will be creditable against the holder’s U.S. federal income tax liability. While non-U.S. holders generally are exempt from information reporting and backup withholding, a non-U.S. holder may, in certain circumstances, be required to comply with certain information and identification procedures in order to prove this exemption.

Material Contracts

We and our subsidiaries are parties to a variety of material agreements with third parties, including shareholders’ agreements, supply agreements and purchase and service agreements. Set forth below are summaries of the material terms of such agreements. The actual agreements have either been filed as exhibits to, or incorporated by reference in, this annual report. See “Item 19. Exhibits.”

Material Contracts Relating to Coca-Cola FEMSA

Shareholders Agreement

Coca-Cola FEMSA operates pursuant to a shareholders agreement among our company and The Coca-Cola Company and certain of its subsidiaries. This agreement, together with Coca-Cola FEMSA’s bylaws, sets forth the basic rules under which Coca-Cola FEMSA operates.

In February 2010, Coca-Cola FEMSA’s main shareholders, FEMSA and The Coca-Cola Company, amended the shareholders agreement, and Coca-Cola FEMSA’s bylaws were amended accordingly. The amendment mainly related to changes in the voting requirements for decisions on: (1) ordinary operations within an annual business plan and (2) appointment of the chief executive officer and all officers reporting to him, all of which now may be taken by the board of directors by simple majority voting. Also, the amendment provided that payment of dividends, up to an amount equivalent to 20% of the preceding years’ retained earnings, may be approved by a simple majority of the shareholders. Any decision on extraordinary matters, as they are defined in Coca-Cola FEMSA’s bylaws and which include, among other things, any new business acquisition, business combinations, or any change in the existing line of business, shall require the approval of the majority of the members of the board of directors, with the vote of two of the members appointed by The Coca-Cola Company. Also, any decision related to such extraordinary matters or any payment of dividends above 20% of the preceding years’ retained earnings shall require the approval of a majority of the shareholders of Coca-Cola FEMSA’s Series A and Series D Shares voting together as a single class.

Under Coca-Cola FEMSA’s bylaws and shareholders agreement, its Series A Shares and Series D Shares are the only shares with full voting rights and, therefore, control actions by its shareholders. The shareholders agreement also sets forth the principal shareholders’ understanding as to the effect of adverse actions of The Coca-Cola Company under the bottler agreements. Coca-Cola FEMSA’s bylaws and shareholders agreement provide that a majority of the directors appointed by the holders of its Series A Shares, upon making a reasonable, good faith determination that any action of The Coca-Cola Company under any bottler agreement between The Coca-Cola Company and Coca-Cola FEMSA or any of its subsidiaries is materially adverse to Coca-Cola FEMSA’s business interests and that The Coca-Cola Company has failed to cure such action within 60 days of notice, may declare a “simple majority period”, as defined in Coca-Cola FEMSA’s bylaws, at any time within 90 days after giving notice.

 

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During the simple majority period certain decisions, namely the approval of material changes in Coca-Cola FEMSA’s business plans, the introduction of a new, or termination of an existing, line of business, and related party transactions outside the ordinary course of business, to the extent the presence and approval of at least two Coca-Cola FEMSA Series D directors would otherwise be required, can be made by a simple majority vote of its entire board of directors, without requiring the presence or approval of any Coca-Cola FEMSA Series D director. A majority of the Coca-Cola FEMSA Series A directors may terminate a simple majority period but, once having done so, cannot declare another simple majority period for one year after the termination. If a simple majority period persists for one year or more, the provisions of the shareholders agreement for resolution of irreconcilable differences may be triggered, with the consequences outlined in the following paragraph.

In addition to the rights of first refusal provided for in Coca-Cola FEMSA’s bylaws regarding proposed transfers of its Series A Shares or Series D Shares, the shareholders agreement contemplates three circumstances under which one principal shareholder may purchase the interest of the other in Coca-Cola FEMSA: (1) a change in control in a principal shareholder; (2) the existence of irreconcilable differences between the principal shareholders; or (3) the occurrence of certain specified events of default.

In the event that (1) one of the principal shareholders buys the other’s interest in Coca-Cola FEMSA in any of the circumstances described above or (2) the ownership of Coca-Cola FEMSA’s shares of capital stock other than the Series L Shares of the subsidiaries of The Coca-Cola Company or FEMSA is reduced below 20% and upon the request of the shareholder whose interest is not so reduced, the shareholders agreement requires that Coca-Cola FEMSA’s bylaws be amended to eliminate all share transfer restrictions and all special-majority voting and quorum requirements, after which the shareholders agreement would terminate.

The shareholders agreement also contains provisions relating to the principal shareholders’ understanding as to Coca-Cola FEMSA’s growth. It states that it is The Coca-Cola Company’s intention that Coca-Cola FEMSA will be viewed as one of a small number of its “anchor” bottlers in Latin America. In particular, the parties agree that it is desirable that Coca-Cola FEMSA expands by acquiring additional bottler territories in Mexico and other Latin American countries in the event any become available through horizontal growth. In addition, The Coca-Cola Company has agreed, subject to a number of conditions, that if it obtains ownership of a bottler territory that fits with Coca-Cola FEMSA’s operations, it will give Coca-Cola FEMSA the option to acquire such territory. The Coca-Cola Company has also agreed to support prudent and sound modifications to Coca-Cola FEMSA’s capital structure to support horizontal growth. The Coca-Cola Company’s agreement as to horizontal growth expires upon either the elimination of the super-majority voting requirements described above or The Coca-Cola Company’s election to terminate the agreement as a result of a default.

The Coca-Cola Memorandum

In connection with the acquisition of Panamco, in 2003, Coca-Cola FEMSA established certain understandings primarily relating to operational and business issues with both The Coca-Cola Company and our company that were memorialized in writing prior to completion of the acquisition. Although the memorandum has not been amended, Coca-Cola FEMSA continues to develop its relationship with The Coca-Cola Company (through, inter alia, acquisitions and taking on new product categories), and Coca-Cola FEMSA therefore believes that the memorandum should be interpreted in the context of subsequent events, some of which have been noted in the description below. The principal terms are as follows:

 

   

The shareholder arrangements between our company and The Coca-Cola Company and certain of its subsidiaries will continue in place. On February 1, 2010, FEMSA amended its shareholders agreement with The Coca-Cola Company. See “—Shareholders Agreement.”

 

   

We will continue to consolidate Coca-Cola FEMSA’s financial results under IFRS.

 

   

The Coca-Cola Company and our company will continue to discuss in good faith the possibility of implementing changes to Coca-Cola FEMSA’s capital structure in the future.

 

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There will be no changes in concentrate pricing or marketing support by The Coca-Cola Company up to May 2004. After such time, The Coca-Cola Company obtained complete discretion to implement any changes with respect to these matters, but any decision in this regard will be discussed with Coca-Cola FEMSA and will take Coca-Cola FEMSA’s operating condition into consideration.

 

   

The Coca-Cola Company may require the establishment of a different long-term strategy for Brazil. If, after taking into account our performance in Brazil, The Coca-Cola Company does not consider us to be part of this long-term strategic solution for Brazil, then we will sell our Brazilian franchise to The Coca-Cola Company or its designee at fair market value. Fair market value would be determined by independent investment bankers retained by each party at their own expense pursuant to specified procedures. Coca-Cola FEMSA currently believes the likelihood of this term applying is remote.

 

   

We, The Coca-Cola Company and Coca-Cola FEMSA will meet to discuss the optimal Latin American territorial configuration for the Coca-Cola bottler system. During these meetings, Coca-Cola FEMSA will consider all possible combinations and any asset swap transactions that may arise from these discussions. In addition, Coca-Cola FEMSA will entertain any potential combination as long as it is strategically sound and done at fair market value.

 

   

Coca-Cola FEMSA would like to keep open strategic alternatives that relate to the integration of sparkling beverages and beer. The Coca-Cola Company, our company and Coca-Cola FEMSA would explore these alternatives on a market-by-market basis at the appropriate time.

 

   

Coca-Cola FEMSA may be entering some markets where significant infrastructure investment may be required. The Coca-Cola Company and our company will conduct a joint study that will outline strategies for these markets, as well as the investment levels required to execute these strategies. Subsequently, it is intended that our company and The Coca-Cola Company will reach an agreement on the level of funding to be provided by each of the partners. The parties intend that this allocation of funding responsibilities would not be overly burdensome for either partner.

Cooperation Framework with The Coca-Cola Company

In September 2006, Coca-Cola FEMSA and The Coca-Cola Company reached a comprehensive cooperation framework for a new stage of collaboration going forward. This new framework includes the main aspects of Coca-Cola FEMSA’s relationship with The Coca-Cola Company and defines the terms for the new collaborative business model. The framework is structured around three main objectives, which have been implemented as outlined below.

 

   

Sustainable growth of sparkling beverages, still beverages and waters: Together with The Coca-Cola Company, Coca-Cola FEMSA has defined a platform to jointly pursue incremental growth in the sparkling beverage category, as well as accelerated development of still beverages and waters across Latin America. To this end, The Coca-Cola Company will provide a relevant portion of the funds derived from the concentrate increase for marketing support of the entire portfolio. In addition, the framework contemplates a new, all-encompassing business model for the development, organically and through acquisitions, of still beverages and waters that further aligns Coca-Cola FEMSA’s and The Coca-Cola Company’s objectives and should contribute to incremental long-term value creation at both companies. With this objective in mind, Coca-Cola FEMSA has jointly acquired the Brisa bottled water business in Colombia, it has a joint venture with respect to the Jugos del Valle products in Mexico and Brazil, and has agreements to develop the Crystal water business and the Matte Leão business in Brazil jointly with other bottlers and the business of Estrella Azul in Panama. During 2011, Coca-Cola FEMSA and The Coca-Cola Company entered into a joint venture to develop certain coffee products in Coca-Cola FEMSA’s territories. In addition, during 2012 Coca-Cola FEMSA acquired, through Jugos del Valle, an indirect participation in Santa Clara, producer of milk and dairy products in Mexico.

 

   

Horizontal growth: The framework includes The Coca-Cola Company’s endorsement of Coca-Cola FEMSA’s aspiration to continue being a leading participant in the consolidation of the Coca-Cola system in Latin America, as well as the exploration of potential opportunities in other markets where Coca-Cola FEMSA’s operating model and strong execution capabilities could be leveraged. For example, in 2008 Coca-Cola FEMSA entered into a transaction with The Coca-Cola Company to acquire from it REMIL, which was The Coca-Cola Company’s wholly-owned bottling franchise in the majority of the State of Minas Gerais of Brazil. On January 25, 2013, Coca-Cola FEMSA closed the acquisition of a 51% non-controlling stake in the outstanding shares of CCFPI in the Philippines.

 

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Long-term vision in relationship economics: Coca-Cola FEMSA and The Coca-Cola Company understand each other’s business objectives and growth plans, and the new framework provides long-term perspective on the economics of their relationship. This will allow Coca-Cola FEMSA and The Coca-Cola Company to focus on continuing to drive the business forward and generating profitable growth.

Bottler Agreements

Bottler agreements are the standard agreements for each territory that The Coca-Cola Company enters into with bottlers. Pursuant to its bottler agreements, Coca-Cola FEMSA is authorized to manufacture, sell, and distribute Coca-Cola trademark beverages within specific geographic areas, and is required to purchase concentrate in all of its territories from companies designated by The Coca-Cola Company, and sweeteners from companies authorized by The Coca-Cola Company.

These bottler agreements also provide that Coca-Cola FEMSA will purchase its entire requirement of concentrate for Coca-Cola trademark beverages from The Coca-Cola Company and other authorized suppliers at prices, terms of payment and on other terms and conditions of supply as determined from time to time by The Coca-Cola Company at its sole discretion. Concentrate prices for Coca-Cola trademark beverages are determined as a percentage of the weighted average retail price in local currency, net of applicable taxes. Although the price multipliers used to calculate the cost of concentrate and the currency of payment, among other terms, are set by The Coca-Cola Company at its sole discretion, Coca-Cola FEMSA sets the price of products sold to customers at its discretion, subject to the applicability of price restraints imposed by authorities in certain territories. Coca-Cola FEMSA has the exclusive right to distribute Coca-Cola trademark beverages for sale in its territories in authorized containers of the nature prescribed by the bottler agreements and currently used by Coca-Cola FEMSA. These containers include various configurations of cans and returnable and non-returnable bottles made of glass, aluminum and plastic and fountain containers.

The bottler agreements include an acknowledgment by Coca-Cola FEMSA that The Coca-Cola Company is the sole owner of the trademarks that identify the Coca-Cola trademark beverages and of the secret formulas with which The Coca-Cola Company’s concentrates are made. Subject to Coca-Cola FEMSA’s exclusive right to distribute Coca-Cola trademark beverages in its territories, The Coca-Cola Company reserves the right to import and export Coca-Cola trademark beverages to and from each of its territories. Coca-Cola FEMSA’s bottler agreements do not contain restrictions on The Coca-Cola Company’s ability to set the price of concentrates charged to its subsidiaries and do not impose minimum marketing obligations on The Coca-Cola Company. The prices at which Coca-Cola FEMSA purchases concentrates under the bottler agreements may vary materially from the prices it has historically paid. However, under Coca-Cola FEMSA’s bylaws and the shareholders agreement among our company and The Coca-Cola Company and certain of its subsidiaries, an adverse action by The Coca-Cola Company under any of the bottler agreements may result in a suspension of certain voting rights of the directors appointed by The Coca-Cola Company. This provides Coca-Cola FEMSA with limited protection against The Coca-Cola Company’s ability to raise concentrate prices to the extent that such increase is deemed detrimental to Coca-Cola FEMSA pursuant to such shareholders agreement and the Coca-Cola FEMSA’s bylaws. See “—Shareholders Agreement.”

The Coca-Cola Company has the ability, at its sole discretion, to reformulate any of the Coca-Cola trademark beverages and to discontinue any of the Coca-Cola trademark beverages, subject to certain limitations, so long as all Coca-Cola trademark beverages are not discontinued. The Coca-Cola Company may also introduce new beverages in Coca-Cola FEMSA’s territories in which case Coca-Cola FEMSA has a right of first refusal with respect to the manufacturing, packaging, distribution and sale of such new beverages subject to the same obligations as then exist with respect to the Coca-Cola trademark beverages under the bottler agreements.

 

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The bottler agreements prohibit Coca-Cola FEMSA from producing, bottling or handling beverages other than those of The Coca-Cola Company trademark beverages, or other products or packages that would imitate, infringe upon, or cause confusion with the products, trade dress, containers or trademarks of The Coca-Cola Company, except under the authority of, or with the consent of, The Coca-Cola Company. The bottler agreements also prohibit Coca-Cola FEMSA from acquiring or holding an interest in a party that engages in such restricted activities. The bottler agreements impose restrictions concerning the use of certain trademarks, authorized containers, packaging and labeling of The Coca-Cola Company so as to conform to policies prescribed by The Coca-Cola Company. In particular, Coca-Cola FEMSA is obligated to:

 

   

maintain plant and equipment, staff and distribution facilities capable of manufacturing, packaging and distributing the Coca-Cola trademark beverages in authorized containers in accordance with Coca-Cola FEMSA bottler agreements and in sufficient quantities to satisfy fully the demand in its territories;

 

   

undertake adequate quality control measures prescribed by The Coca-Cola Company;

 

   

develop, stimulate and satisfy fully the demand for Coca-Cola trademark beverages using all approved means, which includes the investment in advertising and marketing plans;

 

   

maintain a sound financial capacity as may be reasonably necessary to assure performance by Coca-Cola FEMSA and its subsidiaries of their obligations to The Coca-Cola Company; and

 

   

submit annually, to The Coca-Cola Company, Coca-Cola FEMSA’s marketing, management, promotional and advertising plans for the ensuing year.

The Coca-Cola Company contributed a significant portion of Coca-Cola FEMSA’s total marketing expenses in its territories during 2014 and has reiterated its intention to continue providing such support as part of its new cooperation framework. Although Coca-Cola FEMSA believes that The Coca-Cola Company will continue to provide funds for advertising and marketing, it is not obligated to do so. Consequently, future levels of advertising and marketing support provided by The Coca-Cola Company may vary materially from the levels historically provided. See “—Shareholders Agreement.”

Coca-Cola FEMSA has separate bottler agreements with The Coca-Cola Company for each of the territories in which it operates, on substantially the same terms and conditions. These bottler agreements are automatically renewable for ten-year terms, subject to the right of either party to give prior notice that it does not wish to renew a specific agreement.

As of December 31, 2014, we had:

 

   

nine bottler agreements in Mexico: (i) the agreements for the Valley of Mexico, which are up for renewal in April 2016 and June 2023, (ii) the agreements for the Central territory, which are up for renewal in May 2015 (three agreements) and July 2016, (iii) the agreement for the Northeast territory, which is up for renewal in May 2015, (iv) the agreement for the Bajio territory, which is up for renewal in May 2015, and (v) the agreement for the Southeast territory, which is up for renewal in June 2023;

 

   

four bottler agreements in Brazil, which are up for renewal in October 2017 (two agreements) and April 2024 (two agreements).

 

   

one bottler agreement in each of Argentina, which is up for renewal in September 2024, Colombia, which is up for renewal in June 2024; Venezuela, which is up for renewal in August 2016; Guatemala, which is up for renewal in March 2025; Costa Rica, which is up for renewal in September 2017; Nicaragua, which is up for renewal in May 2016 and Panama, which is up for renewal in November 2024.

The bottler agreements are subject to termination by The Coca-Cola Company in the event of default by Coca-Cola FEMSA. The default provisions include limitations on the change in ownership or control of Coca-Cola FEMSA and the assignment or transfer of the bottler agreements and are designed to preclude any person not acceptable to The Coca-Cola Company from obtaining an assignment of a bottler agreement or from acquiring Coca-Cola FEMSA independently of other rights set forth in the shareholders agreement. These provisions may prevent changes in Coca-Cola FEMSA’s principal shareholders, including mergers or acquisitions involving sales or dispositions of Coca-Cola FEMSA’s capital stock, which will involve an effective change of control without the consent of The Coca-Cola Company. See “—Shareholders Agreement.”

 

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Coca-Cola FEMSA has also entered into tradename license agreements with The Coca-Cola Company pursuant to which Coca-Cola FEMSA is authorized to use certain trademark names of The Coca-Cola Company with its corporate name. These agreements have a ten-year term and are automatically renewed for ten-year terms, but are terminated if Coca-Cola FEMSA’s ceases to manufacture, market, sell and distribute Coca-Cola trademark products pursuant to the bottler agreements or if the shareholders agreement is terminated. The Coca-Cola Company also has the right to terminate a license agreement if Coca-Cola FEMSA uses its trademark names in a manner not authorized by the bottler agreements.

Material Contracts Relating to our Holding of Heineken Shares

Share Exchange Agreement

On January 11, 2010, FEMSA and certain of our subsidiaries entered into a share exchange agreement, which we refer to as the Share Exchange Agreement, with Heineken Holding N.V. and Heineken N.V. The Share Exchange Agreement required Heineken N.V., in consideration for 100% of the shares of EMPREX Cerveza, S.A. de C.V. (now Heineken Mexico Holding, S.A. de C.V.), which we refer to as EMPREX Cerveza, to deliver at the closing of the Heineken transaction 86,028,019 newly-issued Heineken N.V. shares to FEMSA with a commitment to deliver, pursuant to the ASDI, 29,172,504 Allotted Shares over a period of not more than five years from the date of the closing of the Heineken transaction. As of October 5, 2011, we had received the totality of the Allotted Shares.

The Share Exchange Agreement provided that, simultaneously with the closing of the transaction, Heineken Holding N.V. would swap 43,018,320 Heineken N.V. shares with FEMSA for an equal number of newly issued Heineken Holding N.V. shares. After the closing of the Heineken transaction, we owned 7.5% of Heineken N.V.’s shares. This percentage increased to 12.53% upon full delivery of the Allotted Shares and, together with our ownership of 14.94% of Heineken Holding N.V.’s shares, represents an aggregate 20% economic interest in the Heineken Group.

Under the terms of the Share Exchange Agreement, in exchange for such economic interest in the Heineken Group, FEMSA delivered 100% of the shares representing the capital stock of EMPREX Cerveza, which owned 100% of the shares of FEMSA Cerveza. As a result of the transaction, EMPREX Cerveza and FEMSA Cerveza became wholly-owned subsidiaries of Heineken.

The principal provisions of the Share Exchange Agreement are as follows:

 

   

delivery to Heineken N.V., by FEMSA, of 100% of the outstanding share capital of EMPREX Cerveza, which together with its subsidiaries, constitutes the entire beer business and operations of FEMSA in Mexico and Brazil (including the United States and other export business);

 

   

delivery to FEMSA by Heineken N.V. of 86,028,019 new Heineken N.V. shares;

 

   

simultaneously with the closing of the Heineken transaction, a swap between Heineken Holding N.V. and FEMSA of 43,018,320 Heineken N.V. shares for an equal number of newly issued shares in Heineken Holding N.V.;

 

   

the commitment by Heineken N.V. to assume indebtedness of EMPREX Cerveza and subsidiaries amounting to approximately US$ 2.1 billion;

 

   

the provision by FEMSA to the Heineken Group of indemnities customary in transactions of this nature concerning FEMSA and FEMSA Cerveza and its subsidiaries and their businesses;

 

   

FEMSA’s covenants to operate the EMPREX Cerveza business in the ordinary course consistent with past practice until the closing of the transaction, subject to customary exceptions, with the economic risks and benefits of the EMPREX Cerveza business transferring to Heineken as of January 1, 2010;

 

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the provision by Heineken N.V. and Heineken Holding N.V. to FEMSA of indemnities customary in transactions of this nature concerning the Heineken Group; and

 

   

FEMSA’s covenants, subject to certain limitations, to not engage in the production, manufacture, packaging, distribution, marketing or sale of beer and similar beverages in Latin America, the United States, Canada and the Caribbean.

Corporate Governance Agreement

On April 30, 2010, FEMSA, CB Equity (as transferee of the Heineken N.V. & Heineken Holding N.V. Exchange Shares and Allotted Shares), Heineken N.V., Heineken Holding N.V. and L’Arche Green N.V. (as majority shareholder of Heineken Holding N.V.) entered into a corporate governance agreement, which we refer to as the Corporate Governance Agreement, which establishes the terms of the relationship between Heineken and FEMSA after the closing of the Heineken transaction.

The Corporate Governance Agreement covers, among other things, the following topics:

 

   

FEMSA’s representation on the Heineken Holding Board and the Heineken Supervisory Board and the creation of an Americas committee, also with FEMSA’s representation;

 

   

FEMSA’s representation on the selection and appointment committee and the audit committee of the Heineken Supervisory Board;

 

   

FEMSA’s commitment to not increase its holding in Heineken Holding N.V. above 20% and to not increase its holding in the Heineken Group above a maximum 20% economic interest (subject to certain exceptions); and

 

   

FEMSA’s agreement not to transfer any shares in Heineken N.V. or Heineken Holding N.V. for a five-year period, subject to certain exceptions, including among others, (i) beginning in the third anniversary, the right to sell up to 1% of all outstanding shares of each of Heineken N.V. and Heineken Holding N.V. in each calendar quarter, and (ii) beginning in the third anniversary, the right to dividend or distribute to its shareholders each of Heineken N.V. and Heineken Holding N.V. shares.

Under the Corporate Governance Agreement, FEMSA is entitled to nominate two representatives to the Heineken Supervisory Board, one of whom will be appointed as its Vice Chairman and will also serve as a representative of FEMSA on the Heineken Supervisory Board. Our nominees for appointment to the Heineken Supervisory Board were José Antonio Fernández Carbajal, our Executive Chairman of the Board, and Javier Astaburuaga Sanjines, our Vice President of Corporate Development, who were both approved by Heineken N.V.’s general meeting of shareholders. Mr. Fernández Carbajal was also approved to the Heineken Holding N.V. Board of Directors by the general meeting of shareholders of Heineken Holding N.V.

In addition, the Heineken Supervisory Board has created an Americas committee to oversee the strategic direction of the business in the American continent and assess new business opportunities in that region. The Americas committee consists of two existing members of the Heineken Supervisory Board and one FEMSA representative, who acts as the chairman. The chairman of the Americas committee is José Antonio Fernández Carbajal, our Executive Chairman of the Board.

The Corporate Governance Agreement has no fixed term, but certain provisions cease to apply if FEMSA ceases to have the right to nominate a representative to the Heineken Holding N.V. Board of Directors and the Heineken N.V. Supervisory Board. For example, in certain circumstances, FEMSA would be entitled to only one representative on the Heineken Supervisory Board, including in the event that FEMSA’s economic interest in the Heineken Group were to fall below 14%, the current FEMSA control structure were to change or FEMSA were to be subject to a change of control. In the event that FEMSA’s economic interest in Heineken falls below 7% or a beer producer acquires control of FEMSA, all of FEMSA’s corporate governance rights would end pursuant to the Corporate Governance Agreement.

 

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We file reports, including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at its public reference rooms in Washington, D.C., at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Filings we make electronically with the SEC are also available to the public over the Internet at the SEC’s website at www.sec.gov.

 

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business activities require the holding or issuing of derivative financial instruments that expose us to market risks related to changes in interest rates, foreign currency exchange rates, equity risk and commodity price risk.

Interest Rate Risk

Interest rate risk exists principally with respect to our indebtedness that bears interest at floating rates. At December 31, 2014, we had outstanding total debt of Ps. 84,488 million, of which 12.6% bore interest at variable interest rates and 87.4% bore interest at fixed interest rates. Swap contracts held by us effectively switch a portion of our variable rate indebtedness into fixed-rate indebtedness. After giving effect to these contracts, as of December 31, 2014, 73% of our total debt was fixed rate and 27% of our total debt was variable rate (the total amount of debt and of variable rate debt and fixed rate debt used in the calculation of this percentage was obtained by converting only the units of investment debt for the related cross currency swap, and it also includes the effect of related interest rate swaps). The interest rate on our variable rate debt is determined by reference to the London Interbank Offered Rate, or LIBOR, (a benchmark rate used for Eurodollar loans), the Tasa de Interés Interbancaria de Equilibrio (Equilibrium Interbank Interest Rate, or TIIE), and the Certificados de la Tesorería (Treasury Certificates, or CETES) rate. If these reference rates increase, our interest payments would consequently increase.

The table below provides information about our derivative financial instruments that are sensitive to changes in interest rates and exchange rates. The table presents notional amounts and weighted average interest rates by expected contractual maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on the reference rates on December 31, 2014, plus spreads contracted by us. Our derivative financial instruments’ current payments are denominated in U.S. dollars and Mexican pesos. All of the payments in the table are presented in Mexican pesos, our reporting currency, utilizing the December 31, 2014 exchange rate of Ps. 14.7180 per U.S. dollar.

The table below also includes the estimated fair value as of December 31, 2014 of:

 

   

short and long-term debt, based on the discounted value of contractual cash flows, in which the discount rate is estimated using rates currently offered for debt with similar terms and remaining maturities;

 

   

long-term notes payable and capital leases, based on quoted market prices; and

 

   

cross currency swaps and interest rate swaps, based on quoted market prices to terminate the contracts as of December 31, 2014.

As of December 31, 2014, the fair value represents an increase in total debt of Ps. 2,107 million more than book value.

 

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Principal by Year of Maturity

 

     At December 31, 2014      At December 31, 2013  
     2015          2016          2017          2018          2019          2020 and    
thereafter    
     Carrying    
Value    
     Fair    
Value     
     Carrying    
Value    
     Fair    
Value     
 
     (in millions of Mexican pesos, except for percentages)  

Short-term debt:

                             

Fixed rate debt:

                             

Argentine pesos:

                             

Bank loans

     301            —            —            —            —            —            301            304            495            489      

Interest rate(1)

     30.9%         —            —            —            —            —            30.9%         30.9%         25.4%         25.4%   

Variable rate debt:

                             

Brazilian reais:

                             

Bank loans

     148            —            —            —            —            —            148            148            34            34      

Interest rate(1)

     12.6%         —            —            —            —            —            12.6%         12.6%         9.7%         9.7%   

U.S. dollars:

                             
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     449            —            —            —            —            —            449            452            529            523      

Long-term debt:

                             

Fixed rate debt:

                             

U.S. dollars:

                             

Senior Notes (Coca-Cola FEMSA)

     —            —            —            14,668            —            29,225            43,893            46,924            34,272            35,327      

Interest rate(1)

     —            —            —            2.4%         —            4.5%         3.8%         3.8%         3.7%         3.7%   

Senior Notes due 2023

     —            —            —            —            —            4,308            4,308            4,117            3,736            3,486      

Interest rate(1)

     —            —            —            —            —            2.9%         2.9%         2.9%         2.9%         2.9%   

Senior Notes due 2043

     —            —            —            —            —            9,900            9,900            9,594            8,377            7,566      

Interest rate(1)

     —            —            —            —            —            4.4%         4.4%         4.4%         4.4%         4.4%   

Bank Loans

     30            —            —            —            —            —            30            30            123            125      

Interest rate(1)

     3.9%         —            —            —            —            —            3.9%         3.9%         3.8%         3.8%   

Mexican Pesos:

                             

Units of Investment (UDIs)

     —            —            3,599            —            —            —            3,599            3,599            3,630            3,630      

Interest rate(1)

     —            —            4.2%         —            —            —            4.2%         4.2%         4.2%         4.2%   

Domestic Senior Notes

     —            —            —            —            —            9,988            9,988            9,677            9,987            9,427      

Interest rate(1)

     —            —            —            —            —            6.2%         6.2%         6.2%         6.2%         6.2%   

Brazilian reais:

                             

Bank loans

     116            120            123            91            54            97            601            553            337            311      

Interest rate(1)

     4.1%         4.3%         4.5%         5.1%         5.2%         4.9%         4.6%         4.6%         3.1%         3.1%   

Finance leases

     223            192            168            88            41            50            762            642            965            817      

Interest rate(1)

     4.7%         4.6%         4.6%         4.6%         4.6%         4.6%         4.6%         4.6%         4.6%         4.6%   

Argentine Pesos:

                             

Bank Loans

     124            131            54            —            —            —            309            302            358            327      

Interest rate(1)

     24.9%         27.5%         30.2%         —            —            —            26.8%         26.8%         20.3%         20.3%   

Subtotal

     493            443            3,944            14,847            95            53,568            73,390            75,438            61,785            61,016      

Variable rate debt:

                             

U.S. Dollars:

                             

Bank Loans

     —            2,108            —            4,848            —            —            6,956            7,001            5,843            5,897      

Interest rate(1)

     —            0.9%         —            0.9%         —            —            0.9%         0.9%         0.9%         0.9%   

Mexican pesos:

                             

Domestic Senior Notes

     —            2,473            —            —            —            —            2,473            2,502            2,517            2,500      

Interest rate(1)

     —            3.4%         —            —            —            —            3.4%         3.4%         3.9%         3.9%   

Bank Loans

     —            —            —            —            —            —            —            —            4,132            4,205      

Interest rate(1)

     —            —            —            —            —            —            —            —            4.0%         4.0%   

Argentine pesos:

                             

Bank loans

     17            215            —            —            —            —            232            227            180            179      

Interest rate(1)

     24.9%         21.3%         —            —            —            —            21.5%         21.5%         25.7%         25.7      

Brazilian reais:

                             

Bank loans

     64            27            17            17            17            14            156            146            167            167      

Interest rate(1)

     12.3%         9.7%         7.6%         7.6%         7.6%         6.0%         6.7%         6.7%         11.3%         11.3%   

Finance leases

     38            25            —            —            —            —            63            63            100            100      

Interest rate(1)

     10%         10%         —            —            —            —            10%         10%         10%         10.0%   

Colombian pesos:

                             

Bank loans

     492            277            —            —            —            —            769            766            1,495            1,490      

Interest rate(1)

     5.9%         5.9%         —            —            —            —            5.9%         5.9%         5.7%         5.7%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     611            5,125            17            4,865            17            14            10,649            10,705            14,434            14,538      
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total long-term debt

     1,104            5,568            3,961            19,712            112            53,582            84,039            86,143            76,219            75,554      

 

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     At December 31, 2014      At December 31, 2013  
     2015      2016      2017      2018      2019      2020 and
thereafter
     Carrying
Value
     Fair
Value
     Carrying
Value
     Fair
Value
 
     (in millions of Mexican pesos, except for percentages)  

Derivative financial instruments:

                             

Interest rate swaps:

                             

Mexican pesos:

                             

Variable to fixed:(2)

     —            —            —            —            —            —            —            —            2,538            —      

Interest pay rate(1)

     —            —            —            —            —            —            —            —            8.6%         —      

Interest receive rate(1)

     —            —            —            —            —            —            —            —            4.0%         —      

Variable to fixed:(3)

                             2,538            —      

Interest pay rate(1)

     —            —            —            —            —            —            —            —            8.6%         —      

Interest receive rate(1)

     —            —            —            —            —            —            —            —            4.0%         —      

Cross currency swaps:

                             

Units of Investment (UDIs) to Mexican pesos and variable rate Fixed to variable

     —            —            2,500            —            —            —            2,500            —            2,500            —      

Interest pay rate(1)

     —            —            3.1%         —            —            —            3.1%         —            4.1%         —      

Interest receive rate(1)

     —            —            4.2%         —            —            —            4.2%         —            4.2%         —      

U.S. dollars to Mexican pesos Variable to fixed

     —            —            —            6,476            —            —            6,476            —            —            —      

Interest pay rate(1)

     —            —            —            3.2%         —            —            3.2%         —            —            —      

Interest receive rate(1)

     —            —            —            2.4%         —            —            2.4%         —            —            —      

Fixed to variable

     —            —            —            —            —            11,403            11,403            —            11,403            —      

Interest pay rate(1)

     —            —            —            —            —            4.6%         4.6%         —            5.1%         —      

Interest receive rate(1)

     —            —            —            —            —            4.0%         4.0%         —            4.0%         —      

Fixed to fixed

     —            —            —            —            —            1,267            1,267            —            2,575            —      

Interest pay rate(1)

     —            —            —            —            —            5.7%         5.7%         —            7.2%         —      

Interest receive rate(1)

     —            —            —            —            —            2.9%         2.9%         —            3.8%         —      

U.S. dollars to Brazilian reais Fixed to variable

     30            —            —            6,623            —            —            6,653            —            6,017            —      

Interest pay rate(1)

     13.7%         —            —            11.2%         —            —            11.3%         —            9.5%         —      

Interest receive rate(1)

     3.9%         —            —            2.7%         —            —            2.7%         —            2.7%         —      

Variable to variable

     —            —            —            20,311            —            —            20,311            —            18,046            —      

Interest pay rate(1)

     —            —            —            11.3%         —            —            11.3%         —            9.5%         —      

Interest receive rate(1)

     —            —            —            1.5%         —            —            1.5%         —            1.5%         —      

 

(1) Weighted average interest rate.

 

(2) Interest rate swaps with a notional amount of Ps. 1,500 at December 31, 2013 that receive a variable rate of 3.2% and pay a fixed rate of 5.0%; joined with a cross currency swap of the same notional amount at December 31, 2014, which covers units of investments to Mexican pesos, that receives a fixed rate of 4.2% and pays a variable rate of 3.2%.

 

(3) Interest rate swaps with a notional amount of Ps. 11,403 at December 31, 2013 that receive a variable rate of 4.6% and pay a fixed rate of 7.2%; joined with a cross currency swap of the same notional amount at December 31, 2014, which covers U.S. Dollars to Mexican pesos, that receives a fixed rate of 4.0% and pay a variable rate of 4.6%.

A hypothetical, instantaneous and unfavorable change of 100 basis points in the average interest rate applicable to variable-rate liabilities held at FEMSA as of December 31, 2014 would increase our interest expense by approximately Ps. 244 million, or 3.6%, over the 12-month period of 2015, assuming no additional debt is incurred during such period, in each case after giving effect to all of our interest and cross currency swap agreements.

 

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Foreign Currency Exchange Rate Risk

Our principal exchange rate risk involves changes in the value of the local currencies, of each country in which we operate, relative to the U.S. dollar. In 2014, the percentage of our consolidated total revenues was denominated as follows:

Total Revenues by Currency At December 31, 2014

 

Region    Currency    % of Consolidated
Total Revenues
 

Mexico and Central America(1)

   Mexican peso and others      70.5%   

Venezuela(2)

   Bolívar fuerte      3.3%   

South America

   Brazilian reais, Argentine
peso, Colombian peso
     26.1%   

 

(1) Mexican peso, Quetzal, Balboa, Colón and U.S. dollar.

 

(2) We have translated the revenues for the entire year using SICAD II exchange rate. As of December 31,2014, was 49.99 bolivars per U.S. dollar (0.29 Mexican peso per bolivar).

We estimate that a majority of our consolidated costs and expenses are denominated in Mexican pesos for Mexican subsidiaries and in the aforementioned currencies for the foreign subsidiaries, which are principally subsidiaries of Coca-Cola FEMSA. Substantially all of our costs and expenses denominated in a foreign currency, other than the functional currency of each country in which we operate, are denominated in U.S. dollars. As of December 31, 2014, after giving effect to all cross currency swaps, 42.7% of our long-term indebtedness was denominated in Mexican pesos, 22.6% was denominated in U.S. dollars, 1.0% was denominated in Colombian pesos, 1.1% was denominated in Argentine pesos and 32.7% was denominated in Brazilian reais. We also have short-term indebtedness, which consists of bank loans in Argentine pesos and Brazilian reais. Decreases in the value of the different currencies relative to the U.S. dollar will increase the cost of our foreign currency denominated operating costs and expenses, and the debt service obligations with respect to our foreign currency-denominated indebtedness. A depreciation of the Mexican peso relative to the U.S. dollar will also result in foreign exchange losses, as the Mexican peso value of our foreign currency-denominated long-term indebtedness is increased.

Our exposure to market risk associated with changes in foreign currency exchange rates relates primarily to U.S. dollar-denominated debt obligations as shown in the interest risk table above. We occasionally utilize financial derivative instruments to hedge our exposure to the U.S. dollar relative to the Mexican peso and other currencies.

As of December 31, 2014, we had forward agreements that met the hedging criteria for accounting purposes, to hedge our transactions denominated in U.S. dollars and Euros. The notional amount of these forward agreements was Ps. 5,603 million, for which we have recorded a fair value asset of Ps. 272 million. The maturity date of these forward agreements is in 2015 and 2016. The fair value of foreign currency forward contracts is estimated based on the quoted market price of each agreement at year-end assuming the same maturity dates originally contracted for. For the year ended December 31, 2014, a loss of Ps. 38 million was recorded in our consolidated results.

As of December 31, 2013, we had forward agreements that met the hedging criteria for accounting purposes, to hedge our transactions denominated in U.S. dollars and Euros. The notional amount of these forward agreements was Ps. 3,616 million, for which we have recorded a fair value liability of Ps. 16 million. The maturity date of these forward agreements is in 2014 and 2015. The fair value of foreign currency forward contracts is estimated based on the quoted market price of each agreement at year-end assuming the same maturity dates originally contracted for. For the year ended December 31, 2013, a gain of Ps. 1,710 million was recorded in our consolidated results.

As of December 31, 2012, we had forward agreements that met the hedging criteria for accounting purposes, to hedge our transactions denominated in U.S. dollars and Euros. The notional amount of these forward agreements was Ps. 2,803 million, for which we have recorded a fair value asset of Ps. 36 million. The maturity date of these forward agreements was in 2013. The fair value of foreign currency forward contracts is estimated based on the quoted market price of each agreement at year-end assuming the same maturity dates originally contracted for. For the year ended December 31, 2012, a gain of Ps. 126 million was recorded in our consolidated results.

As of December 31, 2014, we had options to purchase U.S. dollars to reduce our exposure to the risk of exchange rate fluctuations. The notional amount of these options was Ps. 402 million, for which we have recorded a net fair value asset of Ps. 56 million as part of cumulative other comprehensive income. The maturity date of these options is in 2015.

As of December 31, 2013, the Company had no outstanding options to purchase U.S. dollars.

As of December 31, 2012, we had options to purchase U.S. dollars to reduce our exposure to the risk of exchange rate fluctuations. The notional amount of these options was Ps. 982 million, for which we have recorded a net fair value asset of Ps. 47 million as part of cumulative other comprehensive income. The maturity date of these options was in 2013.

 

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The following table illustrates the effects that hypothetical fluctuations in the exchange rates of the U.S. dollar and the Euro relative to the Mexican peso, and the U.S. dollar relative to the Brazilian reais and Colombian peso, would have on our equity and profit or loss:

 

Foreign Currency Risk(1)(2)   

Change in Exchange
Rate

     Effect on Equity         Effect on Profit    
or Loss
 

2014

       

FEMSA

   +9%MXN/EUR    Ps. (278   Ps.  —     
   -9% MXN/EUR      278        —     

Coca-Cola FEMSA

   +7%MXN/USD      119        —     
   +14%BRL/USD      96        —     
   +9%COP/USD      42        —     
   +11%ARS/USD      22     
   -7%MXN/USD      (119     —     
   -14%BRL/USD      (96     —     
   -9%COP/USD      (42     —     
   -11%ARS/USD      (22  

2013

       

FEMSA

   +7%MXN/EUR    Ps. (157   Ps. —     
   -7% MXN/EUR      157        —     

Coca-Cola FEMSA

   +11%MXN/USD      67        —     
   +13%BRL/USD      86        —     
   +6%COP/USD      19        —     
   -11%MXN/USD      (67     —     
   -13%BRL/USD      (86     —     
   -6%COP/USD      (19     —     

2012

       

FEMSA

   +9%MXN/EUR/    Ps. (250   Ps. —     
   +11%MXN/USD     
   -9%MXN/EUR/      104        —     
   -11%MXN/USD     

Coca-Cola FEMSA

   -11%MXN/USD      (204     —     

 

(1) The sensitivity analysis effects include all subsidiaries of the Company.

 

(2) Includes the sensitivity analysis effects of all derivative financial instruments related to foreign exchange risk.

As of December 31, 2014, we had (i) cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 30 million that expire in 2015, for which we have recorded a net fair value asset of Ps. 6 million; (ii) cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 2,711 million that expire in 2017, for which we have recorded a net fair value asset of Ps. 1,209 million; (iii) cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 33,410 million that expire in 2018, for which we have recorded a net fair value asset of Ps. 3,002 million; (iv) cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 369 million that expire in 2019, for which we have recorded a net fair value asset of Ps. 15 million; (v) cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 12,670 million that expire in 2023, for which we have recorded a net fair value asset of Ps. 2,060 million.

As of December 31, 2013, we had (i) cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 50 million that expire in 2014, for which we have recorded a net fair value asset of Ps. 5 million; (ii) cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 83 million that expire in 2015, for which we have recorded a net fair value asset of Ps. 11 million; (iii) cross currency swaps designated as fair value hedges under contracts with an aggregate notional

 

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amount of Ps. 2,500 million that expire in 2017, for which we have recorded a net fair value asset of Ps. 1,142 million; (iv) cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 5,884 million that expire in 2018, for which we have recorded a net fair value asset of Ps. 156 million; (v) cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 11,403 million that expire in 2023, for which we have recorded a net fair value liability of Ps. 394 million. As of December 31, 2013, we had (i) cross currency swaps designated as cash flow hedges under contracts with an aggregate notional amount of Ps 1,308 million that expire in 2014, for which we have recorded a net fair value asset of Ps. 13 million; (ii) cross currency swaps designated as cash flow hedges under contracts with an aggregate notional amount of Ps 211 million that expire in 2017, for which we have recorded a net fair value asset of Ps. 38 million; (iii) cross currency swaps designated as cash flow hedges under contracts with an aggregate notional amount of Ps 18,046 million that expire in 2018, for which we have recorded a net fair value liability of Ps. 981 million; (iv) cross currency swaps designated as cash flow hedges under contracts with an aggregate notional amount of Ps 1,267 million that expire in 2023, for which we have recorded a net fair value asset of Ps. 44 million.

As of December 31, 2012, we had (i) cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 2,553 million that expire in 2014, for which we have recorded a net fair value asset of Ps. 46 million; and (ii) cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 2,711 million that expire in 2017, for which we have recorded a net fair value asset of Ps. 1,089 million. The net effect of our expired contracts for the year ended December 31, 2012, was recorded as interest expense of Ps. 44 million.

For the years ended December 31, 2014, 2013, and 2012, certain cross currency swap instruments did not meet the hedging criteria for accounting purposes; consequently, changes in the estimated fair value were recorded in the income statement. The changes in fair value of these contracts represented a gain of Ps 59 million in 2014, Ps. 33 million in 2013 and a loss of Ps. 2 million in 2012, respectively.

A hypothetical, instantaneous and unfavorable 10% devaluation of the Mexican peso relative to the U.S. dollar occurring on December 31, 2014 would have resulted in a foreign exchange loss decreasing our consolidated net income by approximately Ps. 830 million over the 12-month period of 2015, reflecting greater foreign exchange loss related to our U.S. dollar denominated indebtedness, net of a gain in the cash balances held by us in U.S. dollars and Euros.

As of April 17, 2015, the exchange rates relative to the U.S. dollar of all the countries in which we operate, as well as their devaluation/revaluation effect compared to December 31, 2014, were as follows:

 

Country

   Currency    Exchange Rate
as of April 17,
2015
    (Devaluation) /
Revaluation
 

Mexico

   Mexican peso      15.39        4.6

Brazil

   Brazilian reais      3.05        15.0

Venezuela

   Bolívar fuerte      196.66 (1)      293.4

Colombia

   Colombian peso      2,493.93        4.2

Argentina

   Argentine peso      8.87        3.7

Costa Rica

   Colón      537.38        (1.5 )% 

Guatemala

   Quetzal      7.68        1.1

Nicaragua

   Cordoba      26.98        1.4

Panama

   U.S. dollar      1.00        0.0

Euro Zone

   Euro      0.93        13.1

Peru

   Nuevo Sol      3.13        4.5

Chile

   Chilean peso      612.30        0.8

 

(1) SIMADI exchange rate as of April 17, 2015.

 

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A hypothetical, instantaneous and unfavorable 10% devaluation in the value of the currencies in each of the countries in which we operate, relative to the U.S. dollar, occurring on December 31, 2014, would produce a reduction (or gain) in stockholders’ equity as follows:

 

Country

   Currency    Reduction in
Stockholders’ Equity
 
          (in millions of Mexican pesos)  

Mexico

   Mexican peso      1,429   

Brazil

   Brazilian reais      1,826   

Venezuela

   Bolívar fuerte      276   

Colombia

   Colombian peso      960   

Costa Rica

   Colón      269   

Argentina

   Argentine peso      96   

Guatemala

   Quetzal      71   

Nicaragua

   Cordoba      61   

Panama

   U.S. dollar      246   

Peru

   Nuevo Sol      19   

Euro Zone

   Euro      7,612   

Equity Risk

As of December 31, 2014, 2013 and 2012, we did not have any equity derivative agreements, other than as described in Note 20.7 of our audited consolidated financial statements.

Commodity Price Risk

We entered into various derivative contracts to hedge the cost of certain raw materials that are exposed to variations of commodity price exchange rates. As of December 31, 2014, we had various derivative instruments contracts with maturity dates through 2017, notional amounts of Ps. 2,868 million and a fair value liability of Ps. 409 million. The results of our commodity price contracts for the years ended December 31, 2014, 2013, and 2012, were a loss of Ps. 291 million, a loss of Ps. 362 million, and a gain of Ps. 6 million, respectively, which were recorded in the results of each year.

 

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

ITEM 12A. DEBT SECURITIES

Not applicable.

 

ITEM 12B. WARRANTS AND RIGHTS

Not applicable.

 

ITEM 12C. OTHER SECURITIES

Not applicable.

 

ITEM 12D. AMERICAN DEPOSITARY SHARES

The Bank of New York Mellon serves as the depositary for our ADSs. Holders of our ADSs, evidenced by ADRs, are required to pay various fees to the depositary, and the depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid.

ADS holders are required to pay the depositary amounts in respect of expenses incurred by the depositary or its agents on behalf of ADS holders, including expenses arising from compliance with applicable law, taxes or other governmental charges, cable, telex and facsimile transmission, or the conversion of foreign currency into U.S. dollars. The depositary may decide in its sole discretion to seek payment by either billing holders or by deducting the fee from one or more cash dividends or other cash distributions.

 

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ADS holders are also required to pay additional fees for certain services provided by the depositary, as set forth in the table below.

 

Depositary service

  

Fee payable by ADS holders

Issuance and delivery of ADSs, including in connection with share distributions, stock splits

   Up to US$ 5.00 per 100 ADSs (or portion thereof)

Distribution of dividends(1)

   Up to US$ 0.02 per ADS

Withdrawal of shares underlying ADSs

   Up to US$ 5.00 per 100 ADSs (or portion thereof)

 

(1) As of the date of this annual report, holders of our ADSs were not required to pay additional fees with respect to this service.

Direct and indirect payments by the depositary

The depositary pays us an agreed amount, which includes reimbursements for certain expenses we incur in connection with the ADS program. These reimbursable expenses include legal and accounting fees, listing fees, investor relations expenses and fees payable to service providers for the distribution of material to ADS holders. For the year ended December 31, 2014, this amount was US$ 491,465.

 

ITEMS 13-14.     NOT APPLICABLE

 

ITEM 15. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

We have evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures as of December 31, 2014. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (or the Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s annual report on internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control—Integrated Framework,” as issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with international financial reporting standards. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with international financial reporting standards, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

 

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation under the 2013 framework in “Internal Controls—Integrated Framework,” as issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting was effective as of December 31, 2014.

Our management’s assessment and conclusion on the effectiveness of internal control over financial reporting as of December 31, 2014 did not identify any material changes in our internal control over financial reporting.

The effectiveness of our internal control over financial reporting as of December 31, 2014 has been audited by Mancera, S.C., a member practice of Ernst & Young Global, an independent registered public accounting firm, as stated in its report included herein.

(c) Attestation Report of the Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL

CONTROL OVER FINANCIAL REPORTING

The Board of Directors and Shareholders of

Fomento Económico Mexicano, S.A.B. de C.V.:

We have audited Fomento Económico Mexicano, S.A.B. de C.V. and subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the 2013 Framework) (the COSO criteria). Fomento Económico Mexicano, S.A.B. de C.V. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards, as issued by the International Accounting Standard Board. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standard Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Fomento Económico Mexicano, S.A.B. de C.V. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of Fomento Económico Mexicano, S.A.B. de C.V. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of the three years in the period ended December 31, 2014 and our report dated April 21, 2015 expressed an unqualified opinion thereon.

Mancera, S.C.

A member practice of

Ernst & Young Global Limited

/s/ Agustín Aguilar Laurents      

Monterrey, Mexico

April 21, 2015

(d) Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our shareholders and our board of directors have designated José Manuel Canal Hernando, an independent director under the Mexican Securities Law and applicable U.S. Securities Laws and NYSE listing standards, as an “audit committee financial expert” within the meaning of this Item 16A. See “Item 6. Directors, Senior Management and Employees—Directors.”

 

ITEM 16B. CODE OF ETHICS

We have adopted a code of ethics, within the meaning of this Item 16B of Form 20-F. Our code of ethics applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions as well as to our directors and other officers and employees. Our code of ethics is available on our website at www.femsa.com. If we amend the provisions of our code of ethics that apply to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.

 

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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and Non-Audit Fees

For the fiscal years ended December 31, 2014, 2013 and 2012, Mancera, S.C., a member practice of Ernst & Young Global Limited, was our auditor.

The following table summarizes the aggregate fees billed to us in 2014, 2013 and 2012 by Mancera, S.C., which is an independent registered public accounting firm, during the fiscal years ended December 31, 2014, 2013 and 2012:

 

     Year ended December 31,  
     2014      2013      2012  
     (in millions of Mexican pesos)  

Audit fees

     Ps. 101         Ps. 101         Ps. 88   

Audit-related fees

     3         10         5   

Tax fees

     15         12         9   

Other fees

     5         6         5   

Total

     Ps. 124         Ps. 129         Ps. 107   

Audit fees. Audit fees in the above table represent the aggregate fees billed in connection with the audit of our annual financial statements, as well as to other limited procedures in connection with our quarterly financial information and other statutory and regulatory audit activities.

Audit-related fees. Audit-related fees in the above table are the aggregate fees billed for assurance and other services related to the performance of the audit, mainly in connection with bond issuance processes and other special audits and reviews.

Tax fees. Tax fees in the above table are fees billed for services based upon existing facts and prior transactions in order to document, compute, and obtain government approval for amounts included in tax filings such as value-added tax return assistance and transfer pricing documentation.

Other fees. Other fees in the above table include mainly fees billed for due diligence services.

Audit Committee Pre-Approval Policies and Procedures

We have adopted pre-approval policies and procedures under which all audit and non-audit services provided by our external auditors must be pre-approved by the audit committee as set forth in the Audit Committee’s charter. Any service proposals submitted by external auditors need to be discussed and approved by the Audit Committee during its meetings, which take place at least four times a year. Once the proposed service is approved, we or our subsidiaries formalize the engagement of services. The approval of any audit and non-audit services to be provided by our external auditors is specified in the minutes of our Audit Committee. In addition, the members of our board of directors are briefed on matters discussed by the different committees of our board of directors.

 

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ITEM 16D. NOT APPLICABLE

 

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We did not purchase any of our equity securities in 2014. The following table presents purchases by trusts that we administer in connection with our stock incentive plans, which purchases may be deemed to be purchases by an affiliated purchaser of us. See “Item 6. Directors, Senior Management and Employees—EVA Stock Incentive Plan.”

Purchases of Equity Securities

 

Period

   Total
Number of
BD Units
Purchased
     Average
Price
Paid per
BD Units
     Total Number of
Shares (or Units)
Purchased as
Part of  Publicly
Announced Plans
or Programs
     Maximum Number (or
Appropriate U.S.
dollar Value) of Shares
(or  Units) that May Yet
Be Purchased Under
the Plans or Programs
 

April 2014

     517,855         Ps. 111.99         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

ITEM 16F. NOT APPLICABLE

 

ITEM 16G. CORPORATE GOVERNANCE

Pursuant to Rule 303A.11 of the Listed Company Manual of the NYSE, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NYSE listing standards. We are a Mexican corporation with shares listed on the Mexican Stock Exchange. Our corporate governance practices are governed by our bylaws, the Mexican Securities Law and the regulations issued by the CNBV. We also disclose the extent of compliance with the Código de Mejores Prácticas Corporativas (Mexican Code of Best Corporate Practices), which was created by a group of Mexican business leaders and was endorsed by the CNBV.

 

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The table below discloses the significant differences between our corporate governance practices and the NYSE standards.

 

NYSE Standards

  

Our Corporate Governance Practices

Directors independence: A majority of the board of directors must be independent.   

Directors independence: Pursuant to the Mexican Securities Law, we are required to have a board of directors with a maximum of 21 members, 25% of whom must be independent.

 

The Mexican Securities Law sets forth, in article 26, the definition of “independence,” which differs from the one set forth in Section 303A.02 of the Listed Company Manual of the NYSE. Generally, under the Mexican Securities Law, a director is not independent if such director: (i) is an employee or a relevant officer of the company or its subsidiaries; (ii) is an individual with significant influence over the company or its subsidiaries; (iii) is a shareholder or participant of the controlling group of the company; (iv) is a client, supplier, debtor, creditor, partner or employee of an important client, supplier, debtor or creditor of the company; or (v) is a family member of any of the aforementioned persons.

 

In accordance with the Mexican Securities Law, our shareholders are required to make a determination as to the independence of our directors at an ordinary meeting of our shareholders, though the CNBV may challenge that determination. Our board of directors is not required to make a determination as to the independence of our directors.

Executive sessions: Non-management directors must meet at regularly scheduled executive sessions without management.   

Executive sessions: Under our bylaws and applicable Mexican law, our non-management and independent directors are not required to meet in executive sessions.

 

Our bylaws state that the board of directors will meet at least four times a year, following the end of each quarter, to discuss our operating results and progress in achieving strategic objectives. Our board of directors can also hold extraordinary meetings.

Nominating/Corporate Governance Committee: A nominating/corporate governance committee composed entirely of independent directors is required.   

Nominating/Corporate Governance Committee: We are not required to have a nominating committee, and the Mexican Code of Best Corporate Practices does not provide for a nominating committee.

 

However, Mexican law requires us to have a Corporate Practices Committee. Our Corporate Practices Committee is composed of three members, and as required by the Mexican Securities Law and our bylaws, the three members are independent, and its chairman is elected at the shareholders’ meeting.

Compensation Committee: A compensation committee composed entirely independent directors is required.    Compensation Committee: We do not have a committee that exclusively oversees compensation issues. Our Corporate Practices Committee, composed entirely of independent directors, reviews and recommends management compensation programs in order to ensure that they are aligned with shareholders’ interests and corporate performance.

 

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NYSE Standards

  

Our Corporate Governance Practices

Audit Committee: Listed companies must have an audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the NYSE independence standards.    Audit Committee: We have an Audit Committee of four members, as required by the Mexican Securities Law. Each member of the Audit Committee is an independent director, and its chairman is elected at the shareholders’ meeting.
Equity compensation plan: Equity compensation plans require shareholder approval, subject to limited exemptions.    Equity compensation plan: Shareholder approval is not required under Mexican law or our bylaws for the adoption and amendment of an equity compensation plan. Such plans should provide for general application to all executives. Our current equity compensation plans have been approved by our board of directors.
Code of business conduct and ethics: Corporate governance guidelines and a code of conduct and ethics are required, with disclosure of any waiver for directors or executive officers.    Code of business conduct and ethics: We have adopted a code of ethics, within the meaning of Item 16B of SEC Form 20-F. Our code of ethics applies to our Chief Executive Officer, Chief Financial Officer and persons performing similar functions as well as to our directors and other officers and employees. Our code of ethics is available on our website at www.femsa.com. If we amend the provisions of our code of ethics that apply to our Chief Executive Officer, Chief Financial Officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.

 

ITEM 16H. NOT APPLICABLE

 

ITEM 17. NOT APPLICABLE

 

ITEM 18. FINANCIAL STATEMENTS

See pages F-1 through F-174, incorporated herein by reference.

 

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ITEM 19. EXHIBITS

 

1.1    Bylaws (estatutos sociales) of Fomento Económico Mexicano, S.A.B. de C.V., approved on April 22, 2008, together with an English translation thereof (incorporated by reference to Exhibit 1.1 of FEMSA’s Annual Report on Form 20-F filed on June 30, 2008 (File No. 333-08752)).
1.2    Share Exchange Agreement by and between Heineken Holding N.V., Heineken N.V., Compañía Internacional de Bebidas, S.A. de C.V., Emprex and FEMSA dated as of January 11, 2010 (incorporated by reference to Exhibit 1.2 of FEMSA’s Annual Report on Form 20-F filed on June 25, 2010 (File No. 333-08752)).
1.3    First Amendment to Share Exchange Agreement by and between Heineken Holding N.V., Heineken N.V., Compañía Internacional de Bebidas, S.A. de C.V., Emprex and FEMSA dated as of April 26, 2010 (incorporated by reference to Exhibit 1.3 of FEMSA’s Annual Report on Form 20-F filed on June 25, 2010 (File No. 333-08752)).
1.4    Corporate Governance Agreement, dated April 30, 2010, between Heineken Holding N.V., Heineken N.V., L’Arche Green N.V., FEMSA and CB Equity. (incorporated by reference to Exhibit 1.4 of FEMSA’s Annual Report on Form 20-F filed on April 27, 2012 (File No. 333-08752)).
2.1    Deposit Agreement, as further amended and restated as of May 11, 2007, among FEMSA, The Bank of New York Mellon (formerly The Bank of New York), and all owners and holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to FEMSA’s registration statement on Form F-6 filed on April 30, 2007 (File No. 333-142469)).
2.2    Specimen certificate representing a BD Unit, consisting of one Series B Share, two Series D-B Shares and two Series D-L Shares, together with an English translation (incorporated by reference to FEMSA’s registration statement on Form F-4 filed on April 9, 1998 (File No. 333-8618)).
2.3    Indenture dated as of February 5, 2010 among Coca-Cola FEMSA and The Bank of New York Mellon (incorporated by reference to Exhibit 2.2 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 10, 2010 (File No. 1-12260)).
2.4    First Supplemental Indenture dated as of February 5, 2010 among Coca-Cola FEMSA and The Bank of New York Mellon and the Bank of New York Mellon (Luxembourg) S.A. (incorporated by reference to Exhibit 2.3 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 10, 2010 (File No. 1-12260)).
2.5    Second Supplemental Indenture dated as of April 1, 2011 among Coca-Cola FEMSA, Propimex, S. de R.L. de C.V. (formerly Propimex, S.A. de C.V.), as Guarantor, and The Bank of New York Mellon (incorporated by reference to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 17, 2011 (File No. 001-12260)).
2.6    Indenture dated as of April 8, 2013 between FEMSA, as Issuer, and The Bank of New York Mellon, as Trustee, Security Registrar, Paying Agent, and Transfer Agent (incorporated by reference to Exhibit 4.1 of FEMSA’s registration statement on Form F-3 filed on April 9, 2013 (File No. 333-187806)).
2.7    First Supplemental Indenture, dated as of May 10, 2013, between FEMSA, as Issuer, and The Bank of New York Mellon, as Trustee, Security Registrar, Paying Agent and Transfer Agent, and The Bank of New York Mellon SA/NV, Dublin Branch, as Irish Paying Agent, including the form of global note therein (incorporated by reference to Exhibit 1.4 of FEMSA’s registration statement on Form 8-A filed on May 17, 2013 (File No. 001-35934)).
2.8    Third Supplemental Indenture dated as of September 6, 2013 among Coca-Cola FEMSA, as issuer, Propimex, S. de R.L. de C.V. (formerly Propimex, S.A. de C.V.), as existing guarantor, Comercializadora La Pureza de Bebidas, S. de R.L. de C.V., Grupo Embotellador Cimsa, S. de R.L. de C.V., Refrescos Victoria del Centro, S. de R.L. de C.V., Servicios Integrados Inmuebles del Golfo, S. de R.L. de C.V. and Yoli de Acapulco, S.A. de C.V., as additional guarantors, and The Bank of New York Mellon, as trustee, security registrar, paying agent and transfer agent (incorporated by reference to Exhibit 4.7 to Coca-Cola FEMSA’s Registration Statement on Form F-3 filed on November 8, 2013 (File No.333-187275)).

 

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2.9    Fourth Supplemental Indenture dated as of October 18, 2013 among Coca-Cola FEMSA, as issuer, Propimex, S. de R.L. de C.V., Comercializadora La Pureza de Bebidas, S. de R.L. de C.V., Grupo Embotellador Cimsa, S. de R.L. de C.V., Refrescos Victoria del Centro, S. de R.L. de C.V., Servicios Integrados Inmuebles del Golfo, S. de R.L. de C.V. and Yoli de Acapulco, S.A. de C.V., as existing guarantors, Controladora Interamericana de Bebidas, S. de R.L. de C.V., as additional guarantor, and The Bank of New York Mellon, as trustee, security registrar, paying agent and transfer agent (incorporated by reference to Exhibit 4.8 to Coca-Cola FEMSA’s Registration Statement on Form F-3 filed on November 8, 2013 (File No. 333-187275)).
2.10    Fifth Supplemental Indenture dated as of November 26, 2013 among Coca-Cola FEMSA, as issuer, Propimex, S. de R.L. de C.V., Comercializadora La Pureza de Bebidas, S. de R.L. de C.V., Grupo Embotellador Cimsa, S. de R.L. de C.V., Refrescos Victoria del Centro, S. de R.L. de C.V., Servicios Integrados Inmuebles del Golfo, S. de R.L. de C.V., Yoli de Acapulco, S.A. de C.V. and Controladora Interamericana de Bebidas, S. de R.L. de C.V., as guarantors, and The Bank of New York Mellon, as trustee, security registrar, paying agent and transfer agent (incorporated by reference to Exhibit 4.1 to Coca-Cola FEMSA’s Form 6-K filed on December 5, 2013 (File No.1-2260)).
2.11    Sixth Supplemental Indenture dated as of January 21, 2014 among Coca-Cola FEMSA, as issuer, Propimex, S. de R.L. de C.V., Comercializadora La Pureza de Bebidas, S. de R.L. de C.V., Grupo Embotellador Cimsa, S. de R.L. de C.V., Refrescos Victoria del Centro, S. de R.L. de C.V., Servicios Integrados Inmuebles del Golfo, S. de R.L. de C.V., Yoli de Acapulco, S.A. de C.V. and Controladora Interamericana de Bebidas, S. de R.L. de C.V., as guarantors, and The Bank of New York Mellon, as trustee, security registrar, paying agent and transfer agent (incorporated by reference to Exhibit 4.1 to Coca-Cola FEMSA’s Form 6-K filed on January 27, 2014 (File No.1-2260)).
3.1    Amended Voting Trust Agreement among certain principal shareholders of FEMSA together with an English translation (incorporated by reference to FEMSA’s Schedule 13D as amended filed on August 11, 2005 (File No. 005-54705)).
4.1    Amended and Restated Shareholders’ Agreement, dated as of July 6, 2002, by and among CIBSA, Emprex, The Coca-Cola Company and Inmex (incorporated by reference to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 27, 2003 (File No. 1-12260)).
4.2    Amendment, dated May 6, 2003, to the Amended and Restated Shareholders’ Agreement dated July 6, 2002, among CIBSA, Emprex, The Coca-Cola Company, Inmex, Atlantic Industries, Dulux CBAI 2003 B.V. and Dulux CBEXINMX 2003 B.V. (incorporated by reference to Exhibit 4.14 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 27, 2003 (File No. 1-12260)).
4.3    Second Amendment, dated February 1, 2010, to the Amended and Restated Shareholders’ Agreement dated July 6, 2002, among CIBSA, Emprex, The Coca-Cola Company, Inmex and Dulux CBAI 2003 B.V. (incorporated by reference to Exhibit 4.3 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 10, 2010 (File No. 1-12260)).
4.4    Amended and Restated Bottler Agreement, dated June 21, 2003, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in the southeast of Mexico (incorporated by reference to Exhibit 4.3 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).
4.5    Supplemental Agreement, dated June 21, 1993, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in the southeast of Mexico (with English translation) (incorporated by reference to Exhibit 10.3 to Coca-Cola FEMSA’s Registration Statement on Form F-1 filed on August 13, 1993 (File No. 333-67380)).
4.6    Amended and Restated Bottler Agreement, dated June 21, 2003, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in the southeast of Mexico (incorporated by reference to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).

 

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4.7    Supplemental Agreement, dated June 21, 1993, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in the southeast of Mexico (with English translation) (incorporated by reference to Exhibit 10.4 to Coca-Cola FEMSA’s Registration Statement on Form F-1 filed on August 13, 1993 (File No. 333-67380)).
4.8    Amendments, dated May 17 and July 20, 1995, to Bottler Agreement and Letter of Agreement, dated August 22, 1994, each with respect to operations in Argentina between Coca-Cola FEMSA and The Coca-Cola Company (with English translation) (incorporated by reference to Exhibit 10.3 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 28, 1996 (File No. 1-12260)).
4.9    Bottler Agreement, dated December 1, 1995, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in SIRSA (with English translation) (incorporated by reference to Exhibit 10.4 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 28, 1996 (File No. 1-12260)).
4.10    Supplemental Agreement, dated December 1, 1995, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in SIRSA (with English translation) (incorporated by reference to Exhibit 10.6 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 28, 1996 (File No. 1-12260)).
4.11    Amendment, dated February 1, 1996, to Bottler Agreement between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in SIRSA, dated December 1, 1995 (with English translation) (incorporated by reference to Exhibit 10.5 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 28, 1996 (File No. 1-12260)).
4.12    Amendment, dated May 22, 1998, to Bottler Agreement with respect to the former SIRSA territory, dated December 1, 1995, between Coca-Cola FEMSA and The Coca-Cola Company (with English translation) (incorporated by reference to Exhibit 4.12 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 20, 2001 (File No. 1-12260)).
4.13    Supply Agreement, dated June 21, 1993, between Coca-Cola FEMSA and FEMSA Empaques (incorporated by reference to FEMSA’s registration statement on Form F-4 filed on April 9, 1998 (File No. 333-8618)).
4.14    Bottler Agreement and Side Letter dated June 1, 2005, between Panamco Golfo, S.A. de C.V. and The Coca-Cola Company with respect to operations in Golfo, Mexico (English translation) (incorporated by reference to Exhibit 4.7 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on April 18, 2006 (File No. 1-12260)).
4.15    Bottler Agreement and Side Letter dated June 1, 2005, between Panamco Baijo, S.A. de C.V., and The Coca-Cola Company with respect to operations in Baijo, Mexico (English translation). (incorporated by reference to Exhibit 4.8 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on April 18, 2006 (File No. 1-12260)).
4.16    Coca-Cola Tradename License Agreement dated June 21, 1993, between Coca-Cola FEMSA and The Coca-Cola Company (with English translation) (incorporated by reference to FEMSA’s Registration Statement on Form F-4 filed on April 9, 1998 (File No. 333-8618)).
4.17    Amendment to the Trademark License Agreement, dated December 1, 2002, entered by and among Administración de Marcas, S.A. de C.V., as proprietor, and The Coca-Cola Export Corporation Mexico branch, as licensee (incorporated by reference to Panamco’s Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-2290)).
4.18    Trademark Sub-License Agreement, dated January 4, 2003, entered by and among Panamco Golfo, S.A. de C.V., as licensor, and The Coca-Cola Company, as licensee (incorporated by reference to Panamco’s Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-12290)).
4.19    Trademark Sub-License Agreement, dated January 4, 2003, entered by and among Panamco Bajio, S.A. de C.V., as licensor, and The Coca-Cola Company, as licensee (incorporated by reference to Panamco’s Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-12290)).

 

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4.20    Supply Agreement dated April 3, 1998, between ALPLA Fábrica de Plásticos, S.A. de C.V. and Industria Embotelladora de México, S.A. de C.V. (with English translation) (incorporated by reference to Exhibit 4.18 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on July 1, 2002 (File No. 1-12260)).
4.21    Services Agreement, dated November 7, 2000, between Coca-Cola FEMSA and FEMSA Logística (with English translation) (incorporated by reference to Exhibit 4.15 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 20, 2001 (File No. 1-12260)).
4.22    Promotion and Non-Compete Agreement, dated March 11, 2003, entered by and among The Coca-Cola Export Corporation Mexico branch and Panamco Bajio, S.A. de C.V. (with English translation) (incorporated by reference to Panamco’s Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-12290)).
4.23    Promotion and Non-Compete Agreement, dated March 11, 2003, entered by and among The Coca-Cola Export Corporation Mexico branch and Panamco Golfo, S.A. de C.V. (with English translation) (incorporated by reference to Panamco’s Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-12290)).
4.24    Memorandum of Understanding, dated as of March 11, 2003, by and among Panamco, as seller, and The Coca-Cola Company, as buyer (incorporated by reference to Panamco’s Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-12290)).
4.25    Bottler Agreement, dated August 22, 1994, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in Argentina (with English translation) (incorporated by reference to Exhibit 10.1 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 30, 1995 (File No. 1-12260)).
4.26    Supplemental Agreement, dated August 22, 1994, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in Argentina (with English translation) (incorporated by reference to Exhibit 10.2 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on June 30, 1995 (File No. 1-12260)).
4.27    The Coca-Cola Company Memorandum to Steve Heyer from Jose Antonio Fernández, dated December 22, 2002 (incorporated by reference to Exhibit 10.1 to FEMSA’s Registration Statement on Amendment No. 1 to the Form F-3 filed on September 20, 2004 (File No. 333-117795)).
4.28    Shareholders Agreement dated as of January 25, 2013, by and among CCFPI, Coca-Cola South Asia Holdings, Inc., Coca-Cola Holdings (Overseas) Limited and Controladora de Inversiones en Bebidas Refrescantes, S.L. (incorporated by reference to Exhibit 4.27 to Coca-Cola FEMSA’s Annual Report on Form 20-F filed on March 15, 2013 (File No. 1-12260)).
8.1    Significant Subsidiaries.
12.1    CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 21, 2015.
12.2    CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 21, 2015.
13.1    Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 21, 2015.
23.1    Consent of Mancera, S.C.
23.2    Consent of KPMG Accountants N.V.

 

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SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Date: April 21, 2015

 

Fomento Económico Mexicano, S.A.B. de C.V.
By:   /s/ Daniel Alberto Rodríguez Cofré
 

Daniel Alberto Rodríguez Cofré

Chief Financial and Corporate Officer

 

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FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES

MONTERREY, N.L., MÉXICO

INDEX TO FINANCIAL STATEMENTS

 

Audited consolidated financial statements of Fomento Económico Mexicano, S.A.B. de C.V.

  

Report of Mancera S.C., A Member Practice of Ernst & Young Global

     F-1   

Consolidated statements of financial position as of December 31, 2014 and 2013

     F-2   

Consolidated income statements for the years ended December 31, 2014, 2013 and 2012

     F-3   

Consolidated statements of comprehensive income for the years ended December  31, 2014, 2013 and 2012

     F-4   

Consolidated statements of changes in equity for the years ended December 31, 2014, 2013 and 2012

     F-5   

Consolidated statements of cash flows for the years ended December 31, 2014, 2013 and 2012

     F-6   

Notes to the audited consolidated financial statements

     F-7   

Audited consolidated financial statements of Heineken N.V.

  

Report of KPMG Accountants N.V.

     F-105   

Consolidated income statements for the years ended December 31, 2014, 2013 and 2012

     F-106   

Consolidated statements of comprehensive income for the years ended December  31, 2014, 2013 and 2012

     F-107   

Consolidated statements of financial position as of December 31, 2014 and 2013

     F-108   

Consolidated statements of cash flows for the years ended December 31, 2014, 2013 and 2012

     F-109   

Consolidated statements of changes in equity for the years ended December 31, 2014, 2013 and 2012

     F-110   

Notes to the audited consolidated financial statements

     F-113   


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

Fomento Económico Mexicano, S.A.B. de C.V.

We have audited the accompanying consolidated statements of financial position of Fomento Económico Mexicano, S.A.B. de C.V. and its subsidiaries as of December 31, 2014 and 2013, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of the three years in the period ended December 31, 2014. 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 did not audit the consolidated financial statements of Heineken N.V. (a corporation in which the Company has a 12.53% interest) which is majority owned by Heineken Holding N.V. (a corporation in which the Company has a 14.94% interest) (collectively “Heineken”). In the consolidated financial statements, the Company’s investment in Heineken is stated at Ps. 83,710 and Ps. 80,351 million at December 31, 2014 and 2013, respectively, and the Company’s equity in the net income of Heineken is stated at Ps. 5,244, Ps. 4,587 and Ps. 8,311 million for the three years in the period ended December 31, 2014. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Heineken, is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 and the report of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Fomento Económico Mexicano, S.A.B. de C.V. and its subsidiaries as of December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Fomento Económico Mexicano, S.A.B. de C.V. and its subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated April 21, 2015 expressed an unqualified opinion thereon.

Mancera, S.C.

A member practice of

Ernst & Young Global Limited

/s/ Agustin Aguilar Laurents      

Monterrey, N.L., Mexico

April 21, 2015

 

F-1


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FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES

MONTERREY, N.L., MEXICO

Consolidated Statements of Financial Position

As of December 31, 2014 and 2013.

Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.)

 

     Note      December
2014  (*)
    December
2014
    December 2013  

ASSETS

         

Current Assets:

         

Cash and cash equivalents

     5       $ 2,407        Ps.   35,497        Ps.   27,259   

Investments

     6         10        144        126   

Accounts receivable, net

     7         939        13,842        12,798   

Inventories

     8         1,167        17,214        18,289   

Recoverable taxes

        544        8,030        9,141   

Other current financial assets

     9         176        2,597        3,977   

Other current assets

     9         121        1,788        1,979   
     

 

 

   

 

 

   

 

 

 

Total current assets

        5,364        79,112        73,569   
     

 

 

   

 

 

   

 

 

 

Investments in associates and joint ventures

     10         6,926        102,159        98,330   

Property, plant and equipment, net

     11         5,127        75,629        73,955   

Intangible assets, net

     12         6,883        101,527        103,293   

Deferred tax assets

     24         426        6,278        3,792   

Other financial assets

     13         444        6,551        2,753   

Other assets, net

     13         333        4,917        3,500   
     

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

      $ 25,503        Ps. 376,173        Ps. 359,192   
     

 

 

   

 

 

   

 

 

 

LIABILITIES AND EQUITY

         

Current Liabilities:

         

Bank loans and notes payable

     18       $ 30        Ps. 449        Ps. 529   

Current portion of long-term debt

     18         75        1,104        3,298   

Interest payable

        33        482        409   

Suppliers

        1,794        26,467        26,632   

Accounts payable

        527        7,778        6,911   

Taxes payable

        554        8,177        6,745   

Other current financial liabilities

     25         330        4,862        4,345   
     

 

 

   

 

 

   

 

 

 

Total current liabilities

        3,343        49,319        48,869   
     

 

 

   

 

 

   

 

 

 

Long-Term Liabilities:

         

Bank loans and notes payable

     18         5,623        82,935        72,921   

Post-employment and other long-term employee benefits

     16         285        4,207        4,074   

Deferred tax liabilities

     24         247        3,643        2,993   

Other financial liabilities

     25         22        328        1,668   

Provisions and other long-term liabilities

     25         382        5,619        6,117   
     

 

 

   

 

 

   

 

 

 

Total long-term liabilities

        6,559        96,732        87,773   
     

 

 

   

 

 

   

 

 

 

Total liabilities

        9,902        146,051        136,642   
     

 

 

   

 

 

   

 

 

 

Equity:

         

Controlling interest:

         

Capital stock

        227        3,347        3,346   

Additional paid-in capital

        1,739        25,649        25,433   

Retained earnings

        9,974        147,122        130,840   

Cumulative other comprehensive (loss) income

        (383     (5,645     (227
     

 

 

   

 

 

   

 

 

 

Total controlling interest

        11,557        170,473        159,392   
     

 

 

   

 

 

   

 

 

 

Non-controlling interest in consolidated subsidiaries

     21         4,044        59,649        63,158   
     

 

 

   

 

 

   

 

 

 

Total equity

        15,601        230,122        222,550   
     

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

      $ 25,503        Ps. 376,173        Ps. 359,192   
     

 

 

   

 

 

   

 

 

 

 

(*) Convenience translation to U.S. dollars ($) – See Note 2.2.3

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

 

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FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES

MONTERREY, N.L., MEXICO

Consolidated Income Statements

For the years ended December 31, 2014, 2013 and 2012.

Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.), except per share amounts.

 

     Note      2014 (*)     2014     2013     2012  

Net sales

      $ 17,816      Ps.    262,779      Ps.    256,804      Ps.    236,922   

Other operating revenues

        45        670        1,293        1,387   
     

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

        17,861        263,449        258,097        238,309   

Cost of goods sold

        10,392        153,278        148,443        137,009   
     

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

        7,469        110,171        109,654        101,300   
     

 

 

   

 

 

   

 

 

   

 

 

 

Administrative expenses

        694        10,244        9,963        9,552   

Selling expenses

        4,679        69,016        69,574        62,086   

Other income

     19         74        1,098        651        1,745   

Other expenses

     19         (86     (1,277     (1,439     (1,973

Interest expense

     18         (454     (6,701     (4,331     (2,506

Interest income

        58        862        1,225        783   

Foreign exchange loss, net

        (61     (903     (724     (176

Monetary position loss, net

        (22     (319     (427     (13

Market value gain on financial instruments

        5        73        8        8   
     

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method

        1,610        23,744        25,080        27,530   

Income taxes

     24         424        6,253        7,756        7,949   

Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes

     10         348        5,139        4,831        8,470   
     

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated net income

      $ 1,534      Ps. 22,630      Ps. 22,155      Ps. 28,051   
     

 

 

   

 

 

   

 

 

   

 

 

 

Attributable to:

           

Controlling interest

        1,132        16,701        15,922        20,707   

Non-controlling interest

        402        5,929        6,233        7,344   
     

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated net income

      $ 1,534      Ps. 22,630      Ps. 22,155      Ps. 28,051   
     

 

 

   

 

 

   

 

 

   

 

 

 

Basic net controlling interest income:

           

Per series “B” share

     23       $ 0.06      Ps. 0.83      Ps. 0.79      Ps. 1.03   

Per series “D” share

     23         0.07        1.04        1.00        1.30   

Diluted net controlling interest income:

           

Per series “B” share

     23         0.06        0.83        0.79        1.03   

Per series “D” share

     23         0.07        1.04        0.99        1.29   
     

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) Convenience translation to U.S. dollars ($) – See Note 2.2.3

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

 

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FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES

MONTERREY, N.L., MEXICO

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2014, 2013 and 2012.

Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.)

 

     Note      2014 (*)     2014     2013     2012  

Consolidated net income

      $ 1,534          Ps.   22,630          Ps.   22,155          Ps.   28,051   

Other comprehensive income:

           

Items that may be reclassified to consolidated net income, net of tax:

           

Unrealized loss on available for sale securities

     6         —          —          (2     (2

Valuation of the effective portion of derivative financial instruments

        33        493        (246     (243

Exchange differences on the translation of foreign operations and associates

        (831     (12,256     1,151        (5,250

Share of other comprehensive income of associates and joint ventures

     10         30        441        (2,629     (781
     

 

 

   

 

 

   

 

 

   

 

 

 

Total items that may be reclassified

        (768     (11,322     (1,726     (6,276
     

 

 

   

 

 

   

 

 

   

 

 

 

Items that will not to be reclassified to consolidated net income in subsequent periods, net of tax:

           

Remeasurements of the net defined benefit liability

     16         (24     (361     (112     (279
     

 

 

   

 

 

   

 

 

   

 

 

 

Total items that will not be reclassified

        (24     (361     (112     (279
     

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive loss, net of tax

        (792     (11,683     (1,838     (6,555
     

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated comprehensive income, net of tax

      $ 742          Ps. 10,947          Ps. 20,317          Ps. 21,496   
     

 

 

   

 

 

   

 

 

   

 

 

 

Controlling interest comprehensive income

        765        11,283        15,030        15,638   

Reattribution to non-controlling interest of other comprehensive income by acquisition of Grupo YOLI

        —          —          (36     —     

Reattribution to non-controlling interest of other comprehensive income by acquisition of FOQUE

        —          —          —          29   
     

 

 

   

 

 

   

 

 

   

 

 

 

Controlling interest, net of reattribution

      $ 765          Ps. 11,283          Ps. 14,994          Ps. 15,667   
     

 

 

   

 

 

   

 

 

   

 

 

 

Non-controlling interest comprehensive income

        (23     (336     5,287        5,858   

Reattribution from controlling interest of other comprehensive income by acquisition of Grupo YOLI

        —          —          36        —     

Reattribution from controlling interest of other comprehensive income by acquisition of FOQUE

        —          —          —          (29
     

 

 

   

 

 

   

 

 

   

 

 

 

Non-controlling interest, net of reatribution

      $ (23       Ps.    (336     Ps.   5,323        Ps.   5,829   
     

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated comprehensive income, net of tax

      $ 742        Ps. 10,947        Ps. 20,317        Ps. 21,496   
     

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) Convenience translation to U.S. dollars ($) – See Note 2.2.3

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

 

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Table of Contents

FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES

MONTERREY, N.L., MEXICO

Consolidated Statements of Changes in Equity

For the years ended December 31, 2014, 2013 and 2012.

Amounts expressed in millions of Mexican pesos (Ps.)

 

    Capital
Stock
    Additional
Paid-in
Capital
    Retained
Earnings
    Unrealized
Gain
(Loss) on
Available
for sale
Securities
    Valuation of
the Effective
Portion  of
Derivative
Financial
Instrument
    Exchange
Differences
on the
Translation
of  Foreign
Operations
and
Associates
    Remeasurements
of the Net
Defined
Benefit Liability
    Total
Controlling
Interest
    Non-Controlling
Interest
    Total Equity  

Balances at January 1, 2012

    Ps. 3,345        Ps. 20,656        Ps. 114,487        Ps. 4        Ps. 365        Ps. 5,717        Ps. (352)        Ps. 144,222        Ps. 47,949        Ps. 192,171   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

        20,707                20,707        7,344        28,051   

Other comprehensive income, net of tax

          (2     (17     (3,725     (1,296     (5,040     (1,515     (6,555
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

        20,707        (2     (17     (3,725     (1,296     15,667        5,829        21,496   

Dividends declared

        (6,200             (6,200     (2,986     (9,186

Issuance (repurchase) of shares associated with share-based payment plans

    1        (50               (49     (12     (61

Acquisition of Grupo Fomento Queretano through issuance of Coca-Cola FEMSA shares (see Note 4)

      2,134            1        (31     1        2,105        4,172        6,277   

Other transactions of non-controlling interest

                  —          (50     (50

Other movements of equity method of associates, net of taxes

        (486             (486     —          (486
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at December 31, 2012

    3,346        22,740        128,508        2        349        1,961        (1,647     155,259        54,902        210,161   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

        15,922                15,922        6,233        22,155   

Other comprehensive income, net of tax

          (2     (170     (1,214     458        (928     (910     (1,838
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

        15,922        (2     (170     (1,214     458        14,994        5,323        20,317   

Dividends declared

        (13,368             (13,368     (3,125     (16,493

Issuance (repurchase) of shares associated with share-based payment plans

      (172               (172     (7     (179

Acquisition of Grupo Yoli through issuance of Coca-Cola FEMSA shares (see Note 4)

      2,865            2        32        2        2,901        5,120        8,021   

Other acquisitions (see Note 4)

                  —          430        430   

Increase in share of non-controlling interest

                  —          515        515   

Other movements of equity method of associates, net of taxes

        (222             (222     —          (222
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at December 31, 2013

    3,346        25,433        130,840        —          181        779        (1,187     159,392        63,158        222,550   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

        16,701                16,701        5,929        22,630   

Other comprehensive income, net of tax

            126        (4,412     (1,132     (5,418     (6,265     (11,683
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

        16,701          126        (4,412     (1,132     11,283        (336     10,947   

Dividends declared

                  —          (3,152     (3,152

Issuance (repurchase) of shares associated with share-based payment plans

    1        216                  217        (21     196   

Other movements of equity method of associates, net of taxes

        (419             (419     —          (419
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Balances at December 31, 2014     Ps. 3,347        Ps. 25,649        Ps. 147,122        Ps. —          Ps. 307        Ps. (3,633)        Ps. (2,319)        Ps. 170,473        Ps. 59,649      Ps.  230,122   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

 

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Table of Contents

FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES

MONTERREY, N.L., MEXICO

Consolidated Statements of Cash Flows

For the years ended December 31, 2014, 2013 and 2012.

Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.)

 

     2014 (*)     2014     2013     2012  

Cash flows from operating activities:

        

Income before income taxes

   $ 1,958      Ps.  28,883      Ps.  29,911      Ps.  36,000   

Adjustments for:

        

Non-cash operating expenses

     14        209        752        1,683   

Employee profit sharing

     77        1,138        1,936        1,650   

Depreciation

     612        9,029        8,805        7,175   

Amortization

     67        985        891        715   

Loss (gain) on sale of long-lived assets

     —          7        (41     (132

Gain on sale of shares

     —          —          —          (2,148

Disposal of long-lived assets

     10        153        122        133   

Impairment of long-lived assets

     10        145        —          384   

Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes

     (348     (5,139     (4,831     (8,470

Interest income

     (58     (862     (1,225     (783

Interest expense

     454        6,701        4,331        2,506   

Foreign exchange loss, net

     61        903        724        176   

Monetary position loss, net

     22        319        427        13   

Market value (gain) on financial instruments

     (5     (73     (8     (8
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flow from operating activities before changes in operating accounts and employee profit sharing

     2,874        42,398        41,794        38,894   

Accounts receivable and other current assets

     (336     (4,962     (1,948     (746

Other current financial assets

     118        1,736        (1,508     (977

Inventories

     (76     (1,122     (1,541     (2,289

Derivative financial instruments

     17        245        402        (17

Suppliers and other accounts payable

     468        6,910        517        3,833   

Other long-term liabilities

     (155     (2,308     (109     (18

Other current financial liabilities

     54        793        417        329   

Post-employment and other long-term employee benefits

     (28     (416     (317     (209
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash generated from operations

     2,936        43,274        37,707        38,800   

Income taxes paid

     (401     (5,910     (8,949     (8,015
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash generated by operating activities

     2,535        37,364        28,758        30,785   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

        

Acquisition of Grupo Fomento Queretano, net of cash acquired (see Note 4)

     —          —          —          (1,114

Acquisition of Grupo Yoli, net of cash acquired (see Note 4)

     —          —          (1,046     —     

Acquisition of Companhia Fluminense de Refrigerantes, net of cash acquired (see Note 4)

     —          —          (4,648     —     

Acquisition of Spaipa S.A. Industria Brasileira de Bebidas, net of cash acquired (see Note 4)

     —          —          (23,056     —     

Other acquisitions, net of cash acquired (see Note 4)

     —          —          (3,021     —     

Investment in shares of Coca-Cola FEMSA Philippines, Inc. CCFPI (see Note 10)

     —          —          (8,904     —     

Other investments in associates and joint ventures (see Note 10)

     (4     (58     (335     (1,207

Disposals of subsidiaries and associates, net of cash

     —          —          —          1,055   

Purchase of investments

     (41     (607     (118     (2,808

Proceeds from investments

     40        589        1,488        2,534   

Interest received

     59        863        1,224        777   

Derivative financial instruments

     (2     (25     119        94   

Dividends received from associates and joint ventures

     132        1,949        1,759        1,697   

Long-lived assets acquisitions

     (1,152     (16,985     (16,380     (14,844

Proceeds from the sale of long-lived assets

     14        209        252        362   

Acquisition of intangible assets

     (48     (706     (1,077     (441

Investment in other assets

     (54     (796     (1,436     (1,264

Investment in other financial assets

     (3     (41     (52     —     

Collection in other financial assets

     —          —          —          516   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (1,059     (15,608     (55,231     (14,643
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows from financing activities:

        

Proceeds from borrowings

     363        5,354        78,907        14,048   

Payments of bank loans

     (388     (5,721     (39,962     (5,872

Interest paid

     (270     (3,984     (3,064     (2,172

Derivative financial instruments

     (154     (2,267     697        (209

Dividends paid

     (214     (3,152     (16,493     (9,186

Acquisition of non-controlling interests

     —          —          —          (6

Increase in shares of non-controlling interest

     —          —          515        —     

Other financing activities

     33        482        (16     (21
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) generated by financing activities

     (630     (9,288     20,584        (3,418
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents

     846        12,468        (5,889     12,724   
  

 

 

   

 

 

   

 

 

   

 

 

 

Initial balance of cash and cash equivalents

     1,848        27,259        36,521        25,841   
  

 

 

   

 

 

   

 

 

   

 

 

 

Effects of exchange rate changes and inflation effects on cash and cash equivalents held in foreign currencies

     (287     (4,230     (3,373     (2,044
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance of cash and cash equivalents

   $ 2,407      Ps. 35,497      Ps. 27,259      Ps. 36,521   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) Convenience translation to U.S. dollars ($) – see Note 2.2.3

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

 

F-6


Table of Contents

FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES

MONTERREY, N.L., MEXICO

Notes to the Consolidated Financial Statements

As of December 31, 2014, 2013 and 2012.

Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.)

Note 1. Activities of the Company

Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”) is a Mexican holding company. The principal activities of FEMSA and its subsidiaries (the “Company”), as an economic unit, are carried out by operating subsidiaries and companies under direct and indirect holding company subsidiaries (the “Subholding Companies”) of FEMSA.

The following is a description of the activities of the Company as of the date of the issuance of these consolidated financial statements, together with the ownership interest in each Subholding Company:

 

     % Ownership    

Subholding Company

   December 31,
2014
  December 31,
2013
 

Activities

Coca-Cola FEMSA, S.A.B. de C.V. and subsidiaries (“Coca-Cola FEMSA”)    47.9% (1)

(63.0% of
the voting
shares)

  47.9% (1)

(63.0% of
the voting
shares)

  Production, distribution and marketing of certain Coca-Cola trademark beverages in Mexico, Guatemala, Nicaragua, Costa Rica, Panama, Colombia, Venezuela, Brazil, Argentina and Philippines (see Note 10). At December 31, 2014, The Coca-Cola Company (TCCC) indirectly owns 28.1% of Coca-Cola FEMSA’s capital stock. In addition, shares representing 24.0% of Coca-Cola FEMSA’s capital stock are traded on the Bolsa Mexicana de Valores (Mexican Stock Exchange “BMV”). Its American Depositary Shares (“ADS”) trade on the New York Stock Exchange, Inc (NYSE).
FEMSA Comercio, S.A. de C.V. and subsidiaries (“FEMSA Comercio”)    100%   100%   Operation of chains of small-box retail formats in Mexico, Colombia and the United States, mainly under the trade name “OXXO.”
CB Equity, LLP (“CB Equity”)    100%   100%   This Company holds Heineken N.V. and Heineken Holding N.V. shares, which represents in the aggregate a 20% economic interest in both entities (“Heineken Company”).
Other companies    100%   100%   Companies engaged in the production and distribution of coolers, commercial refrigeration equipment and plastic cases; as well as transportation logistics and maintenance services to FEMSA’s subsidiaries and to third parties.

 

(1) The Company controls Coca-Cola FEMSA’s relevant activities.

 

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Table of Contents

Note 2. Basis of Preparation

2.1 Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The Company’s consolidated financial statements and notes were authorized for issuance by the Company’s Chief Executive Officer Carlos Salazar Lomelín and Chief Financial and Administrative Officer Javier Astaburuaga Sanjines on February 20, 2015. Those consolidated financial statements and notes were then approved by the Company’s Board of Directors on February 25, 2015 and by the Shareholders on March 19, 2015. The accompanying consolidated financial statements were approved for issuance in the Company’s annual report on Form 20-F by the Company’s Chief Executive Officer and Chief Financial and Administrative Officer on April 21, 2015, and subsequent events have been considered through that date (See Note 28).

2.2 Basis of measurement and presentation

The consolidated financial statements have been prepared on the historical cost basis, except for the following:

 

 

Available-for-sale investments.

 

 

Derivative financial instruments.

 

 

Long-term notes payable on which fair value hedge accounting is applied.

 

 

Trust assets of post-employment and other long-term employee benefit plans.

The financial statements of subsidiaries whose functional currency is the currency of a hyperinflationary economy are stated in terms of the measuring unit current at the end of the reporting period.

2.2.1 Presentation of consolidated income statement

The Company classifies its costs and expenses by function in the consolidated income statement, in order to conform to the industry practices where the Company operates. Information about expenses by their nature is disclosed in notes of these financial statements.

2.2.2 Presentation of consolidated statements of cash flows

The Company’s consolidated statement of cash flows is presented using the indirect method.

2.2.3 Convenience translation to U.S. dollars ($)

The consolidated financial statements are stated in millions of Mexican pesos (“Ps.”) and rounded to the nearest million unless stated otherwise. However, solely for the convenience of the readers, the consolidated statement of financial position as of December 31, 2014, the consolidated income statement, the consolidated statement of comprehensive income and consolidated statement of cash flows for the year ended December 31, 2014 were converted into U.S. dollars at the exchange rate of 14.7500 Mexican pesos per U.S. dollar as published by the U.S. Federal Reserve Board in its H.10 Weekly Release of Foreign Exchange Rates as of that date. This arithmetic conversion should not be construed as representation that the amounts expressed in Mexican pesos may be converted into U.S. dollars at that or any other exchange rate.

2.3 Critical accounting judgments and estimates

In the application of the Company’s accounting policies, which are described in Note 3, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

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2.3.1 Key sources of estimation uncertainty

The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

2.3.1.1 Impairment of indefinite lived intangible assets, goodwill and depreciable long-lived assets

Intangible assets with indefinite lives including goodwill are subject to annual impairment tests. An impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in arm’s length transactions of similar assets or observable market prices less incremental costs for disposing of the asset. In order to determine whether such assets are impaired, the Company initially calculates an estimation of the value in use of the cash-generating units to which such assets have been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The Company reviews annually the carrying value of its intangible assets with indefinite lives and goodwill for impairment based on recognized valuation techniques. While the Company believes that its estimates are reasonable, different assumptions regarding such estimates could materially affect its evaluations. Impairment losses are recognized in current earnings in the period the related impairment is determined. The key assumptions used to determine the recoverable amount for the Company’s CGUs, including a sensitivity analysis, are further explained in Notes 3.16 and 12.

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

2.3.1.2 Useful lives of property, plant and equipment and intangible assets with defined useful lives

Property, plant and equipment, including returnable bottles as they are expected to provide benefits over a period of more than one year, as well as intangible assets with defined useful lives are depreciated/amortized over their estimated useful lives. The Company bases its estimates on the experience of its technical personnel as well as based on its experience in the industry for similar assets, see Notes 3.12, 3.14, 11 and 12.

2.3.1.3 Post-employment and other long-term employee benefits

The Company regularly evaluates the reasonableness of the assumptions used in its post-employment and other long-term employee benefit computations. Information about such assumptions is described in Note 16.

 

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2.3.1.4 Income taxes

Deferred income tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The Company regularly reviews its deferred tax assets for recoverability, and records a deferred tax asset based on its judgment regarding the probability of historical taxable income continuing in the future, projected future taxable income and the expected timing of the reversals of existing temporary differences, see Note 24.

2.3.1.5 Tax, labor and legal contingencies and provisions

The Company is subject to various claims and contingencies related to tax, labor and legal proceedings as described in Note 25. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. Management periodically assesses the probability of loss for such contingencies and accrues a provision and/or discloses the relevant circumstances, as appropriate. If the potential loss of any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a provision for the estimated loss. Management’s judgement must be excercised to determine the likelihood of such a loss and an estimate of the amount, due to the subjective nature of the loss.

2.3.1.6 Valuation of financial instruments

The Company is required to measure all derivative financial instruments at fair value.

The fair values of derivative financial instruments are determined considering quoted prices in recognized markets. If such instruments are not traded, fair value is determined by applying techniques based upon technical models supported by sufficient reliable and verifiable data, recognized in the financial sector. The Company bases its forward price curves upon market price quotations. Management believes that the chosen valuation techniques and assumptions used are appropriate in determining the fair value of financial instruments, see Note 20.

2.3.1.7 Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities assumed by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except that:

 

 

Deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with IAS 12, Income Taxes and IAS 19, Employee Benefits, respectively;

 

 

Liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Company entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2, Share-based Payment at the acquisition date, see Note 3.24; and

 

 

Assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Management’s judgement must be exercised to determine the fair value of assets acquired and liabilities assumed.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the Company previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the Company previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

 

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For each business combination, with respect to the non-controlling present ownership interests in the acquiree that entitle their holders to a proportionate share of net assets in liquidation, the Company elects whether to measure such interest at fair value or at the proportionate share of the acquiree’s identifiable net assets.

2.3.1.8 Investments in associates

If the Company holds, directly or indirectly, 20 per cent or more of the voting power of the investee, it is presumed that it has significant influence, unless it can be clearly demonstrated that this is not the case. If the Company holds, directly or indirectly, less than 20 per cent of the voting power of the investee, it is presumed that the Company does not have significant influence, unless such influence can be clearly demonstrated. Decisions regarding the propriety of utilizing the equity method of accounting for a less than 20 per cent-owned corporate investee requires a careful evaluation of voting rights and their impact on the Company’s ability to exercise significant influence. Management considers the existence of the following circumstances which may indicate that the Company is in a position to exercise significant influence over a less than 20 per cent-owned corporate investee:

 

 

Representation on the board of directors or equivalent governing body of the investee;

 

 

Participation in policy-making processes, including participation in decisions about dividends or other distributions;

 

 

Material transactions between the Company and the investee;

 

 

Interchange of managerial personnel; or

 

 

Provision of essential technical information.

Management also considers the existence and effect of potential voting rights that are currently exercisable or currently convertible when assessing whether the Company has significant influence.

In addition, the Company evaluates certain indicators that provide evidence of significant influence, such as:

 

 

Whether the extent of the Company’s ownership is significant relative to other shareholders (i.e., a lack of concentration of other shareholders);

 

 

Whether the Company’s significant shareholders, fellow subsidiaries, or officers hold additional investment in the investee; and

 

 

Whether the Company is a part of significant investee committees, such as the executive committee or the finance committee.

2.3.1.9 Joint arrangements

An arrangement can be a joint arrangement even though not all of its parties have joint control of the arrangement. When the Company is a party to an arrangement it shall assess whether the contractual arrangement gives all the parties, or a group of the parties, control of the arrangement collectively; joint control exists only when decisions about the relevant activities require the unanimous consent of the parties that control the arrangement collectively. Management needs to apply judgment when assessing whether all the parties, or a group of the parties, have joint control of an arrangement. When assessing joint control, management considers the following facts and circumstances:

 

a) Whether all the parties or a group of the parties, control the arrangement, considering definition of joint control, as described in Note 3.11.2; and

 

b) Whether decisions about the relevant activities require the unanimous consent of all the parties, or of a group of the parties.

As mentioned in Note 10, on January 25, 2013, Coca-Cola FEMSA closed the acquisition of 51% of Coca-Cola FEMSA Philippines, Inc (CCFPI) (formerly Coca-Cola Bottlers Philippines, Inc.). Coca-Cola FEMSA jointly controls CCFPI with TCCC. This is based on the following factors: (i) during the initial four-year period, some relevant activities require joint approval between Coca-Cola FEMSA and TCCC; and (ii) potential voting rights to acquire the remaining 49% of CCFPI are not likely to be exercised in the foreseeable future due to the fact that the call option is “out of the money” as of December 31, 2014 and 2013.

 

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2.3.1.10 Venezuela exchange rates

As is further explained in Note 3.3 below, the exchange rate used to account for foreign currency denominated monetary items arising in Venezuela, and also the exchange rate used to translate the financial statements of the Company’s Venezuelan subsidiary for group reporting purposes are both key sources of estimation uncertainty in preparing the accompanying consolidated financial statements.

2.4 Changes in accounting policies

The Company has adopted the following new IFRS and amendments to IFRS, during 2014:

 

 

Amendments to IAS 32, Offsetting Financial Assets and Financial Liabilities

 

 

Amendments to IAS 36, Impairment of Assets

 

 

Amendments to IAS 39, Financial Instruments: Recognition and Measurement

 

 

Annual Improvements 2010-2012 Cycle

 

 

Annual Improvements 2011-2013 Cycle

 

 

IFRIC 21, Levies

The nature and the effect of the changes are further explained below.

Amendments to IAS 32, Offsetting Financial Assets and Financial Liabilities

Amendments to IAS 32, “Offsetting Financial Assets and Financial Liabilities”, clarify existing application issues relating to the offsetting requirements. Specifically, the amendments clarify the meaning of ‘currently has a legally enforceable right of set-off’ and ‘simultaneous realization and settlement’. The amendments to IAS 32 are effective for annual periods beginning on or after January 1, 2014, with retrospective application required. The Company adopted these amendments, which had no impact on its consolidated financial statements because the Company´s policy for offsetting financial instruments was already in accordance with the amendments made to IAS 32.

Amendments to IAS 36, Impairment of Assets

Amendments to IAS 36 “Impairment of Assets”, reduce the circumstances in which the recoverable amount of assets or cash-generating units is required to be disclosed, clarify the disclosures required, and introduce an explicit requirement to disclose the discount rate used in determining impairment (or reversals) where recoverable amount (based on fair value less costs of disposal) is determined using a present value technique. The amendments to IAS 36 are effective for annual periods beginning on or after January 1, 2014.

Amendments to IAS 39, Financial Instruments: Recognition and Measurement

Amendments to IAS 39 “Financial Instruments: Recognition and Measurement” clarify that there is no need to discontinue hedge accounting if a hedging derivative is novated, provided certain criteria are met. A novation indicates an event where

 

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the original parties to a derivative agree that one or more clearing counterparties replace their original counterparty to become the new counterparty to each of the parties. In order to apply the amendments and continue hedge accounting, novation to a central counterparty (CCP) must happen as a consequence of laws or regulations or the introduction of laws or regulations. The amendments to IAS 39 are effective for annual periods beginning on or after January 1, 2014. The Company adopted these amendments and they had no impact on the Company´s consolidated financial statements because the Company did not have novated derivatives designated as hedging instruments.

Annual Improvements 2010-2012 Cycle

Annual Improvements 2010-2012 Cycle includes amendments to: IFRS 2 “Share-based payment”, by amending the definitions of vesting condition and market condition, and adding definitions for performance condition and service condition, had no impact on the Company´s consolidated financial statements derived from these amended definitions; IFRS 3 “Business combinations”, which requires contingent consideration that is classified as an asset or a liability to be measured at fair value at each reporting date, which the Company will apply to future business combinations; IFRS 13 “Fair value measurement”, clarifying that issuing IFRS 13 and amending IFRS 9 and IAS 39 did not remove the ability to measure certain short-term receivables and payables on an undiscounted basis when the discount amount is immaterial (amends basis for conclusions only), This improvement had no impact because financial instruments that qualify as accounts receivable or accounts payable, when measured at fair value, approximate their carrying value quantified on an undiscounted basis. These amendments are applicable to annual periods beginning on or after July 1, 2014.

Annual Improvements 2011-2013 Cycle

Annual Improvements 2011-2013 Cycle includes amendments to: IFRS 13, clarifying the scope of the portfolio exception of paragraph 52, which permits an entity to measure the fair value of a group of financial assets and financial liabilities on the basis of the price that would be received to sell a net long position for a particular risk exposure or to transfer a net short position for a particular risk exposure in an orderly transaction between market participants at the measurement date under current market conditions. The amendments clarify that the portfolio exception in IFRS 13 can be applied not only to financial assets and financial liabilities, but also to other contracts within the scope of IAS 39. These improvements are applicable to annual periods beginning on or after July 1, 2014. The Company adopted these amendments and they had no impact on the Company´s consolidated financial statements, because it has no instruments it manages on a net basis.

IFRIC 21, Levies

IFRIC 21 Levies, provides guidance on when to recognize a liability for a levy imposed by a government, both for levies that are accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and those where the timing and amount of the levy is certain. This interpretation is effective for accounting periods beginning on or after January 1, 2014, with early adoption permitted. The Company adopted this interpretation and it had no impact on the financial statements because taxes other than income and consumption taxes are recorded at the time the event giving rise to the payment obligation arises.

Note 3. Significant Accounting Policies

3.1 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Specifically, the Company controls an investee if and only if the Company has:

 

 

Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

 

 

Exposure, or rights, to variable returns from its involvement with the investee; and

 

 

The ability to use its power over the investee to affect its returns.

 

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When the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

 

 

The contractual arrangements with the other vote holders of the investee;

 

 

Rights arising from other contractual arrangements; and

 

 

The Company’s voting rights and potential voting rights.

The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Company gains control until the date the Company ceases to control the subsidiary.

Consolidated net income and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies. All intercompany assets and liabilities, equity, income, expenses and cash flows have been eliminated in full on consolidation.

3.1.1 Acquisitions of non-controlling interests

Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognized as a result. Adjustments to non-controlling interests arising from transactions that do not involve the loss of control are measured at carrying amount and reflected in shareholders’ equity as part of additional paid-in capital.

3.1.2 Loss of control

Upon the loss of control, the Company derecognizes the assets (including goodwill) and liabilities of the subsidiary, any non-controlling interests, cumulative translation differences recorded in equity and the other components of equity related to the subsidiary. The Company recognizes the fair value of the consideration received, and any surplus or deficit arising on the loss of control is recognized in consolidated net income, including the share by the controlling interest of components previously recognized in other comprehensive income. If the Company retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for by the equity method or as a financial asset depending on the level of influence retained.

3.2 Business combinations

Business combinations are accounted for using the acquisition method at the acquisition date, which is the date on which control is transferred to the Company. In assessing control, the Company takes into consideration substantive potential voting rights.

The Company measures goodwill at the acquisition date as the fair value of the consideration transferred plus the fair value of any previously-held equity interest in the acquiree and the recognized amount of any non-controlling interests in the acquiree (if any), less the net recognized amount of the identifiable assets acquired and liabilities assumed. If after reassessment, the excess is negative, a bargain purchase gain is recognized in consolidated net income at the time of the acquisition.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are recognized in consolidated net income of the Company.

 

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Costs related to the acquisition, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.

Any contingent consideration payable is recognized at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, if after reassessment, subsequent changes to the fair value of the contingent considerations are recognized in consolidated net income.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete, and discloses that its allocation is preliminary in nature. Those provisional amounts are adjusted during the measurement period (not greater than 12 months), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

3.3 Foreign currencies, consolidation of foreign subsidiaries and accounting for investments in associates and joint ventures

In preparing the financial statements of each individual subsidiary and accounting for investments in associates and joint ventures, transactions in currencies other than the individual entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not remeasured.

Exchange differences on monetary items are recognized in consolidated net income in the period in which they arise except for:

 

 

The variations in the net investment in foreign subsidiaries generated by exchange rate fluctuation which are included as part of the exchange differences on translation of foreign operations within the cumulative other comprehensive income (loss) item, which is recorded in equity.

 

 

Intercompany financing balances with foreign subsidiaries are considered as long-term investments when there is no plan to pay such financing in the foreseeable future. Monetary position and exchange rate fluctuation regarding this financing is recorded in the exchange differences on translation of foreign operations within the cumulative other comprehensive income (loss) item, which is recorded in equity.

 

 

Exchange differences on transactions entered into in order to hedge certain foreign currency risks.

For incorporation into the Company’s consolidated financial statements, each foreign subsidiary, associates or joint venture’s individual financial statements are translated into Mexican pesos, as described as follows:

 

 

For hyperinflationary economic environments, the inflation effects of the origin country are recognized, and subsequently translated into Mexican pesos using the year-end exchange rate for the consolidated statements of financial position and consolidated income statement and comprehensive income; and

 

 

For non-hyperinflationary economic environments, assets and liabilities are translated into Mexican pesos using the year-end exchange rate, equity is translated into Mexican pesos using the historical exchange rate, and the income statement and comprehensive income is translated using the exchange rate at the date of each transaction. The Company uses the average exchange rate of each month only if the exchange rate does not fluctuate significantly.

 

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         Exchange Rates of Local Currencies Translated to Mexican  Pesos  

Country or Zone

   Functional /
Recording Currency
  Average Exchange
Rate for
     Exchange Rate as of  
     2014      2013      2012      December 31,
2014
     December 31,
2013
 

Guatemala

   Quetzal     1.72         1.62         1.68         1.94         1.67   

Costa Rica

   Colon     0.02         0.03         0.03         0.03         0.03   

Panama

   U.S. dollar     13.30         12.77         13.17         14.72         13.08   

Colombia

   Colombian peso     0.01         0.01         0.01         0.01         0.01   

Nicaragua

   Cordoba     0.51         0.52         0.56         0.55         0.52   

Argentina

   Argentine peso     1.64         2.34         2.90         1.72         2.01   

Venezuela

   Bolivar     1.28         2.13         3.06         0.29         2.08   

Brazil

   Reai     5.66         5.94         6.76         5.54         5.58   

Euro Zone

   Euro (€)     17.66         16.95         16.92         17.93         17.98   

Philippines

   Philippine peso     0.30         0.30         0.31         0.33         0.29   

The Company has operated under exchange controls in Venezuela since 2003 that affect its ability to remit dividends abroad or make payments other than in local currencies and that may increase the real price of raw materials purchased in local currency. Cash balances of the Company’s Venezuela subsidiary which are not readily available for use within the group are disclosed in Note 5.

As of December, 31, 2014, Venezuela´s entities were able to convert bolivars to US dollars at one of three legal exchange rates:

 

i) The official exchange rate. Used for transactions involving what the Venezuelan government considers to be “essential goods and services”.

 

ii) SICAD I. Used for certain transactions, including payment of services and payments related to foreign investments in Venezuela, which were transacted at the state-run Supplementary Foreign Currency Administration System (SICAD-I) exchange rate. The SICAD-I determined an alternative exchange rate based on limited periodic sales of US dollars through auction.

 

iii) SICAD II. The Venezuelan government enacted a new law in 2014 that authorized an additional method of exchanging Venezuelan bolivars to U.S. dollars at rates other than either the official exchange rate or the SICAD-I exchange rate. SICAD-II was used for certain types of defined transactions not otherwise covered by the official exchange rate or the SICAD-I exchange rate.

As of December 31, 2014, the official exchange rate was 6.30 bolivars per U.S. dollar (2.34 Mexican peso per bolivar), the SICAD-I exchange rate was 12.00 bolivars per US dollar (1.23 Mexican peso per bolivar), and the SICAD-II exchange rate was 49.99 bolivars per US dollar (0.29 Mexican peso per bolivar).

The Company’s recognition of its Venezuela operations involves a two-step accounting process in order to translate into bolivars all transactions in a different currency than the Venezuelan currency and then to translate to Mexican Pesos.

Step-one.- Transactions are first recorded in the stand-alone accounts of the Venezuelan subsidiary in its functional currency, that is the bolivars. Any non-bolivar denominated monetary assets or liabilities are translated into bolivar at each balance sheet date using the exchange rate at which the Company expects them to be settled, with the corresponding effect of such translation being recorded in the income statement.

As of December 31, 2014 Coca-Cola FEMSA had US $ 449 million in monetary liabilities recorded using the official exchange rate. The Company believes that these payables for imports of essential goods should continue to qualify for settlement at the official exchange rate. If there is a change in the official exchange rate in the future, or should we determine these amounts no longer qualify, we will recognize the impact of this change in the income statement.

 

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Step-two.- In order to integrate the results of the Venezuelan operations into the consolidated figures of the Company, such Venezuelan results are translated from Venezuelan bolivars into Mexican pesos. During the first three quarters of 2014, the Company used SICAD-I exchange rate as the rate for the translation of the Venezuelan amounts based on the expectation this would have been the exchange rate at which dividends will be settled. During the fourth quarter, the Company decided to move from SICAD-I to SICAD-II exchange rate to reflect its revised estimate. In accordance with IAS 21 and given the fact that Venezuela is considered a hyper-inflationary economy, we have translated the results for the entire year using SICAD II exchange rate. Prior to 2014, the Company used the official exchange rate of 6.30 and 4.30 bolivars per US dollar in 2013 and 2012, respectively.

As a result of the change in exchange rate applied to translate financial statements during 2014 and the devaluation of Bolivar in 2013, the statement of financial position reflects a reduction in equity of Ps. 11,836 and Ps. 3,700, respectively. These reductions in equity are presented as part of other comprehensive income.

Official exchange rates for Argentina are published by the Argentine Central Bank. The Argentine peso has experienced significant devaluation over the past several years and the government has adopted various rules and regulations since late 2011 that established new restrictive controls on capital flows into the country. These enhanced exchange controls have practically closed the foreign exchange market to retail transactions. It is widely reported that the Argentine peso/U.S. dollar exchange rate in the unofficial market substantially differs from the official foreign exchange rate. The Argentine government could impose further exchange controls or restrictions on the movement of capital and take other measures in the future in response to capital flight or a significant depreciation of the Argentine peso. The Company uses the official exchange rate.

On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, a disposal involving loss of joint control over a joint venture that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the exchange differences accumulated in other comprehensive income in respect of that operation attributable to the owners of the Company are recognized in the consolidated income statement.

In addition, in relation to a partial disposal of a subsidiary that does not result in the Company losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognized in profit or loss. For all other partial disposals (i.e., partial disposals of associates or joint ventures that do not result in the Company losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

Goodwill and fair value adjustments on identifiable assets and liabilities acquired arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Foreign exchange differences arising are recognized in equity as part of the cumulative translation adjustment.

The translation of assets and liabilities denominated in foreign currencies into Mexican pesos is for consolidation purposes and does not indicate that the Company could realize or settle the reported value of those assets and liabilities in Mexican pesos. Additionally, this does not indicate that the Company could return or distribute the reported Mexican peso value equity to its shareholders.

3.4 Recognition of the effects of inflation in countries with hyperinflationary economic environments

The Company recognizes the effects of inflation on the financial information of its Venezuelan subsidiary that operates in hyperinflationary economic environments (when cumulative inflation of the three preceding years is approaching, or exceeds, 100% or more in addition to other qualitative factors), which consists of:

 

 

Using inflation factors to restate non-monetary assets, such as inventories, property, plant and equipment, intangible assets, including related costs and expenses when such assets are consumed or depreciated;

 

 

Applying the appropriate inflation factors to restate capital stock, additional paid-in capital, net income, retained earnings and items of other comprehensive income by the necessary amount to maintain the purchasing power equivalent in the currency of Venezuela on the dates such capital was contributed or income was generated up to the date of these consolidated financial statements are presented; and

 

   

Including the monetary position gain or loss in consolidated net income.

 

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The Company restates the financial information of subsidiaries that operate in a hyperinflationary economic environment (Venezuela) using the consumer price index of that country. The Venezuelan economy’s cumulative inflation rate for the period 2012-2014, 2011-2013 and 2010-2012 was 210.2%, 139.3% and 94.8%; respectively. While the inflation rate for the period 2010-2012 was less than 100%, it was approaching 100%, and qualitative factors supported its continued classification as a hyper-inflationary economy.

During 2014, the International Monetary Fund (IMF) issued a declaration of censure and called on Argentina to adopt remedial measures to address the quality of its official inflation data. The IMF noted that alternative data sources have shown considerably higher inflation rates than the official data since 2008. Consumer price data reported by Argentina from January 2014 onwards reflect the new national CPI (IPCNu), which differs substantively from the preceding CPI. Because of the differences in geographical coverage, weights, sampling, and methodology, the IPCNu data cannot be directly compared to the earlier CPI-GBA data.

3.5 Cash and cash equivalents and restricted cash

Cash is measured at nominal value and consists of non-interest bearing bank deposits. Cash equivalents consist principally of short-term bank deposits and fixed rate investments, both with maturities of three months or less at the acquisition date and are recorded at acquisition cost plus interest income not yet received, which is similar to market prices.

The Company also maintains restricted cash held as collateral to meet certain contractual obligations (see Note 9.2). Restricted cash is presented within other current financial assets given that the restrictions are short-term in nature.

3.6 Financial assets

Financial assets are classified into the following specified categories: “fair value through profit or loss (FVTPL) ,” “held-to-maturity investments,” “available-for-sale” and “loans and receivables” or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The classification depends on the nature and purpose of holding the financial assets and is determined at the time of initial recognition.

When a financial asset is recognized initially, the Company measures it at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Company’s financial assets include cash, cash equivalents and restricted cash, investments with maturities of greater than three months, loans and receivables, derivative financial instruments and other financial assets.

 

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3.6.1 Effective interest rate method

The effective interest rate method is a method of calculating the amortized cost of loans and receivables and other financial assets (designated as held to-maturity) and of allocating interest income/expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

3.6.2 Investments

Investments consist of debt securities and bank deposits with maturities of more than three months at the acquisition date. Management determines the appropriate classification of investments at the time of purchase and assesses such designation as of each reporting date (see Note 6).

3.6.2.1 Available-for-sale investments are those non-derivative financial assets that are designated as available for sale or are not classified as loans and receivables, held to maturity investments or financial assets at fair value through profit or loss. These investments are carried at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive income. Interest and dividends on investments classified as available-for-sale are included in interest income. The fair values of the investments are readily available based on quoted market prices. The exchange effects of securities available for sale are recognized in the consolidated income statement in the period in which they arise.

3.6.2.2 Held-to maturity investments are those that the Company has the positive intent and ability to hold to maturity, and after initial measurement, such financial assets are subsequently measured at amortized cost, which includes any cost of purchase and premium or discount related to the investment. Subsequently, the premium/discount is amortized over the life of the investment based on its outstanding balance utilizing the effective interest method less any impairment. Interest and dividends on investments classified as held-to maturity are included in interest income.

3.6.3 Loans and receivables

Loans and receivables are non-derivative financial instruments with fixed or determinable payments that are not quoted in an active market. Loans and receivables with a stated term (including trade and other receivables) are measured at amortized cost using the effective interest method, less any impairment.

Interest income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. For the years ended December 31, 2014, 2013 and 2012 the interest income on loans and receivables recognized in the interest income line item within the consolidated income statements is Ps. 47, Ps. 127 and Ps. 87, respectively.

3.6.4 Other financial assets

Other financial assets include long term accounts receivable and derivative financial instruments. Long term accounts receivable with a stated term are measured at amortized cost using the effective interest method, less any impairment.

3.6.5 Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, (an incurred “loss event”) and that loss event has an impact on the estimated future cash flows of the financial assets that can be reliably estimated.

Evidence of impairment may include indicators as follows:

 

 

Significant financial difficulty of the issuer or counterparty; or

 

 

Default or delinquent in interest or principal payments; or

 

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It becoming probable that the borrower will enter bankruptcy or financial re-organization; or

 

 

The disappearance of an active market for that financial asset because of financial difficulties.

For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance for doubtful accounts. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in consolidated net income.

No impairment was recognized for the years ended December 31, 2014 and 2013. For the year ended December 31, 2012, the Company recognized impairment of Ps. 384 (see Note 19).

3.6.6 Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when:

 

 

The rights to receive cash flows from the financial asset have expired, or

 

 

The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

3.6.7 Offsetting of financial instruments

Financial assets are required to be offset against financial liabilities and the net amount reported in the consolidated statement of financial position if, and only when the Company:

 

 

Currently has an enforceable legal right to offset the recognized amounts; and

 

 

Intends to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

3.7 Derivative financial instruments

The Company is exposed to different risks related to cash flows, liquidity, market and third party credit. As a result, the Company contracts different derivative financial instruments in order to reduce its exposure to the risk of exchange rate fluctuations between the Mexican peso and other currencies, and interest rate fluctuations associated with its borrowings denominated in foreign currencies and the exposure to the risk of fluctuation in the costs of certain raw materials.

The Company values and records all derivative financial instruments and hedging activities, in the consolidated statement of financial position as either an asset or liability measured at fair value, considering quoted prices in recognized markets. If such instruments are not traded in a formal market, fair value is determined by applying techniques based upon technical models supported by sufficient, reliable and verifiable market data. Changes in the fair value of derivative financial instruments are recorded each year in current earnings or as a component of cumulative other comprehensive income based on the item being hedged and the effectiveness of the hedge.

 

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3.7.1 Hedge accounting

The Company designates certain hedging instruments, which include derivatives in respect of foreign currency risk, as either fair value hedges or cash flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.

At the inception of the hedge relationship, the Company documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk.

3.7.2 Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the heading valuation of the effective portion of derivative financial instruments. The gain or loss relating to the ineffective portion is recognized immediately in consolidated net income, and is included in the market value (gain) loss on financial instruments line item within the consolidated income statements.

Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to consolidated net income in the periods when the hedged item is recognized in consolidated net income, in the same line of the consolidated income statement as the recognized hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognized in other comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability.

Hedge accounting is discontinued when the Company revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognized in cumulative other comprehensive income in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in consolidated net income. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in consolidated net income.

3.7.3 Fair value hedges

The change in the fair value of a hedging derivative is recognized in the consolidated income statement as foreign exchange gain or loss. The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognized in the consolidated income statement as foreign exchange gain or loss.

For fair value hedges relating to items carried at amortized cost, any adjustment to carrying value is amortized through profit or loss over the remaining term of the hedge using the EIR method. EIR amortization may begin as soon as an adjustment exists and no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged. If the hedged item is derecognized, the unamortized fair value is recognized immediately in profit or loss.

When an unrecognized firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognized as an asset or liability with a corresponding gain or loss recognized in the consolidated net income.

 

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3.8 Fair value measurement

The Company measures financial instruments, such as derivatives, and non-financial assets, at fair value at each balance sheet date. Also, fair values of financial instruments measured at amortized cost are disclosed in Notes 13 and 18.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

 

 

In the principal market for the asset or liability; or

 

 

In the absence of a principal market, in the most advantageous market for the asset or liability.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

 

 

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

 

Level 2 — Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

 

 

Level 3 — Are unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Company determines the policies and procedures for both recurring fair value measurements, such as those described in Note 20 and unquoted liabilities such as debt described in Note 18.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

3.9 Inventories and cost of goods sold

Inventories are measured at the lower of cost and net realizable value. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

Inventories represent the acquisition or production cost which is incurred when purchasing or producing a product, and are based on the weighted average cost formula. The operating segments of the Company use inventory costing methodologies to value their inventories, such as the weighted average cost method in Coca-Cola FEMSA and retail method in FEMSA Comercio.

Cost of goods sold is based on average cost of the inventories at the time of sale.

 

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Cost of goods sold in Coca-Cola FEMSA includes expenses related to the purchase of raw materials used in the production process, as well as labor costs (wages and other benefits), depreciation of production facilities, equipment and other costs, including fuel, electricity, equipment maintenance, inspection and plant transfers costs.

Cost of goods sold in FEMSA Comercio includes expenses related to the purchase of goods and services used in the sale process of the Company´s products.

3.10 Other current assets

Other current assets, which will be realized within a period of less than one year from the reporting date, are comprised of prepaid assets and agreements with customers.

Prepaid assets principally consist of advances to suppliers of raw materials, advertising, promotional, leasing and insurance costs, and are recognized as other current assets at the time of the cash disbursement. Prepaid assets are carried to the appropriate caption in the income statement when inherent benefits and risks have already been transferred to the Company or services have been received.

The Company has prepaid advertising costs which consist of television and radio advertising airtime paid in advance. These expenses are generally amortized over the period based on the transmission of the television and radio spots. The related production costs are recognized in consolidated net income as incurred.

Coca-Cola FEMSA has agreements with customers for the right to sell and promote Coca-Cola FEMSA’s products over a certain period. The majority of these agreements have terms of more than one year, and the related costs are amortized using the straight-line method over the term of the contract, with amortization presented as a reduction of net sales. During the years ended December 31, 2014, 2013 and 2012, such amortization aggregated to Ps. 338, Ps. 696 and Ps. 970, respectively.

3.11 Investments in associates and joint arrangements

3.11.1 Investments in associates

Associates are those entities over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control over those policies.

Investments in associates are accounted for using the equity method and initial recognition comprises the investment’s purchase price and any directly attributable expenditure necessary to acquire it.

The consolidated financial statements include the Company’s share of the consolidated net income and other comprehensive income, after adjustments to align the accounting policies with those of the Company, from the date that significant influence commences until the date that significant influence ceases.

Profits and losses resulting from ‘upstream’ and ‘downstream’ transactions between the Company (including its consolidated subsidiaries) and an associate are recognized in the consolidated financial statements only to the extent of unrelated investors’ interests in the associate. ‘Upstream’ transactions are, for example, sales of assets from an associate to the Company. ‘Downstream’ transactions are, for example, sales of assets from the Company to an associate. The Company’s share in the associate’s profits and losses resulting from these transactions is eliminated.

 

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When the Company’s share of losses exceeds the carrying amount of the associate, including any long-term investments, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Company has a legal or constructive obligation to pay the associate or has made payments on behalf of the associate.

Goodwill identified at the acquisition date is presented as part of the investment in shares of the associate in the consolidated statement of financial position. Any goodwill arising on the acquisition of the Company’s interest in an associate is measured in accordance with the Company’s accounting policy for goodwill arising in a business combination, see Note 3.2.

After application of the equity method, the Company determines whether it is necessary to recognize an additional impairment loss on its investment in its associate. The Company determines at each reporting date whether there is any objective evidence that the investment in the associates is impaired. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and recognizes the amount in the share of the profit or loss of associates and joint ventures accounted for using the equity method in the consolidated income statements.

3.11.2 Joint arrangements

A joint arrangement is an arrangement of which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. The Company classifies its interests in joint arrangements as either joint operations or joint ventures depending on the Company’s rights to the assets and obligations for the liabilities of the arrangements.

Joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The Company recognizes its interest in the joint ventures as an investment and accounts for that investment using the equity method, as described in note 3.11.1. As of December 31, 2014 and 2013 the Company does not have an interest in joint operations.

After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss on its investment in its joint venture. The Company determines at each reporting date whether there is any objective evidence that the investment in the joint ventures is impaired. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value and recognizes the amount in the share of the profit or loss of joint ventures accounted for using the equity method in the consolidated statements of income.

3.12 Property, plant and equipment

Property, plant and equipment are initially recorded at their cost of acquisition and/or construction, and are presented net of accumulated depreciation and/or accumulated impairment losses, if any. The borrowing costs related to the acquisition or construction of qualifying asset is capitalized as part of the cost of that asset.

Major maintenance costs are capitalized as part of total acquisition cost. Routine maintenance and repair costs are expensed as incurred.

Investments in progress consist of long-lived assets not yet in service, in other words, that are not yet used for the purpose that they were bought, built or developed. The Company expects to complete those investments during the following 12 months.

Depreciation is computed using the straight-line method over the asset’s estimated useful life. Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted and depreciated for as separate items (major components) of property, plant and equipment. The Company estimates depreciation rates, considering the estimated useful lives of the assets.

 

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The estimated useful lives of the Company’s principal assets are as follows:

 

     Years  

Buildings

     15-50   

Machinery and equipment

     10-20   

Distribution equipment

     7-15   

Refrigeration equipment

     5-7   

Returnable bottles

     1.5-3   

Leasehold improvements

     The shorter of lease term or 15 years   

Information technology equipment

     3-5   

Other equipment

     3-10   

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds (if any) and the carrying amount of the asset and is recognized in consolidated net income.

Returnable and non-returnable bottles:

Coca-Cola FEMSA has two types of bottles: returnable and non-returnable.

 

 

Non returnable: Are recorded in consolidated net income at the time of product sale.

 

 

Returnable: Are classified as long-lived assets as a component of property, plant and equipment. Returnable bottles are recorded at acquisition cost; and for countries with hyperinflationary economies, restated according to IAS 29, “Financial Reporting in Hyperinflationary Economies.” Depreciation of returnable bottles is computed using the straight-line method considering their estimated useful lives.

There are two types of returnable bottles:

 

 

Those that are in Coca-Cola FEMSA’s control within its facilities, plants and distribution centers; and

 

 

Those that have been placed in the hands of customers, but still belong to Coca-Cola FEMSA.

Returnable bottles that have been placed in the hands of customers are subject to an agreement with a retailer pursuant to which Coca-Cola FEMSA retains ownership. These bottles are monitored by sales personnel during periodic visits to retailers and Coca-Cola FEMSA has the right to charge any breakage identified to the retailer. Bottles that are not subject to such agreements are expensed when placed in the hands of retailers.

Coca-Cola FEMSA’s returnable bottles are depreciated according to their estimated useful lives (3 years for glass bottles and 1.5 years for PET bottles). Deposits received from customers are amortized over the same useful estimated lives of the bottles.

 

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3.13 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Borrowing costs may include:

 

 

Interest expense; and

 

 

Exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in consolidated net income in the period in which they are incurred.

3.14 Intangible assets

Intangible assets are identifiable non monetary assets without physical substance and represent payments whose benefits will be received in future years. Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition (see Note 3.2). Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. The useful lives of intangible assets are assessed as either finite or indefinite, in accordance with the period over which the Company expects to receive the benefits.

Intangible assets with finite useful lives are amortized and mainly consist of:

 

 

Information technology and management system costs incurred during the development stage which are currently in use. Such amounts are capitalized and then amortized using the straight-line method over their expected useful lives, with a range in useful lives from 3 to 10 years. Expenses that do not fulfill the requirements for capitalization are expensed as incurred.

 

 

Long-term alcohol licenses are amortized using the straight-line method over their estimated useful lives, which range between 12 and 15 years, and are presented as part of intangible assets with finite useful lives.

Amortized intangible assets, such as finite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable through its expected future cash flows.

Intangible assets with an indefinite life are not amortized and are subject to impairment tests on an annual basis as well as whenever certain circumstances indicate that the carrying amount of those intangible assets exceeds their recoverable value.

The Company’s intangible assets with an indefinite life mainly consist of rights to produce and distribute Coca-Cola trademark products in the Company’s territories. These rights are contained in agreements that are standard contracts that The Coca-Cola Company has with its bottlers.

As of December 31, 2014, Coca-Cola FEMSA had nine bottler agreements in Mexico: (i) the agreements for the Valley of Mexico, which are up for renewal in April 2016 and June 2023, (ii) the agreements for the Central territory, which are up for renewal in May 2015 (three agreements) and July 2016, (iii) the agreement for the Northeast territory, which is up for revewal in May 2015 (iv) the agreement for the Bajio territory, which is up for renewal in May 2015, and (v) the agreement for the Southeast territory, which is up for revewal in June 2023. As of December 31, 2014, Coca-Cola FEMSA had four bottler agreements in Brazil, which are up for renewal in October 2017 (two agreements) and April 2024 (two agreements). The bottler agreements with The Coca-Cola Company will expire for territories in other countries as follows: Argentina, which is up for renewal in September 2024; Colombia, which is up for renewal in June 2024; Venezuela, which is up for renewal in August 2016; Guatemala, which is up for renewal in March 2025; Costa Rica, which is up for renewal in September 2017; Nicaragua, which is up for renewal in May 2016 and Panama, which is up for renewal in November 2024. All of these bottler agreements are automatically renewable for ten-year terms, subject to the right of either party to give prior notice that it does not wish to renew the applicable agreement. In addition, these agreements generally may be terminated in the case of material breach. Termination would prevent Coca-Cola FEMSA from selling Coca-Cola trademark beverages in the affected territory and would have an adverse effect on the Company´s business, financial conditions, results from operations and prospects.

 

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3.15 Non-current assets held for sale

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

When the Company is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Company will retain a non-controlling interest in its former subsidiary after the sale.

Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell.

3.16 Impairment of non financial assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest CGUs for which a reasonable and consistent allocation basis can be identified.

For goodwill and other indefinite lived intangible assets, the Company tests for impairment on an annual basis and whenever certain circumstances indicate that the carrying amount of the cash generating unit might exceed its recoverable amount.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognized immediately in consolidated net income.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior years. A reversal of an impairment loss is recognized immediately in consolidated net income. Impairment losses related to goodwill are not reversible.

For the year ended December 31, 2014, the Company recognized impairment of Ps. 145 (see Note 19). No impairment was recognized for the years ended December 31, 2013 and 2012.

 

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3.17 Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date, whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset, even if that right is not explicitly specified in an arrangement.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognized as assets of the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated statement of financial position as a finance lease obligation. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Interest expenses are recognized immediately in consolidated net income, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Company’s general policy on borrowing costs. Contingent rentals are recognized as expenses in the periods in which they are incurred. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognized as a liability. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Leasehold improvements on operating leases are amortized using the straight-line method over the shorter of either the useful life of the assets or the related lease term.

3.18 Financial liabilities and equity instruments

3.18.1 Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

3.18.2 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

 

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3.18.3 Financial liabilities

Initial recognition and measurement

Financial liabilities within the scope of IAS 39 are classified as financial liabilities at FVTPL, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognized initially at fair value less, in the case of loans and borrowings, directly attributable transaction costs.

The Company financial liabilities include trade and other payables, loans and borrowings, and derivative financial instruments, see Note 3.7.

Subsequent measurement

The measurement of financial liabilities depends on their classification as described below.

3.18.4 Loans and borrowings

After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in the consolidated income statements when the liabilities are derecognized as well as through the effective interest method amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest method. The effective interest method amortization is included in interest expense in the consolidated income statements, see Note 18.

3.18.5 Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the consolidated income statements.

3.19 Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

 

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The Company recognizes a provision for a loss contingency when it is probable (i.e., the probability that the event will occur is greater than the probability that it will not) that certain effects related to past events, would materialize and can be reasonably quantified. These events and their financial impact are also disclosed as loss contingencies in the consolidated financial statements when the risk of loss is deemed to be other than remote. The Company does not recognize an asset for a gain contingency until the gain is realized, see Note 25.

Restructuring provisions are recognized only when the recognition criteria for provisions are fulfilled. The Company has a constructive obligation when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, and an appropriate timeline. Furthermore, the employees affected must have been notified of the plan’s main features.

3.20 Post-employment and other long-term employee benefits

Post-employment and other long-term employee benefits, which are considered to be monetary items, include obligations for pension and retirement plans, seniority premiums and postretirement medical services, are all based on actuarial calculations, using the projected unit credit method.

In Mexico, the economic benefits from employee benefits and retirement pensions are granted to employees with 10 years of service and minimum age of 60. In accordance with Mexican Labor Law, the Company provides seniority premium benefits to its employees under certain circumstances. These benefits consist of a one-time payment equivalent to 12 days wages for each year of service (at the employee’s most recent salary, but not to exceed twice the legal minimum wage), payable to all employees with 15 or more years of service, as well as to certain employees terminated involuntarily prior to the vesting of their seniority premium benefit. For qualifying employees, the Company also provides certain post-employment healthcare benefits such as the medical-surgical services, pharmaceuticals and hospital.

For defined benefit retirement plans and other long-term employee benefits, such as the Company’s sponsored pension and retirement plans, seniority premiums and postretirement medical service plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each reporting period. All remeasurements of the Company’s defined benefit obligation such as actuarial gains and losses are recognized directly in other comprehensive income (“OCI”). The Company presents service costs within cost of goods sold, administrative and selling expenses in the consolidated income statements. The Company presents net interest cost within interest expense in the consolidated income statements. The projected benefit obligation recognized in the consolidated statement of financial position represents the present value of the defined benefit obligation as of the end of each reporting period. Certain subsidiaries of the Company have established plan assets for the payment of pension benefits, seniority premiums and postretirement medical services through irrevocable trusts of which the employees are named as beneficiaries, which serve to increase the funded status of such plans’ related obligations.

Costs related to compensated absences, such as vacations and vacation premiums, are recognized on an accrual basis. Cost for mandatory severance benefits are recorded as incurred.

The Company recognizes a liability and expense for termination benefits at the earlier of the following dates:

 

a) When it can no longer withdraw the offer of those benefits; or

 

b) When it recognizes costs for a restructuring that is within the scope of IAS 37 “Provisions, Contingent Liabilities and Contingent Assets,” and involves the payment of termination benefits.

 

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The Company is demonstrably committed to a termination when, and only when, the entity has a detailed formal plan for the termination and is without realistic possibility of withdrawal.

A settlement occurs when an employer enters into a transaction that eliminates all further legal of constructive obligations for part or all of the benefits provided under a defined benefit plan. A curtailment arises from an isolated event such as closing of a plant, discontinuance of an operation or termination or suspension of a plan. Gains or losses on the settlement or curtailment of a defined benefit plan are recognized when the settlement or curtailment occurs.

During 2014, the Company settled its pension plan in Brazil and consequently recognized the corresponding effects of the settlement on the results of the current period, refer to Note 16.

3.21 Revenue recognition

Sales of products are recognized as revenue upon delivery to the customer, and once all the following conditions are satisfied:

 

 

The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

 

 

The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

 

 

The amount of revenue can be measured reliably;

 

 

It is probable that the economic benefits associated with the transaction will flow to the Company; and

 

 

The costs incurred or to be incurred in respect of the transaction can be measured reliably.

All of the above conditions are typically met at the point in time that goods are delivered to the customer at the customers’ facilities. Net sales reflect units delivered at list prices reduced by promotional allowances, discounts and the amortization of the agreements with customers to obtain the rights to sell and promote the Company’s products.

Rendering of services and other

Revenue arising from services of sales of waste material and packing of raw materials are recognized in the other operating revenues caption in the consolidated income statement.

The Company recognized these transactions as revenues in accordance with the requirements established in the IAS 18 “Revenue” for delivery of goods and rendering of services, which are:

 

a) The amount of revenue can be measured reliably;

 

b) It is probable that the economic benefits associated with the transaction will flow to the entity.

Interest income

Revenue arising from the use by others of entity assets yielding interest is recognized once all the following conditions are satisfied:

 

 

The amount of the revenue can be measured reliably; and

 

 

It is probable that the economic benefits associated with the transaction will flow to the entity.

For all financial instruments measured at amortized cost and interest bearing financial assets classified as available for sale, interest income is recorded using the effective interest rate (“EIR”), which is the rate that exactly discounts the estimated future cash or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. The related interest income is included in the consolidated income statements.

 

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3.22 Administrative and selling expenses

Administrative expenses include labor costs (salaries and other benefits, including employee profit sharing “PTU”) of employees not directly involved in the sale or production of the Company’s products, as well as professional service fees, the depreciation of office facilities, amortization of capitalized information technology system implementation costs and any other similar costs.

Selling expenses include:

 

 

Distribution: labor costs (salaries and other related benefits), outbound freight costs, warehousing costs of finished products, write off of returnable bottles in the distribution process, depreciation and maintenance of trucks and other distribution facilities and equipment. For the years ended December 31, 2014, 2013 and 2012, these distribution costs amounted to Ps. 19,236, Ps. 17,971 and Ps. 16,839, respectively;

 

 

Sales: labor costs (salaries and other benefits, including PTU) and sales commissions paid to sales personnel; and

 

 

Marketing: labor costs (salaries and other benefits), promotional expenses and advertising costs.

PTU is paid by the Company’s Mexican and Venezuelan subsidiaries to its eligible employees. In Mexico, employee profit sharing is computed at the rate of 10% of the individual company taxable income, except for considering cumulative dividends received from resident legal persons in Mexico, depreciation of historical rather tax restated values, foreign exchange gains and losses, which are not included until the asset is disposed of or the liability is due and other effects of inflation are also excluded. As of January 1, 2014, PTU in Mexico will be calculated from the same taxable income for income tax, except for the following: a) neither tax losses from prior years nor the PTU paid during the year are deductible; and b) payments exempt from taxes for the employees are fully deductible in the PTU computation.

In Venezuela, employee profit sharing is computed at a rate equivalent to 15% of after tax income, and it is no more than four months of salary.

3.23 Income taxes

Income tax expense represents the sum of the tax currently payable and deferred tax. Income taxes are charged to consolidated net income as they are incurred, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

3.23.1 Current income taxes

Income taxes are recorded in the results of the year they are incurred.

3.23.2 Deferred income taxes

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized and if any, future benefits from tax loss carry forwards and certain tax credits. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from initial recognition of goodwill (no

 

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recognition of deferred tax liabilities) or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit, except in the case of Brazil, where certain goodwill amounts are at times deductible for tax purposes.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred income taxes are classified as a long-term asset or liability, regardless of when the temporary differences are expected to reverse.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

In Mexico, the income tax rate is 30% for 2012, 2013 and 2014, and as result of Mexican Tax Reform for 2014, it will remain at 30% for the following years (see Note 24).

3.24 Share-based payments arrangements

Senior executives of the Company receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments. The equity instruments are granted and then held by a trust controlled by the Company until vesting. They are accounted for as equity settled transactions. The award of equity instruments is a fixed monetary value on grant date.

Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed and recognized based on the graded vesting method over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in consolidated net income such that the cumulative expense reflects the revised estimate.

3.25 Earnings per share

The Company presents basic and diluted earnings per share (EPS) data for its shares. Basic EPS is calculated by dividing the net income attributable to controlling interest by the weighted average number of shares outstanding during the period adjusted for the weighted average of own shares purchased in the year. Diluted EPS is determined by adjusting the weighted average number of shares outstanding including the weighted average of own shares purchased in the year for the effects of all potentially dilutive securities, which comprise share rights granted to employees described above.

 

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3.26 Issuance of subsidiary stock

The Company recognizes the issuance of a subsidiary’s stock as an equity transaction. The difference between the book value of the shares issued and the amount contributed by the non-controlling interest holder or third party is recorded as additional paid-in capital.

Note 4. Mergers, Acquisitions and Disposals

4.1 Mergers and acquisitions

The Company had certain business mergers and acquisitions that were recorded using the acquisition method of accounting. The results of the acquired operations have been included in the consolidated financial statements since the date on which the Company obtained control of the business, as disclosed below. Therefore, the consolidated income statements and the consolidated statements of financial position in the years of such acquisitions are not comparable with previous periods. The consolidated statements of cash flows for the years ended December 31, 2013 and 2012 show the merged and acquired operations net of the cash related to those mergers and acquisitions. For the year ended December 31, 2014, the Company did not have any acquisitions or mergers.

While the acquired companies disclosed below, from note 4.1.1 to note 4.1.4, represent bottlers of Coca-Cola trademarked beverages, such entities were not under common ownership control prior to their acquisition.

4.1.1 Acquisition of Grupo Spaipa

On October 29, 2013, Coca-Cola FEMSA through its Brazilian subsidiary Spal Industria Brasileira de Bebidas, S.A. completed the acquisition of 100% of Grupo Spaipa. Grupo Spaipa is comprised of the bottler entity Spaipa, S.A. Industria Brasileira de Bebidas and three Holding Companies (collectively “Spaipa”) and was acquired for Ps. 26,856 in an all cash transaction. Spaipa was a bottler of Coca-Cola trademark products which operated mainly in Sao Paulo and Paraná, Brazil. This acquisition was made to reinforce Coca-Cola FEMSA’s leadership position in Brazil. Transaction related costs of Ps. 8 were expensed by the Company as incurred, and recorded as a component of administrative expenses in the accompanying consolidated income statements. Spaipa was included in operating results from November 2013.

The fair value of Grupo Spaipa’s net assets acquired is as follows:

 

     Preliminary
Estimate
Disclosed in
2013
    Additional
Fair Value
Adjustments
    2014
Final
Purchase
Price
Allocation
 

Total current assets (including cash acquired of Ps. 3,800)

   Ps.  5,918      Ps. —        Ps. 5,918   

Total non-current assets

     5,390        (300 )(1)      5,090   

Distribution rights

     13,731        (1,859     11,872   
  

 

 

   

 

 

   

 

 

 

Total assets

     25,039        (2,159     22,880   

Total liabilities

     (5,734     (1,073 )(2)      (6,807
  

 

 

   

 

 

   

 

 

 

Net assets acquired

     19,305        (3,232     16,073   
  

 

 

   

 

 

   

 

 

 

Goodwill

     7,551        3,232        10,783   
  

 

 

   

 

 

   

 

 

 

Total consideration transferred

   Ps.  26,856      Ps.  —        Ps.  26,856   
  

 

 

   

 

 

   

 

 

 

 

(1) Originated by changes in fair value of property, plant and equipment and investment in associates.

 

(2) Originated by changes in valuation of contingencies identified at acquisition date.

 

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Coca-Cola FEMSA expects to recover the amount recorded as goodwill through synergies related to the available production capacity. Goodwill has been allocated to Coca-Cola FEMSA’s cash generating unit in Brazil. The goodwill recognized and expected to be deductible for income tax purposes according to Brazil tax law, is Ps. 22,202.

Selected income statement information of Spaipa for the period from the acquisition date through December 31, 2013 is as follows:

 

Income Statement                          

   2013  

Total revenues

   Ps.  2,466   

Income before income taxes

     354   

Net income

   Ps. 311   
  

 

 

 

4.1.2 Acquisition of Companhia Fluminense de Refrigerantes

On August 22, 2013, Coca-Cola FEMSA through its Brazilian subsidiary Spal Industria Brasileira de Bebidas, S.A. completed the acquisition of 100% of Companhia Fluminense de Refrigerantes (“Companhia Fluminense”) for Ps. 4,657 in an all cash transaction. Companhia Fluminense was a bottler of Coca-Cola trademark products which operated in the states of Minas Gerais, Rio de Janeiro and Sao Paulo, Brazil. This acquisition was made to reinforce Coca-Cola FEMSA’s leadership position in Brazil. Transaction related costs of Ps. 11 were expensed by Coca-Cola FEMSA as incurred, and recorded as a component of administrative expenses in the accompanying consolidated income statements. Companhia Fluminense was included in operating results from September 2013.

The fair value of Companhia Fluminense’s net assets acquired is as follows:

 

     Preliminary
Estimate
Disclosed in
2013
    Additional
Fair Value
Adjustments
    2014
Final
Purchase
Price
Allocation
 

Total current assets (including cash acquired of Ps. 9)

   Ps.  515      Ps.  —        Ps.  515   

Total non-current assets

     1,467        254 (1)      1,721   

Distribution rights

     2,634        (557     2,077   
  

 

 

   

 

 

   

 

 

 

Total assets

     4,616        (303     4,313   

Total liabilities

     (1,581     (382 )(2)      (1,963
  

 

 

   

 

 

   

 

 

 

Net assets acquired

     3,035        (685     2,350   
  

 

 

   

 

 

   

 

 

 

Goodwill

     1,622        685        2,307   
  

 

 

   

 

 

   

 

 

 

Total consideration transferred

   Ps.  4,657      Ps.  —        Ps.  4,657   
  

 

 

   

 

 

   

 

 

 

 

(1) Originated by changes in fair value of property, plant and equipment and investment in associates.
(2) Originated by changes in valuation of contingencies identified at acquisition date.

Coca-Cola FEMSA expects to recover the amount recorded as goodwill through synergies related to the available production capacity. Goodwill has been allocated to Coca-Cola FEMSA’s cash generating unit in Brazil. The goodwill recognized and expected to be deductible for income tax purposes according to Brazil tax law is Ps. 4,581.

 

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Selected income statement information of Companhia Fluminense for the period from the acquisition date through December 31, 2013 is as follows:

 

Income Statement

   2013  

Total revenues

   Ps.  981   

Loss before taxes

     (39

Net loss

   Ps.  (34
  

 

 

 

4.1.3 Merger with Grupo YOLI

On May 24, 2013, Coca-Cola FEMSA completed the merger of 100% of Grupo Yoli. Grupo Yoli comprised the bottler entity YOLI de Acapulco, S.A. de C.V. and other nine entities. Grupo Yoli was a bottler of Coca-Cola trademark products which operated mainly in the state of Guerrero, as well as in parts of the state of Oaxaca in Mexico. This merger was made to reinforce Coca-Cola FEMSA’s leadership position in Mexico. The transaction involved the issuance of 42,377,925 new L shares of Coca-Cola FEMSA, along with a cash payment immediately prior to closing of Ps. 1,109, in exchange for 100% share ownership of Grupo YOLI, which was accomplished through a merger. The total purchase price was Ps. 9,130 based on a share price of Ps. 189.27 per share on May 24, 2013. Transaction related costs of Ps. 82 were expensed by Coca-Cola FEMSA as incurred, and recorded as a component of administrative expenses in the accompanying consolidated income statements. Grupo YOLI was included in operating results from June 2013.

The fair value of Grupo Yoli net assets acquired is as follows:

 

     2013  

Total current assets (including cash acquired of Ps. 63)

   Ps.  837   

Total non-current assets

     2,144   

Distribution rights

     3,503   
  

 

 

 

Total assets

     6,484   

Total liabilities

     (1,487
  

 

 

 

Net assets acquired

     4,997   
  

 

 

 

Goodwill

     4,133   
  

 

 

 

Total consideration transferred

   Ps. 9,130   
  

 

 

 

Coca-Cola FEMSA expects to recover the amount recorded as goodwill through synergies related to the available production capacity. Goodwill has been allocated to Coca-Cola FEMSA’s cash generating unit in Mexico. The entire amount of goodwill will not be tax deductible.

Selected income statement information of Grupo YOLI for the period from the acquisition date through December 31, 2013 is as follows:

 

Income Statement

   2013  

Total revenues

   Ps.  2,240   

Income before taxes

     70   

Net income

   Ps. 44   
  

 

 

 

 

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4.1.4 Merger with Grupo Fomento Queretano

On May 4, 2012, Coca-Cola FEMSA completed the merger of 100% of Grupo Fomento Queretano. Grupo Fomento Queretano comprised the bottler entity Refrescos Victoria del Centro, S. de R.L. de C.V. and three other entities. Grupo Fomento Queretano was a bottler of Coca-Cola trademark products in the state of Queretaro in Mexico. This merger was made to reinforce Coca-Cola FEMSA’s leadership position in Mexico. The transaction involved the issuance of 45,090,375 new L shares of Coca-Cola FEMSA, along with a cash payment prior to closing of Ps. 1,221, in exchange for 100% share ownership of Grupo Fomento Queretano, which was accomplished through a merger. The total purchase price was Ps. 7,496 based on a share price of Ps. 139.22 per share on May 4, 2012. Transaction related costs of Ps. 12 were expensed by Coca-Cola FEMSA as incurred, and recorded as a component of administrative expenses in the accompanying consolidated income statements. Grupo Fomento Queretano was included in operating results from May 2012.

The fair value of the Grupo Fomento Queretano’s net assets acquired is as follows:

 

     2012  

Total current assets (including cash acquired of Ps. 107)

   Ps.  445   

Total non-current assets

     2,123   

Distribution rights

     2,921   
  

 

 

 

Total assets

     5,489   

Total liabilities

     (598
  

 

 

 

Net assets acquired

     4,891   
  

 

 

 

Goodwill

     2,605   
  

 

 

 

Total consideration transferred

   Ps.  7,496   
  

 

 

 

Coca-Cola FEMSA expects to recover the amount recorded as goodwill through synergies related to the available production capacity. Goodwill has been allocated to Coca-Cola FEMSA’s cash generating unit in Mexico. The entire amount of goodwill will not be tax deductible.

Selected income statement information of Grupo Fomento Queretano for the period from the acquisition date through December 31, 2012 is as follows:

 

Income Statement

   2012  

Total revenues

   Ps.  2,293   

Income before taxes

     245   

Net income

   Ps. 186   
  

 

 

 

 

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4.1.5 Other acquisitions

During 2013, other cash payments, net of cash acquired, related to the Company’s smaller acquisitions amounted to Ps. 3,021. These payments were primarily related to the following: acquisition of Expresso Jundiaí, supplier of logistics services in Brazil, with experience in the service industry breakbulk logistics, warehousing and value added services. Expresso Jundiaí operated a network of 42 operating bases as of the date of the agreement, and has presence in six states in South and Southeast Brazil; acquisition of 80% of Doña Tota, brand leader in quick service restaurants in Northeast Mexico, originated in the state of Tamaulipas, Mexico, which operated 204 restaurants in Mexico and 11 in the state of Texas, United States, as of the date of the agreement. This transaction resulted in the acquisition of assets and rights for the production, processing, marketing and distribution of its fast food products, which was treated as business combination according to IFRS 3 “Business Combinations;” acquisition of Farmacias Moderna, leading pharmacy in the state of Sinaloa, Mexico which operated 100 stores in Mazatlan, Sinaloa as of the date of the agreement; and acquisition of 75% of Farmacias YZA, a leading pharmacy in Southeast Mexico, in the state of Yucatan, which operated 330 stores, as of the date of the agreement.

Unaudited Pro Forma Financial Data

The following unaudited consolidated pro forma financial data represent the Company’s historical financial statements, adjusted to give effect to (i) the acquisition of Spaipa, Companhia Fluminense and merger of Grupo Yoli, mentioned in the preceding paragraphs as if they occurred on January 1, 2013; and (ii) certain accounting adjustments mainly related to the pro forma depreciation of fixed assets of the acquired companies. Unaudited Pro Forma Financial Data for all other acquisitions is not included, as they are not material.

 

     Unaudited pro forma financial
information for the –year
ended December 31, 2013
 

Total revenues

   Ps.  270,705   

Income before income taxes and share of the profit of associates and joint ventures accounting for using the equity method

     23,814   

Net income

     20,730   

Basic net controlling interest income per share Series “B”

     0.76   

Basic net controlling interest income per share Series “D”

     0.95   
  

 

 

 

Below are pro-forma 2012 results as if Grupo Fomento Queretano was acquired on January 1, 2012:

 

     Unaudited pro forma financial
information for the –year
ended December 31, 2012
 

Total revenues

   Ps.  239,297   

Income before income taxes and share of the profit of associates and joint ventures accounting for using the equity method

     27,618   

Net income

     28,104   

Basic net controlling interest income per share Series “B”

     1.03   

Basic net controlling interest income per share Series “D”

     1.30   
  

 

 

 

 

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4.2 Disposals

During 2012, gain on sale for shares from the disposal of subsidiaries and investments of associates amounted to Ps. 1,215, primarily related to the sale of the Company’s subsidiary Industria Mexicana de Quimicos, S.A. de C.V., a manufacturer and supplier of cleaning and sanitizing products and services related to food and beverage industrial processes, as well as of water treatment, for an amount of Ps. 975. The Company recognized a gain of Ps. 871, as a sales of shares within other income, which is the difference between the fair value of the consideration received and the book value of the net assets disposed. None of the Company’s other disposals was individually significant. (See Note 19).

Note 5. Cash and Cash Equivalents

For the purposes of the statement of cash flows, cash includes cash on hand and in banks and cash equivalents, which are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, with a maturity date of three months or less at their acquisition date. Cash at the end of the reporting period as shown in the consolidated statement of cash flows is comprised of the following:

 

     December 31,
2014
     December 31,
2013
 

Cash and bank balances

   Ps.  12,654       Ps.  16,862   

Cash equivalents (see Note 3.5)

     22,843         10,397   
  

 

 

    

 

 

 
   Ps. 35,497       Ps. 27,259   
  

 

 

    

 

 

 

As explained in Note 3.3 above, the Company operates in Venezuela, which has a certain level of exchange control restrictions, which might prevent cash and cash equivalent balances from being available for use elsewhere in the group. At December 31, 2014 and 2013, cash and cash equivalent balances of the Company’s Venezuela subsidiaries were Ps. 1,954 and Ps. 5,603, respectively.

Note 6. Investments

As of December 31, 2014 and 2013 investments are classified as held-to maturity, the carrying value of the investments is similar to their fair value. The following is a detail of held-to maturity investments:

 

     2014      2013  

Held-to Maturity (1)

     

Bank Deposits

     

Acquisition cost

   Ps.  143       Ps.  125   

Accrued interest

     1         1   
  

 

 

    

 

 

 

Amortized cost

   Ps. 144       Ps. 126   
  

 

 

    

 

 

 
   Ps. 144         126   
  

 

 

    

 

 

 

 

(1) Denominated in euros at a fixed interest rate. Investments as of December 31, 2014 mature during 2015.

For the years ended December 31, 2014, 2013 and 2012, the effect of the investments in the consolidated income statements under the interest income item is Ps. 3, Ps. 3 and Ps. 23, respectively.

 

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Note 7. Accounts Receivable, Net

 

     December 31,
2014
    December 31,
2013
 

Trade receivables

   Ps.  9,083      Ps.  9,294   

Allowance for doubtful accounts

     (456     (489

Current trade customer notes receivable

     229        185   

The Coca-Cola Company (see Note 14)

     1,584        1,700   

Loans to employees

     242        275   

Other related parties (see Note 14)

     273        235   

Heineken Company (see Note 14)

     811        454   

Others

     2,076        1,144   
  

 

 

   

 

 

 
   Ps.  13,842      Ps.  12,798   
  

 

 

   

 

 

 

7.1 Trade receivables

Accounts receivable representing rights arising from sales and loans to employees or any other similar concept, are presented net of discounts and the allowance for doubtful accounts.

Coca-Cola FEMSA has accounts receivable from The Coca-Cola Company arising from the latter’s participation in advertising and promotional programs and investment in refrigeration equipment and returnable bottles made by Coca-Cola FEMSA.

The carrying value of accounts receivable approximates its fair value as of December 31, 2014 and 2013.

Aging of past due but not impaired (days outstanding)

 

     December 31,
2014
     December 31,
2013
 

60-90 days

   Ps.  65       Ps.  208   

90-120 days

     24         40   

120+ days

     182         299   
  

 

 

    

 

 

 

Total

   Ps.  271       Ps. 547   
  

 

 

    

 

 

 

7.2 Changes in the allowance for doubtful accounts

 

     2014     2013     2012  

Opening balance

   Ps.  489      Ps.  413      Ps.  343   

Allowance for the year

     94        154        330   

Charges and write-offs of uncollectible accounts

     (90     (34     (232

Restatement of beginning balance in hyperinflationary economies and effects of changes in foreign exchange rates

     (37     (44     (28
  

 

 

   

 

 

   

 

 

 

Ending balance

   Ps. 456      Ps. 489      Ps. 413   
  

 

 

   

 

 

   

 

 

 

In determining the recoverability of trade receivables, the Company considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the end of the reporting period. The concentration of credit risk is limited due to the customer base being large and unrelated.

 

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Aging of impaired trade receivables (days outstanding)

 

     December 31,
2014
     December 31,
2013
 

60-90 days

   Ps.  13       Ps.  69   

90-120 days

     10         14   

120+ days

     433         406   
  

 

 

    

 

 

 

Total

   Ps.  456       Ps.  489   
  

 

 

    

 

 

 

7.3 Payments from The Coca-Cola Company

The Coca-Cola Company participates in certain advertising and promotional programs as well as in the Coca-Cola FEMSA’s refrigeration equipment and returnable bottles investment program. Contributions received by Coca-Cola FEMSA for advertising and promotional incentives are recognized as a reduction in selling expenses and contributions received for the refrigeration equipment and returnable bottles investment program are recorded as a reduction in the investment in refrigeration equipment and returnable bottles items. For the years ended December 31, 2014, 2013 and 2012 contributions received were Ps. 4,118, Ps. 4,206 and Ps. 3,018, respectively.

Note 8. Inventories

 

     December 31,
2014
     December 31,
2013
 

Finished products

   Ps.  10,989       Ps.  10,492   

Raw materials

     3,493         4,934   

Spare parts

     1,353         1,404   

Work in process

     279         238   

Inventories in transit

     929         1,057   

Other

     171         164   
  

 

 

    

 

 

 
   Ps. 17,214       Ps. 18,289   
  

 

 

    

 

 

 

For the years ended at 2014, 2013 and 2012, the Company recognized write-downs of its inventories for Ps. 1,028, Ps. 1,322 and Ps. 793 to net realizable value, respectively.

For the years ended at 2014, 2013 and 2012, changes in inventories are comprised as follows and included in the consolidated income statement under the cost of goods sold caption:

 

     2014      2013      2012  

Changes in inventories of finished goods and work in progress

   Ps.  92,390       Ps.  76,163       Ps.  68,712   

Raw materials and consumables used

     55,038         49,740         51,033   
  

 

 

    

 

 

    

 

 

 

Total

   Ps.  147,428       Ps.  125,903       Ps.  119,745   
  

 

 

    

 

 

    

 

 

 

Note 9. Other Current Assets and Other Current Financial Assets

9.1 Other current assets

 

     December 31,
2014
     December 31,
2013
 

Prepaid expenses

   Ps.  1,375       Ps.  1,666   

Agreements with customers

     161         148   

Short-term licenses

     68         55   

Other

     184         110   
  

 

 

    

 

 

 
   Ps. 1,788       Ps. 1,979   
  

 

 

    

 

 

 

 

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Prepaid expenses as of December 31, 2014 and 2013 are as follows:

 

     December 31,
2014
     December 31,
2013
 

Advances for inventories

   Ps.  380       Ps.  478   

Advertising and promotional expenses paid in advance

     156         191   

Advances to service suppliers

     517         309   

Prepaid leases

     80         120   

Prepaid insurance

     29         33   

Others

     213         535   
  

 

 

    

 

 

 
   Ps.  1,375       Ps.  1,666   
  

 

 

    

 

 

 

Advertising and promotional expenses paid in advance recorded in the consolidated income statement for the years ended December 31, 2014, 2013 and 2012 amounted to Ps. 4,460, Ps. 6,232 and Ps. 4,471, respectively.

9.2 Other current financial assets

 

     December 31,
2014
     December 31,
2013
 

Restricted cash

   Ps. 1,213       Ps. 3,106   

Derivative financial instruments (see Note 20)

     384         28   

Short term note receivable (1)

     1,000         843   
  

 

 

    

 

 

 
   Ps.  2,597       Ps.  3,977   
  

 

 

    

 

 

 

 

(1) The carrying value approximates its fair value as of December 31, 2014 and 2013.

The Company has pledged part of its short-term deposits in order to fulfill the collateral requirements for the accounts payable in different currencies. As of December 31, 2014 and 2013, the fair value of the short-term deposit pledged were:

 

     December 31,
2014
     December 31,
2013
 

Venezuelan bolivars

   Ps.  550       Ps.  2,658   

Brazilian reais

     640         340   

Colombian pesos

     23         108   
  

 

 

    

 

 

 
   Ps.  1,213       Ps. 3,106   
  

 

 

    

 

 

 

 

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Note 10. Investments in Associates and Joint Ventures

Details of the Company’s associates and joint ventures accounted for under the equity method at the end of the reporting period are as follows:

 

Ownership Percentage

    Carrying Amount  

Investee

   Principal
Activity
   Place of
Incorporation
   December 31,
2014
    December 31,
2013
    December 31,
2014
     December 31,
2013
 

Heineken Company (1) (2)

   Beverages    The
Netherlands
     20.0     20.0     Ps. 83,710         Ps. 80,351   

Coca-Cola FEMSA:

               

Joint ventures:

               

Grupo Panameño de Bebidas

   Beverages    Panama      50.0     50.0     1,740         892   

Dispensadoras de Café, S.A.P.I. de C.V.

   Services    Mexico      50.0     50.0     190         187   

Estancia Hidromineral Itabirito, LTDA

   Bottling and
distribution
   Brazil      50.0     50.0     164         142   

Coca-Cola FEMSA Philippines, Inc. (“CCFPI”)

   Bottling    Philippines      51.0     51.0     9,021         9,398   

Associates:

               

Promotora Industrial Azucarera, S.A. de C.V. (“PIASA”)

   Sugar
production
   Mexico      36.3     36.3     2,082         2,034   

Industria Envasadora de Queretaro, S.A. de C.V.(“IEQSA”)

   Canned
bottling
   Mexico      32.8     32.8     194         181   

Industria Mexicana de Reciclaje, S.A. de C.V. (“IMER”)

   Recycling    Mexico      35.0     35.0     98         90   

Jugos del Valle, S.A.P.I. de C.V.

   Beverages    Mexico      26.3     26.2     1,470         1,470   

KSP Partiçipações, LTDA

   Beverages    Brazil      38.7     38.7     91         85   

Leao Alimentos e Bebidas, LTDA (3)

   Beverages    Brazil      24.4     26.1     1,670         2,176   

Other investments in Coca Cola FEMSA’s companies

   Various    Various      Various        Various        606         112   

FEMSA Comercio:

               

Café del Pacifico, S.A.P.I. de C.V.
(Caffenio)
(1)

   Coffee    Mexico      40.0     40.0     467         466   

Other investments (1) (4)

   Various    Various      Various        Various        656         746   
            

 

 

    

 

 

 
               Ps. 102,159         Ps. 98,330   
            

 

 

    

 

 

 

 

(1) Associate.
(2) As of December 31, 2014, comprised of 12.53% of Heineken, N.V. and 14.94% of Heineken Holding, N.V., which represents an economic interest of 20% in Heineken. The Company has significant influence, mainly, due to the fact that it participates in the Board of Directors of Heineken Holding, N.V. and the Supervisory Board of Heineken N.V.; and for the material transactions between the Company and Heineken Company.
(3) During March 2013, Holdfab2 Partiçipações Societárias, LTDA and SABB-Sistema de Alimentos e Bebidas Do Brasil, LTDA. were merged into Leao Alimentos e Bebidas, Ltda.
(4) Joint ventures.

As mentioned in Note 4, on May 24, 2013 and May 4, 2012, Coca-Cola FEMSA completed the acquisition of 100% of Grupo Yoli and Grupo Fomento Queretano, respectively. As part of these acquisitions, Coca-Cola FEMSA increased its equity interest to 36.3% and 26.1% in Promotora Industrial Azucarera, S.A de C.V., respectively. Coca-Cola FEMSA has recorded the incremental interest acquired at its estimated fair value.

During 2014 Coca-Cola FEMSA converted its account receivable from Compañía Panameña de Bebidas, S.A.P.I. de C.V. in the amount of Ps. 814 into an additional capital contribution in the investee.

 

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During 2014 and 2013 Coca-Cola FEMSA made capital contributions to Jugos del Valle, S.A.P.I. de C.V. in the amount of Ps. 25 and Ps. 27, respectively.

During 2014 Coca-Cola FEMSA received dividends from Jugos del Valle, S.A.P.I. de C.V, Estancia Hidromineral Itabirito, Ltda; and Fountain Agual Mineral Ltda., in the amount of Ps. 48, Ps. 50 and Ps. 50, respectively.

On January 25, 2013, Coca-Cola FEMSA finalized the acquisition of 51% of CCFPI for an amount of $688.5 U.S. dollars (Ps. 8,904) in an all-cash transaction. As part of the agreement, Coca-Cola FEMSA obtained a call option to acquire the remaining 49% of CCFPI at any time during the seven years following the closing. Coca-Cola FEMSA also has a put option to sell its 51% ownership to The Coca-Cola Company at any time from the fifth anniversary of the date of acquisition until the sixth anniversary, at a price which is based in part on the fair value of CCFPI at the date of acquisition (see Note 20.7).

From the date of the investment acquisition through December 31, 2014, the results of CCFPI have been recognized by Coca-Cola FEMSA using the equity method, this is based on the following factors: (i) during the initial four-year period some relevant activities require joint approval between Coca-Cola FEMSA and The Coca-Cola Company; and (ii) potential voting rights to acquire the remaining 49% of CCFPI are not probable to be executed in the foreseeable future due to the fact that the call option is “out of the money” as of December 31, 2014 and 2013.

On February 23, 2012, a wholly-owned subsidiary of Mitsubishi Corporation, and Stichting Depositary PGGM Infrastructure Funds, a pension fund managed by PGGM, acquired the 45% interest held by FEMSA in the parent companies of the Mareña Renovables Wind Power Farm. The sale of FEMSA’s participation as an investor resulted in a gain of Ps. 933. Certain subsidiaries of FEMSA, FEMSA Comercio and Coca-Cola FEMSA have entered into 20-year wind power supply agreements with the Mareña Renovables Wind Power Farm to purchase some of the energy output produced by it. These agreements will remain in full force and effect.

On April 30, 2010, the Company acquired an economic interest of 20% of Heineken Group. Heineken’s main activities are the production, distribution and marketing of beer worldwide. The Company recognized an equity income of Ps. 5,244, Ps. 4,587 and Ps. 8,311, net of taxes regarding its interest in Heineken for the years ended December 31, 2014, 2013 and 2012, respectively.

Summarized financial information in respect of the associate Heineken accounted for under the equity method is set out below.

 

     December 31, 2014      December 31, 2013  
     Million of      Million of  
     Peso      Euro      Peso     Euro  

Total current assets

     Ps. 109,101       .   6,086         Ps.   98,814      .   5,495   

Total non-current assets

     515,282         28,744         500,667        27,842   

Total current liabilities

     152,950         8,532         143,913        8,003   

Total non-current liabilities

     230,285         12,846         233,376        12,978   

Total equity

     241,148         13,452         222,192        12,356   

Equity attributable to equity holders of Heineken

     222,453         12,409         205,038        11,402   

Total revenue and other income

     Ps. 342,313       . 19,350         Ps. 333,437      . 19,429   

Total cost and expenses

     293,134         16,570         289,605        16,875   

Net income

     Ps.   30,216       .   1,708         Ps.   27,236      .   1,587   

Net income attributable to equity holders of the company

     26,819         1,516         23,409        1,364   

Other comprehensive income

     4,210         238         (18,998     (1,107

Total comprehensive income

     Ps.   34,426       .   1,946         Ps.     8,238      .      480   

Total comprehensive income attributable to equity holders of the company

     29,826         1,686         5,766        336   
  

 

 

    

 

 

    

 

 

   

 

 

 

 

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Table of Contents

Reconciliation from the equity of the associate Heineken to the investment of the Company.

 

     December 31, 2014     December 31, 2013  
     Million of     Million of  
     Peso     Euro     Peso     Euro  

Equity attributable to equity holders of Heineken

     Ps. 222,453      . 12,409        Ps. 205,038      . 11,402   

Effects of fair value determined by Purchase Price Allocation

     88,537        4,939        88,822        4,939   

Goodwill

     107,560        6,000        107,895        6,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Equity attributable to equity holders of Heineken adjusted

     Ps. 418,550      . 23,348        Ps. 401,755      . 22,341   

Economic ownership percentage

     20     20     20     20
  

 

 

   

 

 

   

 

 

   

 

 

 

Investment in Heineken Company

     Ps.   83,710      .   4,670        Ps.   80,351      .   4,468   
  

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2014 and 2013 fair value of Company’s investment in Heineken N.V. Holding and Heineken N.V. represented by shares equivalent to 20% of its outstanding shares amounted to Ps. 116,327 (€ 6,489 million) and Ps. 99,279 (€ 5,521 million) based on quoted market prices of those dates. As of April 17, 2015, fair value amounted to € 8,150 million.

During the years ended December 31, 2014, 2013 and 2012, the Company received dividends distributions from Heineken, amounting to Ps. 1,795, Ps. 1,752 and Ps. 1,697, respectively.

Summarized financial information in respect of the interests in individually immaterial of Coca-Cola FEMSA’s associates accounted for under the equity method is set out below.

 

     2014      2013      2012  

Total current assets

     Ps.   8,622         Ps.   8,232         Ps.   6,958   

Total non-current assets

     17,854         18,957         12,023   

Total current liabilities

     5,612         4,080         3,363   

Total non-current liabilities

     2,684         3,575         2,352   

Total revenue

     Ps. 20,796         Ps. 20,889         Ps. 16,609   

Total cost and expenses

     20,173         20,581         15,514   

Net income (1)

     502         433         858   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes FEMSA Comercio’s investments and other investments.

 

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Table of Contents

Summarized financial information in respect of the interests in individually immaterial of Coca-Cola FEMSA’s joint ventures accounted for under the equity method is set out below.

 

     2014     2013      2012  

Total current assets

     Ps.   8,735        Ps.   8,622         Ps. 1,612   

Total non-current assets

     22,689        18,483         2,616   

Total current liabilities

     5,901        6,547         1,977   

Total non-current liabilities

     2,699        1,939         106   

Total revenue

     Ps. 18,557        Ps. 16,844         Ps. 2,187   

Total cost and expenses

     19,019        16,622         2,262   

Net (loss) income (1)

     (328     113         (77
  

 

 

   

 

 

    

 

 

 

 

(1) Includes FEMSA Comercio’s investments and other investments.

The Company’s share of other comprehensive income from equity investees, net of taxes for the year ended December 31, 2014, 2013 and 2012 are as follows:

 

     2014     2013     2012  

Valuation of the effective portion of derivative financial instruments

     Ps. (257)        Ps.      (91)        Ps.    113   

Exchange differences on translating foreign operations

     1,579        (3,029     183   

Remeasurements of the net defined benefit liability

     (881     491        (1,077
  

 

 

   

 

 

   

 

 

 
     Ps.    441        Ps. (2,629)        Ps. (781)   
  

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Note 11. Property, Plant and Equipment, Net

 

Cost    Land     Buildings     Machinery
and
Equipment
    Refrigeration
Equipment
    Returnable
Bottles
    Investments
in Fixed
Assets in
Progress
    Leasehold
Improvements
    Other     Total  

Cost as of January 1, 2012

     Ps. 5,144        Ps. 13,066        Ps. 40,624        Ps. 10,636        Ps. 4,115        Ps. 4,102        Ps. 8,273        Ps. 595        Ps. 86,555   

Additions

     329        415        4,607        1,176        1,434        6,511        186        186        14,844   

Additions from business combinations

     206        390        486        84        18        —          —          —          1,184   

Adjustments of fair value of past business combinations

     57        312        (462     (39     (77     —          (1     —          (210

Transfer of completed projects in progress

     137        339        1,721        901        765        (5,183     1,320        —          —     

Transfer to/(from) assets classified as held for sale

     —          —          (34     —          —          —          —          —          (34

Disposals

     (82     (131     (963     (591     (324     (14     (100     (69     (2,274

Effects of changes in foreign exchange rates

     (107     (485     (2,051     (451     (134     (28     (60     (41     (3,357

Changes in value on the recognition of inflation effects

     85        471        1,138        275        17        (31     —          83        2,038   

Capitalization of borrowing costs

     —          —          16        —          —          —          —          —          16   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost as of December 31, 2012

     Ps. 5,769        Ps. 14,377        Ps. 45,082        Ps. 11,991        Ps. 5,814        Ps. 5,357        Ps. 9,618        Ps. 754        Ps. 98,762   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Cost    Land     Buildings     Machinery
and
Equipment
    Refrigeration
Equipment
    Returnable
Bottles
    Investments
in Fixed
Assets in
Progress
    Leasehold
Improvements
    Other     Total  

Cost as of January 1, 2013

     Ps. 5,769        Ps. 14,377        Ps. 45,082        Ps. 11,991        Ps. 5,814        Ps. 5,357        Ps. 9,618        Ps. 754        Ps. 98,762   

Additions

     433        167        4,648        1,107        1,435        8,238        11        341        16,380   

Additions from business combinations

     536        2,278        2,814        428        96        614        36        264        7,066   

Transfer of completed projects in progress

     389        1,158        992        1,144        785        (6,296     1,828        —          —     

Transfer to/(from) assets classified as held for sale

     —          —          (216     —          —          —          —          —          (216

Disposals

     (11     (291     (2,049     (749     (324     (748     (697     (15     (4,884

Effects of changes in foreign exchange rates

     (250     (1,336     (3,678     (1,135     (466     (291     (103     (55     (7,314

Changes in value on the recognition of inflation effects

     228        1,191        2,252        603        46        165        —          277        4,762   

Capitalization of borrowing costs

     —          —          32        —          —          —          —          —          32   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost as of December 31, 2013

     Ps. 7,094        Ps. 17,544        Ps. 49,877        Ps. 13,389        Ps. 7,386        Ps. 7,039        Ps. 10,693        Ps. 1,566        Ps. 114,588   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Cost                                                       

Cost as of January 1, 2014

     Ps. 7,094        Ps. 17,544        Ps. 49,877        Ps. 13,389        Ps. 7,386        Ps. 7,039        Ps. 10,693        Ps. 1,566        Ps. 114,588   

Additions

     803        54        4,156        32        398        11,209        99        234        16,985   

Changes in fair value of past acquisitions

     (115     (610     891        (57     —          (68     99        (253     (113

Transfer of completed projects in progress

     —          1,717        2,823        1,523        1,994        (10,050     1,990        3        —     

Transfer to/(from) assets classified as held for sale

     —          —          (134     —          —          —          —          —          (134

Disposals

     (17     (144     (2,243     (632     (60     (5     (587     (79     (3,767

Effects of changes in foreign exchange rates

     (664     (3,125     (5,415     (1,975     (323     (545     (44     (506     (12,597

Changes in value on the recognition of inflation effects

     110        355        531        186        7        29        —          110        1,328   

Capitalization of borrowing costs

     —          —          33        —          —          263        —          —          296   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost as of December 31, 2014

     Ps. 7,211        Ps. 15,791        Ps. 50,519        Ps. 12,466        Ps. 9,402        Ps. 7,872        Ps. 12,250        Ps. 1,075        Ps. 116,586   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
Accumulated Depreciation    Land      Buildings     Machinery
and
Equipment
    Refrigeration
Equipment
    Returnable
Bottles
    Investments
in Fixed
Assets in
Progress
     Leasehold
Improvements
    Other     Total  

Accumulated Depreciation as of January 1, 2012

     Ps. —           Ps. (4,161)        Ps. (17,849)        Ps. (6,044)        Ps. (1,031)        Ps. —           Ps. (2,699)        Ps. (208)        Ps. (31,992)   

Depreciation for the year

     —           (361     (3,781     (1,173     (1,149     —           (639     (72     (7,175

Transfer (to)/from assets classified as held for sale

     —           1        10        —          —          —           —          (26     (15)   

Disposals

     —           158        951        492        200        —           94        1        1,896   

Effects of changes in foreign exchange rates

     —           200        749        303        (5     —           68        (5     1,310   

Changes in value on the recognition of inflation effects

     —           (288     (641     (200     (3     —           —          (5     (1,137
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Accumulated Depreciation as of December 31, 2012

     Ps. —           Ps. (4,451)        Ps. (20,561)        Ps. (6,622)        Ps. (1,988)        Ps. —           Ps. (3,176)        Ps. (315)        Ps. (37,113)   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 
Accumulated Depreciation                                                         

Accumulated Depreciation as of January 1, 2013

     Ps. —           Ps. (4,451)        Ps. (20,561)        Ps. (6,622)        Ps. (1,988)        Ps. —           Ps. (3,176)        Ps. (315)        Ps. (37,113)   

Depreciation for the year

     —           (431     (4,380     (1,452     (1,662     —           (784     (96     (8,805

Transfer (to)/from assets classified as held for sale

     —           —          105        —          —          —           —          —          105   

Disposals

     —           200        1,992        785        33        —           682        6        3,698   

Effects of changes in foreign exchange rates

     —           591        2,061        755        143        —           8        73        3,631   

Changes in value on the recognition of inflation effects

     —           (583     (996     (442     (6     —           —          (122     (2,149
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Accumulated Depreciation as of December 31, 2013

     Ps. —           Ps. (4,674)        Ps. (21,779)        Ps. (6,976)        Ps. (3,480)        Ps. —         Ps. (3,270)        Ps. (454)        Ps. (40,633)   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 
Accumulated Depreciation                                                         

Accumulated Depreciation as of January 1, 2014

     Ps. —           Ps. (4,674)        Ps. (21,779)        Ps. (6,976)        Ps. (3,480)        Ps. —           Ps. (3,270)        Ps. (454)        Ps. (40,633)   

Depreciation for the year

     —           (466     (4,525     (1,181     (1,879     —           (863     (115     (9,029

Transfer (to)/from assets classified as held for sale

     —           —          62        —          —          —           —          —          62   

Disposals

     —           77        2,086        602        57        —           517        1        3,340   

Effects of changes in foreign exchange rates

     —           1,512        3,481        1,046        105        —           2        236        6,382   

Changes in value on the recognition of inflation effects

     —           (175     (707     (135     (8     —           —          (54     (1,079
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Accumulated Depreciation as of December 31, 2014

     Ps. —           Ps. (3,726)        Ps. (21,382)        Ps. (6,644)        Ps. (5,205)        Ps. —           Ps. (3,614)        Ps. (386)        Ps. (40,957)   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Carrying Amount

  Land     Buildings     Machinery
and
Equipment
    Refrigeration
Equipment
    Returnable
Bottles
    Investments
in Fixed
Assets in
Progress
    Leasehold
Improvements
    Other     Total  

As of December 31, 2012

    Ps. 5,769        Ps . 9,926        Ps. 24,521        Ps. 5,369        Ps. 3,826        Ps. 5,357        Ps. 6,442        Ps. 439        Ps. 61,649   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2013

    Ps. 7,094        Ps. 12,870        Ps. 28,098        Ps. 6,413        Ps. 3,906        Ps. 7,039        Ps. 7,423        Ps. 1,112        Ps. 73,955   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2014

    Ps. 7,211        Ps. 12,065        Ps. 29,137        Ps. 5,822        Ps. 4,197        Ps. 7,872        Ps. 8,636        Ps. 689        Ps. 75,629   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

During the years ended December 31, 2014, 2013 and 2012 the Company capitalized Ps. 296, Ps. 32 and Ps. 16, respectively of borrowing costs in relation to Ps. 1,915, Ps. 790 and Ps. 196 in qualifying assets. The effective interest rates used to determine the amount of borrowing costs eligible for capitalization were 4.8%, 4.1% and 4.3%, respectively.

For the years ended December 31, 2014, 2013 and 2012 interest expense, interest income and net foreign exchange losses are analyzed as follows:

 

      2014      2013      2012  

Interest expense, interest income and foreign exchange losses

     Ps. 7,080         Ps. 3,887         Ps. 1,937   

Amount capitalized (1)

     338         57         38   
  

 

 

    

 

 

    

 

 

 

Net amount in consolidated income statements

     Ps. 6,742         Ps. 3,830         Ps. 1,899   
  

 

 

    

 

 

    

 

 

 

 

(1) Amount capitalized in property, plant and equipment and amortized intangible assets. Commitments related to acquisitions of property, plant and equipment are disclosed in Note 25.

 

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Table of Contents

Note 12. Intangible Assets

 

Cost

   Rights to
Produce and
Distribute
Coca-Cola
Trademark
Products
    Goodwill     Other
Indefinite
Lived
Intangible
Assets
    Total
Unamortized
Intangible
Assets
    Technology
Costs and
Management
Systems
    Systems in
Development
    Alcohol
Licenses
    Other     Total
Amortized
Intangible
Assets
    Total
Intangible
Assets
 

Cost as of January 1, 2012

     Ps. 54,938        Ps. 4,515        Ps. 395        Ps. 59,848        Ps. 2,373        Ps. 1,431        Ps. 560        Ps. 281        Ps. 4,645        Ps. 64,493   

Purchases

     —          —          6        6        35        90        166        106        397        403   

Acquisition from business combinations

     2,973        2,605        —          5,578        —          —          —          —          —          5,578   

Capitalization of internally developed systems

     —          —          —          —          —          38        —          —          38        38   

Adjustments of fair value of past business combinations

     (42     (148     —          (190     —          —          —          —          —          (190

Transfer of completed development systems

     —          —          —          —          559        (559     —          —          —          —     

Disposals

     —          —          (62     (62     (7     —          —          —          (7     (69

Effect of movements in exchange rates

     (478     —          —          (478     (97     (3     —          (3     (103     (581

Changes in value on the recognition of inflation effects

     (121     —          —          (121     —          —          —          —          —          (121

Capitalization of borrowing costs

     —          —          —          —          —          22        —          —          22        22   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2012

     Ps. 57,270        Ps. 6,972        Ps. 339        Ps. 64,581        Ps. 2,863        Ps. 1,019        Ps. 726        Ps. 384        Ps. 4,992        Ps. 69,573   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost as of January 1, 2013

     Ps. 57,270        Ps. 6,972        Ps. 339        Ps. 64,581        Ps. 2,863        Ps. 1,019        Ps. 726        Ps. 384        Ps. 4,992        Ps. 69,573   

Purchases

     —          —          —          —          164        644        179        123        1,110        1,110   

Acquisition from business combinations

     19,868        14,692        1,621        36,181        70        —          —          196        266        36,447   

Transfer of completed development systems

     —          —          —          —          172        (172     —          —          —          —     

Disposals

     —          —          (163     (163     —          —          (46     —          (46     (209

Effect of movements in exchange rates

     (1,828     (356     (10     (2,194     (75     —          —          (13     (88     (2,282

Changes in value on the recognition of inflation effects

     417        —          —          417        —          113        —          —          113        530   

Capitalization of borrowing costs

     —          —          —          —          25        —          —          —          25        25   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost as of December 31, 2013

     Ps. 75,727        Ps. 21,308        Ps. 1,787        Ps. 98,822        Ps. 3,219        Ps. 1,604        Ps. 859        Ps. 690        Ps. 6,372        Ps. 105,194   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Cost

   Rights to
Produce and
Distribute
Coca-Cola
Trademark
Products
    Goodwill     Other
Indefinite
Lived
Intangible
Assets
    Total
Unamortized
Intangible
Assets
    Technology
Costs and
Management
Systems
    Systems in
Development
    Alcohol
Licenses
    Other     Total
Amortized
Intangible
Assets
    Total
Intangible
Assets
 

Cost as of January 1, 2014

     Ps. 75,727        Ps. 21,308        Ps. 1,787        Ps. 98,822        Ps. 3,219        Ps. 1,604        Ps. 859        Ps. 690        Ps. 6,372        Ps. 105,194   

Purchases

     —          —          13        13        227        229        168        44        668        681   

Change in fair value of past acquisitions

     (2,416     4,117        (205     1,496        —          —          —          (17     (17     1,479   

Transfer of completed development systems

     —          —          —          —          278        (278     —          —          —          —     

Disposals

     —          —          (8     (8     (387     —          —          (33     (420     (428

Effect of movements in exchange rates

     (5,343     (251     (10     (5,604     (152     (1     —          (13     (166     (5,770

Changes in value on the recognition of inflation effects

     2,295        —          —          2,295        (2     —          —          —          (2     2,293   

Capitalization of borrowing costs

     —          —          —          —          42        —          —          —          42        42   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost as of December 31, 2014

     Ps. 70,263        Ps. 25,174        Ps. 1,577        Ps. 97,014        Ps. 3,225        Ps. 1,554        Ps. 1,027        Ps. 671        Ps. 6,477        Ps. 103,491   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amortization and
Impairment
Losses

                                                            

Amortization as of January 1, 2012

     Ps. —          Ps. —          Ps. (103     Ps. (103     Ps. (1,116     Ps. —          Ps. (114     Ps. (130     Ps. (1,360     Ps. (1,463

Amortization expense

     —          —          —          —          (202     —          (36     (66     (304     (304

Disposals

     —          —          —          —          25        —          —          —          25        25   

Effect of movements in exchange rates

     —          —          —          —          65        —          —          (3     62        62   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amortization as of December 31, 2012

     Ps. —          Ps. —          Ps. (103     Ps. (103     Ps. (1,228     Ps. —          Ps. (150     Ps. (199     Ps. (1,577     Ps. (1,680
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amortization as of January 1, 2013

     Ps. —          Ps. —          Ps. (103     Ps. (103     Ps. (1,228     Ps. —          Ps. (150     Ps. (199     Ps. (1,577     Ps. (1,680

Amortization expense

     —          —          —            (271     —          (73     (72     (416     (416

Disposals

     —          —          103        103        2        —          46        —          48        151   

Effect of movements in exchange rates

     —          —          —            35        —          —          9        44        44   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amortization as of December 31, 2013

     Ps. —          Ps. —          Ps. —          Ps. —          Ps. (1,462     Ps. —          Ps. (177     Ps. (262     Ps. (1,901     Ps. (1,901
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amortization and
impairment losses

                                                            

Amortization as of January 1, 2014

     Ps. —          Ps. —          Ps. —          Ps. —          Ps. (1,462     Ps. —          Ps. (177     Ps. (262     Ps. (1,901     Ps. (1,901)   

Amortization expense

     —          —          —          —          (268     —          (58     (97     (423     (423)   

Impairment losses

     —          —          (36     (36     —          —          —          —          —          (36)   

Disposals

     —          —          —          —          387        —          —          —          387        387   

Effect of movements in exchange rates

     —          —          —          —          —          —          —          9        9        9   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amortization as of December 31, 2014

     Ps. —          Ps. —          Ps. (36     Ps. (36     Ps. (1,343     Ps. —          Ps. (235     Ps. (350     Ps. (1,928     Ps. (1,964)   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Carrying Amount

                                                            

As of December 31, 2012

     Ps. 57,270        Ps. 6,972        Ps. 236        Ps. 64,478        Ps. 1,635        Ps. 1,019        Ps. 576        Ps. 185       Ps. 3,415        Ps. 67,893   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2013

     Ps. 75,727        Ps. 21,308        Ps. 1,787        Ps. 98,822        Ps. 1,757        Ps. 1,604        Ps. 682        Ps. 428        Ps. 4,471        Ps. 103,293   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2014

     Ps. 70,263        Ps. 25,174        Ps. 1,541        Ps. 96,978        Ps. 1,882        Ps. 1,554        Ps. 792        Ps. 321        Ps. 4,549        Ps. 101,527   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

During the years ended December 31, 2014, 2013 and 2012 the Company capitalized Ps. 42, Ps. 25 and Ps. 22, respectively of borrowing costs in relation to Ps. 600, Ps. 630 and Ps. 674 in qualifying assets, respectively. The effective interest rates used to determine the amount of borrowing costs eligible for capitalization were 4.2%, 4.1% and 4.3%, respectively.

For the years ended 2014, 2013 and 2012, allocation for amortization expense is as follows:

 

     2014      2013      2012  

Cost of goods sold

     Ps. 12         Ps. 10         Ps. 3   

Administrative expenses

     156         249         204   

Selling expenses

     255         157         97   
  

 

 

    

 

 

    

 

 

 
     Ps. 423         Ps. 416         Ps. 304   
  

 

 

    

 

 

    

 

 

 

The average remaining period for the Company’s intangible assets that are subject to amortization is as follows:

 

     Years  

Technology Costs and Management Systems

     7   

Alcohol Licenses

     9   

Coca-Cola FEMSA Impairment Tests for Cash-Generating Units Containing Goodwill and Distribution Rights

For the purpose of impairment testing, goodwill and distribution rights are allocated and monitored on an individual country basis, which is considered to be the CGU.

The aggregate carrying amounts of goodwill and distribution rights allocated to each CGU are as follows:

 

     December 31,
2014
     December 31,
2013
 

Mexico

     Ps. 55,137         Ps. 55,126   

Guatemala

     352         303   

Nicaragua

     418         390   

Costa Rica

     1,188         1,134   

Panama

     884         785   

Colombia

     5,344         5,895   

Venezuela

     823         3,508   

Brazil

     29,622         28,405   

Argentina

     88         103   
  

 

 

    

 

 

 

Total

     Ps. 93,856         Ps. 95,649   
  

 

 

    

 

 

 

Goodwill and distribution rights are tested for impairments annually. The recoverable amounts of the CGUs are based on value-in-use calculations. Value in use was determined by discounting the future cash flows generated from the continuing use of the CGU.

The foregoing forecasts could differ from the results obtained over time; however, Coca-Cola FEMSA prepares its estimates based on the current situation of each of the CGUs.

 

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Table of Contents

The recoverable amounts are based on value in use. The value in use of CGUs is determined based on the method of discounted cash flows. The key assumptions used in projecting cash flows are: volume, expected annual long-term inflation, and the weighted average cost of capital (“WACC”) used to discount the projected flows.

To determine the discount rate, Coca-Cola FEMSA uses the WACC as determined for each of the cash generating units in real terms and as described in following paragraphs.

The estimated discount rates to perform the IAS 36 “Impairment of assets”, impairment test for each CGU consider market participants’ assumptions. Market participants were selected taking into consideration the size, operations and characteristics of the business that are similar to those of Coca-Cola FEMSA.

The discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of Coca-Cola FEMSA and its operating segments and is derived from its WACC. The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on investment by Company’s investors. The cost of debt is based on the interest bearing borrowings Coca-Cola FEMSA is obliged to service. Segment-specific risk is incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly available market data.

Market participant assumptions are important because, not only do they include industry data for growth rates, management also assesses how the CGU’s position, relative to its competitors, might change over the forecasted period.

The key assumptions used for the value-in-use calculations are as follows:

 

   

Cash flows were projected based on actual operating results and the five-year business plan. Cash flows for a further five-year were forecasted maintaining the same stable growth and margins per country of the last year base. Coca-Cola FEMSA believes that this forecasted period is justified due to the non-current nature of the business and past experiences.

 

   

Cash flows after the first ten-year period were extrapolated using a perpetual growth rate equal to the expected annual population growth, in order to calculate the terminal recoverable amount.

 

   

A per CGU-specific Weighted Average Cost of Capital (“WACC”) was applied as a hurdle rate to discount cash flows to get the recoverable amount of the units; the calculation assumes, size premium adjusting.

The key assumptions by CGU for impairment test as of December 31, 2014 were as follows:

 

CGU    Pre-tax
WACC
    Post-tax
WACC
    Expected Annual Long-
Term
Inflation 2015-2024
    Expected Volume Growth
Rates 2015-2024
 

Mexico

     5.5     5.0     3.5     2.3

Colombia

     6.4     5.9     3.0     5.3

Venezuela

     12.9     12.3     51.1     3.9

Costa Rica

     7.7     7.6     4.7     2.7

Guatemala

     10.0     9.4     5.0     4.3

Nicaragua

     12.7     12.2     6.0     2.7

Panama

     7.6     7.2     3.8     4.1

Argentina

     9.9     9.3     22.3     2.5

Brazil

     6.2     5.6     6.0     3.8
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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The key assumptions by CGU for impairment test as of December 31, 2013 were as follows:

 

CGU

   Pre-tax
WACC
    Post-tax
WACC
    Expected Annual Long-
Term
Inflation 2014-2024
    Expected Volume Growth
Rates 2014-2024
 

Mexico

     5.7     5.1     3.9     1.3

Colombia

     6.6     6.0     3.0     5.0

Venezuela

     11.5     10.8     32.2     2.5

Costa Rica

     7.5     7.2     5.0     2.4

Guatemala

     10.4     9.7     5.2     5.2

Nicaragua

     13.1     12.5     6.3     4.1

Panama

     7.7     7.1     4.2     5.7

Argentina

     11.6     10.9     11.1     3.8

Brazil

     6.6     5.9     6.0     4.4
  

 

 

   

 

 

   

 

 

   

 

 

 

The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on both external sources and internal sources (historical data). Coca-Cola FEMSA consistently applied its methodology to determine CGU specific WACC’s to perform its annual impairment testing.

Sensitivity to Changes in Assumptions

At December 31, 2014 Coca-Cola FEMSA performed an additional impairment sensitivity calculation, taking into account an adverse change in post-tax WACC, according to the country risk premium, using for each country the relative standard deviation between equity and sovereign bonds and an additional sensitivity to the volume of 100 basis points, except for Costa Rica and concluded that no impairment would be recorded.

 

CGU

   Change in WACC     Change in Volume
Growth CAGR (1)
    Effect on Valuation  

Mexico

     +1.5     -1.0     Passes by 6.62x   

Colombia

     +0.6     -1.0     Passes by 6.17x   

Venezuela

     +5.8     -1.0     Passes by 8.94x   

Costa Rica

     +2.2     -0.6     Passes by 1.78x   

Guatemala

     +1.9     -1.0     Passes by 4.67x   

Nicaragua

     +3.6     -1.0     Passes by 1.77x   

Panama

     +1.9     -1.0     Passes by 7.00x   

Argentina

     +3.5     -1.0     Passes by 65.61x   

Brazil

     +2.0     -1.0     Passes by 1.86x   
  

 

 

   

 

 

   

 

 

 

 

(1) Compound Annual Growth Rate (CAGR).

 

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Note 13. Other Assets, Net and Other Financial Assets

13.1 Other assets, net

 

      December 31,
2014
     December 31,
2013
 

Agreement with customers, net

     Ps. 239         Ps. 314   

Long term prepaid advertising expenses

     87         102   

Guarantee deposits (1)

     1,400         1,147   

Prepaid bonuses

     92         116   

Advances to acquire property, plant and equipment

     988         866   

Recoverable taxes

     1,329         185   

Others

     782         770   
  

 

 

    

 

 

 
     Ps. 4,917         Ps. 3,500   
  

 

 

    

 

 

 

 

(1) As it is customary in Brazil, the Company is required to collaterize tax, legal and labor contingencies by guarantee deposits (see Note 25.7).

13.2 Other financial assets

 

      December 31,
2014
     December 31,
2013
 

Non-current accounts receivable

     Ps.155         Ps. 1,120   

Derivative financial instruments (see Note 20)

     6,299         1,472   

Other non-current financial assets

     97         161   
  

 

 

    

 

 

 
     Ps. 6,551         Ps. 2,753   
  

 

 

    

 

 

 

As of December 31, 2014 and 2013, the fair value of long term accounts receivable amounted to Ps. 69 and Ps. 1,142, respectively. The fair value is calculated based on the discounted value of contractual cash flows whereby the discount rate is estimated using rates currently offered for receivable of similar amounts and maturities, which is considered to be level 2 in the fair value hierarchy.

Note 14. Balances and Transactions with Related Parties and Affiliated Companies

Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.

The consolidated statements of financial positions and consolidated income statements include the following balances and transactions with related parties and affiliated companies:

 

     December 31,
2014
     December 31,
2013
 

Balances

     

Due from The Coca-Cola Company (see Note 7) (1)(9)

     Ps. 1,584         Ps. 1,700   

Balance with BBVA Bancomer, S.A. de C.V. (2)

     4,083         2,357   

Balance with Grupo Financiero Banorte, S.A. de C.V. (2)

     3,653         817   

Instituto Tecnológico y de Estudios Superiores de Monterrey, A.C. (3)

     126         171   

Due from Heineken Company (1)(7)

     811         454   

Due from Grupo Estrella Azul (3)

     59         —     

Due from Compañía Panameña de Bebidas, S.A.P.I de C.V. (3)(8)

     —           893   

Other receivables (1)(4)

     1,209         924   
  

 

 

    

 

 

 

Due to The Coca-Cola Company (6)(9)

     Ps. 4,343         Ps. 5,562   

Due to BBVA Bancomer, S.A. de C.V. (5)

     149         1,080   

Due to Caffenio (6)(7)

     111         7   

Due to Grupo Financiero Banamex, S.A. de C.V. (5)

     —           1,962   

Due to British American Tobacco Mexico (6)

     —           280   

Due to Heineken Company (6)(7)

     2,408         2,339   

Other payables (6)

     1,206         605   

 

(1) Presented within accounts receivable.
(2) Presented within cash and cash equivalents.
(3) Presented within other financial assets.
(4) Presented within other current financial assets.
(5) Recorded within bank loans.
(6) Recorded within accounts payable.
(7) Associates.
(8) Joint venture.
(9) Non controlling interest.

 

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Balances due from related parties are considered to be recoverable. Accordingly, for the years ended December 31, 2014 and 2013, there was no expense resulting from the uncollectibility of balances due from related parties.

 

Transactions

   2014      2013      2012  

Income:

        

Services to Heineken Company (1)

     Ps. 3,544         Ps. 2,412         Ps. 2,979   

Logistic services to Grupo Industrial Saltillo, S.A. de C.V. (3)

     313         287         242   

Sales of Grupo Inmobiliario San Agustin, S.A. shares to Instituto Tecnologico y de Estudios Superiores de Monterrey, A.C. (3)

     —           —           391   

Logistic services to Jugos del Valle (1)

     513         471         431   

Other revenues from related parties

     670         399         341   
  

 

 

    

 

 

    

 

 

 

Expenses:

        

Purchase of concentrate from The Coca-Cola Company (2)

     Ps. 28,084         Ps. 25,985         Ps. 23,886   

Purchases of raw material and beer from Heineken Company (1)

     15,133         11,865         11,013   

Purchase of coffee from Caffenio (1)

     1,404         1,383         342   

Purchase of baked goods and snacks from Grupo Bimbo, S.A.B. de C.V. (3)

     3,674         2,860         2,394   

Purchase of cigarettes from British American Tobacco Mexico (3)

     —           2,460         2,342   

Advertisement expense paid to The Coca-Cola Company (2)(4)

     1,167         1,291         1,052   

Purchase of juices from Jugos del Valle, S.A.P.I. de C.V. (1)

     2,592         2,628         1,985   

Purchase of sugar from Promotora Industrial Azucarera, S.A. de C.V. (1)

     1,020         956         423   

Interest expense and fees paid to BBVA Bancomer, S.A. de C.V. (3)

     99         77         205   

Purchase of sugar from Beta San Miguel (3)

     1,389         1,557         1,439   

Purchase of sugar, cans and aluminum lids from Promotora Mexicana de Embotelladores, S.A. de C.V. (3)

     567         670         711   

Purchase of canned products from IEQSA (1)

     591         615         483   

Advertising paid to Grupo Televisa, S.A.B. (3)

     158         92         124   

Interest expense paid to Grupo Financiero Banamex, S.A. de C.V. (3)

     2         19         —     

Insurance premiums for policies with Grupo Nacional Provincial, S.A.B. (3)

     140         67         57   

Donations to Instituto Tecnológico y de Estudios Superiores de Monterrey, A.C. (3)

     42         78         109   

Donations to Fundación FEMSA, A.C. (3)

     —           27         864   

Purchase of plastic bottles from Embotelladora del Atlántico, S.A. (formerly Complejo Industrial Pet, S.A.) (3)

     174         124         99   

Donations to Difusión y Fomento Cultural, A.C. (3)

     73         —           29   

Interest expense paid to The Coca-Cola Company (2)

     4         60         24   

Other expenses with related parties

     321         299         389   

 

(1) Associates.
(2) Non controlling interest.
(3) Members of the board of directors in FEMSA participate in board of directors of this entity.
(4) Net of the contributions from The Coca-Cola Company of Ps. 4,118, Ps. 4,206 and Ps. 3,018, for the years ended in 2014, 2013 and 2012, respectively.

 

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Also as disclosed in Note 10, during January 2013, Coca-Cola FEMSA purchased its 51% interest in CCFPI from The Coca-Cola Company. The remainder of CCFPI is owned by The Coca-Cola Company and Coca-Cola FEMSA has currently outstanding certain call and put options related to CCFPI’s equity interests.

Commitments with related parties

 

Related Party

   Commitment     

Conditions

Heineken Company

     Supply       Supply of all beer products in Mexico’s OXXO stores. The contract may be renewed for five years or additional periods. At the end of the contract OXXO will not hold exclusive contract with another supplier of beer for the next 3 years. Commitment term, Jan 1st, 2010 to Jun 30, 2020.

The benefits and aggregate compensation paid to executive officers and senior management of the Company were as follows:

 

        2014        2013        2012  

Short-term employee benefits paid

       Ps. 964           Ps. 1,268           Ps. 1,022   

Postemployment benefits

       45           37           37   

Termination benefits

       114           25           13   

Share based payments

       283           306           275   

Note 15. Balances and Transactions in Foreign Currencies

Assets, liabilities and transactions denominated in foreign currencies are those realized in a currency different than the functional currency of the Company. As of the end and for the years ended on December 31, 2014, 2013 and 2012, assets, liabilities and transactions denominated in foreign currencies, expressed in Mexican pesos (contractual amounts) are as follows:

 

      Assets      Liabilities  
Balances    Short-Term      Long-Term      Short-Term      Long- Term  

As of December 31, 2014

           

U.S. dollars

     Ps. 5,890         Ps. 989         Ps. 7,218         Ps. 66,140   

Euros

     32         —           27         —     

Other currencies

     27         1,214         50         31   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     Ps. 5,949         Ps. 2,203         Ps. 7,295         Ps. 66,171   
  

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2013

        

U.S. dollars

     Ps. 5,340         Ps. 969         Ps. 6,061         Ps. 53,929   

Euros

     333         —           152         —     

Other currencies

     —           186         251         115   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     Ps. 5,673         Ps. 1,155         Ps. 6,464         Ps. 54,044   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Transactions

   Revenues      Disposal
Shares
     Other
Revenues
     Purchases of
Raw
Materials
     Interest
Expense
     Consulting
Fees
     Assets
Acquisitions
     Other  

For the year ended
December 31, 2014

                       

U.S. dollars

     Ps. 2,817         Ps. —           Ps. 641         Ps. 15,006         Ps. 1,669         Ps. 14         Ps. 478         Ps. 2,068   

Euros

     7         —           —           80         15         —           5         13   

Other currencies

     178         —           —           10         —           —           —           4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     Ps. 3,002         Ps. —           Ps. 641         Ps. 15,096         Ps. 1,684         Ps. 14         Ps. 483         Ps. 2,085   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

For the year ended
December 31, 2013

                       

U.S. dollars

     Ps. 2,013         Ps. —           Ps. 605         Ps. 15,017         Ps. 435         Ps. 11         Ps. 80         Ps. 1,348   

Euros

     1         —           3         55         9         —           2         15   

Other currencies

     —           —           —           —           —           —           —           3   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     Ps. 2,014         Ps. —           Ps. 608         Ps. 15,072         Ps. 444         Ps. 11         Ps. 82         Ps. 1,366   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

For the year ended
December 31, 2012

                       

U.S. dollars

     Ps. 1,631         Ps. 1,127         Ps. 717         Ps. 12,016         Ps. 380         Ps. 13         Ps. 154         Ps. 1,585   

Euros

     —           —           —           —           —           —           32         10   

Other currencies

     —           —           —           —           —           —           —           68   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     Ps. 1,631         Ps. 1,127         Ps. 717         Ps. 12,016         Ps. 380         Ps. 13         Ps. 186         Ps. 1,663   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Mexican peso exchange rates effective at the dates of the consolidated statements of financial position and at the issuance date of the Company’s consolidated financial statements were as follows:

 

     December 31,      April 17,  
     2014      2013      2015  

US dollar

     14.7180         13.0765         15.3891   

Euro

     17.9182         18.0079         16.5669   
  

 

 

    

 

 

    

 

 

 

 

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Note 16. Post-Employment and Other Long-Term Employee Benefits

The Company has various labor liabilities for employee benefits in connection with pension, seniority and post-retirement medical benefits. Benefits vary depending upon the country where the individual employees are located. Presented below is a discussion of the Company’s labor liabilities in Mexico and Venezuela, which comprise the substantial majority of those recorded in the consolidated financial statements.

During 2014, Coca-Cola FEMSA settled its pension plan in Brazil and consequently Coca-Cola FEMSA recognized the corresponding effects of the settlement as disclosed below.

16.1 Assumptions

The Company annually evaluates the reasonableness of the assumptions used in its labor liability for post-employment and other non-current employee benefits computations.

Actuarial calculations for pension and retirement plans, seniority premiums and post-retirement medical benefits, as well as the associated cost for the period, were determined using the following long-term assumptions for non-hyperinflationary Mexico and Brazil:

 

Mexico

   December 31,
2014
    December 31,
2013
    December 31,
2012
 

Financial:

      

Discount rate used to calculate the defined benefit obligation

     7.00     7.50     7.10

Salary increase

     4.50     4.79     4.79

Future pension increases

     3.50     3.50     3.50

Healthcare cost increase rate

     5.10     5.10     5.10

Biometric:

      

Mortality (1)

     EMSSA 2009        EMSSA 82-89        EMSSA 82-89   

Disability (2)

     IMSS - 97        IMSS - 97        IMSS - 97   

Normal retirement age

     60 years        60 years        60 years   

Employee turnover table (3)

     BMAR 2007        BMAR 2007        BMAR 2007   

Measurement date December:

 

(1) EMSSA. Mexican Experience of social security. Updated due to lower mortality rates.
(2) IMSS. Mexican Experience of Instituto Mexicano del Seguro Social.
(3) BMAR. Actuary experience.

 

Brazil

   December 31,
2014
    December 31,
2013
    December 31,
2012
 

Financial:

      

Discount rate used to calculate the defined benefit obligation

     12.00     10.70     9.30

Salary increase

     7.20     6.80     5.00

Future pension increases

     6.20     5.80     4.00

Biometric:

      

Mortality (1)(2)

     EMSSA 2009        UP84        UP84   

Disability (3)

     IMSS - 97        IMSS - 97        IMSS - 97   

Normal retirement age

     65 years        65 years        65 years   

Employee turnover table

     Brazil (4)      Brazil (4)      Brazil (4) 

Measurement date December:

 

(1) EMSSA. Mexican Experience of social security. Updated due to lower mortality rates.
(2) UP84. Unisex mortality table.
(3) IMSS. Mexican Experience of Instituto Mexicano del Seguro Social.
(4) Rest of employee turnover bases on the experience of the Company’s subsidiary in Brazil.

 

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Venezuela is a hyper-inflationary economy. The actuarial calculations for post-employment benefit (termination indemnity), as well as the associated cost for the period, were determined using the following long-term assumptions which are “real” assumptions (excluding inflation):

 

Venezuela

   December 31,
2014
    December 31,
2013
    December 31,
2012
 

Financial:

      

Discount rate used to calculate the defined benefit obligation

     1.00     1.00     1.50

Salary increase

     1.00     1.00     1.50

Biometric:

      

Mortality (1)

     EMSSA 2009        EMSSA 82-89        EMSSA 82-89   

Disability (2)

     IMSS - 97        IMSS - 97        IMSS - 97   

Normal retirement age

     65 years        65 years        65 years   

Employee turnover table (3)

     BMAR 2007        BMAR 2007        BMAR 2007   

Measurement date December:

 

(1) EMSSA. Mexican Experience of social security. Updated due to lower mortality rates.
(2) IMSS. Mexican Experience of Instituto Mexicano del Seguro Social.
(3) BMAR. Actuary experience.

In Mexico the methodology used to determine the discount rate was the Yield or Internal Rate of Return (“IRR”) which involves a yield curve. In this case, the expected rates of each period were taken from a yield curve of Mexican Federal Government Treasury Bond (known as CETES in Mexico).

In order to valuate the plan and the effects of the settlement in Brazil the methodology used to determine the discount rate was the Yield or Internal Rate of Return (“IRR”) which involves a yield curve. In this case, the expected rates of each period were taken from a yield curve of fixed long term bonds of Federal Republic of Brazil.

In Venezuela the methodology used to determine the discount rate started with reference to the interest rate of bonds of similar denomination issued by the Republic of Venezuela, with subsequent consideration of other economic assumptions appropriate for hyper-inflationary economy. Ultimately, the discount rates disclosed in the table above are calculated in real terms (without inflation).

In Mexico upon retirement, the Company purchases an annuity for the employee, which will be paid according to the option chosen by the employee.

Based on these assumptions, the amounts of benefits expected to be paid out in the following years are as follows:

 

     Pension and
Retirement Plans
     Seniority
Premiums
     Post
Retirement
Medical
Services
     Post-
employment
(Venezuela)
     Total  

2015

     Ps. 549         Ps. 52         Ps. 14         Ps. 7         Ps. 622   

2016

     192         41         31         8         272   

2017

     202         43         31         9         285   

2018

     210         43         32         9         294   

2019

     183         45         33         10         271   

2020 to 2024

     1,064         273         245         75         1,657   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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16.2 Balances of the liabilities for post-employment and other long-term employee benefits

 

     December 31,
2014
     December 31,
2013
 

Pension and Retirement Plans:

     

Defined benefit obligation

     Ps. 5,270         Ps. 4,866   

Pension plan funds at fair value

     (2,015      (2,230
  

 

 

    

 

 

 

Net defined benefit liability

     3,255         2,636   

Effect due to asset ceiling

     —           94   
  

 

 

    

 

 

 

Net defined benefit liability after asset ceiling

     Ps. 3,255         Ps. 2,730   
  

 

 

    

 

 

 

Seniority Premiums:

     

Defined benefit obligation

     Ps. 563         Ps. 475   

Seniority premium plan funds at fair value

     (87      (90
  

 

 

    

 

 

 

Net defined benefit liability

     Ps. 476         Ps. 385   
  

 

 

    

 

 

 

Postretirement Medical Services:

     

Defined benefit obligation

     Ps. 338         Ps. 267   

Medical services funds at fair value

     (56      (51
  

 

 

    

 

 

 

Net defined benefit liability

     Ps. 282         Ps. 216   
  

 

 

    

 

 

 

Post-employment:

     

Defined benefit obligation

     Ps. 194         Ps. 743   

Post-employment plan funds at fair value

     —           —     
  

 

 

    

 

 

 

Net defined benefit liability

     Ps. 194         Ps. 743   
  

 

 

    

 

 

 

Total post-employment and other long-term employee benefits

     Ps. 4,207         Ps. 4,074   
  

 

 

    

 

 

 

As of December 2013, the net defined benefit liability of the pension and retirement plan includes an asset generated in Brazil (the following information is included in the consolidated information of the tables above), which is as follows:

 

     December 31,
2013
 

Defined benefit obligation

     Ps. 313   

Pension plan funds at fair value

     (498
  

 

 

 

Net defined benefit asset

     (185

Effect due to asset ceiling

     94   
  

 

 

 

Net defined benefit asset after asset ceiling

     Ps. (91
  

 

 

 

16.3 Trust assets

Trust assets consist of fixed and variable return financial instruments recorded at market value, which are invested as follows:

 

Type of Instrument

   December 31,
2014
    December 31,
2013
 

Fixed return:

    

Traded securities

     19     15

Bank instruments

     8     6

Federal government instruments of the respective countries

     57     57

Variable return:

    

Publicly traded shares

     16     22
  

 

 

   

 

 

 
     100     100
  

 

 

   

 

 

 

 

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In Mexico, the regulatory framework for pension plans is established in the Income Tax Law and its Regulations, the Federal Labor Law and the Mexican Social Security Institute Law. None of these laws establish minimum funding levels or a minimum required level of contributions.

At December 31, 2013, in Brazil, the regulatory framework for pension plans is established by the Brazilian Social Security Institute (INSS), which indicates that the contributions must be made by the Company and the workers. There are not minimum funding requirements of contributions in Brazil neither contractual nor given.

In Venezuela, the regulatory framework for post-employment benefits is established by the Organic Labor Law for Workers (LOTTT). The organic nature of this law means that its purpose is to defend constitutional rights, and therefore has precedence over other laws.

In Mexico, the Income Tax Law requires that, in the case of private plans, certain notifications must be submitted to the authorities and a certain level of instruments must be invested in Federal Government securities among others.

The Company’s various pension plans have a technical committee that is responsible for verifying the correct operation of the plan with regard to the payment of benefits, actuarial valuations of the plan, and supervise the trustee. The committee is responsible for determining the investment portfolio and the types of instruments the fund will be invested in. This technical committee is also responsible for reviewing the correct operation of the plans in all of the countries in which the Company has these benefits.

The risks related to the Company’s employee benefit plans are primarily attributable to the plan assets. The Company’s plan assets are invested in a diversified portfolio, which considers the term of the plan so as to invest in assets whose expected return coincides with the estimated future payments.

Since the Mexican Tax Law limits the plan asset investment to 10% for related parties, this risk is not considered to be significant for purposes of the Company’s Mexican subsidiaries.

In Mexico, the Company’s policy is to invest at least 30% of the fund assets in Mexican Federal Government instruments. Guidelines for the target portfolio have been established for the remaining percentage and investment decisions are made to comply with these guidelines insofar as the market conditions and available funds allow.

At December 31, 2013, in Brazil, the investment target is to obtain the consumer price index (inflation), plus six percent. Investment decisions are made to comply with this guideline insofar as the market conditions and available funds allow.

On May 7, 2012, the President of Venezuela amended the Organic Law for Workers (LOTTT), which establishes a minimum level of social welfare benefits to which workers have a right when their labor relationship ends for whatever reason. This benefit is computed based on the last salary received by the worker and retroactive to June 19, 1997 for any employee who joined the Company prior to that date. For employees who joined the Company after June 19, 1997, the benefit is computed based on the date on which the employee joined the Company. An actuarial computation must be performed using the projected unit credit method to determine the amount of the labor obligations that arise. As a result of the initial calculation, there was an amount for Ps. 381 included in the other expenses caption in the consolidated income statement reflecting past service costs during the year ended December 31, 2012 (See Note 19).

 

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In Mexico, the amounts and types of securities of the Company in related parties included in portfolio fund are as follows:

 

     December 31,
2014
     December 31,
2013
 

Debt:

     

Cementos Mexicanos. S.A.B. de C.V.

   Ps.      7       Ps.      —     

Grupo Televisa, S.A.B. de C.V.

     45         3   

Grupo Financiero Banorte, S.A.B. de C.V.

     12         —     

El Puerto de Liverpool, S.A.B. de C.V.

     5         5   

Grupo Industrial Bimbo, S. A. B. de C. V.

     3         3   

Grupo Financiero Banamex, S.A.B. de C.V.

     —           22   

Teléfonos de México, S.A. de C.V.

     —           4   

Capital:

     

Fomento Económico Mexicano, S.A.B. de C.V.

     96         85   

Coca-Cola FEMSA, S.A,B. de C.V.

     12         19   

Grupo Televisa, S.A.B. de C.V.

     —           3   

Alfa, S.A.B. de C.V.

     8         4   

Grupo Aeroportuario del Sureste, S.A.B. de C.V.

     —           1   

Grupo Industrial Bimbo, S.A.B. de C.V.

     —           1   

The Coca-Cola Company

     11         —     

Gentera

     7         —     

At December 31, 2013, in Brazil, the amounts and types of securities of the Company in related parties included in plan assets are as follows:

 

     December 31,
2013
 

Brazil Portfolio

      

Debt:

  

HSBC—Sociedad de inversión Atuarial INPC (Brazil)

     Ps. 383   

Capital:

  

HSBC—Sociedad de inversión Atuarial INPC (Brazil)

     114   

During the years ended December 31, 2014 and 2013, the Company did not make significant contributions to the plan assets and does not expect to make material contributions to the plan assets during the following fiscal year.

 

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16.4 Amounts recognized in the consolidated income statements and the consolidated statement of comprehensive income

 

     Income Statement      OCI (2)  

December 31, 2014

   Current
Service
Cost
     Past Service
Cost
     Gain or Loss
on Settlement
     Net Interest
on the Net
Defined
Benefit
Liability (1)
     Remeasurements
of the Net
Defined
Benefit
Liability
 

Pension and retirement plans

     Ps. 221         Ps. 54         Ps. (193)         Ps. 279         Ps. 998   

Seniority premiums

     75         9         (27)         28         76   

Postretirement medical services

     10         —           —           16         74   

Post-employment Venezuela

     24         —           —           18         99   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     Ps. 330         Ps. 63         Ps. (220)         Ps. 341         Ps. 1,247   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2013

                                  

Pension and retirement plans

     Ps. 220         Ps. 12         Ps. (7)         Ps. 164         Ps. 470   

Seniority premiums

     55         —           —           22         44   

Postretirement medical services

     11         —           —           15         14   

Post-employment Venezuela

     48         —           —           67         312   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     Ps. 334         Ps. 12         Ps. (7)         Ps. 268         Ps. 840   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2012

                                  

Pension and retirement plans

     Ps. 185         Ps. —           Ps. 1         Ps. 136         Ps. 499   

Seniority premiums

     42         —           —           17         38   

Postretirement medical services

     8         —           —           14         25   

Post-employment Venezuela

     48         381         —           63         71   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     Ps. 283         Ps. 381         Ps. 1         Ps. 230         Ps. 633   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Interest due to asset ceiling amounted to Ps. 8 and Ps. 11 in 2013 and 2012, respectively.
(2) Amounts accumulated in other comprehensive income as of the end of the period.

For the years ended December 31, 2014, 2013 and 2012, current service cost of Ps. 330, Ps. 334 and Ps. 283 has been included in the consolidated income statement as cost of goods sold, administration and selling expenses.

Remeasurements of the net defined benefit liability recognized in other comprehensive income are as follows:

 

      December 31,
2014
    December 31,
2013
    December 31,
2012
 

Amount accumulated in other comprehensive income as of the beginning of the period, net of tax

     Ps. 585        Ps. 469        Ps. 190   

Actuarial losses arising from exchange rates

     (173     (26     (13

Remeasurements during the year, net of tax

     318        251        20   

Actuarial gains arising from changes in demographic assumptions

     41        —          —     

Actuarial gains and (losses) arising from changes in financial assumptions

     171        (109     281   

Changes in the effect of limiting a net defined benefit asset to the asset ceiling

     —          —          (9
  

 

 

   

 

 

   

 

 

 

Amount accumulated in other comprehensive income as of the end of the period, net of tax

     Ps. 942        Ps. 585        Ps. 469   
  

 

 

   

 

 

   

 

 

 

Remeasurements of the net defined benefit liability include the following:

 

   

The return on plan assets, excluding amounts included in interest expense.

 

   

Actuarial gains and losses arising from changes in demographic assumptions.

 

   

Actuarial gains and losses arising from changes in financial assumptions.

 

   

Changes in the effect of limiting a net defined benefit asset to the asset ceiling, excluding amounts included in interest expense.

 

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16.5 Changes in the balance of the defined benefit obligation for post-employment

 

      December 31,
2014
    December 31,
2013
    December 31,
2012
 

Pension and Retirement Plans:

      

Initial balance

     Ps. 4,866        Ps. 4,495        Ps. 3,972   

Current service cost

     221        220        185   

Past service cost

     54        —          —     

Interest expense

     353        311        288   

Settlement

     (482     (7     1   

Remeasurements of the net defined benefit obligation

     378        (143     238   

Foreign exchange (gain) loss

     42        (60     (67

Benefits paid

     (162     (152     (154

Plan amendments

     —          28        —     

Acquisitions

     —          174        32   
  

 

 

   

 

 

   

 

 

 

Ending balance

     Ps. 5,270        Ps. 4,866        Ps. 4,495   
  

 

 

   

 

 

   

 

 

 

Seniority Premiums:

      

Initial balance

     Ps. 475        Ps. 324        Ps. 241   

Current service cost

     75        55        42   

Past service cost

     9        —          —     

Interest expense

     33        24        19   

Curtailment

     (27     —          (2

Remeasurements of the net defined benefit obligation

     29        2        33   

Benefits paid

     (37     (36     (23

Acquisitions

     6        106        14   
  

 

 

   

 

 

   

 

 

 

Ending balance

     Ps. 563        Ps. 475        Ps. 324   
  

 

 

   

 

 

   

 

 

 

Postretirement Medical Services:

      

Initial balance

     Ps. 267        Ps. 267        Ps. 235   

Current service cost

     10        11        8   

Interest expense

     20        17        17   

Remeasurements of the net defined benefit obligation

     60        (11     25   

Benefits paid

     (19     (17     (18
  

 

 

   

 

 

   

 

 

 

Ending balance

     Ps. 338        Ps. 267        Ps. 267   
  

 

 

   

 

 

   

 

 

 

Post-employment:

      

Initial balance

     Ps. 743        Ps. 594        Ps. —     

Current service cost

     24        48        48   

Past service cost

     —          —          381   

Interest expense

     18        67        63   

Remeasurements of the net defined benefit obligation

     54        238        108   

Foreign exchange (gain) loss

     (638     (187     —     

Benefits paid

     (7     (17     (6
  

 

 

   

 

 

   

 

 

 

Ending balance

     Ps. 194        Ps. 743        Ps. 594   
  

 

 

   

 

 

   

 

 

 

 

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16.6 Changes in the balance of plan assets

 

     December 31,
2014
     December 31,
2013
     December 31,
2012
 

Total Plan Assets:

        

Initial balance

     Ps. 2,371         Ps. 2,110         Ps. 1,991   

Actual return on trust assets

     133         29         145   

Foreign exchange (gain) loss

     (8      (73      (91

Life annuities

     197         88         29   

Benefits paid

     —           —           (12

Acquisitions

     —           201         48   

Plan amendments

     —           16         —     

Effect due to settlement

     (535      —           —     
  

 

 

    

 

 

    

 

 

 

Ending balance

     Ps. 2,158         Ps. 2,371         Ps. 2,110   
  

 

 

    

 

 

    

 

 

 

As a result of the Company’s investments in life annuities plan, management does not expect it will need to make material contributions to plan assets in order to meet its future obligations.

16.7 Variation in assumptions

The Company decided that the relevant actuarial assumptions that are subject to sensitivity and valuated through the projected unit credit method, are the discount rate, the salary increase rate and healthcare cost increase rate. The reasons for choosing these assumptions are as follows:

 

   

Discount rate: The rate that determines the value of the obligations over time.

 

   

Salary increase rate: The rate that considers the salary increase which implies an increase in the benefit payable.

 

   

Healthcare cost increase rate: The rate that considers the trends of health care costs which implies an impact on the postretirement medical service obligations and the cost for the year.

 

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The following table presents the amount of defined benefit plan expense and OCI impact in absolute terms of a variation of 0.5% in the assumptions on the net defined benefit liability associated with the Company’s defined benefit plans. The sensitivity of this 0.5% on the significant actuarial assumptions is based on a projected long-term discount rates to Mexico and a yield curve projections of long-term sovereign bonds:

 

+0.5%:

   Income Statement      OCI  

Discount rate used to calculate the

defined benefit obligation and the

net interest on the net defined

benefit liability

   Current
Service Cost
     Past
Service Cost
     Gain or
Loss on
Settlement
    Net Interest on
the Net
Defined
Benefit
Liability
(Asset)
     Remeasurements
of the Net
Defined

Benefit
Liability (Asset)
 

Pension and retirement plans

     Ps. 209         Ps. 52         Ps. (95     Ps. 192         Ps. 545   

Seniority premiums

     71         8         (25     29         36   

Postretirement medical services

     10         —           —          16         35   

Post-employment

     22         —           —          17         85   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total

     Ps. 312         Ps. 60         Ps. (120     Ps. 254         Ps. 701   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Expected salary increase

                                 

Pension and retirement plans

     Ps. 231         Ps. 56         Ps. (111     Ps. 206         Ps. 1,083   

Seniority premiums

     78         9         (28     30         93   

Postretirement medical services

     10         —           —          16         74   

Post-employment

     27         —           —          19         124   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total

     Ps. 346         Ps. 65         Ps. (139     Ps. 271         Ps. 1,374   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Assumed rate of increase in healthcare costs

                                 

Postretirement medical services

     Ps. 11         Ps. —           Ps. —          Ps. 17         Ps. 88   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

-0.5%:

             

Discount rate used to calculate the

defined benefit obligation and the

net interest on the net defined

benefit liability

                                 

Pension and retirement plans

     Ps. 234         Ps. 57         Ps. (108     Ps. 198         Ps. 1,070   

Seniority premiums

     79         9         (29     29         113   

Postretirement medical services

     11         —           —          16         87   

Post-employment

     26         —           —          19         117   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total

     Ps. 350         Ps. 66         Ps. (137     Ps. 262         Ps. 1,387   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Expected salary increase

                                 

Pension and retirement plans

     Ps. 210         Ps. 53         Ps. (99     Ps. 183         Ps. 547   

Seniority premiums

     73         8         (27     27         69   

Postretirement medical services

     10         —           —          16         74   

Post-employment

     22         —           —          15         79   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total

     Ps. 315         Ps. 61         Ps. (126     Ps. 241         Ps. 769   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Assumed rate of increase in healthcare costs

                                 

Postretirement medical services

     Ps. 10         Ps. —           Ps. —          Ps. 15         Ps. 34   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

16.8 Employee benefits expense

For the years ended December 31, 2014, 2013 and 2012, employee benefits expenses recognized in the consolidated income statements are as follows:

 

     2014      2013      2012  

Wages and salaries

     Ps. 35,659         Ps. 36,995         Ps. 31,561   

Social security costs

     5,872         5,741         3,874   

Employee profit sharing

     1,138         1,936         1,650   

Post employment benefits

     514         607         514   

Post employment benefits recognized in other expenses (Note 19)

     —           —           381   

Share-based payments

     283         306         275   

Termination benefits

     431         480         541   
  

 

 

    

 

 

    

 

 

 
     Ps. 43,897         Ps. 46,065         Ps. 38,796   
  

 

 

    

 

 

    

 

 

 

 

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Note 17. Bonus Programs

17.1 Quantitative and qualitative objectives

The bonus program for executives is based on complying with certain goals established annually by management, which include quantitative and qualitative objectives, and special projects.

The quantitative objectives represent approximately 50% of the bonus, and are based on the Economic Value Added (“EVA”) methodology. The objective established for the executives at each entity is based on a combination of the EVA generated per entity and the EVA generated by the Company, calculated at approximately 70% and 30%, respectively. The qualitative objectives and special projects represent the remaining 50% of the annual bonus and are based on the critical success factors established at the beginning of the year for each executive.

The bonus amount is determined based on each eligible participant’s level of responsibility and based on the EVA generated by the applicable business unit the employee works for. This formula is established by considering the level of responsibility within the organization, the employees’ evaluation and competitive compensation in the market. The bonus is granted to the eligible employee on an annual basis and after withholding applicable taxes.

17.2 Share-based payment bonus plan

The Company has implemented a stock incentive plan for the benefit of its senior executives. As discussed above, this plan uses as its main evaluation metric the Economic Value Added, or EVA. Under the EVA stock incentive plan, eligible employees are entitled to receive a special annual bonus (fixed amount), to be paid in shares of FEMSA or Coca-Cola FEMSA, as applicable or stock options (the plan considers providing stock options to employees; however, since inception only shares of FEMSA or Coca-Cola FEMSA have been granted).

The plan is managed by FEMSA’s chief executive officer (CEO), with the support of the board of directors, together with the CEO of the respective sub-holding company. FEMSA’s Board of Directors is responsible for approving the plan’s structure, and the annual amount of the bonus. Each year, FEMSA’s CEO in conjunction with the Evaluation and Compensation Committee of the board of directors and the CEO of the respective sub-holding company determine the employees eligible to participate in the plan and the bonus formula to determine the number of shares to be received, which vest ratably over a six year period. On such date, the Company and the eligible employee agree to the share-based payment arrangement, being when it and the counterparty have a shared understanding of the terms and conditions of the arrangement. FEMSA accounts for its share-based payment bonus plan as an equity-settled share based payment transaction as it will ultimately settle its obligations with its employees by issuing its own shares or those of its subsidiary Coca-Cola FEMSA.

The Company contributes the individual employee’s special bonus (after taxes) in cash to the Administrative Trust (which is controlled and consolidated by FEMSA), who then uses the funds to purchase FEMSA or Coca-Cola FEMSA shares (as instructed by the Administrative Trust’s Technical Committee), which are then allocated to such employee. The Administrative Trust tracks the individual employees’ account balance. FEMSA created the Administrative Trust with the objective of administering the purchase of FEMSA and Coca-Cola FEMSA shares by each of its subsidiaries with eligible executives participating in the stock incentive plan. The Administrative Trust’s objectives are to acquire FEMSA shares, or shares of Coca-Cola FEMSA and to manage the shares granted to the individual employees based on instructions set forth by the Technical Committee. Once the shares are acquired following the Technical Committee’s instructions, the Administrative Trust assigns to each participant their respective rights. As the trust is controlled and therefore consolidated by FEMSA, shares purchased in the market and held within the Administrative Trust are presented as treasury stock (as it relates to FEMSA’s shares) or as a reduction of the noncontrolling interest (as it relates to Coca-Cola FEMSA’s shares) in the consolidated statement of changes in equity, on the line issuance (repurchase) of shares associated with share-based payment plans. Should an employee leave prior to their shares vesting, they would lose the rights to such shares, which would then remain within the Administrative Trust and be able to be reallocated to other eligible employees as determined by the Company. The incentive plan target is expressed in months of salary, and the final amount payable is computed based on a percentage of compliance with the goals established every year. For the years ended December 31, 2014, 2013 and 2012, the compensation expense recorded in the consolidated income statement amounted to Ps. 283, Ps. 306 and Ps. 275, respectively.

 

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All shares held in the Administrative Trust are considered outstanding for diluted earnings per share purposes and dividends on shares held by the trust are charged to retained earnings.

As of December 31, 2014 and 2013, the number of shares held by the trust associated with the Company’s share based payment plans is as follows:

 

     Number of Shares  
     FEMSA UBD     KOFL  
     2014     2013     2014     2013  

Beginning balance

     7,001,428        8,416,027        1,780,064        2,421,876   

Shares acquired by the Administrative Trust to employees

     517,855        2,285,948        330,730        407,487   

Shares released from Administrative trust to employees upon vesting

     (2,755,528     (3,700,547     (812,261     (1,049,299

Forfeitures

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

     4,763,755        7,001,428        1,298,533        1,780,064   
  

 

 

   

 

 

   

 

 

   

 

 

 

The fair value of the shares held by the trust as of the end of December 31, 2014 and 2013 was Ps. 788 and Ps. 1,166, respectively, based on quoted market prices of those dates.

 

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Note 18. Bank Loans and Notes Payables

 

     At December 31, (1)     2020 and     Carrying
Value at
December 31,
    Fair Value at
December 31,
     Carrying
Value at
December 31,
 

(in millions of Mexican pesos)

   2015     2016     2017     2018     2019     Thereafter     2014     2014      2013(1)  

Short-term debt:

                   

Fixed rate debt:

                   

Argentine pesos

                   

Bank loans

     Ps. 301        Ps. —          Ps. —          Ps. —          Ps. —          Ps. —          Ps. 301        Ps. 304         Ps. 495   

Interest rate

     30.9     —          —          —          —          —          30.9        25.4

Variable rate debt:

                   

Brazilian Reais

                   

Bank loans

     148        —          —          —          —          —          148        148         34   

Interest rate

     12.6     —          —          —          —          —          12.6        9.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Total short-term debt

     Ps. 449        Ps. —          Ps. —          Ps. —          Ps. —          Ps. —          Ps. 449        Ps. 452         Ps. 529   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Long-term debt:

                   

Fixed rate debt:

                   

U.S. dollars

                   

Senior notes

     Ps. —          Ps. —          Ps. —          Ps. 14,668        Ps. —          Ps. 29,225        Ps. 43,893        Ps. 46,924         Ps. 34,272   

Interest rate

     —          —          —          2.4     —          4.5     3.8        3.7

Senior note (FEMSA USD 2023)

     —          —          —          —          —          4,308        4,308        4,117         3,736   

Interest rate

     —          —          —          —          —          2.9     2.9        2.9

Senior note (FEMSA USD 2043)

     —          —          —          —          —          9,900        9,900        9,594         8,377   

Interest rate

     —          —          —          —          —          4.4     4.4        4.4

Bank loans

     30        —          —          —          —          —          30        30         123   

Interest rate

     3.9     —          —          —          —          —          3.9        3.8

Mexican pesos

                   

Units of investment (UDIs)

     —          —          3,599        —          —          —          3,599        3,599         3,630   

Interest rate

     —          —          4.2     —          —          —          4.2        4.2

Domestic senior notes

     —          —          —          —          —          9,988        9,988        9,677         9,987   

Interest rate

     —          —          —          —          —          6.2     6.2        6.2

Brazilian reais

                   

Bank loans

     116        120        123        91        54        97        601        553         337   

Interest rate

     4.1     4.3     4.5     5.1     5.2     4.9     4.6        3.1

Finance leases

     223        192        168        88        41        50        762        642         965   

Interest rate

     4.7     4.6     4.6     4.6     4.6     4.6     4.6        4.6

Argentine pesos

                   

Bank loans

     124        131        54        —          —          —          309        302         358   

Interest rate

     24.9     27.5     30.2     —          —          —          26.8        20.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Subtotal

     Ps. 493        Ps. 443        Ps. 3,944        Ps. 14,847        Ps. 95        Ps. 53,568        Ps. 73,390        Ps. 75,438         Ps. 61,785   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

(1) All interest rates shown in this table are weighted average contractual annual rates.

 

     At December 31, (1)     2020 and     Carrying
Value at
December 31,
    Fair
Value at
December 31,
    Carrying
Value at
December 31,
 
(in millions of Mexican pesos)    2015     2016     2017     2018     2019     Thereafter     2014     2014     2013 (1)  

Variable rate debt:

                  

U.S. dollars

                  

Bank loans

     Ps.—          Ps. 2,108        Ps.—          Ps. 4,848        Ps. —          Ps. —          Ps. 6,956        Ps. 7,001        Ps. 5,843   

Interest rate

     —          0.9     —          0.9     —          —          0.9       0.9

Mexican pesos

                  

Domestic senior notes

     —          2,473        —          —          —          —          2,473        2,502        2,517   

Interest rate

     —          3.4     —          —          —          —          3.4       3.9

Bank loans

                     4,132   

Interest rate

                     4.0

Argentine pesos

                  

Bank loans

     17        215        —          —          —          —          232        227        180   

Interest rate

     24.9     21.3     —          —          —          —          21.5       25.7

Brazilian reais

                  

Bank loans

     64        27        17        17        17        14        156        146        167   

Interest rate

     12.3     9.7     7.6     7.6     7.6     6.0     6.7       11.3

Finance leases

     38        25        —          —          —          —          63        63        100   

Interest rate

     10.0     10.0     —          —          —          —          10.0     10.0     10.0

Colombian pesos

                  

Bank loans

     492        277        —          —          —          —          769        766        1,495   

Interest rate

     5.9     5.9     —          —          —          —          5.9       5.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

     Ps.    611        Ps. 5,125        Ps.     17        Ps.   4,865        Ps.   17        Ps.        14        Ps. 10,649        Ps. 10,705        Ps. 14,434   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total long-term debt

     Ps. 1,104        Ps. 5,568        Ps. 3,961        Ps. 19,712        Ps. 112        Ps. 53,582        Ps. 84,039        Ps. 86,143        Ps. 76,219   

Current portion of long term debt

                 (1,104       (3,298
              

 

 

     

 

 

 
                 Ps. 82,935          Ps. 72,921   
              

 

 

     

 

 

 

 

(1) All interest rates shown in this table are weighted average contractual annual rates.

 

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Hedging Derivative Financial Instruments (1)

   2015     2016      2017     2018     2019      2020 and
Thereafter
    2014     2013  
     (notional amounts in millions of Mexican pesos)  

Cross currency swaps:

                  

Units of investments to Mexican pesos and variable rate:

                  

Fixed to variable(2)

     Ps. —          Ps. —           Ps. 2,500        Ps. —          Ps. —           Ps. —          Ps. 2,500        Ps. 2,500   

Interest pay rate

     —          —           3.1     —          —           —          3.1     4.1

Interest receive rate

     —          —           4.2     —          —           —          4.2     4.2

U.S. dollars to Mexican pesos:

                  

Fixed to variable(3)

     —          —           —          —          —           11,403        11,403        11,403   

Interest pay rate

     —          —           —          —          —           4.6     4.6     5.1

Interest receive rate

     —          —           —          —          —           4.0     4.0     4.0

Variable to fixed

     —          —           —          6,476        —           —          6,476        —     

Interest pay rate

     —          —           —          3.2     —           —          3.2     —     

Interest receive rate

     —          —           —          2.4     —           —          2.4     —     

Fixed to fixed

     —          —           —          —          —           1,267        1,267        2,575   

Interest pay rate

     —          —           —          —          —           5.7     5.7     7.2

Interest receive rate

     —          —           —          —          —           2.9     2.9     3.8

U.S. dollars to Brazilian reais:

                  

Fixed to variable

     30        —           —          6,623        —           —          6,653        6,017   

Interest pay rate

     13.7     —           —          11.2     —           —          11.3     9.5

Interest receive rate

     3.9     —           —          2.7     —           —          2.7     2.7

Variable to variable

     —          —           —          20,311        —           —          20,311        18,046   

Interest pay rate

     —          —           —          11.3     —           —          11.3     9.5

Interest receive rate

     —          —           —          1.5     —           —          1.5     1.5

Interest rate swap:

                  

Mexican pesos

                  

Variable to fixed rate(2):

                     2,538   

Interest pay rate

     —          —           —          —          —           —          —          8.6

Interest receive rate

     —          —           —          —          —           —          —          4.0

Variable to fixed rate(3):

                     2,538   

Interest pay rate

     —          —           —          —          —           —          —          8.6

Interest receive rate

     —          —           —          —          —           —          —          4.0
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

(1) All interest rates shown in this table are weighted average contractual annual rates.
(2) Interest rate swaps with a notional amount of Ps. 1,500 at December 31, 2013 that receive a variable rate of 3.2% and pay a fixed rate of 5.0%; joined with a cross currency swap of the same notional amount at December 31, 2014, which covers units of investments to Mexican pesos, that receives a fixed rate of 4.2% and pays a variable rate of 3.1%.
(3) Interest rate swaps with a notional amount of Ps. 11,403 at December 31, 2013 that receive a variable rate of 4.6% and pay a fixed rate of 7.2%; joined with a cross currency swap of the same notional amount at December 31, 2014, which covers U.S. Dollars to Mexican pesos, that receives a fixed rate of 4.0% and pay a variable rate of 4.6%.

 

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For the years ended December 31, 2014, 2013 and 2012, the interest expense is comprised as follows:

 

     2014     2013     2012  

Interest on debts and borrowings

     Ps. 3,992        Ps. 3,055        Ps. 2,029   

Finance charges payable under capitalized interest

     (117     (59     (38

Finance charges for employee benefits

     341        268        230   

Derivative instruments

     2,413        825        142   

Finance operating charges

     66        225        98   

Finance charges payable under finance leases

     6        17        45   
  

 

 

   

 

 

   

 

 

 
     Ps. 6,701        Ps. 4,331        Ps. 2,506   
  

 

 

   

 

 

   

 

 

 

On May 7, 2013, the Company issued long-term debt on the NYSE in the amount of $1,000, which was made up of senior notes of $300 with a maturity of 10 years and a fixed interest rate of 2.875%; and senior notes of $700 with a maturity of 30 years and a fixed interest rate of 4.375%. After the issuance, the Company contracted cross-currency swaps to reduce its exposure to risk of exchange rate and interest rate fluctuations associated with this issuance, see Note 20.

In November, 2013, Coca-Cola FEMSA issued U.S.$1,000 in aggregate principal amount of 2.375% Senior Notes due 2018, U.S.$750 in aggregate principal amount of 3.875% Senior Notes due 2023 and U.S.$400 in aggregate principal amount of 5.250% Senior Notes due 2043, in an SEC registered offering. These notes are guaranteed by its subsidiaries: Propimex, S. de R.L. de C.V., Comercializadora La Pureza de Bebidas, S. de R.L. de C.V., Controladora Interamericana de Bebidas, S. de R.L. de C.V., Grupo Embotellador Cimsa, S. de R.L. de C.V., Refrescos Victoria del Centro, S. de R.L. de C.V., Servicios Integrados Inmuebles del Golfo, S. de R.L. de C.V. and Yoli de Acapulco, S.A. de C.V. (“Guarantors”).

 

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On December 4, 2007, the Company obtained the approval from the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores or “CNBV”) for the issuance of long-term domestic senior notes (“Certificados Bursátiles”) in the amount of Ps. 10,000 (nominal amount) or its equivalent in investment units. As of December 31, 2014 the Company has issued the following domestic senior notes: i) on December 7, 2007, the Company issued domestic senior notes composed of Ps. 3,500 (nominal amount) with a maturity date on November 29, 2013 and a floating interest rate, which was paid at maturity; ii) on December 7, 2007, the Company issued domestic senior notes in the amount of 637,587,000 investment units (Ps. 2,500 nominal amount), with a maturity date on November 24, 2017 and a fixed interest rate.

Coca-Cola FEMSA has the following bonds: a) registered with the Mexican stock exchange: i) Ps. 2,500 (nominal amount) with a maturity date in 2016 and a variable interest rate, ii) Ps. 2,500 (nominal amount) with a maturity date in 2021 and fixed interest rate of 8.3% and iii) Ps. 7,500 (nominal amount) with a maturity date in 2023 and fixed interest rate of 5.5%; b) registered with the SEC : i) Senior notes of $500 with interest at a fixed rate of 4.6% and maturity date on February 15, 2020, ii) Senior notes of $1,000 with interest at a fixed rate of 2.4% and maturity date on November 26, 2018, iii) Senior notes of $750 with interest at a fixed rate of 3.9% and maturity date on November 26, 2023 and iv) Senior notes of $400 with interest at a fixed rate of 5.3% and maturity date on November 26, 2043 which are guaranteed by the Guarantors.

During 2013, Coca-Cola FEMSA contracted and prepaid in part the following Bank loans denominated in dollars: i) $500 (nominal amount) with a maturity date in 2016 and variable interest rate and prepaid $380 (nominal amount) in November 2013, the outstanding amount of this loan is $120 (nominal amount) and ii) $1,500 (nominal amount) with a maturity date in 2018 and variable interest rate and prepaid $1,170 (nominal amount) in November 2013, the outstanding amount of this loan is $330 (nominal amount). In December 2013, Coca-Cola FEMSA prepaid in full outstanding Bank loans denominated in dollars for a total amount of $600 (nominal amount).

The Company has financing from different institutions under agreements that stipulate different restrictions and covenants, which mainly consist of maximum levels of leverage and capitalization as well as minimum consolidated net worth and debt and interest coverage ratios. As of the date of these consolidated financial statements, the Company was in compliance with all restrictions and covenants contained in its financing agreements.

In January 13, 2014, Coca-Cola FEMSA issued an additional U.S. $350 million of Senior Notes comprised of 10 year and 30 year bonds. The interest rates and maturity dates of the new notes are the same as those of the initial 2013 notes offering. These notes are also guaranteed by the same Guarantors.

In February 2014, Coca-Cola FEMSA prepaid in full outstanding Bank loans denominated in pesos for a total amount of Ps. 4,175 (nominal amount).

 

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Note 19. Other Income and Expenses

 

     2014      2013      2012  

Gain on sale of shares (see Note 4)

     Ps. —           Ps. —           Ps. 1,215   

Gain on sale of long-lived assets

     —           41         132   

Gain on sale of other assets

     276         170         38   

Sale of waste material

     44         43         43   

Write off-contingencies (see Note 25.5)

     475         120         76   

Recoveries from previous years

     89         —           —     

Insurance rebates

     18         —           —     

Others

     196         277         241   
  

 

 

    

 

 

    

 

 

 

Other income

     Ps. 1,098         Ps. 651         Ps. 1,745   
  

 

 

    

 

 

    

 

 

 

Contingencies associated with prior acquisitions or disposals

     —           385         213   

Loss on sale of long-lived assets

     7         —           —     

Impairment of long-lived assets

     145         —           384   

Disposal of long-lived assets (1)

     153         122         133   

Foreign Exchange

     147         99         40   

Securities taxes from Colombia

     69         51         40   

Severance payments

     277         190         349   

Donations (2)

     172         119         200   

Legal fees and other expenses from past acquisitions

     31         110         —     

Effect of new labor law (LOTTT) (see Note 16) (3)

     —           —           381   

Other

     276         363         233   
  

 

 

    

 

 

    

 

 

 

Other expenses

     Ps. 1,277         Ps. 1,439         Ps. 1,973   
  

 

 

    

 

 

    

 

 

 

 

(1) Charges related to fixed assets retirement from ordinary operations and other long-lived assets.
(2) In 2012 are included the gain on the sale of 45% interest held by FEMSA in the parent companies of the Mareña Renovables Wind Power Farm (see Note 10) offsetting to the donation made to Fundación FEMSA, A. C. (see Note 14).
(3) This amount relates to the past service cost related to post-employment by Ps. 381 as a result of the effect of the change in LOTTT and it is included in the consolidated income statement under the “Other expenses” caption.

Note 20. Financial Instruments

Fair Value of Financial Instruments

The Company measures the fair value of its financial assets and liabilities classified as level 2 applying the income approach method, which estimates the fair value based on expected cash flows discounted to net present value. The following table summarizes the Company’s financial assets and liabilities measured at fair value, as of December 31, 2014 and 2013:

 

     December 31, 2014      December 31, 2013  
     Level 1      Level 2      Level 1      Level 2  

Derivative financial instrument (current asset)

     —           384         2         26   

Derivative financial instrument (non-current asset)

     —           6,299            1,472   

Derivative financial instrument (current liability)

     313         34         272         75   

Derivative financial instrument (non-current liability)

     112         39         —           1,526   

 

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20.1 Total debt

The fair value of bank and syndicated loans is calculated based on the discounted value of contractual cash flows whereby the discount rate is estimated using rates currently offered for debt of similar amounts and maturities, which is considered to be level 2 in the fair value hierarchy. The fair value of the Company’s publicly traded debt is based on quoted market prices as of December 31, 2014 and 2013, which is considered to be level 1 in the fair value hierarchy.

 

     2014      2013  

Carrying value

     Ps. 84,488         Ps. 76,748   

Fair value

     86,595         76,077   

20.2 Interest rate swaps

The Company uses interest rate swaps to offset the interest rate risk associated with its borrowings, pursuant to which it pays amounts based on a fixed rate and receives amounts based on a floating rate. These instruments have been designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value. The fair value is estimated using formal technical models. The valuation method involves discounting to present value the expected cash flows of interest, calculated from the rate curve of the cash flow currency, and expresses the net result in the reporting currency. Changes in fair value are recorded in cumulative other comprehensive income, net of taxes until such time as the hedged amount is recorded in the consolidated income statements.

At December 31, 2014, the Company has the following outstanding interest rate swap agreements:

 

Maturity Date

   Notional
Amount
     Fair Value Liability
December 31,
2014
    Fair Value Asset
December 31,
2014
 

2017

   Ps.   1,250       Ps.   (35   Ps.   —     

2023

     11,403         (4     12   

At December 31, 2013 the Company has the following outstanding interest rate swap agreements:

 

Maturity Date

   Notional
Amount
     Fair Value Liability
December 31,
2013
    Fair Value Asset
December 31,
2013
 

2014

   Ps.   575       Ps.   (18   Ps.   —     

2015

     1,963         (122     —     

The net effect of expired contracts treated as hedges are recognized as interest expense within the consolidated income statements.

20.3 Forward agreements to purchase foreign currency

The Company has entered into forward agreements to reduce its exposure to the risk of exchange rate fluctuations between the Mexican peso and other currencies. Foreign exchange forward contracts measured at fair value are designated hedging instruments in cash flow hedges of forecast inflows in Euros and forecast purchases of raw materials in U.S. dollars. These forecast transactions are highly probable.

These instruments have been designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value which is determined based on prevailing market exchange rates to terminate the contracts at the end of the period. The price agreed in the instrument is compared to the current price of the market forward currency and is discounted to present value of the rate curve of the relevant currency. Changes in the fair value of these forwards are recorded as part of cumulative other comprehensive income, net of taxes. Net gain/loss on expired contracts is recognized as part of cost of goods sold when the raw material is included in sale transaction, and as a part of foreign exchange when the inflow in Euros are received.

 

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At December 31, 2014, the Company had the following outstanding forward agreements to purchase foreign currency:

 

Maturity Date

   Notional
Amount
     Fair Value Liability
December 31,
2014
    Fair Value Asset
December 31,
2014
 

2015

     Ps. 4,411         Ps. —          Ps. 298   

2016

     1,192         (26     —     

At December 31, 2013, the Company had the following outstanding forward agreements to purchase foreign currency:

 

Maturity Date

   Notional
Amount
     Fair Value Liability
December 31,
2013
    Fair Value Asset
December 31,
2013
 

2014

     Ps. 3,002         Ps. (17     Ps. —     

2015

     614         —          1   

20.4 Options to purchase foreign currency

The Company has entered into a collar strategy to reduce its exposure to the risk of exchange rate fluctuations. A collar is a strategy that limits the exposure to the risk of exchange rate fluctuations in a similar way as a forward agreement.

These instruments have been designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value which is determined based on prevailing market exchange rates to terminate the contracts at the end of the period. Changes in the fair value of these options, corresponding to the intrinsic value are initially recorded as part of cumulative other comprehensive income, net of taxes. Changes in the fair value, corresponding to the extrinsic value are recorded in the consolidated income statements under the caption “market value gain (loss) on financial instruments,” as part of the consolidated net income. Net gain (loss) on expired contracts is recognized as part of cost of goods sold when the related raw material is affecting the cost of good sold.

At December 31, 2014, the Company had the following outstanding collars agreements to purchase foreign currency:

 

Maturity Date

   Notional
Amount
     Fair Value Liability
December 31,
2014
     Fair Value Asset
December 31,
2014
 

2015

     Ps. 402         Ps. —           Ps. 56   

At December 31, 2013, the Company had no outstanding collars to purchase foreign currency (composed of a call and a put option with different strike levels with the same notional amount and maturity).

20.5 Cross-currency swaps

The Company has contracted for a number of cross-currency swaps to reduce its exposure to risks of exchange rate and interest rate fluctuations associated with its borrowings denominated in U.S. dollars and other foreign currencies. Cross- Currency swaps contracts are designated as hedging instruments through which the Company changes the debt profile to its functional currency to reduce exchange exposure.

 

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These instruments are recognized in the consolidated statement of financial position at their estimated fair value which is estimated using formal technical models. The valuation method involves discounting to present value the expected cash flows of interest, calculated from the rate curve of the cash foreign currency, and expresses the net result in the reporting currency. These contracts are designated as financial instuments at fair valuethrough profit or loss. The fair values changes related to those cross currency swaps are recorded under the caption “market value gain (loss) on financial instruments,” net of changes related to the long-term liability, within the consolidated income statements.

The Company has cross-currency contracts designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value. Changes in fair value are recorded in cumulative other comprehensive income, net of taxes until such time as the hedge amount is recorded in the consolidated income statement.

At December 31, 2014, the Company had the following outstanding cross currency swap agreements:

 

Maturity Date

   Notional
Amount
     Fair Value Liability
2014
     Fair Value Asset
December 31,
2014
 

2015

   Ps. 30       Ps.   —         Ps. 6   

2017

     2,711         —           1,209   

2018

     33,410         —           3,002   

2019

     369         —           15   

2023

     12,670         —           2,060   

At December 31, 2013, the Company had the following outstanding cross currency swap agreements:

 

Maturity Date

   Notional
Amount
     Fair Value Liability
December 31,
2013
    Fair Value Asset
December 31,
2013
 

2014

   Ps.   1,358       Ps.   —        Ps.   18   

2015

     83         —          11   

2017

     2,711         —          1,180   

2018

     23,930         (825     —     

2023

     12,670         (350     —     

20.6 Commodity price contracts

The Company has entered into various commodity price contracts to reduce its exposure to the risk of fluctuation in the costs of certain raw material. The fair value is estimated based on the market valuations to terminate the contracts at the end of the period. These instruments are designated as Cash Flow Hedges and the changes in the fair value are recorded as part of “cumulative other comprehensive income.”

The fair value of expired commodity price contract was recorded in cost of goods sold where the hedged item was recorded.

 

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At December 31, 2014, Coca-Cola FEMSA had the following sugar price contracts:

 

Maturity Date

   Notional
Amount
     Fair Value Liability
December 31,
2014
 

2015

   Ps.   1,341       Ps.   (285)   

2016

     952         (101)   

2017

     37         (2)   

At December 31, 2014, Coca-Cola FEMSA had the following aluminum price contracts:

 

Maturity Date

   Notional
Amount
     Fair Value Liability
December 31,
2014
 

2015

   Ps.   361       Ps.   (12)   

2016

     177         (9)   

At December 31, 2013, Coca-Cola FEMSA had the following outstanding sugar price contracts:

 

Maturity Date

   Notional
Amount
     Fair Value Liability
December 31,
2013
     Fair Value Asset
December 31,
2013
 

2014

   Ps.   1,183       Ps.   (246)       Ps.   —     

2015

     730         (48)         —     

2016

     103         —           2   

At December 31, 2013, Coca-Cola FEMSA had the following aluminum price contracts:

 

Maturity Date

   Notional
Amount
     Fair Value Liability
December 31,
2013
 

2014

   Ps.   205       Ps.    (10) 

20.7 Financial Instruments for CCFPI acquisition:

The Coca-Cola FEMSA’s call option related to the remaining 49% ownership interest in CCFPI is calculated using a Level 3 concept. The call option had an estimated fair value of approximately Ps. 859 million at inception of the option, and approximately Ps. 799 million and Ps. 755 million as of December 31, 2013 and 2014, respectively. Significant observable inputs into that Level 3 estimate include the call option’s expected term (7 years at inception), risk free rate as expected return (LIBOR), implied volatility at inception (19.77%) and the underlying enterprise value of the CCFPI. The enterprise value of CCFPI for the purpose of this estimate was based on CCFPI’s long-term business plan. The Coca-Cola FEMSA acquired its 51% ownership interest in CCFPI in January 2013 and continues to integrate CCFPI into its global operations using the equity method of accounting, and currently believes that the underlying exercise price of the call option is “out of the money.”

 

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The Level 3 fair value of the Company’s put option related to its 51% ownership interest approximates zero as its exercise price as defined in the contract adjusts proportionately to the underlying fair value of CCFPI.

20.8 Net effects of expired contracts that met hedging criteria

 

Type of Derivatives

   Impact in Consolidated
Income Statement
   2014      2013      2012  

Interest rate swaps

   Interest expense    Ps.   (337)       Ps.   (214)       Ps.   (147)   

Forward agreements to purchase foreign currency

   Foreign exchange      (38)         1,710          126    

Commodity price contracts

   Cost of goods sold      (291)         (362)           

Options to purchase foreign currency

   Cost of goods sold      —           —           13    

Forward agreements to purchase foreign currency

   Cost of goods sold      (22)         —           —     

20.9 Net effect of changes in fair value of derivative financial instruments that did not meet the hedging criteria for accounting purposes

 

Type of Derivatives

   Impact in Consolidated Income Statement    2014      2013      2012  

Interest rate swaps

   Market value    Ps.   10       Ps.   (7)       Ps.   (4)   

Cross currency swaps

   gain (loss) on      59         33         (2)   

Others

   financial instruments      3         (19)         (29)   

20.10 Net effect of expired contracts that did not meet the hedging criteria for accounting purposes

 

Type of Derivatives

   Impact in Consolidated Income Statement    2014      2013      2012  

Cross-currency swaps

   Market value    Ps.   —         Ps.   —         Ps.   42   

 

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20.11 Market risk

Market risk is the risk that the fair value of future cash flow of a financial instrument will fluctuate because of changes in market prices. Market prices include currency risk and commodity price risk.

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and commodity prices. The Company enters into a variety of derivative financial instruments to manage its exposure to foreign currency risk, and commodity prices risk including:

 

 

Forward Agreements to Purchase Foreign Currency in order to reduce its exposure to the risk of exchange rate fluctuations.

 

 

Cross-Currency Swaps in order to reduce its exposure to the risk of exchange rate fluctuations.

 

 

Commodity price contracts in order to reduce its exposure to the risk of fluctuation in the costs of certain raw materials.

The Company tracks the fair value (mark to market) of its derivative financial instruments and its possible changes using scenario analyses.

The following disclosures provide a sensitivity analysis of the market risks management considered to be reasonably possible at the end of the reporting period, which the Company is exposed to as it relates to foreign exchange rates and commodity prices, which it considers in its existing hedging strategy:

 

Foreign Currency Risk   

Change in
Exchange Rate

   Effect on
Equity
     Effect on
Profit or Loss
 

2014

        

FEMSA (3)

   +9% MXN/EUR    Ps.  (278)         Ps. —     
   -9% MXN/EUR      278         —     

Coca-Cola FEMSA

   +7% MXN/USD    Ps.  119         Ps. —     
   +14% BRL/USD      96         —     
   +9% COP/USD      42         —     
   +11% ARS/USD      22         —     
   -7% MXN/USD      (119      —     
   -14% BRL/USD      (96      —     
   -9% COP/USD      (42      —     
   -11% ARS/USD      (22      —     

2013

        

FEMSA (3)

   +7% MXN/EUR    Ps.  (157)         Ps. —     
   -7%MXN/EUR      157         —     

Coca-Cola FEMSA

   +11% MXN/USD      67         —     
   +13% BRL/USD      86         —     
   +6% COP/USD      19         —     
   -11% MXN/USD      (67      —     
   -13% BRL/USD      (86      —     
   -6% COP/USD      (19      —     

2012

        

FEMSA (3)

   +9% MXN/EUR/+11% MXN/USD    Ps.  (250)         —     
   -9% MXN/EUR/-11% MXN/USD      104         —     

Coca-Cola FEMSA

   -11% MXN/USD      (204      —     
  

 

  

 

 

    

 

 

 

 

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Cross Currency Swaps(1)(2)

  

Change in Exchange Rate

   Effect on
Profit or Loss
 

2014

     

FEMSA (3)

   -7% MXN/USD      (22
   +7% MXN/USD      22   

Coca-Cola FEMSA

   -7% MXN/USD      (481
   -14% USD/BRL      (3,935
   +7% MXN/USD      415   
   +14% USD/BRL      2,990   

2013

     

FEMSA (3)

   -11% MXN/USD      (1,581

Coca-Cola FEMSA

   -11% MXN/USD      (392
   -13% USD/BRL      (3,719

2012

     

FEMSA (3)

   —        —     

Coca-Cola FEMSA

   -11% MXN/USD      (234
  

 

  

 

 

 

 

(1) The sensitivity analysis effects include all subsidiaries of the Company.

 

(2) Includes the sensitivity analysis effects of all derivative financial instruments related to foreign exchange risk.

 

(3) Does not include Coca-Cola FEMSA.

 

Net Cash in Foreign Currency(1)

  

Change in Exchange Rate

   Effect on
Profit or Loss
 

2014

     

FEMSA (3)

   +9% EUR/+7%USD    Ps.  233   
   -9% EUR/-7%USD      (233

Coca-Cola FEMSA

   +7%USD      (747
   -7%USD      747   

2013

     

FEMSA (3)

   +7% EUR/+11% USD    Ps. 335   
   -7% EUR/-11% USD      (335

Coca-Cola FEMSA

   +11% USD      (1,090
   -11% USD      1,090   

2012

     

FEMSA (3)

   +9% EUR/+11% USD    Ps. 809   
   -9% EUR/-11% USD      (809

Coca-Cola FEMSA

   +15% USD      (362
  

 

  

 

 

 

 

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Commodity Price Contracts (1)

  

Change in U.S.$ Rate

   Effect on
Equity
 

2014

     

Coca-Cola FEMSA

   Sugar - 27%      Ps. (528)   
   Aluminum - 17%      (87)   

2013

     

Coca-Cola FEMSA

   Sugar - 18%      Ps. (298)   
   Aluminum - 19%      (36)   

2012

     

Coca-Cola FEMSA

   Sugar - 30%      Ps. (732)   
   Aluminum - 20%      (66)   
  

 

  

 

 

 

 

(4) The sensitivity analysis effects include all subsidiaries of the Company.

 

(5) Includes the sensitivity analysis effects of all derivative financial instruments related to foreign exchange risk.

 

(6) Does not include Coca-Cola FEMSA.

20.12 Interest rate risk

Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of changes in market interest rates.

The Company is exposed to interest rate risk because it and its subsidiaries borrow funds at both fixed and variable interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and variable rate borrowings, and by the use of the different derivative financial instruments. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.

The following disclosures provide a sensitivity analysis of the interest rate risks management considered to be reasonably possible at the end of the reporting period, which the Company is exposed to as it relates to its fixed and floating rate borrowings, which it considers in its existing hedging strategy:

 

Interest Rate Swap (1)

   Change in Bps.     Effect on
Equity
 

2014

    

FEMSA  (2)

     (100 Bps.     (528

Coca-Cola FEMSA

     —          —     

2013

    

FEMSA  (2)

     —          —     

Coca-Cola FEMSA

     (100 Bps.     (32

2012

    

FEMSA  (2)

     —          —     

Coca-Cola FEMSA

     (100 Bps.     (57
  

 

 

   

 

 

 

 

(1) The sensitivity analysis effects include all subsidiaries of the Company.

 

(2) Does not include Coca-Cola FEMSA.

 

Interest Effect of Unhedged Portion Bank Loans

   2014     2013     2012  

Change in interest rate

     +100 Bps.        +100 Bps.        +100 Bps.   

Effect on profit loss

     Ps. (244     Ps. (332     Ps. (198
  

 

 

   

 

 

   

 

 

 

 

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20.13 Liquidity risk

Each of the Company’s sub-holding companies generally finances its operational and capital requirements on an independent basis. As of December 31, 2014 and 2013, 80.66% and 79.48%, respectively of the Company’s outstanding consolidated total indebtedness was at the level of its sub-holding companies. This structure is attributable, in part, to the inclusion of third parties in the capital structure of Coca-Cola FEMSA. Currently, the Company’s management expects to continue to finance its operations and capital requirements primarily at the level of its sub-holding companies. Nonetheless, they may decide to incur indebtedness at its holding company in the future to finance the operations and capital requirements of the Company’s subsidiaries or significant acquisitions, investments or capital expenditures. As a holding company, the Company depends on dividends and other distributions from its subsidiaries to service the Company’s indebtedness.

The Company’s principal source of liquidity has generally been cash generated from its operations. The Company has traditionally been able to rely on cash generated from operations because a significant majority of the sales of Coca-Cola FEMSA and FEMSA Comercio are on a cash or short-term credit basis, and FEMSA Comercio’s OXXO stores are able to finance a significant portion of their initial and ongoing inventories with supplier credit. The Company’s principal use of cash has generally been for capital expenditure programs, acquisitions, debt repayment and dividend payments.

Ultimate responsibility for liquidity risk management rests with the Company’s board of directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short-, medium- and long-term funding and liquidity requirements. The Company manages liquidity risk by maintaining adequate reserves and credit facilities, by continuously monitoring forecast and actual cash flows, and with a low concentration of maturities per year.

The Company has access to credit from national and international bank institutions in order to meet treasury needs; besides, the Company has the highest rating for Mexican companies (AAA) given by independent rating agencies, allowing the Company to evaluate capital markets in case it needs resources.

As part of the Company’s financing policy, management expects to continue financing its liquidity needs with cash from operations. Nonetheless, as a result of regulations in certain countries in which the Company operates, it may not be beneficial or, as in the case of exchange controls in Venezuela, practicable to remit cash generated in local operations to fund cash requirements in other countries. Exchange controls like those in Venezuela may also increase the real price of remitting cash from operations to fund debt requirements in other countries. In the event that cash from operations in these countries is not sufficient to fund future working capital requirements and capital expenditures, management may decide, or be required, to fund cash requirements in these countries through local borrowings rather than remitting funds another country. In addition, the Company’s liquidity in Venezuela could be affected by changes in the rules applicable to exchange rates as well as other regulations, such as exchange controls. In the future the Company management may finance its working capital and capital expenditure needs with short-term or other borrowings.

The Company’s management continuously evaluates opportunities to pursue acquisitions or engage in joint ventures or other transactions. We would expect to finance any significant future transactions with a combination of cash from operations, long-term indebtedness and capital stock.

The Company’s sub-holding companies generally incur short-term indebtedness in the event that they are temporarily unable to finance operations or meet any capital requirements with cash from operations. A significant decline in the business of any of the Company’s sub-holding companies may affect the sub-holding company’s ability to fund its capital requirements. A significant and prolonged deterioration in the economies in which we operate or in the Company’s businesses may affect the Company’s ability to obtain short-term and long-term credit or to refinance existing indebtedness on terms satisfactory to the Company’s management.

 

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The Company presents the maturity dates associated with its long-term financial liabilities as of December 31, 2014, see Note 18. The Company generally makes payments associated with its long-term financial liabilities with cash generated from its operations.

The following table reflects all contractually fixed pay-offs for settlement, repayments and interest resulting from recognized financial liabilities. It includes expected net cash outflows from derivative financial liabilities that are in place as of December 31, 2014. Such expected net cash outflows are determined based on each particular settlement date of an instrument. The amounts disclosed are undiscounted net cash outflows for the respective upcoming fiscal years, based on the earliest date on which the Company could be required to pay. Cash outflows for financial liabilities (including interest) without fixed amount or timing are based on economic conditions (like interest rates and foreign exchange rates) existing at December 31, 2014.

 

      2015      2016      2017      2018     2019      2020 and
thereafter
 

Non-derivative financial liabilities:

                

Notes and bonds

     Ps. 3,381         Ps. 5,845         Ps. 6,653         Ps. 21,342        Ps. 2,835         Ps. 81,029   

Loans from banks

     1,603         3,023         271         5,015        78         122   

Obligations under finance leases

     289         237         180         94        45         54   

Derivative financial liabilities

     2,316         2,393         1,218         (1,906     —           (2,060
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

The Company generally makes payments associated with its non-current financial liabilities with cash generated from its operations.

20.14 Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company only transacts with entities that are rated the equivalent of investment grade and above. This information is supplied by independent rating agencies where available and, if not available, the Company uses other publicly available financial information and its own trading records to rate its major customers. The Company’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the risk management committee.

The Company has a high receivable turnover; hence management believes credit risk is minimal due to the nature of its businesses, which have a large portion of their sales settled in cash. The Company’s maximum exposure to credit risk for the components of the statement of financial position at 31 December 2014 and 2013 is the carrying amounts (see Note 7).

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The Company manages the credit risk related to its derivative portfolio by only entering into transactions with reputable and credit-worthy counterparties as well as by maintaining in some cases a Credit Support Annex (CSA) that establishes margin requirements, which could change upon changes to the credit ratings given to the Company by independent rating agencies. As of December 31, 2014, the Company concluded that the maximum exposure to credit risk related with derivative financial instruments is not significant given the high credit rating of its counterparties.

 

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Note 21. Non-Controlling Interest in Consolidated Subsidiaries

An analysis of FEMSA’s non-controlling interest in its consolidated subsidiaries for the years ended December 31, 2014 and 2013 is as follows:

 

      December 31,
2014
     December 31,
2013
 

Coca-Cola FEMSA

     Ps. 59,202         Ps. 62,719   

Other

     447         439   
  

 

 

    

 

 

 
     Ps. 59,649         Ps. 63,158   
  

 

 

    

 

 

 

The changes in the FEMSA’s non-controlling interest were as follows:

 

     2014     2013     2012  

Balance at beginning of the year

     Ps. 63,158        Ps. 54,902        Ps. 47,949   

Net income of non controlling interest (1)

     5,929        6,233        7,344   

Other comprehensive income:

      

Exchange diferences on translation of foreign operation

     (6,264     (664     (1,342

Remeasurements of the net defined benefits liability

     (110     (80     (60

Valuation of the effective portion of derivative financial instruments

     109        (166     (113

Increase in capital stock

     —          515        —     

Acquisitions effects (see Note 4 )

     —          5,550        4,172   

Disposal effects

     —          —          (50

Dividends

     (3,152     (3,125     (2,986

Share based payment

     (21     (7     (12
  

 

 

   

 

 

   

 

 

 

Balance at end of the year

     Ps. 59,649        Ps. 63,158        Ps. 54,902   
  

 

 

   

 

 

   

 

 

 

 

(1) For the years ended at 2014, 2013 and 2012, Coca-Cola FEMSA’s net income allocated to non-controlling interest was Ps. 424, 239 and 565, respectively.

Non controlling cumulative other comprehensive income is comprised as follows:

 

      December 31,
2014
     December 31,
2013
 

Exchange diferences on translation foreign operation

     Ps. (6,326)         Ps. (62)   

Remeasurements of the net defined benefits liability

     (316)         (206)   

Valuation of the effective portion of derivative financial instruments

     (129)         (238)   
  

 

 

    

 

 

 

Cumulative other comprehensive income

     Ps. (6,771)         Ps. (506)   
  

 

 

    

 

 

 

Coca-Cola FEMSA shareholders, especially the Coca-Cola Company which hold Series D shares, have some protective rights about investing in or disposing of significant businesses. However, these rights do not limit the continued normal operations of Coca-Cola FEMSA.

 

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Summarized financial information in respect of Coca-Cola FEMSA is set out below.

 

      December 31,
2014
    December 31,
2013
 

Total current assets

     Ps. 38,128        Ps. 43,231   

Total non-current assets

     174,238        173,434   

Total current liabilities

     28,403        32,398   

Total non-current liabilities

     73,845        67,114   

Total revenue

     Ps. 147,298        Ps. 156,011   

Total consolidated net income

     10,966        11,782   

Total consolidated comprehensive income

     Ps. (1,005     Ps. 9,791   

Net cash flow from operating activities

     24,406        22,097   

Net cash flow from used in investing activities

     (11,137     49,481   

Net cash flow from financing activities

     (11,350     23,506   

Note 22. Equity

22.1 Equity accounts

The capital stock of FEMSA is comprised of 2,161,177,770 BD units and 1,417,048,500 B units.

As of December 31, 2014 and 2013, the capital stock of FEMSA was comprised 17,891,131,350 common shares, without par value and with no foreign ownership restrictions. Fixed capital stock amounts to Ps. 300 (nominal value) and the variable capital may not exceed 10 times the minimum fixed capital stock amount.

The characteristics of the common shares are as follows:

 

 

Series “B” shares, with unlimited voting rights, which at all times must represent a minimum of 51% of total capital stock;

 

 

Series “L” shares, with limited voting rights, which may represent up to 25% of total capital stock; and

 

 

Series “D” shares, with limited voting rights, which individually or jointly with series “L” shares may represent up to 49% of total capital stock.

The Series “D” shares are comprised as follows:

 

 

Subseries “D-L” shares may represent up to 25% of the series “D” shares;

 

 

Subseries “D-B” shares may comprise the remainder of outstanding series “D” shares; and

 

 

The non-cumulative premium dividend to be paid to series “D” shareholders will be 125% of any dividend paid to series “B” shareholders.

The Series “B” and “D” shares are linked together in related units as follows:

 

 

“B units” each of which represents five series “B” shares and which are traded on the BMV; and

 

 

“BD units” each of which represents one series “B” share, two subseries “D-B” shares and two subseries “D-L” shares, and which are traded both on the BMV and the NYSE.

 

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As of December 31, 2014 and 2013, FEMSA’s capital stock is comprised as follows:

 

     “B” Units      “BD” Units      Total  

Units

     1,417,048,500         2,161,177,770         3,578,226,270   
  

 

 

    

 

 

    

 

 

 

Shares:

        

Series “B”

     7,085,242,500         2,161,177,770         9,246,420,270   

Series “D”

     —           8,644,711,080         8,644,711,080   

Subseries “D-B”

     —           4,322,355,540         4,322,355,540   

Subseries “D-L”

     —           4,322,355,540         4,322,355,540   
  

 

 

    

 

 

    

 

 

 

Total shares

     7,085,242,500         10,805,888,850         17,891,131,350   
  

 

 

    

 

 

    

 

 

 

The net income of the Company is subject to the legal requirement that 5% thereof be transferred to a legal reserve until such reserve equals 20% of capital stock at nominal value. This reserve may not be distributed to shareholders during the existence of the Company, except as a stock dividend. As of December 31, 2014 and 2013, this reserve amounted to Ps. 596.

Retained earnings and other reserves distributed as dividends, as well as the effects derived from capital reductions, are subject to income tax at the rate in effect at the date of distribution, except when capital reductions come from restated shareholder contributions and when the distributions of dividends come from net taxable income, denominated “Cuenta de Utilidad Fiscal Neta” (“CUFIN”).

Dividends paid in excess of CUFIN are subject to income tax at a grossed-up rate based on the current statutory rate. Since 2003, this tax may be credited against the income tax of the year in which the dividends are paid, and in the following two years against the income tax and estimated tax payments. Due to the Mexican Tax Reform, a new Income Tax Law (LISR) went into effect on January 1, 2014. Such law no longer includes the tax consolidation regime which allowed calculating the CUFIN on a consolidated basis; therefore, beginning in 2014, distributed dividends must be taken from the individual CUFIN balance of FEMSA, which can be increased with the subsidiary companies’ individual CUFINES through the transfers of dividends. The sum of the individual CUFIN balances of FEMSA and its subsidiaries as of December 31, 2014 amounted to Ps. 83,314.

In addition, the new LISR sets forth that entities that distribute dividends to its stockholders who are individuals and foreign residents must withhold 10% thereof for ISR purposes, which will be paid in Mexico. The foregoing will not be applicable when distributed dividends arise from the accumulated CUFIN balance as of December 31, 2013.

At an ordinary shareholders’ meeting of FEMSA held on March 15, 2013, the shareholders approved a dividend of Ps. 6,684 that was paid 50% on May 7, 2013 and other 50% on November 7, 2013; and a reserve for share repurchase of a maximum of Ps. 3,000. As of December 31, 2014, the Company has not repurchased shares. Treasury shares resulted from share-based payment bonus plan are disclosed in Note 17.

At an ordinary shareholders’ meeting of FEMSA held on December 6, 2013, the shareholders approved a dividend of Ps. 6,684 that was paid on December 18, 2013.

At an ordinary shareholders’ meeting of Coca-Cola FEMSA held on March 5, 2013, the shareholders approved a dividend of Ps. 5,950 that was paid 50% on May 2, 2013 and other 50% on November 5, 2013. The corresponding payment to the non-controlling interest was Ps. 3,073.

At an ordinary shareholders’ meeting of Coca-Cola FEMSA held on March 6, 2014, the shareholders approved a dividend of Ps. 6,012 that was paid 50% on May 4, 2014 and other 50% on November 5, 2014. The corresponding payment to the non-controlling interest was Ps. 3,134.

 

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For the years ended December 31, 2014, 2013 and 2012 the dividends declared and paid by the Company and Coca-Cola FEMSA were as follows:

 

     2014      2013      2012  

FEMSA

     Ps. —           Ps. 13,368         Ps. 6,200   

Coca-Cola FEMSA (100% of dividend)

     6,012         5,950         5,625   

For the years ended December 31, 2014 and 2013 the dividends declared and paid per share by the Company are as follows:

 

Series of Shares

   2014      2013  

“B”

     Ps. —           Ps. 0.66667   

“D”

     —           0.83333   

22.2 Capital management

The Company manages its capital to ensure that its subsidiaries will be able to continue as going concerns while maximizing the return to shareholders through the optimization of its debt and equity balance in order to obtain the lowest cost of capital available. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes for managing capital during the years ended December 31, 2014 and 2013.

The Company is not subject to any externally imposed capital requirements, other than the legal reserve (see Note 22.1) and debt covenants (see Note 18).

The Company’s finance committee reviews the capital structure of the Company on a quarterly basis. As part of this review, the committee considers the cost of capital and the risks associated with each class of capital. In conjunction with this objective, the Company seeks to maintain the highest credit rating both nationally and internationally and is currently rated AAA in Mexico and BBB+ in the United States, which requires it to have a debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio lower than 2. As a result, prior to entering into new business ventures, acquisitions or divestures, management evaluates the optimal ratio of debt to EBITDA in order to maintain its credit rating.

Note 23. Earnings per Share

Basic earnings per share amounts are calculated by dividing consolidated net income for the year attributable to controlling interest by the weighted average number of shares outstanding during the period adjusted for the weighted average of own shares purchased in the period.

Diluted earnings per share amounts are calculated by dividing consolidated net income for the year attributable to controlling interest by the weighted average number of shares outstanding during the period plus the weighted average number of shares for the effects of dilutive potential shares (originated by the Company’s share based payment program).

 

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     2014      2013      2012  
     Per Series
“B” Shares
     Per Series
“D” Shares
     Per Series
“B” Shares
     Per Series
“D” Shares
     Per Series
“B” Shares
     Per Series
“D” Shares
 

Net Controlling Interest Income

     7,701.08         8,999.92         7,341.74         8,579.98         9,548.21         11,158.58   

Shares expressed in millions:

                 

Weighted average number of shares for basic earnings per share

     9,240.54         8,621.18         9,238.69         8,613.80         9,237.49         8,609.00   

Effect of dilution associated with nonvested shares for share based payment plans

     5.88         23.53         7.73         30.91         8.93         35.71   

Weighted average number of shares adjusted for the effect of dilution

     9,246.42         8,644.71         9,246.42         8,644.71         9,246.42         8,644.71   

Note 24. Income Taxes

In December of 2013, the Mexican government enacted a package of tax reforms (the “2014 Tax Reform”) which includes several significant changes to tax laws, discussed in further detail below, entering into effect on January 1, 2014. The following changes are expected to most significantly impact the Company’s financial position and results of operations:

 

   

The introduction of a new withholding tax at the rate of 10% for dividends and/or distributions of earnings generated in 2014 and beyond;

 

   

A fee of one Mexican peso per liter on the sale and import of flavored beverages with added sugar, and an excise tax of 8% on food with caloric content equal to, or greater than 275 kilocalories per 100 grams of product;

 

   

The prior 11% value added tax (VAT) rate that applied to transaction in the border region was raised to 16%, matching the general VAT rate applicable in the rest of Mexico;

 

   

The elimination of the tax on cash deposits (IDE) and the business flat tax (IETU);

 

   

Deductions on exempt payroll items for workers are limited to 53%;

 

   

The income tax rate in 2013 was 30%. Scheduled decreases to the income tax rate that would have reduced the rate to 29% in 2014 and 28% in 2015 and thereafter, were canceled in connection with the 2014 Tax Reform;

 

   

The repeal of the existing tax consolidation regime, which was effective as of January 1, 2014, modified the payment term of a tax on assets payable of Ps. 180, which will be paid over the following 5 years instead of an indefinite term. Additionally, deferred tax assets and liabilities associated with the Company’s subsidiaries in Mexico are no longer offset as of December 31, 2014 and 2013, as the future income tax balances are expected to reverse in periods where the Company is no longer consolidating these entities for tax purposes and the right of offset does not exist; and

 

   

The introduction of an new optional tax integration regime (a modified form of tax consolidation), which replaces the previous tax consolidation regime. The new optional tax integration regime requires an equity ownership of at least 80% for qualifying subsidiaries and would allow the Company to defer the annual tax payment of its profitable participating subsidiaries for a period equivalent to 3 years to the extent their individual tax expense exceeds the integrated tax expense of the Company.

 

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The impacts of the 2014 Tax Reform on the Company’s financial position and results of operations as of and for the year ended December 31, 2013, resulted from the repeal of the tax consolidation regime as described above regarding the payable of Ps. 180 and the effects of the changes in tax rates on deferred tax assets and liabilities as disclosed below, which was recognized in earnings in 2013.

On November 18, 2014, the Venezuelan government published two decrees which are effective as of the date of publication. This reform establishes that segregated loss carryforward (i.e. foreign operating or domestic operating) may be used only against future income of the same type. Additionally the three year carryforward for net operating losses is maintained, but the amount of losses available for carryforwards may not exceed twenty five percent of the tax period’s taxable income.

24.1 Income Tax

The major components of income tax expense for the years ended December 31, 2014, 2013 and 2012 are:

 

     2014     2013     2012  

Current tax expense

     Ps. 7,810        Ps. 7,855        Ps. 7,412   

Deferred tax expense:

      

Origination and reversal of temporary differences

     1,303        257        103   

(Recognition) utilization of tax losses

     (2,874     (212     434   
  

 

 

   

 

 

   

 

 

 

Total deferred tax (income) expense

     (1,571     45        537   
  

 

 

   

 

 

   

 

 

 

Change in the statutory rate (1)

     14        (144     —     
  

 

 

   

 

 

   

 

 

 
     Ps. 6,253        Ps. 7,756        Ps. 7,949   
  

 

 

   

 

 

   

 

 

 

 

(1) Effect due to 2014 Tax Reform.

Recognized in Consolidated Statement of Other Comprehensive Income (OCI)

 

Income tax related to items charged or recognized directly in OCI during the year:

   2014     2013     2012  

Unrealized loss (gain) on cash flow hedges

     Ps. 219        Ps. (128)        Ps. (120)   

Unrealized gain on available for sale securities

     —          (1     (1

Exchange differences on translation of foreign operations

     (60     1,384        (1,012

Remeasurements of the net defined benefit liability

     (49     (56     (113

Share of the other comprehensive income of associates and joint ventures

     189        (1,203     (304
  

 

 

   

 

 

   

 

 

 

Total income tax cost (benefit) recognized in OCI

     Ps. 299        Ps. (4)        Ps. (1,550)   
  

 

 

   

 

 

   

 

 

 

 

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A reconciliation between tax expense and income before income taxes and share of the profit or loss of associates and joint ventures accounted for using the equity method multiplied by the Mexican domestic tax rate for the years ended December 31, 2014, 2013 and 2012 is as follows:

 

      2014     2013     2012  

Mexican statutory income tax rate

     30.0     30.0     30.0

Difference between book and tax inflationary values and translation effects

     (3.1 %)      (0.2 %)      (0.8 %) 

Annual inflation tax adjustment

     (4.4 %)      (1.2 %)      (0.3 %) 

Difference between statutory income tax rates

     0.9     1.2     1.1

Non-deductible expenses

     3.7     1.0     0.8

Taxable (non-taxable) income, net

     (1.1 %)      0.7     (1.3 %) 

Change in the statutory Mexican tax rate

     0.1     (0.6 %)      —     

Others

     0.2     —          (0.6 %) 
  

 

 

   

 

 

   

 

 

 
     26.3     30.9     28.9
  

 

 

   

 

 

   

 

 

 

Deferred Income Tax Related to:

 

     Consolidated Statement
of Financial Position as of
    Consolidated Statement of Income  
     December 31,
2014
    December 31,
2013
    2014     2013     2012  

Allowance for doubtful accounts

     Ps. (242     Ps. (148     Ps. (106     Ps. (24     Ps. (33

Inventories

     132        9        77        (2     51   

Other current assets

     114        147        (18     109        (104

Property, plant and equipment, net

     (1,654     (452     (968     (630     (101

Investments in associates and joint ventures

     (176     (271     87        115        1,589   

Other assets

     226        (188     422        (2     238   

Finite useful lived intangible assets

     246        384        (133     236        (38

Indefinite lived intangible assets

     75        299        (195     88        32   

Post-employment and other long-term employee benefits

     (753     (636     (92     30        (40

Derivative financial instruments

     (38     61        (99     62        (14

Provisions

     (1,318     (860     (477     (164     (12

Temporary non-deductible provision

     2,534        (150     2,450        562        51   

Employee profit sharing payable

     (268     (255     (13     (27     (13

Tax loss carryforwards

     (3,249     (393     (2,874     (212     434   

Cumulative other comprehensive income (1)

     (303     (479     —          —          —     

Exchange differences on translation of foreign operations in OCI

     2,135        2,195        —          —          —     

Other liabilities

     (96     (62     475        (131     72   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Deferred tax (income) expense

         Ps. (1,464     Ps. 10        Ps. 2,112   

Deferred tax income net recorded in share of the profit of associates and joint ventures accounted for using the equity method

         (93     (109     (1,575
      

 

 

   

 

 

   

 

 

 

Deferred tax (income) expense, net

         Ps. (1,557     Ps. (99     Ps. 537   
      

 

 

   

 

 

   

 

 

 

Deferred income taxes, net

     (2,635     (799      

Deferred tax asset

     (6,278     (3,792      

Deferred tax liability

     Ps. 3,643        Ps. 2,993         

 

(1) Deferred tax related to derivative financial instruments and remeasurements of the ned defined benefit liability.

 

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Deferred tax related to Other Comprehensive Income (OCI)

 

Income tax related to items charged or recognized directly in OCI as of the year:    2014     2013  

Unrealized loss (gain) on derivative financial instruments

     Ps. 12        Ps. (209)   

Remeasurements of the net defined benefit liability

     (315     (270

Total deferred tax income related toOCI

     Ps. (303)        Ps. (479)   

The changes in the balance of the net deferred income tax asset are as follows:

 

     2014     2013     2012  

Initial balance

     Ps. (799)        Ps. (1,328)        Ps. (1,586)   

Deferred tax provision for the year

     (1,571     45        537   

Change in the statutory rate

     14        (144     —     

Deferred tax income net recorded in share of the profit of associates and joint ventures accounted for using the equity method

     93        109        1,575   

Acquisition of subsidiaries (see Note 4)

     (516     647        (77

Disposal of subsidiaries

     —          —          16   

Effects in equity:

      

Unrealized loss (gain) on cash flow hedges

     109        (149     (76

Unrealized gainon available for sale securities

     —          (1     (1

Exchange differences on translation of foreign operations

     617        2        (974

Remeasurements of the net defined benefit liability

     (427     102        (532

Retained earnings of associates

     (180     (121     (189

Restatement effect of beginning balances associated with hyperinflationary economies

     25        39        (21
  

 

 

   

 

 

   

 

 

 

Ending balance

     Ps. (2,635)        Ps. (799)        Ps. (1,328)   
  

 

 

   

 

 

   

 

 

 

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities related to income taxes are levied by the same tax authority.

Tax Loss Carryforwards

The subsidiaries in Mexico and Brazil have tax loss carryforwards. The tax effect net of consolidation benefits and their years of expiration are as follows:

 

Year

   Tax Loss
Carryforwards
 

2015

     Ps. —     

2016

     —     

2017

     —     

2018

     3   

2019

     24   

2020

     10   

2021

     13   

2022

     41   

2023 and thereafter

     1,860   

No expiration (Brazil)

     7,842   
  

 

 

 
     9,793   

Tax losses used in consolidation

     (1,059
  

 

 

 
     Ps. 8,734   
  

 

 

 

 

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During 2013 Coca-Cola FEMSA completed certain acquisitions in Brazil as disclosed in Note 4. In connection with those acquisition Coca-Cola FEMSA recorded certain goodwill balances that are deductible for Brazilian income tax reporting purposes. The deduction of such goodwill amortization has resulted in the creation of NOLs in Brazil. NOLs in Brazil have no expiration, but their usage is limited to 30% of Brazilian taxable income in any given year. As of December 31, 2014 Coca-Cola FEMSA believes that it is more likely than not that it will ultimately recover such NOLs through the reversal of temporary differences and future taxable income. Accordingly no valuation allowance has been provided.

The changes in the balance of tax loss carryforwards are as follows:

 

     2014     2013  

Balance at beginning of the year

     Ps. 558        Ps. 91   

Additions

     8,199        593   

Usage of tax losses

     (45     (122

Translation effect of beginning balances

     22        (4
  

 

 

   

 

 

 

Balance at end of the year

     Ps. 8,734        Ps. 558   
  

 

 

   

 

 

 

There were no withholding taxes associated with the payment of dividends in either 2014, 2013 or 2012 by the Company to its shareholders.

The Company has determined that undistributed profits of its subsidiaries, joint ventures or associates will not be distributed in the foreseeable future. The temporary differences associated with investments in subsidiaries, associates and joint ventures, for which a deferred tax liability has not been recognized, aggregate to Ps. 43,394 (December 31, 2013: Ps. 44,920 and December 31, 2012: Ps. 43,569).

24.2 Other taxes

The operations in Guatemala, Nicaragua, Colombia and Argentina are subject to a minimum tax, which is based primary on a percentage of assets. Any payments are recoverable in future years, under certain conditions.

Note 25. Other Liabilities, Provisions, Contingencies and Commitments

25.1 Other current financial liabilities

 

     December 31,
2014
     December 31,
2013
 

Sundry creditors

     Ps. 4,515         Ps. 3,998   

Derivative financial instruments

     347         347   
  

 

 

    

 

 

 

Total

     Ps. 4,862         Ps. 4,345   
  

 

 

    

 

 

 

 

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The carrying value of short-term payables approximates its fair value as of December 31, 2014 and 2013.

25.2 Provisions and other long term liabilities

 

     December 31,
2014
     December 31,
2013
 

Provisions

     Ps. 4,285         Ps. 4,674   

Taxes payable

     444         558   

Others

     890         885   
  

 

 

    

 

 

 

Total

     Ps. 5,619         Ps. 6,117   
  

 

 

    

 

 

 

25.3 Other financial liabilities

     
     December 31,
2014
     December 31,
2013
 

Derivative financial instruments

     Ps. 151         Ps. 1,526   

Security deposits

     177         142   
  

 

 

    

 

 

 

Total

     Ps. 328         Ps. 1,668   
  

 

 

    

 

 

 

25.4 Provisions recorded in the consolidated statement of financial position

The Company has various loss contingencies, and has recorded reserves as other liabilities for those legal proceedings for which it believes an unfavorable resolution is probable. Most of these loss contingencies are the result of the Company’s business acquisitions. The following table presents the nature and amount of the loss contingencies recorded as of December 31, 2014 and 2013:

 

     December 31,
2014
     December 31,
2013
 

Indirect taxes (1)

     Ps. 2,271         Ps. 3,300   

Labor

     1,587         1,063   

Legal

     427         311   
  

 

 

    

 

 

 

Total

     Ps. 4,285         Ps. 4,674   
  

 

 

    

 

 

 

 

(1) As of December 31, 2013 indirect taxes include Ps. 246 of tax loss contingencies regarding indemnification accorded with Heineken over FEMSA Cerveza prior tax contingencies.

 

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25.5 Changes in the balance of provisions recorded

25.5.1 Indirect taxes

 

     December 31,
2014
    December 31,
2013
    December 31,
2012
 

Balance at beginning of the year

     Ps. 3,300        Ps. 1,263        Ps. 1,405   

Penalties and other charges

     220        1        107   

New contingencies

     38        263        56   

Reclassification in tax contingencies with Heineken

     1,349        —          —     

Contingencies added in business combination

     1,190        2,143        117   

Cancellation and expiration

     (798     (5     (124

Payments

     (2,517     (303     (157

Current portion

     —          (163     (52

Brazil amnesty adoption

     (599     —          —     

Restatement of the beginning balance of subsidiaries in hyperinflationary economies

     88        101        (89
  

 

 

   

 

 

   

 

 

 

Balance at end of the year

     Ps. 2,271        Ps. 3,300        Ps. 1,263   
  

 

 

   

 

 

   

 

 

 

During 2014, Coca-Cola FEMSA took advantage of a Brazilian tax amnesty program. The settlement of certain outstanding matters under that amnesty program generated a benefit Ps. 455 which is reflected in other income during the year ended December 31, 2014 (see Note 19).

25.5.2 Labor

 

     December 31,
2014
    December 31,
2013
    December 31,
2012
 

Balance at beginning of the year

     Ps. 1,063        Ps. 934        Ps. 1,128   

Penalties and other charges

     107        139        189   

New contingencies

     145        187        134   

Contingencies added in business combination

     442        157        15   

Cancellation and expiration

     (53     (226     (359

Payments

     (57     (69     (91

Restatement of the beginning balance of subsidiaries in hyperinflationary economies

     (60     (59     (82
  

 

 

   

 

 

   

 

 

 

Balance at end of the year

     Ps. 1,587        Ps. 1,063        Ps. 934   
  

 

 

   

 

 

   

 

 

 

A roll forward for legal contingencies is not disclosed because the amounts are not considered to be material.

While provision for all claims has already been made, the actual outcome of the disputes and the timing of the resolution cannot be estimated by the Company at this time.

25.6 Unsettled lawsuits

The Company has entered into several proceedings with its labor unions, tax authorities and other parties that primarily involve Coca-Cola FEMSA and its subsidiaries. These proceedings have resulted in the ordinary course of business and are common to the industry in which the Company operates. The aggregate amount being claimed against the Company resulting from such proceedings as of December 31, 2014 is Ps. 30,071. Such contingencies were classified by legal counsel as less than probable but more than remote of being settled against the Company. However, the Company believes that the ultimate resolution of such several proceedings will not have a material effect on its consolidated financial position or result of operations.

Included in this amount Coca-Cola FEMSA has tax contingencies, amounting to approximately Ps. 21,217, with loss expectations assessed by management and supported by the analysis of legal counsel which it considers possible. Among these possible contingencies, are Ps. 8,625 in various tax disputes related primarily to credits for ICMS (VAT) and Industrialized Products Tax (IPI). Possible claims also include Ps. 10,194 related to the disallowance of IPI credits on the acquisition of inputs from the Manaus Free Trade Zone. Cases related to these matters are pending final decision at the administrative level. Possible claims also include Ps. 1,817 related to compensation of federal taxes not approved by the IRS (Tax authorities).

 

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Cases related to these matters are pending final decision in the administrative and judicial spheres. Finally, possible claims include Ps. 538 related to the requirement by the Tax Authorities of State of São Paulo for ICMS (VAT), interest and penalty due to the alleged underpayment of tax arrears for the period 1994-1996. Coca-Cola FEMSA is defending its position in these matters and final decision is pending in court. In addition, the Company has Ps. 5,162 in unsettled indirect tax contingencies regarding indemnification accorded with Heineken over FEMSA Cerveza. These matters are related to different Brazilian federal taxes which are pending final decision.

At December 31, 2014 there are not important labor and legal contingencies that we have to disclose.

In recent years in its Mexican and Brazilian territories, Coca-Cola FEMSA has been requested to present certain information regarding possible monopolistic practices. These requests are commonly generated in the ordinary course of business in the soft drink industry where this subsidiary operates. The Company does not expect any material liability to arise from these contingencies.

25.7 Collateralized contingencies

As is customary in Brazil, the Company has been required by the tax authorities there to collateralize tax contingencies currently in litigation amounting to Ps. 3,026 and Ps. 2,248 as of December 31, 2014 and 2013, respectively, by pledging fixed assets and entering into available lines of credit covering the contingencies (see Note 13).

25.8 Commitments

As of December 31, 2014, the Company has contractual commitments for finance leases for machinery and transport equipment and operating lease for the rental of production machinery and equipment, distribution and computer equipment, and land for FEMSA Comercio’s operations.

The contractual maturities of the operating lease commitments by currency, expressed in Mexican pesos as of December 31, 2014, are as follows:

 

     Mexican
Pesos
     U.S.
Dollars
     Others  

Not later than 1 year

     Ps. 3,434         Ps. 196         Ps. 29   

Later than 1 year and not later than 5 years

     12,340         689         15   

Later than 5 years

     15,672         361         3   
  

 

 

    

 

 

    

 

 

 

Total

     Ps. 31,446         Ps. 1,246         Ps. 47   
  

 

 

    

 

 

    

 

 

 

Rental expense charged to consolidated net income was Ps. 4,988, Ps. 4,345 and Ps. 4,032 for the years ended December 31, 2014, 2013 and 2012, respectively.

 

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Future minimum lease payments under finance leases with the present value of the net minimum lease payments are as follows:

 

     2014
Minimum
Payments
     Present
Value of
Payments
     2013
Minimum
Payments
     Present
Value of
Payments
 

Not later than 1 year

     Ps. 299         Ps. 263         Ps. 322         Ps. 276   

Later than 1 year and not later than 5 years

     596         568         852         789   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total mínimum lease payments

     895         831         1,174         1,065   

Less amount representing finance charges

     64         —           109         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Present value of minimum lease payments

     831         831         1,065         1,065   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company through its subsidiary Coca-Cola FEMSA has firm commitments for the purchase of property, plant and equipment of Ps. 2,077 as December 31, 2014.

25.9 Reestructuring provision

Coca-Cola FEMSA recorded a restructuring provision. This provision relates principally to reorganization in the structure of the Company. The restructuring plan was drawn up and announced to the employees of the Company in 2014 when the provision was recognized in its consolidated financial statements. The restructuring of the Company is expected to complete by 2015 and it is presented in current liabilities within accounts payable caption in the consolidated statement of financial position.

 

     December 31,
2014
    December 31,
2013
    December 31,
2012
 

Balance at beginning of the year

     Ps. —          Ps. 90        Ps. 153   

New

     199        179        195   

Payments

     (142     (234     (258

Cancellation

     (25     (35     —     
  

 

 

   

 

 

   

 

 

 

Balance at end of the year

     Ps. 32        Ps. —          Ps. 90   
  

 

 

   

 

 

   

 

 

 

Note 26. Information by Segment

The analytical information by segment is presented considering the Company’s business units (Subholding Companies as defined in Note 1), which is consistent with the internal reporting presented to the Chief Operating Decision Maker. A segment is a component of the Company that engages in business activities from which it earns revenues, and incurs the related costs and expenses, including revenues, costs and expenses that relate to transactions with any of Company’s other components. All segments’ operating results are reviewed regularly by the Chief Operating Decision Maker, which makes decisions about the resources that would be allocated to the segment and to assess its performance, and for which financial information is available.

Inter-segment transfers or transactions are entered into and presented under accounting policies of each segment, which are the same to those applied by the Company. Intercompany operations are eliminated and presented within the consolidation adjustment column included in the tables below.

 

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a) By Business Unit:

 

2014

   Coca-Cola
FEMSA
    FEMSA
Comercio
    CB
Equity
     Other (1)     Consolidation
Adjustments
    Consolidated  

Total revenues

     Ps. 147,298        Ps. 109,624        Ps. —           Ps. 20,069        Ps. (13,542)        Ps. 263,449   

Intercompany revenue

     3,475             10,067        (13,542     —     

Gross profit

     68,382        39,386        —           4,871        (2,468     110,171   

Administrative expenses

                10,244   

Selling expenses

                69,016   

Other income

                1,098   

Other expenses

                (1,277

Interest expense

     (5,546     (686     —           (1,093     624        (6,701

Interest income

     379        23        16         1,068        (624     862   

Other net finance expenses (3)

                (1,149

Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method

     14,952        7,959        8         905        (80     23,744   

Income taxes

     3,861        541        2         1,849        —          6,253   

Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes

     (125     37        5,244         (17     —          5,139   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Consolidated net income

                22,630   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Depreciation and amortization (2)

     6,949        2,872        —           193        —          10,014   

Non-cash items other than depreciation and amortization

     693        204        —           87          984   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Investments in associates and joint ventures

     17,326        742        83,710         381        —          102,159   

Total assets

     212,366        43,722        85,742         51,251        (16,908     376,173   

Total liabilities

     102,248        31,860        2,005         26,846        (16,908     146,051   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Investments in fixed assets (4)

     11,313        5,191        —           1,955        (296     18,163   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

(1) Includes other companies (see Note 1) and corporate.
(2) Includes bottle breakage.
(3) Includes foreign exchange loss, net; loss on monetary position for subsidiaries in hyperinflationary economies; and market value gain on financial instruments.
(4) Includes acquisitions and disposals of property, plant and equipment, intangible assets and other long-lived assets.

 

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2013

   Coca-Cola
FEMSA
    FEMSA
Comercio
    CB
Equity
     Other (1)     Consolidation
Adjustments
    Consolidated  

Total revenues

     Ps. 156,011        Ps. 97,572        Ps. —           Ps. 17,254        Ps. (12,740)        Ps. 258,097   

Intercompany revenue

     3,116        —          —           9,624        (12,740     —     

Gross profit

     72,935        34,586        —           4,670        (2,537     109,654   

Administrative expenses

     —          —          —           —          —          9,963   

Selling expenses

     —          —          —           —          —          69,574   

Other income

     —          —          —           —          —          651   

Other expenses

     —          —          —           —          —          (1,439

Interest expense

     (3,341     (601     —           (865     476        (4,331

Interest income

     654        5        12         1,030        (476     1,225   

Other net finance expenses (3)

     —          —          —           —          —          (1,143

Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method

     17,224        2,890        4         5,120        (158     25,080   

Income taxes

     5,731        339        1         1,685        —          7,756   

Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes

     289        11        4,587         (56     —          4,831   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Consolidated net income

                22,155   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Depreciation and amortization (2)

     7,132        2,443        —           121        —          9,696   

Non-cash items other than depreciation and amortization

     12        197        —           108        —          317   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Investments in associates and joint ventures

     16,767        734        80,351         478        —          98,330   

Total assets

     216,665        39,617        82,576         45,487        (25,153     359,192   

Total liabilities

     99,512        37,858        1,933         21,807        (24,468     136,642   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Investments in fixed assets (4)

     11,703        5,683        —           831        (335     17,882   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

(1) Includes other companies (see Note 1) and corporate.
(2) Includes bottle breakage.
(3) Includes foreign exchange loss, net; loss on monetary position for subsidiaries in hyperinflationary economies; and market value gain on financial instruments.
(4) Includes acquisitions and disposals of property, plant and equipment, intangible assets and other long-lived assets.

 

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2012

   Coca-Cola
FEMSA
    FEMSA
Comercio
    CB Equity      Other (1)     Consolidation
Adjustments
    Consolidated  

Total revenues

     Ps. 147,739        Ps. 86,433        Ps. —           Ps. 15,899        Ps. (11,762)        Ps. 238,309   

Intercompany revenue

     2,873        5        —           8,884        (11,762     —     

Gross profit

     68,630        30,250        —           4,647        (2,227     101,300   

Administrative expenses

     —          —          —           —          —          9,552   

Selling expenses

     —          —          —           —          —          62,086   

Other income

     —          —          —           —          —          1,745   

Other expenses

     —          —          —           —          —          (1,973

Interest expense

     (1,955     (445     —           (511     405        (2,506

Interest income

     424        19        18         727        (405     783   

Other net finance expenses (3)

     —          —          —           —          —          (181

Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method

     19,992        6,146        10         1,620        (238     27,530   

Income taxes

     6,274        729        —           946        —          7,949   

Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes

     180        (23     8,311         2        —          8,470   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Consolidated net income

                28,051   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Depreciation and amortization (2)

     5,692        2,031        —           293        (126     7,890   

Non-cash items other than depreciation and amortization

     580        200        —           237        —          1,017   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Investments in associates and joint ventures

     5,352        459        77,484         545        —          83,840   

Total assets

     166,103        31,092        79,268         31,078        (11,599     295,942   

Total liabilities

     61,275        21,356        1,822         12,409        (11,081     85,781   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Investments in fixed assets (4)

     10,259        4,707        —           959        (365     15,560   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

(1) Includes other companies (see Note 1) and corporate.
(2) Includes bottle breakage.
(3) Includes foreign exchange loss, net; loss on monetary position for subsidiaries in hyperinflationary economies; and market value gain on financial instruments.
(4) Includes acquisitions and disposals of property, plant and equipment, intangible assets and other long-lived assets.

 

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b) Information by geographic area:

The Company aggregates geographic areas into the following for the purposes of its consolidated financial statements: (i) Mexico and Central America division (comprising the following countries: Mexico, Guatemala, Nicaragua, Costa Rica and Panama) and (ii) the South America division (comprising the following countries: Brazil, Argentina, Colombia and Venezuela). Venezuela operates in an economy with exchange controls and hyper-inflation; and as a result, it is not aggregated into the South America area, (iii) Europe (comprised of the Company’s equity method investment in Heineken) and (iv) the Asian division comprised of the Coca Cola FEMSA’s equity method investment in CCFPI (Philippines) which was acquired in January 2013.

Geographic disclosure for the Company is as follow:

 

2014

   Total
Revenues
    Total
Non Current
Assets
 

Mexico and Central America (1)(2)

     Ps. 186,736        Ps. 139,899   

South America (3)

     69,172        67,078   

Venezuela

     8,835        6,374   

Europe

     —          83,710   

Consolidation adjustments

     (1,294     —     
  

 

 

   

 

 

 

Consolidated

     Ps. 263,449        Ps. 297,061   
  

 

 

   

 

 

 

 

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2013

   Total
Revenues
    Total
Non Current
Assets
 

Mexico and Central America (1)(2)

     Ps. 171,726        Ps. 133,571   

South America (3)

     55,157        61,143   

Venezuela

     31,601        10,558   

Europe

     —          80,351   

Consolidation adjustments

     (387     —     
  

 

 

   

 

 

 

Consolidated

     Ps. 258,097        Ps. 285,623   
  

 

 

   

 

 

 

 

2012

   Total
Revenues
 

Mexico and Central America (1)

     Ps. 155,576   

South America (3)

     56,444   

Venezuela

     26,800   

Europe

     —     

Consolidation adjustments

     (511
  

 

 

 

Consolidated

     Ps. 238,309   
  

 

 

 

 

(1) Central America includes Guatemala, Nicaragua, Costa Rica and Panama. Domestic (Mexico only) revenues were Ps. 178,125, Ps. 163,351 and Ps. 148,098 during the years ended December 31, 2014, 2013 and 2012, respectively. Domestic (Mexico only) non-current assets were Ps. 138,662 and Ps. 127,693, as of December 31, 2014, and December 31, 2013, respectively.
(2) Coca-Cola FEMSA’s Asian division consists of the 51% equity investment in CCFPI (Philippines) which was acquired in 2013, and is accounted for using the equity method of accounting (see Note 10). The equity in earnings of the Asian division were Ps. (334) and Ps. 108 in 2014 and 2013, respectively as is the equity method investment in CCFPI was Ps. 9,021 and Ps. 9,398 and this is presented as part of the Company’s corporate operations in 2014 and 2013, respectively and thus disclosed net in the table above as part of the “Total Non Current assets” in the Mexico & Central America division. However, the Asian division is represented by the following investee level amounts, prior to reflection of the Company’s 51% equity interest in the accompanying consolidated financial statements: revenues Ps. 16,548 and Ps. 13,438, gross profit Ps. 4,913 and Ps. 4,285, income before income taxes Ps. 664 and Ps. 310, depreciation and amortization Ps. 643 and Ps. 1,229, total assets Ps. 19,877 and Ps. 17,232, total liabilities Ps. 6,614 and Ps. 4,488, capital expenditures Ps. 2,215 and Ps. 1,889, as of December 31, 2104 and 2013, respectively.
(3) South America includes Brazil, Argentina, Colombia and Venezuela, although Venezuela is shown separately above. South America revenues include Brazilian revenues of Ps. 45,799, Ps. 31,138 and Ps. 30,930 during the years ended December 31, 2014, 2013 and 2012, respectively. Brazilian non-current assets were Ps. 51,587 and Ps. 45,900, as of December 31, 2014 and December 31, 2013, respectively. South America revenues include Colombia revenues of Ps. 14,207, Ps. 13,354 and Ps. 14,597 during the years ended December 31, 2014, 2013 and 2012, respectively. Colombia non-current assets were Ps. 12,933 and Ps. 12,888, as of December 31, 2014 and December 31, 2013, respectively. South America revenues include Argentina revenues of Ps. 9,714, Ps. 10,729 and Ps. 10,270 during the years ended December 31, 2014, 2013 and 2012, respectively. Argentina non-current assets were Ps. 2,470 and Ps. 2,042, as of December 31, 2014 and December 31, 2013, respectively.

Note 27. Future Impact of Recently Issued Accounting Standards not yet in Effect

The Company has not applied the following standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

IFRS 9, Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. The transition to IFRS 9 differs by requirements and is partly retrospective and partly prospective. Early application of previous versions of IFRS 9 (2009, 2010 and 2013) is permitted if the date of initial application is before February 1, 2015. The Company has not early adopted this IFRS, and the Company has yet to complete its evaluation of whether it will have a material impact on its consolidated financial statements.

 

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IFRS 15, Revenue from Contracts with Customers

IFRS 15, “Revenue from Contracts with Customers”, was issued in May 2014 and applies to annual reporting periods beginning on or after January 1, 2017, earlier application is permitted. Revenue is recognized as control is passed, either over time or at a point in time.

The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. In applying the revenue model to contracts within its scope, an entity will: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; 5) Recognize revenue when (or as) the entity satisfies a performance obligation. Also, an entity needs to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company has yet to complete its evaluation of whether these changes will have a significant impact on its consolidated financial statements.

Amendments to IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortization

The amendments clarify the principle in IAS 16 and IAS 38 that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. The amendments are effective prospectively for annual periods beginning on or after January 1, 2016, with early adoption permitted. These amendments are not expected to have any impact to the Company given that the Company has not used a revenue-based method to depreciate its non-current assets.

Amendments to IFRS 11, Joint Arrangements: Accounting for acquisitions of interests

The amendments to IFRS 11 require that a joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business must apply the relevant IFRS 3 principles for business combinations accounting. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained.

The amendments apply to both the acquisition of the initial interest in a joint operation and the acquisition of any additional interests in the same joint operation and are prospectively effective for annual periods beginning on or after January 1, 2016, with early adoption permitted. The Company anticipates that no impact is expected on the financial statements from the adoption of these amendments because it does not have investment in a joint operation.

Note 28. Subsequent Events

On February 11, 2015, the Venezuelan government announced plans for a new foreign currency exchange system with three markets. The new legislation, maintains the official exchange rate of 6.3 bolivars to the US dollar that will continue to be available for certain foods and medicines; furthermore the new legislation merges SICAD I and SICAD II into a new SICAD that is currently valued at 12 bolivars per USD, and creates a new open market foreign exchange system (SIMADI) that started at 170 Bolivars per USD. Based upon the specific facts and circumstances, the Company currently anticipates using the SIMADI exchange rate to translate its future results of operations in Venezuela into its reporting currency, the Mexican peso, commencing with its results for the first quarter of 2015. This translation effect will further adversely affect its comprehensive income and financial position. The Venezuelan government may announce further changes to the exchange rate system in the future. To the extent a higher exchange rate is applied to the investment in Venezuela in future periods as a result of changes to existing regulations, subsequently adopted regulations or otherwise, the Company could be required to further reduce the amount of its foreign direct investment in Venezuela and its comprehensive income and financial condition would be further adversely affected.

 

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More generally, future currency devaluations or the imposition of exchange controls in any of the countries in which the Company operates may potentially increase its operating costs, which could have an adverse effect on its financial position, results of operations and comprehensive income.

On December 2014, FEMSA Comercio agreed to acquire 100% of Farmacias Farmacon, a regional drugstore operator in the western Mexican states of Sinaloa, Sonora, Baja California and Baja California Sur. Headquartered in the city of Culiacan, Sinaloa, Farmacias Farmacon currently operates 213 stores. The transactioni is pending customary regulatory approvals, including the authorization of the Mexican Federal Economic Competition Commission (“Comisión Federal de Competencia Económica”).

Since 1995, FEMSA Comercio has been providing services and assets for the operation of gasoline service stations through agreements with third parties that own Petroleos Mexicanos (PEMEX) franchises, using the commercial brand OXXO Gas. As of December 31, 2014 there were 227 OXXO Gas stations, most of them adjacent to OXXO stores. Mexican legislation precluded FEMSA Comercio from participating in the retail of gasoline and therefore from owning PEMEX franchises given FEMSA’s foreign institutional investor base. In light of recent changes to the legal framework as part of Mexico’s energy reform, FEMSA Comercio is no longer precluded from owning PEMEX franchises and participating in the retail of gasoline. In order to enable this, FEMSA Comercio has agreed to acquireii the related PEMEX franchises from the aforementioned third parties and plans to lease, acquire or open more gasoline service stations in the future.

On February 25, 2015, the Company’s Board of Directors agreed to propose the payment of a cash dividend in the amount of Ps. 7,350 to be paid in two equal installments as of May 7, 2015 and November 5, 2015. This ordinary dividend was approved by the Annual Shareholders meeting on March 19, 2015.

 

i 

The amount of Farmacias Farmacon acquicition is not significat for the Company.

ii 

The amount of PEMEX franchises acquicitions is not significat for the Company.

 

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Report of Independent Registered Public Accounting Firm

To: The Executive and Supervisory Board of Heineken N.V.

We have audited the accompanying consolidated statements of financial position of Heineken N.V. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of cash flows, and consolidated statements of changes in equity for each of the years in the three-year period ended December 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Heineken N.V. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

/s/ KPMG Accountants N.V.

Amsterdam, the Netherlands

February 10, 2015

 

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Financial statements

Consolidated Income Statement

 

     Note      2014     2013     2012  
For the year ended 31 December                          
In millions of EUR                          

Revenue

     5         19,257        19,203        18,383   

Other income

     8         93        226        1,510   

Raw materials, consumables and services

     9         (12,053     (12,186     (11,849

Personnel expenses

     10         (3,080     (3,108     (3,031

Amortisation, depreciation and impairments

     11         (1,437     (1,581     (1,316

Total expenses

        (16,570     (16,875     (16,196

Results from operating activities

        2,780        2,554        3,697   

Interest income

     12         48        47        62   

Interest expenses

     12         (457     (579     (551

Other net finance income/(expenses)

     12         (79     (61     168   

Net finance expenses

        (488     (593     (321

Share of profit of associates and joint ventures and impairments thereof (net of income tax)

     16         148        146        213   

Profit before income tax

        2,440        2,107        3,589   

Income tax expense

     13         (732     (520     (515

Profit

        1,708        1,587        3,074   

Attributable to:

         

Equity holders of the Company (net profit)

        1,516        1,364        2,914   

Non-controlling interests

        192        223        160   

Profit

        1,708        1,587        3,074   
     

 

 

   

 

 

   

 

 

 

Weighted average number of shares – basic

     23         574,945,645        575,062,357        575,022,338   

Weighted average number of shares – diluted

     23         576,002,613        576,002,613        576,002,613   

Basic earnings per share (EUR)

     23         2.64        2.37        5.07   

Diluted earnings per share (EUR)

     23         2.63        2.37        5.06   

 

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Consolidated Statement of Comprehensive Income

 

     Note      2014     2013     2012  
For the year ended 31 December                          

In millions of EUR

                         

Profit

        1,708        1,587        3,074   

Other comprehensive income:

         

Items that will not be reclassified to profit or loss:

         

Actuarial gains and losses

     24/28         (344     197        (404

Items that may be subsequently reclassified to profit or loss:

         

Currency translation differences

     24         697        (1,282     39   

Recycling of currency translation differences to profit or loss

     24         —          1        —     

Effective portion of net investment hedges

     24         (5     13        6   

Effective portion of changes in fair value of cash flow hedges

     24         (99     16        14   

Effective portion of cash flow hedges transferred to profit or loss

     24         (3     (4     41   

Net change in fair value available-for-sale investments

     24         (1     (53     135   

Net change in fair value available-for-sale investments transferred to profit or loss

     24         —          —          (148

Share of other comprehensive income of associates/joint ventures

     24         (7     5        (1

Other comprehensive income, net of tax

     24         238        (1,107     (318

Total comprehensive income

        1,946        480        2,756   
     

 

 

   

 

 

   

 

 

 

Attributable to:

         

Equity holders of the Company

        1,686        336        2,608   

Non-controlling interests

        260        144        148   

Total comprehensive income

        1,946        480        2,756   
     

 

 

   

 

 

   

 

 

 

 

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Consolidated Statement of Financial Position

 

     Note      2014     2013  
As at 31 December                    

In millions of EUR

                   

Assets

       

Property, plant and equipment

     14         8,718        8,454   

Intangible assets

     15         16,341        15,934   

Investments in associates and joint ventures

     16         2,033        1,883   

Other investments and receivables

     17         737        762   

Advances to customers

        254        301   

Deferred tax assets

     18         661        508   

Total non-current assets

        28,744        27,842   

Inventories

     19         1,634        1,512   

Other investments

     17         13        11   

Trade and other receivables

     20         2,743        2,427   

Prepayments and accrued income

        317        218   

Income tax receivables

        23        —     

Cash and cash equivalents

     21         668        1,290   

Assets classified as held for sale

     7         688        37   

Total current assets

        6,086        5,495   

Total assets

        34,830        33,337   
     

 

 

   

 

 

 

Equity

  

Share capital

     22         922        922   

Share premium

     22         2,701        2,701   

Reserves

        (427     (858

Retained earnings

        9,213        8,637   

Equity attributable to equity holders of the Company

        12,409        11,402   

Non-controlling interests

     22         1,043        954   

Total equity

        13,452        12,356   

Liabilities

  

Loans and borrowings

     25         9,499        9,853   

Tax liabilities

        3        112   

Employee benefits

     28         1,443        1,202   

Provisions

     30         398        367   

Deferred tax liabilities

     18         1,503        1,444   

Total non-current liabilities

        12,846        12,978   

Bank overdrafts

     21         595        178   

Loans and borrowings

     25         1,671        2,195   

Trade and other payables

     31         5,533        5,131   

Tax liabilities

        390        317   

Provisions

     30         165        171   

Liabilities classified as held for sale

     7         178        11   

Total current liabilities

        8,532        8,003   

Total liabilities

        21,378        20,981   

Total equity and liabilities

        34,830        33,337   
     

 

 

   

 

 

 

 

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Consolidated Statement of Cash Flows

 

     Note      2014     2013     2012  
For the year ended 31 December                          

In millions of EUR

                         

Operating activities

         

Profit

        1,708        1,587        3,074   

Adjustments for:

         

Amortisation, depreciation and impairments

     11         1,437        1,581        1,316   

Net interest expenses

     12         409        532        489   

Gain on sale of property, plant and equipment, intangible assets and subsidiaries, joint ventures and associates

     8         (93     (226     (1,510

Investment income and share of profit and impairments of associates and joint ventures and dividend income on available-for-sale and held-for-trading investments

        (158     (160     (238

Income tax expenses

     13         732        520        515   

Other non-cash items

        244        156        (65

Cash flow from operations before changes in working capital and provisions

        4,279        3,990        3,581   

Change in inventories

        (104     (42     (52

Change in trade and other receivables

        (325     5        (64

Change in trade and other payables

        456        88        217   

Total change in working capital

        27        51        101   

Change in provisions and employee benefits

        (166     (58     (164

Cash flow from operations

        4,140        3,983        3,518   

Interest paid

        (522     (557     (490

Interest received

        60        56        82   

Dividends received

        125        148        184   

Income taxes paid

        (745     (716     (599

Cash flow related to interest, dividend and income tax

        (1,082     (1,069     (823

Cash flow from operating activities

        3,058        2,914        2,695   
     

 

 

   

 

 

   

 

 

 

Investing activities

         

Proceeds from sale of property, plant and equipment and intangible assets

        144        152        131   

Purchase of property, plant and equipment

     14         (1,494     (1,369     (1,170

Purchase of intangible assets

     15         (57     (77     (78

Loans issued to customers and other investments

        (117     (143     (143

Repayment on loans to customers

        40        41        50   

Cash flow (used in)/from operational investing activities

        (1,484     (1,396     (1,210

Free operating cash flow

        1,574        1,518        1,485   

Acquisition of subsidiaries, net of cash acquired

        (159     (17     (3,311

Acquisition of/additions to associates, joint ventures and other investments

        (7     (53     (1,246

Disposal of subsidiaries, net of cash disposed of

     6         (27     460        —     

Disposal of associates, joint ventures and other investments

     6/7         4        165        142   

Cash flow (used in)/from acquisitions and disposals

        (189     555        (4,415

Cash flow (used in)/from investing activities

        (1,673     (841     (5,625
     

 

 

   

 

 

   

 

 

 

Financing activities

         

Proceeds from loans and borrowings

        858        1,663        6,837   

Repayment of loans and borrowings

        (2,443     (2,474     (2,928

Dividends paid

        (723     (710     (604

Purchase own shares

        (9     (21     —     

Acquisition of non-controlling interests

        (137     (209     (252

Other

        1        (1     3   

Cash flow (used in)/from financing activities

        (2,453     (1,752     3,056   
     

 

 

   

 

 

   

 

 

 

Net cash flow

        (1,068     321        126   

Cash and cash equivalents as at 1 January

        1,112        846        606   

Effect of movements in exchange rates

        29        (55     114   

Cash and cash equivalents as at 31 December

     21         73        1,112        846   
     

 

 

   

 

 

   

 

 

 

 

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Consolidated Statement of Changes in Equity

 

In millions of EUR

  Note     Share
capital
    Share
premium
    Translation
reserve
    Hedging
reserve
    Fair
value
reserve
    Other
legal
reserves
    Reserve
for own
shares
    Retained
earnings
    Equity
attributable
to equity
holders of the
Company
    Non-
controlling
interests
    Total
equity
 

Balance as at 1 January 2012

      922        2,701        (575     (69     159        1,026        (43     5,696        9,817        318        10,135   

Profit

      —          —          —          —          —          222        —          2,692        2,914        160        3,074   

Other comprehensive income

    24        —          —          48        58        (9     4        —          (407     (306     (12     (318

Total comprehensive income

      —          —          48        58        (9     226        —          2,285        2,608        148        2,756   

Transfer to retained earnings

      —          —          —          —          —          (473     —          473        —          —          —     

Dividends to shareholders

      —          —          —          —          —          —          —          (494     (494     (110     (604

Purchase/reissuance own/non-controlling shares

      —          —          —          —          —          —          —          —          —          —          —     

Own shares delivered

      —          —          —          —          —          —          17        (17     —          —          —     

Share-based payments

      —          —          —          —          —          —          —          15        15        —          15   

Acquisition of non-controlling interests without a change in control

    6        —          —          —          —          —          —          —          (212     (212     715        503   

Balance as at 31 December 2012

      922        2,701        (527     (11     150        779        (26     7,746        11,734        1,071        12,805   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Consolidated Statement of Changes in Equity continued

 

In millions of EUR    Note     Share
capital
    Share
premium
    Translation
reserve
    Hedging
reserve
    Fair
value
reserve
    Other
legal
reserves
    Reserve
for own
shares
    Retained
earnings
    Equity
attributable
to equity
holders of the
Company
    Non-
controlling
interests
    Total
equity
 

Balance as at 1 January 2013

       922        2,701        (527     (11     150        779        (26     7,746        11,734        1,071        12,805   

Profit

       —          —          —          —          —          214        —          1,150        1,364        223        1,587   

Other comprehensive income

     24        —          —          (1,194     13        (53     —          —          206        (1,028     (79     (1,107

Total comprehensive income

       —          —          (1,194     13        (53     214        —          1,356        336        144        480   

Transfer to retained earnings

       —          —          —          —          —          (188     —          188        —          —          —     

Dividends to shareholders

       —          —          —          —          —          —          —          (530     (530     (185     (715

Purchase/reissuance own/non-controlling shares

       —          —          —          —          —          —          (21     —          (21     —          (21

Own shares delivered

       —          —          —          —          —          —          6        (6     —          —          —     

Share-based payments

       —          —          —          —          —          —          —          8        8        —          8   

Acquisition of non-controlling interests without a change in control

     6        —          —          —          —          —          —          —          (125     (125     (76     (201

Balance as at 31 December 2013

       922        2,701        (1,721     2        97        805        (41     8,637        11,402        954        12,356   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Consolidated Statement of Changes in Equity continued

 

In millions of EUR   Note     Share
capital
    Share
premium
    Translation
reserve
    Hedging
reserve
    Fair
value
reserve
    Other
legal
reserves
    Reserve
for own
shares
    Retained
earnings
    Equity
attributable
to equity
holders of the
Company
    Non-
controlling
interests
    Total
equity
 

Balance as at 1 January 2014

      922        2,701        (1,721     2        97        805        (41     8,637        11,402        954        12,356   

Profit

      —          —          —          —          —          174        —          1,342        1,516        192        1,708   

Other comprehensive income

    24        —          —          624        (101     (1     —          —          (352     170        68        238   

Total comprehensive income

      —          —          624        (101     (1     174        —          990        1,686        260        1,946   

Transfer to retained earnings

      —          —          —          —          —          (236     —          236        —          —          —     

Dividends to shareholders

      —          —          —          —          —          —          —          (512     (512     (224     (736

Purchase/reissuance own/non-controlling shares

      —          —          —          —          —          —          (33     —          (33     32        (1

Own shares delivered

      —          —          —          —          —          —          4        (4     —          —          —     

Share-based payments

      —          —          —          —          —          —          —          47        47        1        48   

Acquisition of non-controlling interests without a change in control

    6        —          —          —          —          —          —          —          (181     (181     20        (161

Balance as at 31 December 2014

      922        2,701        (1,097     (99     96        743        (70     9,213        12,409        1,043        13,452   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Notes to the Consolidated Financial Statements

1. Reporting entity

Heineken N.V. (the ‘Company’) is a company domiciled in the Netherlands. The address of the Company’s registered office is Tweede Weteringplantsoen 21, Amsterdam. The consolidated financial statements of the Company as at and for the year ended 31 December 2014 comprise the Company, its subsidiaries (together referred to as ‘HEINEKEN’ and individually as ‘HEINEKEN’ entities) and HEINEKEN’s interest in jointly controlled entities and associates.

Disclosures on subsidiaries, jointly controlled entities and associates are included in notes 36 and 16 respectively.

HEINEKEN is primarily involved in the brewing and selling of beer.

2. Basis of preparation

 

(a) Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the EU and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code. All standards and interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) effective year-end 2014 have been adopted by the EU. Consequently, the accounting policies applied by the Company also comply fully with IFRS as issued by the IASB.

The consolidated financial statements have been prepared by the Executive Board of the Company and authorised for issue on 10 February 2015 and will be submitted for adoption to the Annual General Meeting of Shareholders on 23 April 2015.

 

(b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis unless otherwise indicated.

The methods used to measure fair values are discussed further in notes 3 and 4.

 

(c) Functional and presentation currency

These consolidated financial statements are presented in Euro, which is the Company’s functional currency. All financial information presented in Euro has been rounded to the nearest million unless stated otherwise.

 

(d) Use of estimates and judgements

The preparation of consolidated financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

In particular, information about assumptions and estimation uncertainties and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements are described in the following notes:

Note 6 Acquisitions and disposals of subsidiaries and non-controlling interests

Note 15 Intangible assets

Note 16 Investments in associates and joint ventures

Note 17 Other investments and receivables

Note 18 Deferred tax assets and liabilities

Note 28 Employee benefits

Note 30 Provisions

Note 32 Financial risk management and financial instruments

Note 34 Contingencies

 

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2. Basis of preparation continued

 

(e) Changes in accounting policies

HEINEKEN has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of 1 January 2014.

 

 

Offsetting Financial Assets and Financial Liabilities (amendments to IAS 32)

 

 

Recoverable Amount Disclosures for Non-Financial Assets (amendments to IAS 36)

 

 

Novation of Derivatives and Continuation of Hedge Accounting (amendments to IAS 39)

 

 

IFRIC 21 Levies

Offsetting Financial Assets and Financial liabilities (amendments to IAS 32)

The amendments to IAS 32 clarify the offsetting rules for financial assets and financial liabilities on the statement of financial position. The clarifications of the offsetting principle in IAS 32 did not result in any changes to the financial assets and liabilities compared with the practice adopted before these amendments.

Recoverable Amount Disclosures for Non-Financial Assets (amendments to IAS 36)

HEINEKEN will comply with the extended disclosure requirements on the recoverable amount of non-financial assets, when applicable.

Novation of Derivatives and Continuation of Hedge Accounting (amendments to IAS 39)

As the result of this amendment, HEINEKEN has changed its accounting policy for novation of derivatives and continuation of hedge accounting. These amendments, however, did not have an impact on the consolidated financial statements of HEINEKEN.

IFRIC 21 Levies

IFRIC 21, Levies, clarifies that a levy is not recognised until the obligating event specified in the legislation occurs, even if there is no realistic opportunity to avoid the obligation. HEINEKEN has reassessed the timing of when to accrue levies imposed by legislation and concluded that the interpretation does not have a material impact on the consolidated financial statements.

3. Significant accounting policies

General

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by HEINEKEN entities.

 

(a) Basis of consolidation

 

(i) Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to HEINEKEN. HEINEKEN controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

HEINEKEN measures goodwill at the acquisition date as the fair value of the consideration transferred plus the fair value of any previously held equity interest in the acquiree and the recognised amount of any non-controlling interests in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that HEINEKEN incurs in connection with a business combination are expensed as incurred.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent considerations are recognised in profit or loss.

 

(ii) Acquisitions of non-controlling interests

Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result. Adjustments to non-controlling interests arising from transactions that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary.

 

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3. Significant accounting policies continued

 

(iii) Subsidiaries

Subsidiaries are entities controlled by HEINEKEN. HEINEKEN controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by HEINEKEN. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests, even if doing so causes the non-controlling interests to have a deficit balance.

 

(iv) Loss of control

Upon the loss of control, HEINEKEN derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any resulting gain or loss is recognised in profit or loss. If HEINEKEN retains any interest in the previous subsidiary, such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity-accounted investee or as an available-for-sale financial asset, depending on the level of influence retained.

 

(v) Interests in equity-accounted investees

HEINEKEN’s investments in associates and joint ventures are accounted for using the equity method of accounting. Investments in associates are those entities in which HEINEKEN has significant influence, but no control or joint control, over the financial and operating policies. Joint ventures are the arrangements in which HEINEKEN has joint control, whereby HEINEKEN has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Investments in associates and joint ventures are recognised initially at cost. The cost of the investment includes transaction costs.

The consolidated financial statements include HEINEKEN’s share of the profit or loss and other comprehensive income, after adjustments to align the accounting policies with those of HEINEKEN, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases.

When HEINEKEN’s share of losses exceeds the carrying amount of the associate or joint venture, including any long-term investments, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that HEINEKEN has an obligation or has made a payment on behalf of the associate or joint venture.

 

(vi) Transactions eliminated on consolidation

Intra-HEINEKEN balances and transactions, and any unrealised gains and losses or income and expenses arising from intra-HEINEKEN transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity-accounted associates and JVs are eliminated against the investment to the extent of HEINEKEN’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

 

(b) Foreign currency

 

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of HEINEKEN entities at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss arising on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured at cost are translated into the functional currency using the exchange rate at the date of the transaction.

Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale (equity) investments and foreign currency differences arising on the retranslation of a financial liability designated as a hedge of a net investment, which are recognised in other comprehensive income.

 

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Euro at exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to Euro at exchange rates approximating to the exchange rates ruling at the dates of the transactions. Group entities, with a functional currency being the currency of a hyperinflationary economy, first restate their financial statements in accordance with IAS 29, Financial Reporting in Hyperinflationary Economies (see ‘Reporting in hyperinflationary economies’ below). The related income, costs and balance sheet amounts are translated at the foreign exchange rate ruling at the balance sheet date.

Foreign currency differences are recognised in other comprehensive income and are presented within equity in the translation reserve. However, if the operation is not a wholly owned subsidiary, the relevant proportionate share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When HEINEKEN disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount

 

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3. Significant accounting policies continued

 

is reattributed to non-controlling interests. When HEINEKEN disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented within equity in the translation reserve.

The following exchange rates, for the most important countries in which HEINEKEN has operations, were used while preparing these consolidated financial statements:

 

     Year-end      Year-end      Year-end      Average      Average      Average  

In EUR

   2014      2013      2012      2014      2013      2012  

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(iii) Reporting in hyperinflationary economies

When the economy of a country in which we operate is deemed hyperinflationary and the functional currency of a Group entity is the currency of that hyperinflationary economy, the financial statements of such Group entities are adjusted so that they are stated in terms of the measuring unit current at the end of the reporting period. This involves restatement of income and expenses to reflect changes in the general price index from the start of the reporting period and restatement of non-monetary items in the balance sheet, such as P, P & E, to reflect current purchasing power as at the period end using a general price index from the date when they were first recognised. Comparative amounts are not adjusted. Any differences arising were recorded in equity on adoption.

In 2013 and 2012, hyperinflation accounting was applicable to our operations in Belarus. No hyperinflation accounting was applied in 2014.

 

(iv) Hedge of net investments in foreign operations

Foreign currency differences arising on the translation of a financial liability designated as a hedge of a net investment in a foreign operation are recognised in other comprehensive income to the extent that the hedge is effective and regardless of whether the net investment is held directly or through an intermediate parent. These differences are presented within equity in the translation reserve. To the extent that the hedge is ineffective, such differences are recognised in profit or loss. When the hedged part of a net investment is disposed of, the relevant amount in the translation reserve is transferred to profit or loss as part of the profit or loss on disposal.

 

(c) Non-derivative financial instruments

 

(i) General

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.

If HEINEKEN has a legal right to offset financial assets with financial liabilities and if HEINEKEN intends either to settle on a net basis or to realise the asset and settle the liability simultaneously, financial assets and liabilities are presented in the statement of financial position as a net amount. The right of set-off is available today and not contingent on a future event and it is also legally enforceable for all counterparties in a normal course of business, as well as in the event of default, insolvency or bankruptcy.

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts form an integral part of HEINEKEN’s cash management and are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

Accounting policies for interest income, interest expenses and other net finance income and expenses are discussed in note 3(r).

 

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3. Significant accounting policies continued

 

(ii) Held-to-maturity investments

If HEINEKEN has the positive intent and ability to hold debt securities to maturity, they are classified as held-to-maturity. Debt securities are loans and long-term receivables and are measured at amortised cost using the effective interest method, less any impairment losses. Investments held-to-maturity are recognised or derecognised on the day they are transferred to or by HEINEKEN.

 

(iii) Available-for-sale investments

HEINEKEN’s investments in equity securities and certain debt securities are classified as available-for-sale. Subsequent to initial recognition, they are measured at fair value and changes therein – other than impairment losses (see note 3i(i)) and foreign currency differences on available-for-sale monetary items (see note 3b(i)) – are recognised in other comprehensive income and presented within equity in the fair value reserve. When these investments are derecognised, the relevant cumulative gain or loss in the fair value reserve is transferred to profit or loss.

Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in profit or loss. Available-for-sale investments are recognised or derecognised by HEINEKEN on the date it commits to purchase or sell the investments.

 

(iv) Other

Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses. Included in non-derivative financial instruments are advances to customers. Subsequently, the advances are amortised over the term of the contract as a reduction of revenue.

 

(d) Derivative financial instruments (including hedge accounting)

 

(i) General

HEINEKEN uses derivatives in the ordinary course of business in order to manage market risks. Generally, HEINEKEN seeks to apply hedge accounting in order to minimise the effects of foreign currency, interest rate or commodity price fluctuations in profit or loss.

Derivatives that can be used are interest rate swaps, forward rate agreements, caps and floors, commodity swaps, spot and forward exchange contracts and options. Transactions are entered into with a limited number of counterparties with strong credit ratings. Foreign currency, interest rate and commodity hedging operations are governed by internal policies and rules approved and monitored by the Executive Board.

Derivative financial instruments are recognised initially at fair value, with attributable transaction costs recognised in profit or loss as incurred. Derivatives for which hedge accounting is not applied are accounted for as instruments at fair value through profit or loss. When derivatives qualify for hedge accounting, subsequent measurement is at fair value, and changes therein accounted for as described in 3b(iv), 3d(ii) or 3d(iii).

 

(ii) Cash flow hedges

Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised in other comprehensive income and presented in the hedging reserve within equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognised in profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, hedge accounting is discontinued. The cumulative unrealised gain or loss previously recognised in other comprehensive income and presented in the hedging reserve in equity is recognised in profit or loss immediately. When a hedging instrument is terminated, but the hedged transaction still is expected to occur, the cumulative gain or loss at that point remains in other comprehensive income and is recognised in accordance with the above-mentioned policy when the transaction occurs. When the hedged item is a non-financial asset, the amount recognised in other comprehensive income is transferred to the carrying amount of the asset when it is recognised. In other cases, the amount recognised in other comprehensive income is transferred to the same line of profit or loss in the same period that the hedged item affects profit or loss.

 

(iii) Fair value hedges

Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are recognised in profit or loss. The hedged item also is stated at fair value in respect of the risk being hedged; the gain or loss attributable to the hedged risk is recognised in profit or loss and adjusts the carrying amount of the hedged item.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised to profit or loss over the period to maturity.

 

(iv) Separable embedded derivatives

Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. Changes in the fair value of separable embedded derivatives are recognised immediately in profit or loss.

 

(e) Share capital

 

(i) Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

 

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3. Significant accounting policies continued

 

(ii) Repurchase of share capital (treasury shares)

When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, is net of any tax effects recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the reserve for own shares.

When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from retained earnings.

 

(iii) Dividends

Dividends are recognised as a liability in the period in which they are declared.

 

(f) Property, plant and equipment

 

(i) Owned assets

Items of property, plant and equipment (P, P & E) are measured at cost less government grants received (refer to (q)), accumulated depreciation (refer to (iv)) and accumulated impairment losses (3i(ii)).

Cost comprises the initial purchase price increased with expenditures that are directly attributable to the acquisition of the asset (such as transports and non-recoverable taxes). The cost of self-constructed assets includes the cost of materials and direct labour and any other costs directly attributable to bringing the asset to a working condition for its intended use (refer to an appropriate proportion of production overheads), and the costs of dismantling and removing the items and restoring the site on which they are located. Borrowing costs related to the acquisition or construction of qualifying assets are capitalised as part of the cost of that asset. Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of P, P & E.

Spare parts that are acquired as part of an equipment purchase and only to be used in connection with this specific equipment or purchased software that is integral to the functionality of the related equipment are capitalised and amortised as part of that equipment. In all other cases, spare parts are carried as inventory and recognised in the income statement as consumed. Where an item of P, P & E comprises major components having different useful lives, they are accounted for as separate items (major components) of P, P & E.

Returnable bottles and kegs in circulation are recorded within P, P & E and a corresponding liability is recorded in respect of the obligation to repay the customers’ deposits. Deposits paid by customers for returnable items are reflected in the consolidated statement of financial position within current liabilities.

 

(ii) Leased assets

Leases in terms of which HEINEKEN assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, P, P & E acquired by way of finance lease is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease. Lease payments are apportioned between the outstanding liability and finance charges so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Other leases are operating leases and are not recognised in HEINEKEN’s statement of financial position. Payments made under operating leases are charged to profit or loss on a straight-line basis over the term of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.

 

(iii) Subsequent expenditure

The cost of replacing a part of an item of P, P & E is recognised in the carrying amount of the item or recognised as a separate asset, as appropriate, if it is probable that the future economic benefits embodied within the part will flow to HEINEKEN and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of P, P & E are recognised in profit or loss when incurred.

 

(iv) Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Land except for financial leases on land over the contractual period is not depreciated as it is deemed to have an infinite life. Depreciation on other P, P & E is charged to profit or loss on a straight-line basis over the estimated useful lives of items of P, P & E, and major components that are accounted for separately, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Assets under construction are not depreciated. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that HEINEKEN will obtain ownership by the end of the lease term. The estimated useful lives for the current and comparative years are as follows:

 

•       Buildings

     30 – 40 years   

•       Plant and equipment

     10 – 30 years   

•       Other fixed assets

     3 – 10 years   

Where parts of an item of P, P & E have different useful lives, they are accounted for as separate items of P, P & E.

The depreciation methods and residual value as well as the useful lives are reassessed, and adjusted if appropriate, at each financial year-end.

 

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3. Significant accounting policies continued

 

(v) Gains and losses on sale

Net gains on sale of items of P, P & E are presented in profit or loss as other income. Net losses on sale are included in depreciation. Net gains and losses are recognised in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs can be estimated reliably, and there is no continuing management involvement with the P, P & E.

 

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3. Significant accounting policies continued

 

(g) Intangible assets

 

(i) Goodwill

Goodwill arises on the acquisition of subsidiaries, associates and joint ventures and represents the excess of the cost of the acquisition over HEINEKEN’s interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree.

Goodwill on acquisitions of subsidiaries is included in ‘intangible assets’. Goodwill arising on the acquisition of associates and joint ventures is included in the carrying amount of the associates and joint ventures.

Goodwill is measured at cost less accumulated impairment losses (refer to accounting policy 3i(ii)). Goodwill is allocated to individual or groups of cash-generating units (CGUs) for the purpose of impairment testing and is tested annually for impairment. Negative goodwill is recognised directly in profit or loss as other income.

 

(ii) Brands

Brands acquired, separately or as part of a business combination, are capitalised if they meet the definition of an intangible asset and the recognition criteria are satisfied.

Strategic brands are well-known international/local brands with a strong market position and an established brand name. Strategic brands are amortised on an individual basis over the estimated useful life of the brand. Other brands are amortised on a portfolio basis per country.

 

(iii) Customer-related, contract-based intangibles and reacquired rights

Customer-related and contract-based intangibles are capitalised if they meet the definition of an intangible asset and the recognition criteria are satisfied. If the amounts are not material, these are included in the brand valuation. The relationship between brands and customer-related intangibles is carefully considered so that brands and customer-related intangibles are not both recognised on the basis of the same cash flows.

Reacquired rights are identifiable intangible assets recognised in an acquisition that represent the right an acquirer previously has granted to the acquiree to use one or more of the acquirer’s recognised or unrecognised assets.

Customer-related and contract-based intangibles acquired as part of a business combination are valued at fair value. Customer-related and contract-based intangibles acquired separately are measured at cost.

Customer-related, contract-based intangibles and reacquired rights are amortised over the remaining useful life of the customer relationships or the period of the contractual arrangements.

 

(iv) Software, research and development and other intangible assets

Purchased software is measured at cost less accumulated amortisation (refer to (vi)) and impairment losses (refer to accounting policy 3i(ii)). Expenditure on internally developed software is capitalised when the expenditure qualifies as development activities, otherwise it is recognised in profit or loss when incurred.

Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognised in profit or loss when incurred.

Development activities involve a plan or design for the production of new or substantially improved products, software and processes. Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and HEINEKEN intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use, and capitalised borrowing costs. Other development expenditure is recognised in profit or loss when incurred.

Capitalised development expenditure is measured at cost less accumulated amortisation (refer to (vi)) and accumulated impairment losses (refer to accounting policy 3i(ii)).

Other intangible assets that are acquired by HEINEKEN and have finite useful lives are measured at cost less accumulated amortisation (refer to (vi)) and impairment losses (refer to accounting policy 3i(ii)). Expenditure on internally generated goodwill and brands is recognised in profit or loss when incurred.

 

(v) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed when incurred.

 

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3. Significant accounting policies continued

 

(vi) Amortisation

Amortisation is calculated over the cost of the asset, or other amount substituted for cost, less its residual value. Intangible assets with a finite life are amortised on a straight-line basis over their estimated useful lives, other than goodwill, from the date they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives are as follows:

 

•       Strategic brands

     40 – 50 years   

•       Other brands

     15 – 25 years   

•       Customer-related and contract-based intangibles

     5 – 20 years   

•       Reacquired rights

     3 – 12 years   

•       Software

     3 – 7 years   

•       Capitalised development costs

     3 years   

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

 

(vii) Gains and losses on sale

Net gains on sale of intangible assets are presented in profit or loss as other income. Net losses on sale are included in amortisation. Net gains and losses are recognised in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs can be estimated reliably, and there is no continuing management involvement with the intangible assets.

 

(h) Inventories

 

(i) General

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the weighted average cost formula, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

 

(ii) Finished products and work in progress

Finished products and work in progress are measured at manufacturing cost based on weighted averages and takes into account the production stage reached. Costs include an appropriate share of direct production overheads based on normal operating capacity.

 

(iii) Other inventories and spare parts

The cost of other inventories is based on weighted averages. Spare parts are valued at the lower of cost and net realisable value. Value reductions and usage of parts are charged to profit or loss. Spare parts that are acquired as part of an equipment purchase and only to be used in connection with this specific equipment are initially capitalised and depreciated as part of the equipment.

 

(i) Impairment

 

(i) Financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

Evidence of impairment may include indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicates that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its current fair value.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognised in profit or loss. Any cumulative loss in respect of an available-for-sale financial asset recognised previously in other comprehensive income and presented in the fair value reserve in equity is transferred to profit or loss.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognised in other comprehensive income.

 

(ii) Non-financial assets

The carrying amounts of HEINEKEN’s non-financial assets, other than inventories (refer to accounting policy (h)) and deferred tax assets (refer to accounting policy(s)), are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For goodwill and intangible assets that are not yet available for use, the recoverable amount is estimated each year at the same time.

 

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For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit, ‘CGU’).

The recoverable amount of an asset or CGU is the higher of an asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the acquirer’s CGUs, or groups of CGUs expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored on regional, sub-regional or country level depending on the characteristics of the acquisition, the synergies to be achieved and the level of integration.

An impairment loss is recognised in profit or loss if the carrying amount of an asset or its CGU exceeds its recoverable amount. Impairment losses recognised in respect of CGU are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Goodwill that forms part of the carrying amount of an investment in an associate and joint venture is not recognised separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment in an associate and joint venture is tested for impairment as a single asset when there is objective evidence that the investment in an associate may be impaired.

 

(j) Non-current assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets and employee defined benefit plan assets, which continue to be measured in accordance with HEINEKEN’s accounting policies. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.

Intangible assets and P, P & E once classified as held for sale are not amortised or depreciated. In addition, equity accounting of equity-accounted investees ceases once classified as held for sale.

 

(k) Employee benefits

 

(i) Defined contribution plans

A defined contribution plan is a post-employment benefit plan (pension plan) under which HEINEKEN pays fixed contributions into a separate entity. HEINEKEN has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Obligations for contributions to defined contribution pension plans are recognised as an employee benefit expense in profit or loss in the periods during which services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employee renders the service are discounted to their present value.

 

(ii) Defined benefit plans

A defined benefit plan is a post-employment benefit plan (pension plan) that is not a defined contribution plan. Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

HEINEKEN’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of any defined benefit plan assets is deducted. The discount rate is the yield at balance sheet date on AA-rated bonds that have maturity dates approximating to the terms of HEINEKEN’s obligations and that are denominated in the same currency in which the benefits are expected to be paid.

The calculations are performed annually by qualified actuaries using the projected unit credit method. When the calculation results in a benefit to HEINEKEN, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in HEINEKEN. An economic benefit is available to HEINEKEN if it is realisable during the life of the plan, or on settlement of the plan liabilities.

 

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3. Significant accounting policies continued

 

When the benefits of a plan are changed, the expense or benefit is recognised immediately in profit or loss.

HEINEKEN recognises all actuarial gains and losses arising from defined benefit plans immediately in other comprehensive income and all expenses related to defined benefit plans in personnel expenses and other net finance income and expenses in profit or loss.

 

(iii) Other long-term employee benefits

HEINEKEN’s net obligation in respect of long-term employee benefits, other than pension plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at balance sheet date on high-quality credit-rated bonds that have maturity dates approximating to the terms of HEINEKEN’s obligations. The obligation is calculated using the projected unit credit method. Any actuarial gains and losses are recognised in other comprehensive income in the period in which they arise.

 

(iv) Termination benefits

Termination benefits are payable when employment is terminated by HEINEKEN before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits.

Termination benefits are recognised as an expense when HEINEKEN is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised if HEINEKEN has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably.

Benefits falling due more than 12 months after the balance sheet date are discounted to their present value.

 

(v) Share-based payment plan (LTV)

As from 1 January 2005, HEINEKEN established a share plan for the Executive Board and, as from 1 January 2006, HEINEKEN also established a share plan for senior management (refer to note 29).

The grant date fair value, adjusted for expected dividends, of the share rights granted is recognised as personnel expenses with a corresponding increase in equity (equity-settled) over the period that the employees become unconditionally entitled to the share rights. The costs of the share plan for both the Executive Board and senior management members are spread evenly over the performance period, during which vesting conditions are applicable subject to continued services. The total amount to be expensed is determined taking into consideration the expected forfeitures.

At each balance sheet date, HEINEKEN revises its estimates of the number of share rights that are expected to vest, for the 100 per cent internal performance conditions of the running share plans for the senior management members and the Executive Board. It recognises the impact of the revision of original estimates (only applicable for internal performance conditions, if any) in profit or loss, with a corresponding adjustment to equity.

 

(vi) Matching share entitlement

As from 21 April 2011, HEINEKEN established a matching share entitlement for the Executive Board. The grant date fair value of the matching shares is recognised as personnel expenses in the income statement as it is deemed an equity-settled share-based payment.

 

(vii) Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term benefits if HEINEKEN has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

 

(l) Provisions

 

(i) General

A provision is recognised if, as a result of a past event, HEINEKEN has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as part of net finance expenses.

 

(ii) Restructuring

A provision for restructuring is recognised when HEINEKEN has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Future operating losses are not provided for. The provision includes the benefit commitments in connection with early retirement and redundancy schemes.

 

(iii) Onerous contracts

A provision for onerous contracts is recognised when the expected benefits to be derived by HEINEKEN from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract and taking into consideration any reasonably obtainable sub-leases. Before a provision is established, HEINEKEN recognises any impairment loss on the assets associated with that contract.

 

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3. Significant accounting policies continued

 

(iv) Other

The other provisions, not being provisions for restructuring or onerous contracts, consist mainly of surety and guarantees, litigation and claims and environmental provisions.

 

(m) Loans and borrowings

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred. Loans and borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Loans and borrowings included in a fair value hedge are stated at fair value in respect of the risk being hedged.

Loans and borrowings for which HEINEKEN has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date are classified as non-current liabilities.

 

(n) Revenue

 

(i) Products sold

Revenue from the sale of products in the ordinary course of business is measured at the fair value of the consideration received or receivable, net of sales tax, excise duties, returns, customer discounts and other sales-related discounts. Revenue from the sale of products is recognised in profit or loss when the amount of revenue can be measured reliably, the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of products can be estimated reliably, and there is no continuing management involvement with the products.

If it is probable that discounts will be granted and the amount can be measured reliably, the discount is recognised as a reduction of revenue as the sales are recognised.

 

(ii) Other revenue

Other revenues are proceeds from royalties, rental income, pub management services and technical services to third parties, net of sales tax. Royalties are recognised in profit or loss on an accrual basis in accordance with the substance of the relevant agreement. Rental income, pub management services and technical services are recognised in profit or loss when the services have been delivered.

 

(o) Other income

Other income includes gains from sale of P, P & E, intangible assets and (interests in) subsidiaries, joint ventures and associates, net of sales tax. They are recognised in profit or loss when risks and rewards have been transferred to the buyer.

 

(p) Expenses

 

(i) Operating lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense, over the term of the lease.

 

(ii) Finance lease payments

Minimum lease payments under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.

 

(q) Government grants

Government grants are recognised at their fair value when it is reasonably assured that HEINEKEN will comply with the conditions attaching to them and the grants will be received.

Government grants relating to P, P & E are deducted from the carrying amount of the asset.

Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate.

 

(r) Interest income, interest expenses and other net finance income and expenses

Interest income and expenses are recognised as they accrue in profit or loss, using the effective interest method unless collectability is in doubt.

 

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3. Significant accounting policies continued

 

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Other net finance income and expenses comprises dividend income, gains and losses on the disposal of available-for-sale investments, changes in the fair value of investments designated at fair value through profit or loss and held for trading investments, changes in fair value of hedging instruments that are recognised in profit or loss, unwinding of the discount on provisions, impairment losses recognised on investments and interest on the net defined benefit obligation. Dividend income is recognised in the income statement on the date that HEINEKEN’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date.

Foreign currency gains and losses are reported on a net basis in the other net finance income and expenses.

 

(s) Income tax

Income tax comprises current and deferred tax. Current tax and deferred tax are recognised in the income statement except to the extent that it relates to a business combination, or items recognised directly in equity, or in other comprehensive income.

 

(i) Current tax

Current tax is the expected income tax payable or receivable in respect of taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to income tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.

 

(ii) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases.

Deferred tax is not recognised for:

 

   

temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss

 

   

temporary differences related to investments in subsidiaries, associates and jointly controlled entities to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future

 

   

taxable temporary differences arising on the initial recognition of goodwill.

The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities which intend either to settle current tax liabilities and assets on a net basis or to realise the assets and settle the liabilities simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each balance sheet date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

 

(iii) Uncertain tax positions

In determining the amount of current and deferred income tax, the Company takes into account the impact of uncertain income tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact the income tax expense in the period that such a determination is made.

 

(t) Discontinued operations

A discontinued operation is a component of HEINEKEN’s business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale or distribution, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative year.

 

(u) Earnings per share

HEINEKEN presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for the weighted average number of own shares purchased in the year. Diluted EPS is determined by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding, adjusted for the weighted average number of own shares purchased in the year and for the effects of all dilutive potential ordinary shares which comprise share rights granted to employees.

 

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3. Significant accounting policies continued

 

(v) Cash flow statement

The cash flow statement is prepared using the indirect method. Changes in balance sheet items that have not resulted in cash flows such as translation differences, fair value changes, equity-settled share-based payments and other non-cash items have been eliminated for the purpose of preparing this statement. Assets and liabilities acquired as part of a business combination are included in investing activities (net of cash acquired). Dividends paid to ordinary shareholders are included in financing activities. Dividends received are classified as operating activities. Interest paid is also included in operating activities.

 

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3. Significant accounting policies continued

 

(w) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Board, which is considered to be HEINEKEN’s chief operating decision-maker. An operating segment is a component of HEINEKEN that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of HEINEKEN’s other components. All operating segments’ operating results are reviewed regularly by the Executive Board to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.

Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties.

Segment results, assets and liabilities that are reported to the Executive Board include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated result items comprise net finance expenses and income tax expenses. Unallocated assets comprise current other investments and cash call deposits.

Segment capital expenditure is the total cost incurred during the period to acquire P, P & E, and intangible assets other than goodwill.

 

(x) Emission rights

Emission rights are related to the emission of CO2, which relates to the production of energy. These rights are freely tradable. Bought emission rights and liabilities due to production of CO2 are measured at cost, including any directly attributable expenditure. Emission rights received for free are also recorded at cost, i.e. with a zero value.

 

(y) Recently issued IFRS

New relevant standards and interpretations not yet adopted. A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2014, which HEINEKEN has not applied in preparing these consolidated financial statements.

IFRS 9, published in July 2014, replaces existing guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual reporting periods beginning on or after 1 January 2018 with early adoption permitted. HEINEKEN is assessing the potential impact on its consolidated financial statements resulting from the application of IFRS 9.

IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty Programmes. IFRS 15 is effective on or after 1 January 2017, with early adoption permitted. HEINEKEN is assessing the potential impact on its consolidated financial statements resulting from the application of IFRS 15.

The following new or amended standards are not expected to have a significant impact of HEINEKEN consolidated financial statements:

 

   

Bearer Plants (amendments to IAS 16 and IAS 41)

 

   

IFRS 14 Regulatory Deferral Accounts

 

   

Accounting for Acquisitions of Interests in Joint Operations (amendments to IFRS 11)

 

   

Classification of Acceptable Methods of Depreciation and Amortisation (amendments to IAS 16 and IAS 38)

 

   

Defined Benefit Plans: Employee Contributions (amendments to IAS 19)

 

   

Annual Improvements to IFRSs 2010-2012 Cycle

 

   

Annual Improvements to IFRSs 2011-2013 Cycle

 

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4. Determination of fair values

General

A number of HEINEKEN’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values or for the purpose of impairment testing is disclosed in the notes specific to that asset or liability.

Fair value as a result of business combinations

 

(i) Property, plant and equipment

The fair value of P, P & E recognised as a result of a business combination is based on quoted market prices for similar items when available and replacement cost when appropriate.

 

(ii) Intangible assets

The fair value of brands acquired in a business combination is based on the ‘relief of royalty’ method or determined using the multi-period excess earnings method. The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows. The fair value of reacquired rights and other intangible assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.

 

(iii) Inventories

The fair value of inventories acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.

 

(iv) Trade and other receivables

The fair value of trade and other receivables is estimated at the present value of future cash flows, discounted at the market rate of interest at the reporting date. This fair value is determined for disclosure purposes or when acquired in a business combination.

Fair value from normal business

 

(i) Investments in equity and debt securities

The fair value of financial assets at fair value through profit or loss, held-to-maturity investments and available-for-sale financial assets is determined by reference to their quoted closing bid price at the reporting date or, if unquoted, determined using an appropriate valuation technique. The fair value of held-to-maturity investments is determined for disclosure purposes only. In case the quoted price does not exist at the date of exchange or in case the quoted price exists at the date of exchange but was not used as the cost, the investments are valued indirectly based on discounted cash flow models.

 

(ii) Derivative financial instruments

The fair value of derivative financial instruments is based on their listed market price, if available. If a listed market price is not available, fair value is in general estimated by discounting the difference between the cash flows based on contractual price and the cash flows based on current price for the residual maturity of the contact using observable interest yield curves, basis spread and foreign exchange rates.

Fair values include the instrument’s credit risk and adjustments to take account of the credit risk of the HEINEKEN entity and counterparty when appropriate.

 

(iii) Non-derivative financial instruments

Fair value, which is determined for disclosure purposes or when fair value hedge accounting is applied, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance leases, the market rate of interest is determined by reference to similar lease agreements.

Fair values include the instrument’s credit risk and adjustments to take account of the credit risk of the HEINEKEN entity and counterparty when appropriate.

 

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5. Operating segments

HEINEKEN distinguishes the following six reportable segments:

 

   

Western Europe

 

   

Central and Eastern Europe

 

   

The Americas

 

   

Africa Middle East

 

   

Asia Pacific

 

   

Head Office and Other/eliminations.

The first five reportable segments as stated above are HEINEKEN’s business regions. These business regions are each managed separately by a Regional President. The Regional President is directly accountable for the functioning of the segment’s assets, liabilities and results of the region and reports regularly to the Executive Board (the chief operating decision-maker) to discuss operating activities, regional forecasts and regional results. The Head Office operating segment falls directly under the responsibility of the Executive Board. For each of the six reportable segments, the Executive Board reviews internal management reports on a monthly basis.

Information regarding the results of each reportable segment is included in the table on the next page. Performance is measured based on EBIT (beia), as included in the internal management reports that are reviewed by the Executive Board. EBIT (beia) is defined as earnings before interest and taxes and net finance expenses, before exceptional items and amortisation of acquisition-related intangibles. Exceptional items are defined as items of income and expense of such size, nature or incidence, that in the view of management their disclosure is relevant to explain the performance of HEINEKEN for the period. EBIT and EBIT (beia) are not financial measures calculated in accordance with IFRS. EBIT (beia) is used to measure performance as management believes that this measurement is the most relevant in evaluating the results of these segments.

HEINEKEN has multiple distribution models to deliver goods to end customers. There is no reliance on major clients. Deliveries to end consumers are done in some countries via own wholesalers or own pubs, in other markets directly and in some others via third parties. As such, distribution models are country-specific and diverse across HEINEKEN. In addition, these various distribution models are not centrally managed or monitored. Consequently, the Executive Board is not allocating resources and assessing the performance based on business type information and therefore no segment information is provided on business type.

Inter-segment pricing is determined on an arm’s length basis. As net finance expenses and income tax expenses are monitored on a consolidated level (and not on an individual regional basis) and regional presidents are not accountable for that, net finance expenses and income tax expenses are not provided for the operating segments.

 

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5. Operating segments continued

 

Information about reportable segments

 

      Western Europe     Central and
Eastern Europe
    The Americas  

In millions of EUR

  Note     2014     2013     2012     2014     2013     2012     2014     2013     2012  

Revenue

                   

Third party revenue1

      6,765        6,800        7,140        2,853        3,082        3,255        4,626        4,486        4,507   

Interregional revenue

      713        656        645        15        15        25        5        9        16   

Total revenue

      7,478        7,456        7,785        2,868        3,097        3,280        4,631        4,495        4,523   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other income

    8        16        50        13        60        119        9        7        56        2   

Results from operating activities

      781        737        723        287        231        320        660        681        593   

Net finance expenses

    12                     

Share of profit of associates and joint ventures and impairments thereof

    16        —          2        1        33        15        24        60        70        81   

Income tax expense

    13                     

Profit

                   

Attributable to:

                   

Equity holders of the Company (net profit)

                   

Non-controlling interests

                   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBIT reconciliation

                   

EBIT2

      781        739        724        320        246        344        720        751        674   

Eia2

      71        115        224        (27     60        12        121        39        86   

EBIT (beia)2

    27        852        854        948        293        306        356        841        790        760   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Beer volumes (in million hectolitres)

                   

Consolidated beer volume2

      42,454        42,224        44,288        42,319        44,261        47,269        53,210        51,209        53,124   

Attributable share of joint ventures and associates volume2

      —          —          —          3,712        3,743        3,735        3,775        3,717        3,785   

Group beer volume2

      42,454        42,224        44,288        46,031        48,004        51,004        56,985        54,926        56,909   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current segment assets

      2,467        2,036        2,007        892        982        1,082        1,668        1,236        1,193   

Non-current segment assets

      7,370        7,262        8,015        3,045        3,128        3,423        5,382        5,193        5,649   

Investment in associates and joint ventures

      25        43        22        276        194        196        792        823        835   

Total segment assets

      9,862        9,341        10,044        4,213        4,304        4,701        7,842        7,252        7,677   

Unallocated assets

                   

Total assets

                   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment liabilities

      4,291        3,571        4,121        1,275        1,242        1,347        1,195        1,027        1,072   

Unallocated liabilities

                   

Total equity

                   

Total equity and liabilities

                   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Purchase of P, P & E

    14        345        264        260        201        191        197        291        261        250   

Acquisition of goodwill

    15        —          9        7        100        —          —          —          —          36   

Purchases of intangible assets

    15        8        24        26        5        6        12        13        12        14   

Depreciation of P, P & E

    14        (325     (329     (344     (213     (235     (247     (219     (211     (201

(Impairment) and reversal of impairment of P, P & E

    14        (2     (7     (36     (1     (9     15        —          (1     (17

Amortisation intangible assets

    15        (42     (65     (86     (18     (17     (16     (92     (97     (103

(Impairment) and reversal of impairment of intangible assets

    15        —          (17     (7     —          (99     —          —          —          —     

 

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5. Operating segments continued

 

      Africa
Middle East
    Asia Pacific     Head Office &
Other/
Eliminations
    Consolidated  

In millions of EUR

  Note     2014     2013     2012     2014     2013     2012     2014     2013     2012     2014     2013     2012  

Revenue

                     

Third party revenue1

      2,643        2,554        2,639        2,087        2,036        527        283        245        315        19,257        19,203        18,383   

Interregional revenue

      —          —          —          1        1        —          (734     (681     (686     —          —          —     

Total revenue

      2,643        2,554        2,639        2,088        2,037        527        (451     (436     (371     19,257        19,203        18,383   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other income

    8        10        1        —          —          —          1,486        —          —          —          93        226        1,510   

Results from operating activities

      606        606        616        407        376        1,546        39        (77     (101     2,780        2,554        3,697   

Net finance expenses

    12                          (488     (593     (321

Share of profit of associates and joint ventures and impairments thereof

    16        28        37        1        29        26        109        (2     (4     (3     148        146        213   

Income tax expense

    13                          (732     (520     (515

Profit

                        1,708        1,587        3,074   

Attributable to:

                     

Equity holders of the Company (net profit)

                        1,516        1,364        2,914   

Non-controlling interests

                        192        223        160   
                        1,708        1,587        3,074   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBIT reconciliation

                     

EBIT2

      634        643        617        436        402        1,655        37        (81     (104     2,928        2,700        3,910   

Eia2

      49        2        38        146        163        (1,388     (20     12        36        340        391        (992

EBIT (beia)2

    27        683        645        655        582        565        267        17        (69     (68     3,268        3,091        2,918   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Beer volumes (in million hectolitres)

                     

Consolidated beer volume2

      25,003        23,281        23,289        18,296        17,347        3,742        —          —          —          181,282        178,322        171,712   

Attributable share of joint ventures and associates volume2

      4,282        4,119        4,200        5,748        5,345        13,202        —          —          —          17,517        16,924        24,922   

Group beer volume2

      29,285        27,400        27,489        24,044        22,692        16,944        —          —          —          198,799        195,246        196,634   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current segment assets

      1,162        939        959        752        757        913        (868     (475     (629     6,073        5,475        5,525   

Non-current segment assets

      2,527        2,216        2,073        6,881        6,254        7,166        845        1,400        1,619        26,050        25,453        27,945   

Investment in associates and joint ventures

      253        238        281        621        476        534        66        109        82        2,033        1,883        1,950   

Total segment assets

      3,942        3,393        3,313        8,254        7,487        8,613        43        1,034        1,072        34,156        32,811        35,420   

Unallocated assets

                        674        526        560   

Total assets

                        34,830        33,337        35,980   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment liabilities

      972        853        760        600        449        513        421        319        238        8,754        7,461        8,051   

Unallocated liabilities

                        12,624        13,520        15,124   

Total equity

                        13,452        12,356        12,805   

Total equity and liabilities

                        34,830        33,337        35,980   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Purchase of P, P & E

    14        425        461        395        243        142        20        14        50        48        1,519        1,369        1,170   

Acquisition of goodwill

    15        —          —          —          —          —          2,720        —          —          480        100        9        3,243   

Purchases of intangible assets

    15        2        2        2        1        5        —          28        28        24        57        77        78   

Depreciation of P, P & E

    14        (213     (183     (176     (83     (80     (11     (27     (35     (38     (1,080     (1,073     (1,017

(Impairment) and reversal of impairment of P, P & E

    14        (3     —          (8     (2     2        —          —          (1     2        (8     (16     (44

Amortisation intangible assets

    15        (6     (6     (6     (148     (179     (24     (25     (12     (12     (331     (376     (247

(Impairment) and reversal of impairment of intangible assets

    15        (18     —          —          —          —          —          —          —          —          (18 )      (116     (7

 

1 

Includes other revenue of EUR377 million in 2014, EUR375 million in 2013 and EUR433 million in 2012.

2 

For definition see ‘Glossary’. Note that these are non-GAAP measures and therefore unaudited.

 

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6. Acquisitions and disposals of subsidiaries and non-controlling interests

Accounting for the acquisition of Zagorka

On 27 October 2014, HEINEKEN acquired a 98.86 per cent direct stake in Zagorka AD from Brewmasters Holdings. Prior to the transaction, HEINEKEN did not have control over the entity as it owned an indirect stake of 49.43 per cent through Brewmasters Holdings, of which HEINEKEN owns 50 per cent.

The Previously Held Equity Interest (PHEI) in the acquired business is accounted for at fair value as per the acquisition date. The fair value of the PHEI compared to HEINEKEN’s carrying amount results in a non-cash gain of EUR51 million, recognised in other income.

Non-controlling interests are measured based on the proportional interest in the recognised assets and liabilities of the acquired business. HEINEKEN recognised EUR0.4 million in respect of a 1.14 per cent non-controlling interest.

The following table summarises the major classes of assets acquired and liabilities assumed as of the acquisition date. Provisional goodwill is recognised in Bulgarian lev and has been allocated to the CEE region since that is the level at which the goodwill will be monitored. Goodwill includes synergies, namely related to cost synergies within sales and distribution, workforce and relationships with suppliers.

 

In millions of EUR1

      

Property, plant and equipment

     39   

Intangible assets

     15   

Inventories

     4   

Trade and other receivables

     3   

Assets acquired

     61   
  

 

 

 

Loans and borrowings, current

     5   

Bank overdraft

     5   

Deferred tax liabilities

     2   

Trade and other current liabilities

     14   

Liabilities assumed

     26   
  

 

 

 

Total net identifiable assets

     35   
  

 

 

 

 

In millions of EUR1

      

Consideration transferred2

     77   

Fair value of previously held equity interest in the acquiree

     58   

Non-controlling interests

     —     

Net identifiable assets acquired

     (35

Goodwill acquisition (provisional)

     100   
  

 

 

 

 

1 

Amounts were converted to Euros at the rate of EUR/BGN1.96 for the statement of financial position.

2 

This amount only reflects the consideration transferred for the stake not yet owned by HEINEKEN.

Acquisition-related costs of EUR0.1 million have been recognised in the income statement for the period ended 31 December 2014.

In accordance with IFRS 3R, the amounts recorded for the transaction are provisional and are subject to adjustments during the measurement period if new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognised as of that date.

Acquisitions of non-controlling interests

In 2014, HEINEKEN acquired various stakes from minority interest holders. As a result, equity attributable to equity holders of HEINEKEN decreased by EUR181 million. This mainly relates to our Asia Pacific region.

Disposals

Disposal of 80 per cent of Brasserie Lorraine in Martinique

On 10 September 2014, HEINEKEN sold a majority stake of 80 per cent of Brasserie Lorraine to Antilles Glaces. HEINEKEN retains a 20 per cent shareholding in Brasserie Lorraine. A EUR1 million pre-tax book gain on the disposal was recorded in other income.

 

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7. Assets and liabilities (or disposal groups) classified as held for sale

The assets and liabilities below are classified as held for sale following the commitment of HEINEKEN to a plan to sell these assets and liabilities and mainly relate to HEINEKEN’s packaging business EMPAQUE in Mexico. On 1 September 2014, HEINEKEN announced that a binding agreement was signed for the sale of EMPAQUE to Crown Holdings Inc. The transaction is expected to close in the first quarter of 2015. Empaque is included in reportable segment Head Office and Other/Eliminations in note 5. Efforts to sell the other assets and liabilities classified as held for sale have also commenced and are expected to be completed during 2015.

A forward exchange contract was entered into to hedge the expected US dollar proceeds to Euro. Upon rollover of the forward contract in December 2014, a EUR33 million settlement payment was made. This is presented on the line ‘Disposal of subsidiaries, net of cash disposed of’ in the consolidated statement of cash flows and included in the hedge reserve until the consideration is received.

Assets and liabilities classified as held for sale

 

In millions of EUR

   2014     2013  

Current assets

     96        19   

Property, plant and equipment

     236        18   

Intangible assets

     332        —     

Other non-current assets

     24        —     

Current liabilities

     (103     (10

Non-current liabilities

     (75     (1
     510        26   
  

 

 

   

 

 

 

8. Other income

 

In millions of EUR

   2014      2013      2012  

Gain on sale of property, plant and equipment

     41         87         22   

Gain on sale of intangible assets

     —           —           2   

Gain on sale of subsidiaries, joint ventures and associates

     52         139         1,486   
     93         226         1,510   
  

 

 

    

 

 

    

 

 

 

Included in other income is the gain of HEINEKEN’s PHEI in Zagorka, amounting to EUR51 million (refer to note 6). In 2013 HEINEKEN disposed various subsidiaries and associates (i.e. Oy Hartwall Ab, Efes Kazakhstan JSC FE, Jiangsu Dafuhao Breweries Co. Ltd, Pago International GmbH and Shanghai Asia Pacific Brewery Company) and realised a gain of EUR47 million as a result of share issuance in Compania Cervecerias Unidas S.A. Other income in 2012 comprises the fair value gain of HEINEKEN’s previously held equity interest in APB amounting to EUR1,486 million.

9. Raw materials, consumables and services

 

In millions of EUR

   2014     2013      2012  

Raw materials

     1,782        1,868         1,892   

Non-returnable packaging

     2,551        2,502         2,376   

Goods for resale

     1,495        1,551         1,616   

Inventory movements

     (15     2         (85

Marketing and selling expenses

     2,447        2,418         2,250   

Transport expenses

     1,050        1,031         1,029   

Energy and water

     548        564         562   

Repair and maintenance

     458        482         458   

Other expenses

     1,737        1,768         1,751   
     12,053        12,186         11,849   
  

 

 

   

 

 

    

 

 

 

Other expenses mainly include rentals of EUR291 million (2013: EUR282 million, 2012: EUR264 million), consultant expenses of EUR179 million (2013: EUR166 million, 2012: EUR191 million), telecom and office automation of EUR199 million (2013: EUR183 million, 2012: EUR179 million), distribution expenses of EUR122 million (2013: EUR128 million, 2012: EUR 128 million), travel expenses of EUR143 million (2013: EUR155 million, 2012: EUR155 million) and other taxes of EUR124 million (2013: EUR129 million, 2012: EUR124 million).

 

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10. Personnel expenses

 

In millions of EUR

   Note      2014     2013      2012  

Wages and salaries

        2,107        2,125         2,078   

Compulsory social security contributions

        337        346         352   

Contributions to defined contribution plans

        42        41         39   

Expenses related to defined benefit plans

     28         (31     41         22   

Expenses related to other long-term employee benefits

        8        11         11   

Equity-settled share-based payment plan

     29         48        10         12   

Other personnel expenses

        569        534         517   
        3,080        3,108         3,031   
     

 

 

   

 

 

    

 

 

 

In other personnel expenses, restructuring costs are included for an amount of EUR101 million (2013: EUR80 million, 2012: EUR35 million). In 2014, these costs are primarily related to the restructuring of operations in Spain, the United Kingdom, Poland and Nigeria.

The average number of full-time equivalent (FTE) employees during the year was:

 

      2014      2013      2012  

The Netherlands

     3,897         4,054         4,053   

Other Western Europe

     13,137         13,924         14,410   

Central and Eastern Europe

     14,839         15,946         16,835   

The Americas

     22,610         23,951         25,035   

Africa Middle East

     12,975         14,062         14,604   

Asia Pacific

     8,678         8,996         1,254   
     76,136         80,933         76,191   
  

 

 

    

 

 

    

 

 

 

11. Amortisation, depreciation and impairments

 

In millions of EUR

   Note      2014      2013      2012  

Property, plant and equipment

     14         1,088         1,089         1,061   

Intangible assets

     15         349         492         254   

Impairment on available-for-sale assets

        —           —           1   
        1,437         1,581         1,316   
     

 

 

    

 

 

    

 

 

 

 

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12. Net finance income and expense

Recognised in profit or loss

 

In millions of EUR

   2014     2013     2012  

Interest income

     48        47        62   

Interest expenses

     (457     (579     (551

Dividend income from available-for-sale investments

     10        15        25   

Net gain/(loss) on disposal of available-for-sale investments

     —          —          192   

Net change in fair value of derivatives

     173        16        (7

Net foreign exchange gain/(loss)

     (205     (31     15   

Unwinding discount on provisions

     (5     (5     (7

Interest on the net defined benefit obligation

     (49     (56     (51

Other

     (3     —          1   

Other net finance income/(expenses)

     (79     (61     168   
  

 

 

   

 

 

   

 

 

 

Net finance income/(expenses)

     (488     (593     (321
  

 

 

   

 

 

   

 

 

 

The net gain on disposal of available-for-sale-investments for the year ended 31 December 2012 mainly related to the sale of our minority shareholding in Cervecería Nacional Dominicana S.A. in the Dominican Republic and to the revaluation of HEINEKEN’s existing interest in the acquisition of Brasserie d’Haiti.

13. Income tax expense

Recognised in profit or loss

 

In millions of EUR

   2014     2013     2012  

Current tax expense

      

Current year

     666        740        639   

Under/(over) provided in prior years

     (9     13        (6
     657        753        633   

Deferred tax expense

      

Origination and reversal of temporary differences

     21        (173     (100

Previously unrecognised deductible temporary differences

     (5     —          (28

Changes in tax rate

     10        (32     4   

Utilisation/(benefit) of tax losses recognised

     32        (13     (6

Under/(over) provided in prior years

     17        (15     12   
     75        (233     (118

Total income tax expense in profit or loss

     732        520        515   
  

 

 

   

 

 

   

 

 

 

Reconciliation of the effective tax rate

 

In millions of EUR

   2014     2013     2012  

Profit before income tax

     2,440        2,107        3,589   

Share of net profit of associates and joint ventures and impairments thereof

     (148     (146     (213

Profit before income tax excluding share of profit of associates and joint ventures (including impairments thereof)

     2,292        1,961        3,376   
  

 

 

   

 

 

   

 

 

 

 

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13. Income tax expense continued

 

     %     2014     %     2013     %     2012  

Income tax using the Company’s domestic tax rate

     25.0        573        25.0        490        25.0        845   

Effect of tax rates in foreign jurisdictions

     3.8        87        4.1        79        1.9        63   

Effect of non-deductible expenses

     2.7        61        4.6        90        1.9        64   

Effect of tax incentives and exempt income

     (4.0     (93     (8.3     (162     (14.0     (472

Recognition of previously unrecognised temporary differences

     (0.2     (5     —          —          (0.8     (28

Utilisation or recognition of previously unrecognised tax losses

     (0.1     (3     (0.6     (11     (0.5     (17

Unrecognised current year tax losses

     0.7        17        1.3        26        0.8        25   

Effect of changes in tax rate

     0.4        10        (1.6     (32     0.1        4   

Withholding taxes

     2.6        60        2.1        42        0.8        27   

Under/(over) provided in prior years

     0.3        8        (0.1     (2     0.2        6   

Other reconciling items

     0.7        17        —          —          (0.1     (2
     31.9        732        26.5        520        15.3        515   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The reported tax rate 2014 includes two substantial one-off items. The write-off of a deferred tax asset (EUR105 million) following an agreement with tax authorities limiting its recoverability. In addition, non-recognised losses were offset against a non-current income tax liability, acquired as part of a prior acquisition, leading to a tax benefit (EUR85 million). The reported rate 2013 included a one-off tax item with a positive impact (EUR46 million) regarding the re-measurement of a deferred tax position following a tax rate change. In 2012, the tax exempt revaluation of HEINEKEN’s PHEI in APIPL/APB resulted in a lower reported effective tax rate.

Income tax recognised in other comprehensive income

 

In millions of EUR

   Note      2014      2013     2012  

Changes in fair value

        3         10        (24

Changes in hedging reserve

        11         (2     (18

Changes in translation reserve

        108         (43     (22

Changes as a result of actuarial gains and losses

        96         (66     113   

Other

        —           (1     —     
     24         218         (102     49   
     

 

 

    

 

 

   

 

 

 

14. Property, plant and equipment

 

In millions of EUR

   Note      Land and
buildings
    Plant and
equipment
    Other fixed
assets
    Under
construction
    Total  

Cost

             

Balance as at 1 January 2013

        5,267        6,927        4,494        526        17,214   

Changes in consolidation

        (204     (138     (28     12        (358

Purchases

        60        162        375        772        1,369   

Transfer of completed projects under construction

        77        288        202        (567     —     

Transfer (to)/from assets classified as held for sale

        (24     (25     (5     —          (54

Disposals

        (90     (86     (290     —          (466

Effect of hyperinflation

        —          2        1        —          3   

Effect of movements in exchange rates

        (152     (225     (133     (38     (548

Balance as at 31 December 2013

        4,934        6,905        4,616        705        17,160   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as at 1 January 2014

        4,934        6,905        4,616        705        17,160   

Changes in consolidation

        9        2        1        —          12   

Purchases

        83        279        471        686        1,519   

Transfer of completed projects under construction

        91        383        149        (623     —     

Transfer (to)/from assets classified as held for sale

        (72     (175     7        (4     (244

Disposals

        (93     (90     (234     (1     (418

Effect of movements in exchange rates

        37        1        41        30        109   

Balance as at 31 December 2014

        4,989        7,305        5,051        793        18,138   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Depreciation and impairment losses

             

Balance as at 1 January 2013

        (1,753     (3,678     (2,939     —          (8,370

Changes in consolidation

        17        59        40        —          116   

Depreciation charge for the year

     11         (163     (416     (494     —          (1,073

Impairment losses

     11         (3     (15     (5     —          (23

Reversal impairment losses

     11         1        2        4        —          7   

Transfer to/(from) assets classified as held for sale

        7        16        3        —          26   

Disposals

        70        119        229        —          418   

Effect of movements in exchange rates

        35        86        72        —          193   

Balance as at 31 December 2013

        (1,789     (3,827     (3,090     —          (8,706
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as at 1 January 2014

        (1,789     (3,827     (3,090     —          (8,706

Changes in consolidation

        4        11        3        —          18   

Depreciation charge for the year

     11         (154     (415     (511     —          (1,080

Impairment losses

     11         (5     (3     —          —          (8

Transfer to/(from) assets classified as held for sale

        2        42        (8     —          36   

Disposals

        30        79        210        —          319   

Effect of movements in exchange rates

        6        14        (19     —          1   

Balance as at 31 December 2014

        (1,906     (4,099     (3,415     —          (9,420
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Carrying amount

             

As at 1 January 2013

        3,514        3,249        1,555        526        8,844   

As at 31 December 2013

        3,145        3,078        1,526        705        8,454   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As at 1 January 2014

        3,145        3,078        1,526        705        8,454   

As at 31 December 2014

        3,083        3,206        1,636        793        8,718   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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14. Property, plant and equipment continued

 

Impairment losses

In 2014, a total impairment loss of EUR8 million (2013: EUR23 million, 2012: EUR65 million) was charged to profit or loss.

Financial lease assets

HEINEKEN leases P, P & E under a number of finance lease agreements. At 31 December 2014, the net carrying amount of leased P, P & E was EUR15 million (2013: EUR9 million). During the year, HEINEKEN acquired leased assets of EUR1 million (2013: EUR13 million).

Security to authorities

Certain P, P & E amounting to EUR91 million (2013: EUR122 million) has been pledged to the authorities in a number of countries as security for the payment of taxes, particularly import and excise duties on beers, non-alcoholic beverages and spirits. This mainly relates to the Netherlands and Brazil.

Property, plant and equipment under construction

P, P & E under construction mainly relates to expansion of the brewing capacity in various countries.

Capitalised borrowing costs

During 2014, borrowing costs amounting to EUR5 million have been capitalised (2013: EUR8 million).

 

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15. Intangible assets

 

In millions of EUR

   Note      Goodwill     Brands     Customer-
related
intangibles
    Contract-
based
intangibles
    Software,
research and
development
and other
    Total  

Cost

               

Balance as at 1 January 2013

        11,040        4,332        2,304        780        502        18,958   

Changes in consolidation

        (167     (153     (46     (1     (9     (376

Purchased/internally developed

        —          —          —          (7     84        77   

Disposals

        —          —          —          (4     (38     (42

Transfers to assets held for sale

        —          —          —          —          (1     (1

Effect of movements in exchange rates

        (466     (328     (148     (88     (32     (1,062

Balance as at 31 December 2013

        10,407        3,851        2,110        680        506        17,554   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as at 1 January 2014

        10,407        3,851        2,110        680        506        17,554   

Changes in consolidation and other transfers

        98        15        17        30        (47     113   

Purchased/internally developed

        —          —          1        —          56        57   

Disposals

        —          (2     —          —          (2     (4

Transfers to assets held for sale

        (259     —          (85     —          —          (344

Effect of movements in exchange rates

        557        208        131        63        1        960   

Balance as at 31 December 2014

        10,803        4,072        2,174        773        514        18,336   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amortisation and impairment losses

               

Balance as at 1 January 2013

        (297     (289     (382     (23     (279     (1,270

Changes in consolidation

        —          22        27        —          7        56   

Amortisation charge for the year

     11         —          (101     (176     (62     (37     (376

Impairment losses

     11         (94     (5     —          —          (17     (116

Disposals

        —          —          —          4        30        34   

Transfers to assets held for sale

        —          —          —          —          1        1   

Effect of movements in exchange rates

        —          14        20        10        7        51   

Balance as at 31 December 2013

        (391     (359     (511     (71     (288     (1,620
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as at 1 January 2014

        (391     (359     (511     (71     (288     (1,620

Changes in consolidation

        —          —          —          —          1        1   

Amortisation charge for the year

     11         —          (98     (147     (43     (43     (331

Impairment losses

     11         (16     (2     —          —          —          (18

Disposals

        —          2        —          —          (1     1   

Transfers to assets held for sale

        —          —          21        —          (1     20   

Effect of movements in exchange rates

        —          (5     (13     (29     (1     (48

Balance as at 31 December 2014

        (407     (462     (650     (143     (333     (1,995
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Carrying amount

               

As at 1 January 2013

        10,743        4,043        1,922        757        223        17,688   

As at 31 December 2013

        10,016        3,492        1,599        609        218        15,934   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As at 1 January 2014

        10,016        3,492        1,599        609        218        15,934   

As at 31 December 2014

        10,396        3,610        1,524        630        181        16,341   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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15. Intangible assets continued

 

The carrying amount of our CGU in Tunisia has been reduced to its recoverable amount through recognition of a EUR16 million impairment loss against goodwill and EUR2 million against brands.

Brands, customer-related and contract-based intangibles

The main brands capitalised are the brands acquired in 2008: Scottish & Newcastle (Fosters and Strongbow), 2010: Cervecería Cuauhtémoc Moctezuma (Dos Equis, Tecate and Sol) and 2012: Asia Pacific Breweries (Tiger, Anchor and Bintang). The main customer-related and contract-based intangibles were acquired in 2010 and 2012 and relate to customer relationships with retailers in Mexico and Asia Pacific (constituted either by way of a contractual agreement or by way of non-contractual relations) and reacquired rights.

Impairment tests for cash-generating units containing goodwill

For the purpose of impairment testing, goodwill in respect of Western Europe, Central and Eastern Europe (excluding Russia), the Americas (excluding Brazil) and Asia Pacific is allocated and monitored on a regional basis. For other subsidiaries such as Brazil and subsidiaries within Africa Middle East and Head Office and other, goodwill is allocated and monitored on an individual country basis.

The carrying amounts of goodwill allocated to each (group of) CGU(s) are as follows:

 

In millions of EUR

   2014      2013  

Western Europe

     3,377         3,246   

Central and Eastern Europe (excluding Russia)

     1,499         1,419   

The Americas (excluding Brazil)

     1,862         1,707   

Brazil

     83         82   

Africa Middle East (aggregated)

     491         482   

Asia Pacific

     2,604         2,364   

Head Office and other (aggregated)

     480         716   
     10,396         10,016   
  

 

 

    

 

 

 

Throughout the year, goodwill increased mainly due to the acquisition of Zagorka and net foreign currency differences, partly offset by the transfer of Empaque to assets held for sale and an impairment in Tunisia.

The recoverable amounts of the (group of) CGU(s) are based on value in use calculations. Value in use was determined by discounting the future cash flows generated from the continuing use of the unit using a pre-tax discount rate.

The key assumptions used for the value-in-use calculations are as follows:

 

   

Cash flows were projected based on actual operating results and the three-year business plan. Cash flows for a further seven-year period were extrapolated using expected annual per country volume growth rates, which are based on external sources. Management believes that this forecast period is justified due to the long-term nature of the beer business and past experiences.

 

   

The beer price growth per year after the first three-year period is assumed to be at specific per country expected annual long-term inflation, based on external sources.

 

   

Cash flows after the first 10-year period were extrapolated using a perpetual growth rate equal to the expected annual long-term inflation, in order to calculate the terminal recoverable amount.

 

   

A per CGU-specific pre-tax Weighted Average Cost of Capital (WACC) was applied in determining the recoverable amount of the units.

The values assigned to the key assumptions used for the value in use calculations are as follows:

 

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15. Intangible assets continued

 

In per cent

   Pre-tax WACC      Expected annual
long-term inflation
2018-2024
     Expected volume
growth rates
2018-2024
 

Western Europe

     9.3         1.8         0.1   

Central and Eastern Europe (excluding Russia)

     9.8         2.2         (0.1

The Americas (excluding Brazil)

     15.7         3.5         1.0   

Brazil

     13.5         4.4         2.1   

Africa Middle East

     13.8-23.1         3.6-9.1         3.6-7.4   

Asia Pacific

     16.1         4.7         3.6   

Head Office and other

     10.5         3.9         2.9   
  

 

 

    

 

 

    

 

 

 

The high inflation on costs combined with pressure in pricing as a result of affordability issues resulted in a deterioration of the outlook of the beer and soft drinks businesses in Tunisia. Consequently, a goodwill impairment of EUR16 million before tax has been recognised in 2014. The recoverable amount is based on the value in use.

Sensitivity to changes in assumptions

The outcome of a sensitivity analysis of a 100 basis points adverse change in key assumptions (lower growth rates or higher discount rates respectively) did not result in a materially different outcome of the impairment test.

16. Investments in associates and joint ventures

HEINEKEN has interests in a number of individually insignificant joint ventures and associates.

HEINEKEN holds a 75 per cent equity interest in Sedibeng Brewery Pty Ltd, but based on the contractual arrangements HEINEKEN has joint control. As a result, this investment is accounted for using the equity method.

Summarised financial information for equity accounted joint ventures and associates

The following table includes, in aggregate, the carrying amount and HEINEKEN’s share of profit and OCI of joint ventures and associates:

 

     Joint Ventures      Associates  

In millions of EUR

   2014     2013      2014      2013  

Carrying amount of interests

     1,964        1,814         69         69   

Share of:

          

Profit or loss from continuing operations

     135        130         13         16   

Other comprehensive income

     (7     5         —           —     
     128        135         13         16   
  

 

 

   

 

 

    

 

 

    

 

 

 

17. Other investments and receivables

 

In millions of EUR

   Note      2014      2013  

Non-current other investments and receivables

        

Available-for-sale investments

     32         253         247   

Non-current derivatives

     32         97         67   

Loans to customers

     32         68         65   

Other loans receivable

     32         82         50   

Long-term prepayments

        84         88   

Indemnification receivable

     32         9         113   

Held-to-maturity investments

     32         3         4   

Other receivables

     32         141         128   
        737         762   
     

 

 

    

 

 

 

Current other investments

        

Investments held for trading

     32         13         11   
        13         11   
     

 

 

    

 

 

 

 

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17. Other investments and receivables continued

 

Effective interest rates on loans to customers range from 6-12 per cent.

The decrease in indemnification receivable primarily relates to the settlement of certain indemnified tax liabilities, originating from the acquisition of the beer operations of FEMSA.

The other receivables mainly originate from the acquisition of the beer operations of FEMSA and represent a receivable on the Brazilian authorities on which interest is calculated in accordance with Brazilian legislation. Collection of this receivable is expected to be beyond a period of five years.

The main available-for-sale investments are S.A. Des Brasseries du Cameroun, Desnoes & Geddes Ltd and Sabeco Ltd. As far as these investments are listed, they are measured at their quoted market price. For others, multiples are used. Debt securities (which are interest-bearing) with a carrying amount of EUR14 million (2013: EUR14 million) are included in available-for-sale investments.

Sensitivity analysis – equity price risk

As at 31 December 2014, an amount of EUR99 million (2013: EUR120 million) of available-for-sale investments and investments held for trading is listed on stock exchanges. An increase or decrease of 1 per cent in the share price at the reporting date would not result in a material impact on HEINEKEN’s financial position.

18. Deferred tax assets and liabilities

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following items:

 

     Assets     Liabilities     Net  

In millions of EUR

   2014     2013     2014     2013     2014     2013  

Property, plant and equipment

     80        119        (607     (655     (527     (536

Intangible assets

     83        84        (1,340     (1,318     (1,257     (1,234

Investments

     131        128        (8     (9     123        119   

Inventories

     20        19        (1     —          19        19   

Loans and borrowings

     1        1        (10     —          (9     1   

Employee benefits

     366        317        (1     (2     365        315   

Provisions

     112        113        (20     (12     92        101   

Other items

     288        261        (113     (202     175        59   

Tax losses carry forward

     177        220        —          —          177        220   

Tax assets/(liabilities)

     1,258        1,262        (2,100     (2,198     (842     (936

Set-off of tax

     (597     (754     597        754        —          —     

Net tax assets/(liabilities)

     661        508        (1,503     (1,444     (842     (936
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Of the total net deferred tax assets of EUR661 million as at 31 December 2014 (2013: EUR508 million), EUR196 million (2013: EUR280 million) is recognised in respect of subsidiaries in various countries where there have been tax losses in the current or preceding period. Management’s projections support the assumption that it is probable that the results of future operations will generate sufficient taxable income to utilise these deferred tax assets.

Tax losses carry forward

HEINEKEN has tax losses carry forward for an amount of EUR1,493 million as at 31 December 2014 (2013: EUR1,906 million), which expire in the following years:

 

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18. Deferred tax assets and liabilities continued

 

In millions of EUR

   2014     2013  

2014

     —          16   

2015

     30        33   

2016

     40        28   

2017

     14        29   

2018

     33        23   

2019

     51        —     

After 2019 respectively 2018 but not unlimited

     277        330   

Unlimited

     1,048        1,447   
     1,493        1,906   

Recognised as deferred tax assets gross

     (786     (978

Unrecognised

     707        928   
  

 

 

   

 

 

 

The unrecognised losses relate to entities for which it is not probable that taxable profit will be available to offset these losses. The decrease in available tax losses, compared to 2013, includes an offset of non-recognised tax losses (EUR340 million) against a non-current income tax liability, acquired as part of a prior acquisition.

Movement in deferred tax balances during the year

 

In millions of EUR

   Balance
1 January
2014
    Changes in
consolidation
    Effect of
movements
in foreign
exchange
    Recognised
in income
    Recognised
in equity
     Transfers     Balance
31 December
2014
 

Property, plant and equipment

     (536     —          9        (22     —           22        (527

Intangible assets

     (1,234     (2     (79     40        —           18        (1,257

Investments

     119        —          1        1        —           2        123   

Inventories

     19        —          —          —          —           —          19   

Loans and borrowings

     1        —          (11     (1     —           2        (9

Employee benefits

     315        —          7        (36     96         (17     365   

Provisions

     101        —          2        (4     —           (7     92   

Other items

     59        —          98        (21     14         25        175   

Tax losses carry forward

     220        (2     (5     (32     —           (4     177   

Net tax assets/(liabilities)

     (936     (4     22        (75     110         41        (842
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

In millions of EUR

   Balance
1 January
2013
    Changes in
consolidation
    Effect of
movements
in foreign
exchange
    Recognised
in income
    Recognised
in equity
    Transfers     Balance
31 December
2013
 

Property, plant and equipment

     (620     19        29        30        3        3        (536

Intangible assets

     (1,535     43        127        129        —          2        (1,234

Investments

     122        —          (6     1        2        —          119   

Inventories

     13        2        —          4        —          —          19   

Loans and borrowings

     2        —          —          —          —          (1     1   

Employee benefits

     383        —          (6     (6     (70     14        315   

Provisions

     108        (5     (1     (1     —          —          101   

Other items

     47        (9     (44     79        6        (20     59   

Tax losses carry forward

     238        —          (10     (3     —          (5     220   

Net tax assets/(liabilities)

     (1,242     50        89        233        (59     (7     (936
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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19. Inventories

 

In millions of EUR

   2014      2013  

Raw materials

     297         271   

Work in progress

     181         176   

Finished products

     398         388   

Goods for resale

     240         218   

Non-returnable packaging

     166         171   

Other inventories and spare parts

     352         288   
     1,634         1,512   
  

 

 

    

 

 

 

During 2014 and 2013, no write-down of inventories to net realisable value was made.

20. Trade and other receivables

 

In millions of EUR

   Note      2014      2013  

Trade receivables

        2,017         1,804   

Other receivables

        580         556   

Trade receivables due from associates and joint ventures

        24         22   

Derivatives

        122         45   
     32         2,743         2,427   
     

 

 

    

 

 

 

A net impairment loss of EUR19 million (2013: EUR34 million) in respect of trade and other receivables was included in expenses for raw materials, consumables and services.

21. Cash and cash equivalents

 

In millions of EUR

   Note      2014     2013  

Cash and cash equivalents

     32         668        1,290   

Bank overdrafts

     25         (595     (178

Cash and cash equivalents in the statement of cash flows

        73        1,112   
     

 

 

   

 

 

 

22. Capital and reserves

Share capital

As at 31 December 2014, the issued share capital comprised 576,002,613 ordinary shares (2013: 576,002,613). The ordinary shares have a par value of EUR1.60. All issued shares are fully paid. The share capital as at 31 December 2014 amounted to EUR922 million (2013: EUR922 million).

The Company’s authorised capital amounts to EUR2,500 million, consisting of 1,562,500,000 shares.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. In respect of the Company’s shares that are held by HEINEKEN (see next page), rights are suspended.

Share premium

As at 31 December 2014, the share premium amounted to EUR2,701 million (2013: EUR2,701 million).

Translation reserve

The translation reserve comprises foreign currency differences arising from the translation of the financial statements of foreign operations of HEINEKEN (excluding amounts attributable to non-controlling interests) as well as value changes of the hedging instruments in the net investment hedges. HEINEKEN considers this a legal reserve.

 

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22. Capital and reserves continued

 

Hedging reserve

This reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments where the hedged transaction has not yet occurred. HEINEKEN considers this a legal reserve.

Fair value reserve

This reserve comprises the cumulative net change in the fair value of available-for-sale investments until the investment is derecognised or impaired. HEINEKEN considers this a legal reserve.

Other legal reserves

These reserves relate to the share of profit of joint ventures and associates over the distribution of which HEINEKEN does not have control. The movement in these reserves reflects retained earnings of joint ventures and associates minus dividends received. In case of a legal or other restriction which means that retained earnings of subsidiaries cannot be freely distributed, a legal reserve is recognised for the restricted part.

Reserve for own shares

The reserve for the Company’s own shares comprises the cost of the Company’s shares held by HEINEKEN. As at 31 December 2014, HEINEKEN held 1,395,435 of the Company’s shares (2013: 1,010,213).

LTV

During the period from 1 January to 31 December 2014, HEINEKEN acquired 550,000 shares for delivery against LTV and other share-based payment plans.

Dividends

The following dividends were declared and paid by HEINEKEN:

 

In millions of EUR

   2014      2013  

Final dividend previous year EUR0.53, respectively EUR0.56 per qualifying ordinary share

     305         323   

Interim dividend current year EUR0.36, respectively EUR0.36 per qualifying ordinary share

     207         207   

Total dividend declared and paid

     512         530   
  

 

 

    

 

 

 

HEINEKEN has widened the pay-out ratio for its annual dividend from 30-35 per cent to 30-40 per cent of net profit (beia). For 2014, a payment of a total cash dividend of EUR1.10 per share (2013: EUR0.89) will be proposed at the AGM. If approved, a final dividend of EUR0.74 per share will be paid on 6 May 2015, as an interim dividend of EUR0.36 per share was paid on 2 September 2014. The payment will be subject to 15 per cent Dutch withholding tax.

After the balance sheet date, the Executive Board proposed the following dividends. The dividends, taking into account the interim dividends declared and paid, have not been provided for.

 

In millions of EUR

   2014      2013  

Per qualifying ordinary share EUR1.10 (2013: EUR0.89)

     632         512   
  

 

 

    

 

 

 

Non-controlling interests

The non-controlling interests (NCI) relate to minority stakes held by third parties in HEINEKEN consolidated subsidiaries. The total non-controlling interest as at 31 December 2014 amounted to EUR1,043 million (2013: EUR954 million). Refer to note 36 for the disclosure of material NCIs.

23. Earnings per share

Basic earnings per share

The calculation of basic earnings per share for the period ended 31 December 2014 is based on the profit attributable to ordinary shareholders of the Company (net profit) of EUR1,516 million (2013: EUR1,364 million, 2012: EUR2,914 million) and a weighted average number of ordinary shares – basic outstanding during the year ended 31 December 2014 of 574,945,645 (2013: 575,062,357, 2012: 575,022,338). Basic earnings per share for the year amounted to EUR2.64 (2013: EUR2.37, 2012: EUR5.07).

 

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23. Earnings per share continued

 

Diluted earnings per share

The calculation of diluted earnings per share for the period ended 31 December 2014 is based on the profit attributable to ordinary shareholders of the Company (net profit) of EUR1,516 million (2013: EUR1,364 million, 2012: EUR2,914 million) and a weighted average number of ordinary shares – basic outstanding after adjustment for the effects of all dilutive potential ordinary shares of 576,002,613 (2013: 576,002,613, 2012: 576,002,613). Diluted earnings per share for the year amounted to EUR2.63 (2013: EUR2.37, 2012: EUR5.06).

Weighted average number of shares – basic and diluted

 

     2014     2013     2012  

Number of shares 1 January

     576,002,613        576,002,613        576,002,613   

Effect of own shares held

     (1,056,968     (940,256     (980,275

Weighted average number of basic shares for the year

     574,945,645        575,062,357        575,022,338   

Effect of own shares held

     1,056,968        940,256        980,275   

Weighted average number of diluted shares for the year

     576,002,613        576,002,613        576,002,613   
  

 

 

   

 

 

   

 

 

 

24. Income tax on other comprehensive income

 

In millions of EUR

   2014     2013     2012  
   Amount
before
tax
    Tax      Amount
net of
tax
    Amount
before
tax
    Tax     Amount
net of
tax
    Amount
before
tax
    Tax     Amount
net of
tax
 

Other comprehensive income

                   

Actuarial gains and losses

     (440     96         (344     263        (66     197        (517     113        (404

Currency translation differences

     590        107         697        (1,244     (38     (1,282     59        (20     39   

Recycling of currency translation differences to profit or loss

     —          —           —          1        —          1        —          —          —     

Effective portion of net investment hedges

     (6     1         (5     18        (5     13        8        (2     6   

Effective portion of changes in fair value of cash flow hedges

     (108     9         (99     17        (1     16        16        (2     14   

Effective portion of cash flow hedges transferred to profit or loss

     (5     2         (3     (3     (1     (4     57        (16     41   

Net change in fair value available-for-sale investments

     (4     3         (1     (63     10        (53     203        (68     135   

Net change in fair value available-for-sale investments transferred to profit or loss

     —          —           —          —          —          —          (192     44        (148

Share of other comprehensive income of associates/joint ventures

     (7     —           (7     6        (1     5        (1     —          (1

Total other comprehensive income

     20        218         238        (1,005     (102     (1,107     (367     49        (318
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

25. Loans and borrowings

This note provides information about the contractual terms of HEINEKEN’s interest-bearing loans and borrowings. For more information about HEINEKEN’s exposure to interest rate risk and foreign currency risk, see note 32.

Non-current liabilities

 

In millions of EUR

   Note      2014      2013  

Unsecured bond issues

        7,802         8,083   

Unsecured bank loans

        481         422   

Secured bank loans

        45         16   

Finance lease liabilities

     26         10         5   

Other non-current interest-bearing liabilities

        1,153         1,271   

Non-current interest-bearing liabilities

        9,491         9,797   

Non-current derivatives

        8         47   

Non-current non-interest-bearing liabilities

        —           9   

Non-current liabilities

        9,499         9,853   
     

 

 

    

 

 

 

 

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25. Loans and borrowings continued

 

Current interest-bearing liabilities

 

In millions of EUR

   Note      2014      2013  

Current portion of unsecured bonds issued

        967         904   

Current portion of unsecured bank loans

        3         261   

Current portion of secured bank loans

        11         12   

Current portion of finance lease liabilities

     26         5         4   

Current portion of other non-current interest-bearing liabilities

        121         471   

Total current portion of non-current interest-bearing liabilities

        1,107         1,652   

Deposits from third parties (mainly employee loans)

        564         543   
        1,671         2,195   

Bank overdrafts

     21         595         178   

Current interest-bearing liabilities

        2,266         2,373   
     

 

 

    

 

 

 

Net interest-bearing debt position

 

In millions of EUR

   Note      2014     2013  

Non-current interest-bearing liabilities

        9,491        9,797   

Current portion of non-current interest-bearing liabilities

        1,107        1,652   

Deposits from third parties (mainly employee loans)

        564        543   
        11,162        11,992   

Bank overdrafts

     21         595        178   
        11,757        12,170   

Cash, cash equivalents and current other investments

     17/21         (681     (1,302

Net interest-bearing debt position

        11,076        10,868   
     

 

 

   

 

 

 

Non-current liabilities

 

In millions of EUR

   Unsecured
bond issues
    Unsecured
bank loans
    Secured bank
loans
    Finance lease
liabilities
    Other  non-current
interest-bearing
liabilities
    Non-current
derivatives
    Non-current
non-interest-
bearing
liabilities
    Total  

Balance as at 1 January 2014

     8,083        422        16        5        1,271        47        9        9,853   

Consolidation changes

     —          —          —          —          (6     —          —          (6

Effect of movements in exchange rates

     12        9        2        —          5        2        1        31   

Transfers to current liabilities

     (916     (4     (8     (3     (353     (2     (3     (1,289

Charge to/(from) equity in relation to derivatives

     31        —          —          —          117        (1     —          147   

Proceeds

     355        521        33        1        110        —          —          1,020   

Repayments

     (137     (476     —          —          3        —          (3     (613

Other

     374        9        2        7        6        (38     (4     356   

Balance as at 31 December 2014

     7,802        481        45        10        1,153        8        —          9,499   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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25. Loans and borrowings continued

 

Terms and debt repayment schedule

Terms and conditions of outstanding non-current and current loans and borrowings were as follows:

 

In millions of EUR

   Category    Currency      Nominal
interest rate %
     Repayment      Carrying
amount
2014
     Face value
2014
     Carrying
amount
2013
     Face value
2013
 

Unsecured bond

   issue under EMTN
programme
     EUR         7.1         2014         —           —           906         906   

Unsecured bond

   issue under EMTN
programme
     GBP         7.3         2015         508         508         479         480   

Unsecured bond

   issue under EMTN
programme
     SGD         2.7         2015         47         47         41         43   

Unsecured bond

   issue under EMTN
programme
     EUR         4.6         2016         399         400         399         400   

Unsecured bond

   issue under EMTN
programme
     SGD         2.3         2017         61         62         57         57   

Unsecured bond

   issue under EMTN
programme
     EUR         1.3         2018         99         100         99         100   

Unsecured bond

   issue under EMTN
programme
     SGD         2.2         2018         59         59         54         55   

Unsecured bond

   issue under EMTN
programme
     EUR         0.7         2018         —           —           60         60   

Unsecured bond

   issue under EMTN
programme
     USD         1.1         2019         164         165         —           —     

Unsecured bond

   issue under EMTN
programme
     EUR         2.5         2019         844         850         843         850   

Unsecured bond

   issue under EMTN
programme
     EUR         2.1         2020         996         1,000         995         1,000   

Unsecured bond

   issue under EMTN
programme
     EUR         2.0         2021         497         500         496         500   

Unsecured bond

   issue under EMTN
programme
     EUR         3.5         2024         497         500         496         500   

Unsecured bond

   issue under EMTN
programme
     EUR         2.9         2025         741         750         741         750   

Unsecured bond

   issue under EMTN
programme
     EUR         3.5         2029         199         200         —           —     

Unsecured bond

   issue under EMTN
programme
     EUR         3.3         2033         179         180         179         180   

Unsecured bond

   issue under EMTN
programme
     EUR         2.6         2033         91         100         90         100   

Unsecured bond

   issue under EMTN
programme
     EUR         3.5         2043         75         75         75         75   

Unsecured bond

   issue under APB MTN
programme
     SGD         3.0-4.0         2014-2020         24         24         75         75   

Unsecured bond

   issue under 144A/RegS      USD         0.8         2015         411         412         361         363   

Unsecured bond

   issue under 144A/RegS      USD         1.4         2017         1,026         1,030         901         906   

Unsecured bond

   issue under 144A/RegS      USD         3.4         2022         614         618         539         543   

Unsecured bond

   issue under 144A/RegS      USD         2.8         2023         819         824         720         725   

Unsecured bond

   issue under 144A/RegS      USD         4.0         2042         402         412         353         363   

Unsecured bond issues

   n.a.      various         various         various         17         17         28         28   

Unsecured bank loans

   bank facilities      PLN         3.2         2014         —           —           46         46   

Unsecured bank loans

   bank facilities      EUR         5.1         2016         207         207         207         207   

Unsecured bank loans

   bank facilities      NGN         13.0         2013-2016         121         121         110         110   

Unsecured bank loans

   German Schuldschein notes      EUR         1.0-6.0         2014         —           —           202         206   

Unsecured bank loans

   German Schuldschein notes      EUR         1.0-6.2         2016         110         111         111         111   

Unsecured bank loans

   bank facilities      PGK         4.7         2019         35         35         —           —     

Unsecured bank loans

   bank facilities      BIF         10.0-15.0         2017         10         10         —           —     

Unsecured bank loans

   various      various         various         various         1         1         7         7   

Secured bank loans

   bank facilities      GBP         1.8         2016         8         8         9         9   

Secured bank loans

   bank facilities      HTG         8.5         2019         16         16         —           —     

Secured bank loans

   bank facilities      ETB         10         2021         20         20         —           —     

Secured bank loans

   various      various         various         various         12         12         19         19   

Other interest-bearing liabilities

   2002 S&N US private
placement
     USD         5.6         2014         —           —           452         435   

Other interest-bearing liabilities

   2005 S&N US private
placement
     USD         5.4         2015         —           —           229         218   

Other interest-bearing liabilities

   2008 US private placement      USD         5.9         2015         43         43         38         38   

Other interest-bearing liabilities

   2011 US private placement      USD         2.8         2017         74         74         65         65   

Other interest-bearing liabilities

   2008 US private placement      GBP         7.3         2016         32         32         30         30   

Other interest-bearing liabilities

   2008 US private placement      GBP         7.2         2018         41         41         38         38   

Other interest-bearing liabilities

   2010 US private placement      USD         4.6         2018         597         597         526         526   

Other interest-bearing liabilities

   2008 US private placement      USD         6.3         2018         321         321         282         282   

Other interest-bearing liabilities

   facilities from JV’s      EUR         various         various         150         150         61         61   

Other interest-bearing liabilities

   various      various         various         various         16         16         21         21   

Deposits from third parties

   n.a.      various         various         various         564         564         543         543   

Finance lease liabilities

   n.a.      various         various         various         15         15         9         9   
                 11,162         11,227         11,992         12,040   
              

 

 

    

 

 

    

 

 

    

 

 

 

 

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25. Loans and borrowings continued

 

Financing headroom1

As at 31 December 2014, no amounts were drawn on the existing revolving credit facility of EUR2,500 million. This revolving credit facility was extended and amended in May 2014 and now matures in 2019. The committed financing headroom at Group level was EUR2,169 million as at 31 December 2014 and consisted of undrawn revolving credit facility and centrally available cash, minus centrally managed overdraft balances.

Incurrence covenant1

HEINEKEN has an incurrence covenant in some of its financing facilities. This incurrence covenant is calculated by dividing net debt by EBITDA (beia) (both based on proportional consolidation of joint ventures and including acquisitions made in 2014 on a pro-forma basis). As at 31 December 2014 this ratio was 2.4 (2013: 2.5, 2012: 2.8). If the ratio would be beyond a level of 3.5, the incurrence covenant would prevent us from conducting further significant debt financed acquisitions.

 

1 

Non-GAAP measures: unaudited

 

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26. Finance lease liabilities

Finance lease liabilities are payable as follows:

 

     Future
minimum
lease
payments
     Interest      Present value
of minimum
lease
payments
     Future
minimum
lease
payments
     Interest      Present value
of minimum
lease
payments
 

In millions of EUR

   2014      2014      2014      2013      2013      2013  

Less than one year

     5         —           5         4         —           4   

Between one and five years

     8         —           8         5         —           5   

More than five years

     2         —           2         —           —           —     
     15         —           15         9         —           9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

27. Non-GAAP measures

In the internal management reports, HEINEKEN measures its performance primarily based on EBIT and EBIT beia (before exceptional items and amortisation of acquisition-related intangible assets). Both are non-GAAP measures not calculated in accordance with IFRS. Exceptional items are defined as items of income and expense of such size, nature or incidence, that in the view of management their disclosure is relevant to explain the performance of HEINEKEN for the period. Beia adjustments are also applied on operating profit and net profit metrics.

The table below presents the relationship between IFRS measures, being results from operating activities and net profit, and HEINEKEN non-GAAP measures, being EBIT, EBIT (beia), consolidated operating profit (beia), Group operating profit (beia) and net profit (beia).

 

In millions of EUR

   20141     20131     20121  

Results from operating activities

     2,780        2,554        3,697   

Share of profit of associates and joint ventures and impairments thereof (net of income tax)

     148        146        213   

EBIT

     2,928        2,700        3,910   

Exceptional items and amortisation of acquisition-related intangible assets included in EBIT

     340        391        (992

EBIT (beia)

     3,268        3,091        2,918   

Share of profit of associates and joint ventures and impairments thereof (beia) (net of income tax)

     (139     (150     (252

Consolidated operating profit (beia)

     3,129        2,941        2,666   

Attributable share of operating profit from joint ventures and associates and impairments thereof

     230        251        440   

Group operating profit (beia)

     3,359        3,192        3,106   

Profit attributable to equity holders of the Company (net profit)

     1,516        1,364        2,914   

Exceptional items and amortisation of acquisition-related intangible assets included in EBIT

     340        391        (992

Exceptional items included in finance costs

     (1     (11     (206

Exceptional items included in income tax expense

     (52     (151     (55

Exceptional items included in non-controlling interest

     (45     (8     —     

Net profit (beia)

     1,758        1,585        1,661   
  

 

 

   

 

 

   

 

 

 

 

1 

Unaudited

 

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27. Non-GAAP measures continued

 

The 2014 exceptional items included in EBIT contain the amortisation of acquisition-related intangibles for EUR291 million (2013: EUR329 million, 2012: EUR198 million), restructuring expenses of EUR111 million (2013: EUR99 million, 2012: EUR97 million ), the settlement of indemnified tax liabilities of EUR39 million and the impairment of intangible assets and P, P & E in Tunisia for EUR21 million. These items are partly offset by past service benefit in the Netherlands due to a change in pension legislation of EUR88 million and the gain on revaluation of our PHEI in Zagorka of EUR51 million.

The exceptional items in income tax expense include the tax impact on amortisation of acquisition-related intangible assets of EUR72 million (2013: EUR84 million, 2012: EUR53 million) and the tax impact on other exceptional items included in EBIT and finance costs of EUR6 million (2013: EUR21 million, 2012: EUR2 million). These items are partly offset by exceptional income tax items with a negative impact amounting to EUR26 million (2013: EUR46 million positive impact, 2012: nil), including the write-off of deferred tax assets of EUR111 million and the release of a non-current income tax liability of EUR85 million.

EBIT and EBIT (beia) are not financial measures calculated in accordance with IFRS. The presentation of these financial measures may not be comparable to similarly titled measures reported by other companies due to differences in the ways the measures are calculated.

28. Employee benefits

 

In millions of EUR

   2014     2013  

Present value of unfunded defined benefit obligations

     358        306   

Present value of funded defined benefit obligations

     8,551        7,368   

Total present value of defined benefit obligations

     8,909        7,674   

Fair value of defined benefit plan assets

     (7,547     (6,553

Present value of net obligations

     1,362        1,121   

Asset ceiling items

     2        2   

Recognised liability for defined benefit obligations

     1,364        1,123   

Other long-term employee benefits

     79        79   
     1,443        1,202   
  

 

 

   

 

 

 

HEINEKEN makes contributions to defined benefit plans that provide pension benefits for employees upon retirement in a number of countries. The defined benefit plans in the Netherlands and the UK combined cover 88.6 per cent of the total defined benefit plan assets (2013: 87.5 per cent), 83.0 per cent of the present value of the defined benefit obligations (2013: 82.5 per cent) and 52.1 per cent of the present value of net obligations (2013: 53.0 per cent) as at 31 December 2014.

HEINEKEN provides employees in the Netherlands with an average pay pension plan, whereby indexation of accrued benefits is conditional on the funded status of the pension fund. HEINEKEN pays contributions to the fund up to a maximum level agreed with the Board of the pension fund and has no obligation to make additional contributions in case of a funding deficit. In 2014, HEINEKEN’s cash contribution to the Dutch pension plan was at the maximum level. The same level is expected to be paid in 2015.

HEINEKEN’s UK plan (Scottish & Newcastle pension plan) was closed to future accrual in 2010 and the liabilities thus relate to past service before plan closure. Based on the triennial review finalised in early 2013, HEINEKEN has agreed a 10-year funding plan including base Company contributions of GBP21 million per year, with a further Company contribution of between GBP15 million and GBP40 million per year, contingent on the funding level of the pension fund. As at 31 December 2014, the IAS 19 present value of the net obligations of the Scottish & Newcastle pension plan represents a GBP377 million (EUR484 million) deficit. No additional liability has to be recognised as the net present value of the minimum funding requirement does not exceed the net obligation.

Other countries where HEINEKEN offers a defined benefit plan to (former) employees are: Austria (closed in 2007 to new entrants), Belgium, Greece (closed in 2014 to new entrants), Ireland (closed in 2012 to all future accrual), Mexico (plan changed to hybrid defined contribution for majority of employees in 2014), Nigeria (closed to new entrants in 2007), Portugal, Spain (closed to management in 2010) and Switzerland.

 

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28. Employee benefits continued

 

The vast majority of benefit payments are from pension funds that are held in trusts (or equivalent); however, there is a small portion where HEINEKEN meets the benefit payment obligation as it falls due. Plan assets held in trusts are governed by Trustee Boards composed of HEINEKEN representatives and independent and/or member representation, in accordance with local regulations and practice in each country. The relationship and division of responsibility between HEINEKEN and the Trustee Board (or equivalent) including investment decisions and contribution schedules are carried out in accordance with the plan’s regulations.

In other countries, the pension plans are defined contribution plans and/or similar arrangements for employees.

Other long-term employee benefits mainly relate to long-term bonus plans, termination benefits, medical plans and jubilee benefits.

 

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28. Employee benefits continued

 

Movement in net defined benefit obligation

The movement in the defined benefit obligation over the year is as follows:

 

            Present value of defined
benefit obligations
    Fair value of defined
benefit plan assets
    Present value of net
obligations
 

In millions of EUR

   Note      2014     2013     2014     2013     2014     2013  

Balance as at 1 January

        7,674        7,844        (6,553     (6,401     1,121        1,443   

Included in profit or loss

               

Current service cost

        75        80        —          —          75        80   

Past service cost/(credit)

        (103     (42     —          —          (103     (42

Administration expense

        —          —          4        3        4        3   

Effect of any settlement

        (7     —          —          —          (7     —     

Expense recognised in personnel expenses

     10         (35     38        4        3        (31     41   

Interest expense/(income)

     12         326        288        (277     (232     49        56   
        291        326        (273     (229     18        97   

Included in OCI

               

Remeasurement loss/(gain):

               

Actuarial loss/(gain) arising from

               

Demographic assumptions

        12        16        —          —          12        16   

Financial assumptions

        1,185        (167     —          —          1,185        (167

Experience adjustments

        (112     (6     —          —          (112     (6

Return on plan assets excluding interest income

        —          —          (645     (106     (645     (106

Effect of movements in exchange rates

        257        (100     (225     76        32        (24
        1,342        (257     (870     (30     472        (287

Other

               

Changes in consolidation and reclassification

        (86     48        32        5        (54     53   

Contributions paid:

         

By the employer

        —          —          (195     (185     (195     (185

By the plan participants

        26        26        (26     (26     —          —     

Benefits paid

        (338     (313     338        313        —          —     
        (398     (239     149        107        (249     (132

Balance as at 31 December

        8,909        7,674        (7,547     (6,553     1,362        1,121   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The defined benefit plan in the Netherlands was amended to reflect changes in legal requirements. From 1 January 2015, the annual accrual rate was reduced to the legal maximum rate of 1.875 per cent and a salary cap was introduced. As a result, the defined benefit obligation in the Dutch plan decreased by EUR88 million. A corresponding past service credit was recognised in profit or loss during 2014.

Defined benefit plan assets

 

     2014      2013  

In millions of EUR

   Quoted      Unquoted     Total      Quoted      Unquoted      Total  

Equity instruments:

                

Europe

     764         —          764         711         —           711   

Northern America

     712         —          712         582         —           582   

Japan

     204         —          204         197         —           197   

Asia other

     234         —          234         177         —           177   

Other

     242         1        243         252         —           252   
     2,156         1        2,157         1,919         —           1,919   

Debt instruments:

                

Corporate bonds – investment grade

     2,857              2,150         

Corporate bonds – non-investment grade

     186              39         
     3,043         35        3,078         2,189         20         2,209   

Derivatives

     132         (4     128         423         2         425   

Properties and real estate

     278         212        490         233         214         447   

Cash and cash equivalents

     178         16        194         107         12         119   

Investment funds

     916         309        1,225         979         228         1,207   

Other plan assets

     210         65        275         184         43         227   
     1,714         598        2,312         1,926         499         2,425   

Balance as at 31 December

     6,913         634        7,547         6,034         519         6,553   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

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28. Employee benefits continued

 

The HEINEKEN pension funds monitor the mix of debt and equity securities in their investment portfolios based on market expectations. Material investments within the portfolio are managed on an individual basis. Through its defined benefit pension plans, HEINEKEN is exposed to a number of risks, the most significant which are detailed below:

Asset volatility

The plan liabilities are calculated using a discount rate set with reference to corporate bond yields. If plan assets underperform this yield, this will create a deficit. Both the Netherlands and the UK plans hold a significant proportion of equities, which are expected to outperform corporate bonds in the long term, while providing volatility and risk in the short term.

In the Netherlands, an Asset-Liability Matching (ALM) study is performed at least on a triennial basis. The ALM study is the basis for the strategic investment policies and the (long-term) strategic investment mix. This resulted in a strategic asset mix comprising 35 per cent equity securities, 40 per cent bonds, 10 per cent property and real estate and 15 per cent other investments. The objective is to hedge currency risk on the US dollar, Japanese yen and British pound for 50 per cent in the strategic investment mix.

In the UK, an Asset-Liability Matching study is performed at least on a triennial basis. The ALM study is the basis for the strategic investment policies and the (long-term) strategic investment mix. This resulted in a strategic asset mix comprising 29 per cent equity securities (including synthetic exposure from derivatives), 35 per cent bonds (including synthetic exposure from derivatives), 5 per cent property and real estate and 31 per cent other investments. The objective is to hedge currency risk on developed non-GBP equity market exposures for 70 per cent, with US dollar currency risk on other investments hedged 100 per cent in the strategic investment mix.

Interest rate risk

A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ bond holdings.

In the Netherlands, interest rate risk is partly managed through fixed income investments. These investments match the liabilities for 20.1 per cent (2013: 23.4 per cent). In the UK, interest rate risk is partly managed through the use of a mixture of fixed income investments and interest rate swap instruments. These investments and instruments match the liabilities for 24.7 per cent (2013: 29.2 per cent).

Inflation risk

Some of the pension obligations are linked to inflation. Higher inflation will lead to higher liabilities, although in most cases caps on the level of inflationary increases are in place to protect the plan against extreme inflation. The majority of the plan assets are either unaffected by or loosely correlated with inflation, meaning that an increase in inflation will increase the deficit.

HEINEKEN provides employees in the Netherlands with an average pay pension plan, whereby indexation of accrued benefits is conditional on the funded status of the pension fund. In the UK, inflation sensitivity is based on capped Consumer Price Inflation for deferred members and capped Retail Price Inflation for pensions in payment.

Life expectancy

The majority of the plans’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plans’ liabilities. This is particularly significant in the UK plan, where inflation-linked increases result in higher sensitivity to changes in life expectancy.

Principal actuarial assumptions as at the balance sheet date

Based on the significance of the Dutch and UK pension plans compared with the other plans, the table below only includes the major actuarial assumptions for those two plans as at 31 December:

 

     The Netherlands      UK*  

In per cent

   2014      2013      2014      2013  

Discount rate as at 31 December

     1.8         3.6         3.6         4.6   

Future salary increases

     2.0         2.0         —           —     

Future pension increases

     0.3         1.4         2.9         3.2   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

* The UK plan closed for future accrual leading to certain assumptions being equal to zero.

 

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28. Employee benefits continued

 

For the other defined benefit plans the following actuarial assumptions apply at 31 December:

 

     Other Western, Central
and Eastern Europe
     The Americas      Africa Middle East  

In per cent

   2014      2013      2014      2013      2014      2013  

Discount rate as at 31 December

     1.0-1.9         2.4-3.6         7.3         7.6         15         14.0   

Future salary increases

     1.0-3.5         1.0-3.5         4.5         3.9         8.4         9.2   

Future pension increases

     0.2-1.8         1.0-1.8         3.5         2.9         3.2         2.0   

Medical cost trend rate

     3.5-4.5         3.4-4.5         5.1         5.1         6.8         7.5   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Assumptions regarding future mortality rates are based on published statistics and mortality tables. For the Netherlands, the rates are obtained from the ‘AG-Prognosetafel 2014’, fully generational. Correction factors from Towers Watson are applied on these. For the UK, the rates are obtained from the Continuous Mortality Investigation 2011 projection model.

The weighted average duration of the defined benefit obligation at the end of the reporting period is 18 years.

HEINEKEN expects the 2015 contributions to be paid for the defined benefit plans to be in line with 2014.

Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

 

      31 December 2014     31 December 2013  

In per cent

   Increase in
assumption
    Decrease in
assumption
    Increase in
assumption
    Decrease in
assumption
 

Discount rate (0.5% movement)

     (721     825        (560     636   

Future salary growth (0.25% movement)

     45        (44     14        (22

Future pension growth (0.25% movement)

     301        (265     236        (225

Medical cost trend rate (0.5% movement)

     5        (5     4        (3

Life expectancy (1 year)

     285        (287     231        (236
  

 

 

   

 

 

   

 

 

   

 

 

 

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

29. Share-based payments – Long-Term Variable Award

HEINEKEN has a performance-based share plan (Long-Term Variable award (LTV)) for the Executive Board and senior management. Under this LTV plan, share rights are conditionally awarded to incumbents on an annual basis. The vesting of these rights is subject to the performance of Heineken N.V. on specific internal performance conditions and continued service over a three-year period.

The performance conditions for LTV 2012-2014, LTV 2013-2015 and LTV 2014-2016 are the same for the Executive Board and senior management and comprise solely of internal financial measures, being Organic Revenue Growth (Organic Gross Profit beia growth up to LTV 2013-2015), Organic EBIT beia growth, Earnings Per Share (EPS) beia growth and Free Operating Cash Flow. The performance targets are also the same for the Executive Board and senior management, although for LTV 2012-2014 and LTV 2013-2015 the performance targets for the Executive Board have been set at a higher target level as a result of the recalibration that took place in 2013.

At target performance, 100 per cent of the awarded share rights vests. At threshold performance, 50 per cent of the awarded share rights vests. At maximum performance, 200 per cent of the awarded share rights vests for the Executive Board as well as senior managers in the US, Mexico, Brazil and Singapore, and 175 per cent vests for all other senior managers.

The performance period for the aforementioned plans are:

 

LTV

   Performance period start      Performance period end  

2012-2014

     1 January 2012         31 December 2014   

2013-2015

     1 January 2013         31 December 2015   

2014-2016

     1 January 2014         31 December 2016   

 

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29. Share-based payments – Long-Term Variable Award continued

 

The vesting date for the Executive Board is shortly after the publication of the annual results of 2014, 2015 and 2016 respectively and for senior management on 1 April 2015, 2016 and 2017 respectively.

As HEINEKEN will withhold the tax related to vesting on behalf of the individual employees, the number of Heineken N.V. shares to be received will be a net number. The LTV performance shares are not dividend-bearing during the performance period. The fair value has been adjusted for expected dividends by applying a discount based on our dividend policy and historical dividend payouts, during the vesting period.

The terms and conditions of the share rights granted are as follows:

 

Grant date/employees entitled

   Number*      Based on share price  

Share rights granted to Executive Board in 2012

     66,746         35.77   

Share rights granted to senior management in 2012

     703,382         35.77   

Share rights granted to Executive Board in 2013

     50,278         50.47   

Share rights granted to senior management in 2013

     560,863         50.47   

Share rights granted to Executive Board in 2014

     51,702         49.08   

Share rights granted to senior management in 2014

     597,744         49.08   
  

 

 

    

 

 

 

 

* The number of shares is based on at target payout performance (100 per cent).

Under the LTV 2011-2013, a total of 24,403 (gross) shares vested for the Executive Board and 191,827 (gross) shares vested for senior management.

Based on the performance conditions, it is expected that approximately 916,724 shares of the LTV 2012-2014 will vest in 2015 for senior management and the Executive Board.

The number, as corrected for the expected performance for the various awards, and weighted average share price per share under the LTV of senior management and Executive Board are as follows:

 

     Weighted average
share price 2014
     Number of share
rights 2014
    Weighted average
share price 2013
     Number of share
rights 2013
 

Outstanding as at 1 January

     42.41         1,257,106        35.42         1,357,826   

Granted during the year

     49.08         649,446        50.47         611,141   

Forfeited during the year

     44.80         (112,593     40.52         (120,014

Vested during the year

     36.69         (216,229     33.27         (331,768

Performance adjustment

     —           823,688        —           (260,079

Outstanding as at 31 December

     44.42         2,401,418        42.41         1,257,106   
  

 

 

    

 

 

   

 

 

    

 

 

 

Under the extraordinary share plans for senior management, 17,800 shares were granted and 46,996 (gross) shares vested. These extraordinary grants only have a service condition and vest between one and five years. The expenses relating to these additional grants are recognised in profit or loss during the vesting period. Expenses recognised in 2014 are EUR1.2 million (2013: EUR1.1 million, 2012: EUR1.1 million).

Matching shares, extraordinary shares and retention share awards are granted to the Executive Board and are disclosed in note 35.

 

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29. Share-based payments – Long-Term Variable Award continued

 

Personnel expenses

 

In millions of EUR

   Note      2014      2013      2012  

Share rights granted in 2010

        —           —           5   

Share rights granted in 2011

        —           (3)         2   

Share rights granted in 2012

        20         5         5   

Share rights granted in 2013

        17         8         —     

Share rights granted in 2014

        11         —           —     

Total expense recognised in personnel expenses

     10         48         10         12   
     

 

 

    

 

 

    

 

 

 

30. Provisions

 

In millions of EUR

   Note      Restructuring      Onerous
contracts
     Other      Total  

Balance as at 1 January 2014

        164         32         342         538   

Changes in consolidation

     6         —           —           (2)         (2)   

Provisions made during the year

        92         34         87         213   

Provisions used during the year

        (91)         (13)         (16)         (120)   

Provisions reversed during the year

        (7)         (1)         (79)         (87)   

Effect of movements in exchange rates

        2         2         9         13   

Unwinding of discounts

        2         —           6         8   

Balance as at 31 December 2014

        162         54         347         563   
     

 

 

    

 

 

    

 

 

    

 

 

 

Non-current

        79         41         278         398   

Current

        83         13         69         165   
     

 

 

    

 

 

    

 

 

    

 

 

 

Restructuring

The provision for restructuring of EUR162 million mainly relates to restructuring programmes in the UK, Spain and the Netherlands.

Other provisions

Included are, among others, surety and guarantees provided of EUR26 million (2013: EUR25 million) and claims and litigation of EUR182 million (2013: EUR168 million).

Greece

The Company’s subsidiary Athenian Brewery S.A. has been subject to an investigation and subsequent legal procedure initiated by the Hellenic Competition Commission in relation to a possible abuse of dominance situation in the Greek beer market. Athenian Brewery S.A. denies it is involved in such violation. The outcome of this case cannot be reliably predicted at this moment.

 

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31. Trade and other payables

 

In millions of EUR    Note      2014      2013  

Trade payables

        2,339         2,140   

Accruals and deferred income

        1,211         1,047   

Taxation and social security contributions

        802         804   

Returnable packaging deposits

        580         507   

Interest

        132         188   

Derivatives

        104         149   

Dividends

        45         36   

Other payables

        320         260   
     32         5,533         5,131   
     

 

 

    

 

 

 

32. Financial risk management and financial instruments

Overview

HEINEKEN has exposure to the following risks from its use of financial instruments, as they arise in the normal course of HEINEKEN’s business:

 

   

Credit risk

 

   

Liquidity risk

 

   

Market risk

This note presents information about HEINEKEN’s exposure to each of the above risks, and it summarises HEINEKEN’s policies and processes that are in place for measuring and managing risk, including those related to capital management. Further quantitative disclosures are included throughout these consolidated financial statements.

Risk management framework

The Executive Board, under the supervision of the Supervisory Board, has overall responsibility and sets rules for HEINEKEN’s risk management and control systems. They are reviewed regularly to reflect changes in market conditions and HEINEKEN’s activities. The Executive Board oversees the adequacy and functioning of the entire system of risk management and internal control, assisted by Group departments.

The Global Treasury function focuses primarily on the management of financial risk and financial resources. Some of the risk management strategies include the use of derivatives, primarily in the form of spot and forward exchange contracts and interest rate swaps, but options can be used as well. It is HEINEKEN policy that no speculative transactions are entered into.

Credit risk

Credit risk is the risk of financial loss to HEINEKEN if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and it arises principally from HEINEKEN’s receivables from customers and investment securities.

Following the economic crisis, HEINEKEN placed particular focus on strengthening credit management and a Global Credit Policy was implemented. All local operations are required to comply with the principles contained within the Global Credit Policy and develop local credit management procedures accordingly. We annually review compliance with these procedures and continuous focus is placed on ensuring that adequate controls are in place to mitigate any identified risks in respect of both customer and supplier risk.

As at the balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial instrument, including derivative financial instruments, in the consolidated statement of financial position.

Loans to customers

HEINEKEN’s exposure to credit risk is mainly influenced by the individual characteristics of each customer. HEINEKEN’s held-to-maturity investments include loans to customers, issued based on a loan contract. Loans to customers are ideally secured by, among others, rights on property or intangible assets, such as the right to take possession of the premises of the customer. Interest rates calculated by HEINEKEN are at least based on the risk-free rate plus a margin, which takes into account the risk profile of the customer and value of security given.

 

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32. Financial risk management and financial instruments continued

 

HEINEKEN establishes an allowance for impairment of loans that represents its estimate of incurred losses. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar customers in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics.

In a few countries, the issuance of new loans is outsourced to third parties. In most cases, HEINEKEN issues guarantees to the third party for the risk of default by the customer.

Trade and other receivables

HEINEKEN’s local management has credit policies in place and the exposure to credit risk is monitored on an ongoing basis. Under the credit policies, all customers requiring credit over a certain amount are reviewed and new customers are analysed individually for creditworthiness before HEINEKEN’s standard payment and delivery terms and conditions are offered. HEINEKEN’s review includes external ratings, where available, and in some cases bank references. Purchase limits are established for each customer and these limits are reviewed regularly. As a result of the deteriorating economic circumstances since 2008, certain purchase limits have been redefined. Customers that fail to meet HEINEKEN’s benchmark creditworthiness may transact with HEINEKEN only on a prepayment basis.

In monitoring customer credit risk, customers are, on a country basis, grouped according to their credit characteristics, including whether they are an individual or legal entity, which type of distribution channel they represent, geographic location, industry, ageing profile, maturity and existence of previous financial difficulties. Customers that are graded as high risk are placed on a restricted customer list, and future sales are made on a prepayment basis only with approval of management.

HEINEKEN has multiple distribution models to deliver goods to end customers. Deliveries are done in some countries via own wholesalers, in other markets directly and in some others via third parties. As such distribution models are country-specific and diverse across HEINEKEN, the results and the balance sheet items cannot be split between types of customers on a consolidated basis. The various distribution models are also not centrally managed or monitored.

HEINEKEN establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments. The components of this allowance are a specific loss component and a collective loss component.

Advances to customers

Advances to customers relate to an upfront cash discount to customers. The advances are amortised over the term of the contract as a reduction of revenue.

In monitoring customer credit risk, refer to the paragraph above relating to trade and other receivables.

Investments

HEINEKEN limits its exposure to credit risk by only investing available cash balances in liquid securities and only with counterparties that have strong credit ratings. HEINEKEN actively monitors these credit ratings.

Guarantees

HEINEKEN’s policy is to avoid issuing guarantees where possible unless this leads to substantial benefits for HEINEKEN. In cases where HEINEKEN does provide guarantees, such as to banks for loans (to third parties), HEINEKEN aims to receive security from the third party.

Heineken N.V. has issued a joint and several liability statement to the provisions of Section 403, Part 9, Book 2 of the Dutch Civil Code with respect to legal entities established in the Netherlands.

 

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32. Financial risk management and financial instruments continued

 

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

 

In millions of EUR

   Note      2014      2013  

Trade and other receivables, excluding current derivatives

     20         2,621         2,382   

Cash and cash equivalents

     21         668         1,290   

Current derivatives

     20         122         45   

Investments held for trading

     17         13         11   

Available-for-sale investments

     17         253         247   

Non-current derivatives

     17         97         67   

Loans to customers

     17         68         65   

Other loans receivable

     17         82         50   

Indemnification receivable

     17         9         113   

Held-to-maturity investments

     17         3         4   

Other non-current receivables

     17         141         128   
        4,077         4,402   
     

 

 

    

 

 

 

The maximum exposure to credit risk for trade and other receivables (excluding current derivatives) at the reporting date by geographic region was:

 

In millions of EUR

   2014      2013  

Western Europe

     1,000         956   

Central and Eastern Europe

     497         466   

The Americas

     470         428   

Africa Middle East

     293         237   

Asia Pacific

     223         178   

Head Office/eliminations

     138         117   
     2,621         2,382   
  

 

 

    

 

 

 

Impairment losses

The ageing of trade and other receivables (excluding current derivatives) at the reporting date was:

 

In millions of EUR

   Gross 2014      Impairment 2014     Gross 2013      Impairment 2013  

Not past due

     2,296         (76     2,016         (83

Past due 0 – 30 days

     185         (9     281         (15

Past due 31 – 120 days

     197         (36     191         (33

More than 120 days

     347         (283     312         (287
     3,025         (404     2,800         (418
  

 

 

    

 

 

   

 

 

    

 

 

 

 

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32. Financial risk management and financial instruments continued

 

The movement in the allowance for impairment in respect of trade and other receivables (excluding current derivatives) during the year was as follows:

 

In millions of EUR

   2014     2013  

Balance as at 1 January

     418        461   

Changes in consolidation

     2        (3

Impairment loss recognised

     85        66   

Allowance used

     (38     (66

Allowance released

     (66     (32

Effect of movements in exchange rates

     3        (8

Balance as at 31 December

     404        418   
  

 

 

   

 

 

 

The movement in the allowance for impairment in respect of loans during the year was as follows:

 

In millions of EUR

   2014     2013  

Balance as at 1 January

     150        158   

Changes in consolidation

     —          3   

Impairment loss recognised

     10        —     

Allowance used

     (21     5   

Allowance released

     (6     (14

Effect of movements in exchange rates

     2        (2

Balance as at 31 December

     135        150   
  

 

 

   

 

 

 

Impairment losses recognised for trade and other receivables (excluding current derivatives) and loans to customers are part of the other non-cash items in the consolidated statement of cash flows.

The income statement impact of EUR4 million (2013: EUR14 million) in respect of loans to customers and EUR19 million (2013: EUR34 million) in respect of trade and other receivables (excluding current derivatives) were included in expenses for raw materials, consumables and services.

The allowance accounts in respect of trade and other receivables and held-to-maturity investments are used to record impairment losses, unless HEINEKEN is satisfied that no recovery of the amount owing is possible; at that point, the amount considered irrecoverable is written off against the financial asset.

Liquidity risk

Liquidity risk is the risk that HEINEKEN will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. HEINEKEN’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to HEINEKEN’s reputation.

HEINEKEN has a clear focus on ensuring sufficient access to capital markets to finance long-term growth and to refinance maturing debt obligations. Financing strategies are under continuous evaluation. In addition, HEINEKEN seeks to align the maturity profile of its long-term debts with its forecasted cash flow generation. Strong cost and cash management and controls over investment proposals are in place to ensure effective and efficient allocation of financial resources.

 

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32. Financial risk management and financial instruments continued

 

Contractual maturities

The following are the contractual maturities of non-derivative financial liabilities and derivative financial assets and liabilities, including interest payments:

 

                                    2014  

In millions of EUR

   Carrying
amount
    Contractual
cash flows
    Less than
1 year
    1-2
years
    2-5
years
    More than
5 years
 

Financial liabilities

            

Interest-bearing liabilities

     (11,757     (14,202     (2,831     (876     (4,269     (6,226

Trade and other payables, excluding interest, dividends and derivatives

     (5,252     (5,252     (5,252     —          —          —     

Derivative financial assets and (liabilities)

            

Interest rate swaps used for hedge accounting (net)

     163        238        96        12        130        —     

Forward exchange contracts used for hedge accounting, (net)

     (64     (66     (60     (6     —          —     

Commodity derivatives used for hedge accounting (net)

     (11     (10     (7     (3     —          —     

Derivatives not used for hedge accounting (net)

     19        19        19        (3     3        —     
     (16,902     (19,273     (8,035     (876     (4,136     (6,226
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

                                   2013  

In millions of EUR

   Carrying
amount
    Contractual
cash flows
    Less than
1 year
    1-2 years     2-5 years     More than
5 years
 

Financial liabilities

            

Interest-bearing liabilities

     (12,170     (16,212     (4,340     (1,477     (3,691     (6,704

Non-interest-bearing liabilities

     (9     (9     (2     (2     (2     (3

Trade and other payables, excluding interest, dividends and derivatives

     (4,752     (4,752     (4,752     —          —          —     

Derivative financial assets and (liabilities)

            

Interest rate swaps used for hedge accounting (net)

     (86     (32     (84     40        12        —     

Forward exchange contracts used for hedge accounting (net)

     35        36        34        2        —          —     

Commodity derivatives used for hedge accounting (net)

     (26     (26     (24     (2     —          —     

Derivatives not used for hedge accounting (net)

     (7     (7     (7     —          —          —     
     (17,015     (21,002     (9,175     (1,439     (3,681     (6,707
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The total carrying amount and contractual cash flows of derivatives are included in trade and other receivables (refer to note 20), other investments (refer to note 17), trade and other payables (refer to note 31) and non-current non-interest-bearing liabilities (refer to note 25).

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodity prices and equity prices, will adversely affect HEINEKEN’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

HEINEKEN uses derivatives in the ordinary course of business, and also incurs financial liabilities, in order to manage market risks. Generally, HEINEKEN seeks to apply hedge accounting or make use of natural hedges in order to minimise the effects of foreign currency fluctuations in profit or loss.

 

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32. Financial risk management and financial instruments continued

 

Derivatives that can be used are interest rate swaps, forward rate agreements, caps and floors, commodity swaps, spot and forward exchange contracts and options. Transactions are entered into with a limited number of counterparties with strong credit ratings. Foreign currency, interest rate and commodity hedging operations are governed by internal policies and rules approved and monitored by the Executive Board.

Foreign currency risk

HEINEKEN is exposed to foreign currency risk on (future) sales, (future) purchases, borrowings and dividends that are denominated in a currency other than the respective functional currencies of HEINEKEN entities. The main currencies that give rise to this risk are the US dollar, Euro and British pound.

In managing foreign currency risk, HEINEKEN aims to reduce the impact of short-term fluctuations on earnings. Over the longer term, however, permanent changes in foreign exchange rates would have an impact on profit.

HEINEKEN hedges up to 90 per cent of its mainly intra-HEINEKEN US dollar cash flows on the basis of rolling cash flow forecasts in respect to forecast sales and purchases. Cash flows in other foreign currencies are also hedged on the basis of rolling cash flow forecasts. HEINEKEN mainly uses forward exchange contracts to hedge its foreign currency risk. The majority of the forward exchange contracts have maturities of less than one year after the balance sheet date.

HEINEKEN has a clear policy on hedging transactional exchange risks, which postpones the impact on financial results. Translation exchange risks are hedged to a limited extent, as the underlying currency positions are generally considered to be long term in nature. The result of the net investment hedging is recognised in the translation reserve, as can be seen in the consolidated statement of comprehensive income.

It is HEINEKEN’s policy to provide intra-HEINEKEN financing in the functional currency of subsidiaries where possible to prevent foreign currency exposure on a subsidiary level. The resulting exposure at Group level is hedged by means of forward exchange contracts. Intra-HEINEKEN financing in foreign currencies is mainly in British pounds, US dollars, Swiss francs and Polish zloty. In some cases, HEINEKEN elects to treat intra-HEINEKEN financing with a permanent character as equity and does not hedge the foreign currency exposure.

The principal amounts of HEINEKEN’s US dollar, British pound, Nigerian naira, Singapore dollar bank loans and bond issues are used to hedge local operations, which generate cash flows that have the same respective functional currencies or have functional currencies that are closely correlated. Corresponding interest on these borrowings is also denominated in currencies that match the cash flows generated by the underlying operations of HEINEKEN. This provides an economic hedge without derivatives being entered into.

In respect of other monetary assets and liabilities denominated in currencies other than the functional currencies of the Company and the various foreign operations, HEINEKEN ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.

Exposure to foreign currency risk

HEINEKEN’s transactional exposure to the British pound, US dollar and Euro was as follows based on notional amounts. The Euro column relates to transactional exposure to the Euro within subsidiaries which are reporting in other currencies.

 

                 2014                 2013  

In millions

   EUR     GBP     USD     EUR     GBP     USD  

Financial assets

            

Trade and other receivables

     14        12        44        15        —          37   

Cash and cash equivalents

     98        1        93        90        —          158   

Intragroup assets

     14        464        4,727        12        461        4,556   

Financial liabilities

            

Interest bearing liabilities

     (17     (878     (5,464     (12     (855     (6,183

Non-interest-bearing liabilities

     (1     —          (1     (13     —          (3

Trade and other payables

     (135     (9     (93     (105     (1     (124

Intragroup liabilities

     (728     1        (706     (414     (3     (282

Gross balance sheet exposure

     (755     (409     (1,400     (427     (398     (1,841

Estimated forecast sales next year

     186        —          1,373        167        —          1,408   

Estimated forecast purchases next year

     (1,739     (2     (1,562     (1,559     (10     (1,533

Gross exposure

     (2,308     (411     (1,589     (1,819     (408     (1,966

Net notional amount forward exchange contracts

     99        396        950        (373     397        1,533   

Net exposure

     (2,209     (15     (639     (2,192     (11     (433

Sensitivity analysis

            

Equity

     (35     (1     (31     9        —          15   

Profit or loss

     (6     (1     (2     (1     —          (6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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32. Financial risk management and financial instruments continued

 

Included in the US dollar amounts are intra-HEINEKEN cash flows.

Sensitivity analysis

A 10 per cent strengthening of the British pound and US dollar against the Euro or, in case of the Euro, a strengthening of the Euro against all other currencies as at 31 December would have affected the value of financial assets and liabilities recorded on the balance sheet and would have therefore decreased (increased) equity and profit by the amounts shown above. This analysis assumes that all other variables, in particular interest rates, remain constant.

A 10 per cent weakening of the British pound and US dollar against the Euro or, in case of the Euro, a weakening of the Euro against all other currencies as at 31 December would have had the equal but opposite effect on the basis that all other variables remain constant.

Interest rate risk

In managing interest rate risk, HEINEKEN aims to reduce the impact of short-term fluctuations on earnings. Over the longer term, however, permanent changes in interest rates would have an impact on profit.

HEINEKEN opts for a mix of fixed and variable interest rates in its financing operations, combined with the use of interest rate instruments. Currently, HEINEKEN’s interest rate position is more weighted towards fixed than floating. Interest rate instruments that can be used are interest rate swaps, forward rate agreements, caps and floors.

Swap maturity follows the maturity of the related loans and borrowings which have swap rates for the fixed leg ranging from 3.8 to 7.3 per cent (2013: from 3.6 to 7.3 per cent).

Interest rate risk – profile

At the reporting date, the interest rate profile of HEINEKEN’s interest-bearing financial instruments was as follows:

 

In millions of EUR

   2014     2013  

Fixed rate instruments

    

Financial assets

     99        96   

Financial liabilities

     (10,225     (11,017

Net interest rate swaps

     56        471   
     (10,070     (10,450
  

 

 

   

 

 

 

Variable rate instruments

    

Financial assets

     917        1,488   

Financial liabilities

     (1,532     (1,153

Net interest rate swaps

     (56     (471
     (671     (136
  

 

 

   

 

 

 

 

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Fair value sensitivity analysis for fixed rate instruments

HEINEKEN applies fair value and cash flow hedge accounting on certain fixed rate financial liabilities and designates derivatives (interest rate swaps) as hedging instruments. The fixed rate financial liabilities that were accounted for at fair value through profit and loss and the designated interest rate swaps were repaid/settled in 2014. The termination of these fair value hedges did not have a material impact on profit and loss.

A change of 100 basis points in interest rates would have increased (decreased) equity by EUR nil million (2013: EUR 5 million).

Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points in interest rates constantly applied during the reporting period would have increased (decreased) equity and profit or loss by the amounts shown below (after tax). This analysis assumes that all other variables, in particular foreign currency rates, remain constant and excludes any possible change in fair value of derivatives at period-end because of a change in interest rates. The analysis is performed on the same basis as for 2013.

 

      Profit or loss     Equity  

In millions of EUR

   100 bp increase     100 bp decrease     100 bp increase     100 bp decrease  

31 December 2014

        

Variable rate instruments

     (5     5        (5     5   

Net interest rate swaps

     —          —          —          —     

Cash flow sensitivity (net)

     (5     5        (5     5   
  

 

 

   

 

 

   

 

 

   

 

 

 

31 December 2013

        

Variable rate instruments

     3        (3     3        (3

Net interest rate swaps

     (4     4        (4     4   

Cash flow sensitivity (net)

     (1     1        (1     1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Commodity price risk

Commodity price risk is the risk that changes in commodity prices will affect HEINEKEN’s income. The objective of commodity price risk management is to manage and control commodity risk exposures within acceptable parameters, while optimising the return on risk. The main commodity exposure relates to the purchase of cans, glass bottles, malt and utilities. Commodity price risk is in principle addressed by negotiating fixed prices in supplier contracts with various contract durations. So far, commodity hedging with financial counterparties by HEINEKEN has been limited to aluminium hedging and to a limited extent gas and grains hedging, which are done in accordance with risk policies. HEINEKEN does not enter into commodity contracts other than to meet HEINEKEN’s expected usage and sale requirements. As at 31 December 2014, the market value of commodity swaps was EUR10 million negative (2013: EUR26 million negative).

Sensitivity analysis for aluminium hedges

The table below shows an estimated impact of 10 per cent change in the market price of aluminium.

 

             Equity  

In millions of EUR

   10 per cent increase      10 per cent decrease  

31 December 2014

     

Aluminium hedges

     34         (34

Cash flow hedges

The following table indicates the periods in which the cash flows associated with derivatives that are cash flow hedges are expected to occur:

 

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                                   2014  
In millions of EUR    Carrying
amount
    Expected
cash flows
    Less than
1 year
    1-2 years     2-5 years     More than
5 years
 

Interest rate swaps:

            

Assets

     166        1,701        605        82        1,014        —     

Liabilities

     (3     (1,463     (509     (70     (884     —     

Forward exchange contracts:

            

Assets

     24        1,541        1,394        147        —          —     

Liabilities

     (88     (1,607     (1,454     (153     —          —     

Commodity derivatives:

            

Assets

     5        9        6        2        1        —     

Liabilities

     (15     (19     (13     (5     (1     —     
     89        162        29        3        130        —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The periods in which the cash flows associated with forward exchange contracts that are cash flow hedges are expected to impact profit or loss is on average two months earlier than the occurrence of the cash flows as in the above table.

 

                                    2013  
In millions of EUR    Carrying
amount
    Expected
cash flows
    Less than
1 year
    1-2 years     2-5 years     More than
5 years
 

Interest rate swaps:

            

Assets

     63        1,607        79        561        967        —     

Liabilities

     (45     (1,543     (79     (509     (955     —     

Forward exchange contracts:

            

Assets

     39        643        530        113        —          —     

Liabilities

     (4     (607     (496     (111     —          —     

Commodity derivatives:

            

Assets

     —          —          —          —          —          —     

Liabilities

     (26     (26     (24     (2     —          —     
     27        74        10        52        12        —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment hedges

HEINEKEN hedges its investments in certain subsidiaries by entering local currency denominated borrowings, which mitigate the foreign currency translation risk arising from the subsidiaries net assets. These borrowings are designated as a net investment hedge. The fair value of these borrowings at 31 December 2014 was EUR520 million (2013: EUR273 million), and no ineffectiveness was recognised in profit and loss in 2014 (2013: nil).

Capital management

There were no major changes in HEINEKEN’s approach to capital management during the year. The Executive Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business and acquisitions. Capital is herein defined as equity attributable to equity holders of the Company (total equity minus non-controlling interests).

HEINEKEN is not subject to externally imposed capital requirements other than the legal reserves explained in note 22. Shares are purchased to meet the requirements of the share-based payment awards, as further explained in note 29.

Fair values

The fair values of financial assets and liabilities that differ from the carrying amounts shown in the statement of financial position are as follows:

 

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In millions of EUR

   Carrying amount
2014
    Fair value
2014
    Carrying amount
2013
    Fair value
2013
 

Bank loans

     (540     (540     (711     (711

Unsecured bond issues

     (8,769     (9,296     (8,987     (8,951

Finance lease liabilities

     (15     (15     (9     (9

Other interest-bearing liabilities

     (1,275     (1,275     (1,742     (1,742
  

 

 

   

 

 

   

 

 

   

 

 

 

Basis for determining fair values

The significant methods and assumptions used in estimating the fair values of financial instruments reflected in the table above are discussed in note 4.

Fair value hierarchy

The tables below present the financial instruments accounted for at fair value and amortised cost by level of the following fair value measurement hierarchy:

 

   

Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)

 

   

Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2)

 

   

Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3)

 

31 December 2014

   Level 1     Level 2     Level 3  

Available-for-sale investments

     99        86        68   

Non-current derivative assets

     —          97        —     

Current derivative assets

     —          122        —     

Investments held for trading

     13        —          —     
     112        305        68   

Non-current derivative liabilities

     —          (8     —     

Loans and borrowings

     (9,296     (1,829     —     

Current derivative liabilities

     —          (104     —     
     (9,296     (1,941     —     
  

 

 

   

 

 

   

 

 

 

 

31 December 2013

   Level 1     Level 2     Level 3  

Available-for-sale investments

     120        68        59   

Non-current derivative assets

     —          67        —     

Current derivative assets

     —          45        —     

Investments held for trading

     11        —          —     
     131        180        59   

Non-current derivative liabilities

     —          (47     —     

Loans and borrowings

     (8,951     (2,461     —     

Current derivative liabilities

     —          (149     —     
     (8,951     (2,657     —     
  

 

 

   

 

 

   

 

 

 

 

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There were no transfers between level 1 and level 2 of the fair value hierarchy during the period ended 31 December 2014.

Level 2

HEINEKEN determines level 2 fair values for over-the-counter securities based on broker quotes. The fair values of simple over-the-counter derivative financial instruments are determined by using valuation techniques. These valuation techniques maximise the use of observable market data where available.

The fair value of derivatives is calculated as the present value of the estimated future cash flows based on observable interest yield curves, basis spread and foreign exchange rates. These calculations are tested for reasonableness by comparing the outcome of the internal valuation with the valuation received from the counterparty. Fair values reflect the credit risk of the instrument and include adjustments to take into account the credit risk of HEINEKEN and counterparty when appropriate.

Level 3

Details of the determination of level 3 fair value measurements as at 31 December 2014 are set out below:

 

In millions of EUR

   2014     2013  

Available-for-sale investments based on level 3

    

Balance as at 1 January

     59        134   

Fair value adjustments recognised in other comprehensive income

     10        16   

Disposals

     (1     (1

Transfers

     —          (90

Balance as at 31 December

     68        59   
  

 

 

   

 

 

 

The fair values for the level 3 available-for-sale investments are based on the financial performance of the investments and the market multiples of comparable equity securities.

33. Off-balance sheet commitments

 

In millions of EUR

   Total 2014      Less than
1 year
     1-5 years      More than
5 years
     Total 2013  

Lease & operational lease commitments

     993         155         319         519         701   

Property, plant and equipment ordered

     158         154         4         —           160   

Raw materials purchase contracts

     3,400         1,396         1,766         238         4,526   

Other off-balance sheet obligations

     2,008         530         913         565         2,279   

Off-balance sheet obligations

     6,559         2,235         3,002         1,322         7,666   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Undrawn committed bank facilities

     2,871         5         2,866         —           2,397   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

HEINEKEN leases buildings, cars and equipment in the ordinary course of business.

Raw material contracts include long-term purchase contracts with suppliers in which prices are fixed or will be agreed based upon predefined price formulas. These contracts mainly relate to malt, bottles and cans.

During the year ended 31 December 2014, EUR291 million (2013: EUR282 million, 2012:EUR265 million) was recognised as an expense in profit or loss in respect of operating leases and rent.

Other off-balance sheet obligations mainly include distribution, rental, service and sponsorship contracts.

Committed bank facilities are credit facilities on which a commitment fee is paid as compensation for the bank’s requirement to reserve capital. The bank is legally obliged to provide the facility under the terms and conditions of the agreement.

 

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34. Contingencies

Brazil

As part of the acquisition of the beer operations of FEMSA in 2010, HEINEKEN inherited existing legal proceedings with labour unions, tax authorities and other parties of its, now wholly-owned, subsidiaries Cervejarias Kaiser Brasil and Cervejarias Kaiser Nordeste (jointly, Heineken Brasil). The proceedings have arisen in the ordinary course of business and are common to the current economic and legal environment of Brazil. The proceedings have partly been provided for (refer to note 30). The contingent amount being claimed against Heineken Brasil resulting from such proceedings as at 31 December 2014 is EUR620 million. Such contingencies were classified by legal counsel as less than probable of being settled against Heineken Brasil, but more than remote. However, HEINEKEN believes that the ultimate resolution of such legal proceedings will not have a material adverse effect on its consolidated financial position or result of operations. HEINEKEN does not expect any significant liability to arise from these contingencies. A significant part of the aforementioned contingencies (EUR355 million) is tax-related and qualifies for indemnification by FEMSA (refer to note 17).

As is customary in Brazil, Heineken Brasil has been requested by the tax authorities to collateralise tax contingencies currently in litigation amounting to EUR399 million by either pledging fixed assets or entering into available lines of credit which cover such contingencies.

Guarantees

 

In millions of EUR

   Total 2014      Less than
1 year
     1-5 years      More than
5 years
     Total 2013  

Guarantees to banks for loans (to third parties)

     354         152         190         12         280   

Other guarantees

     592         222         291         79         423   

Guarantees

     946         374         481         91         703   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Guarantees to banks for loans relate to loans to customers, which are given to external parties in the ordinary course of business of HEINEKEN. HEINEKEN provides guarantees to the banks to cover the risk related to these loans.

35. Related parties

Identification of related parties

HEINEKEN’s parent company is Heineken Holding N.V. HEINEKEN’s ultimate controlling party is Mrs. de Carvalho-Heineken. Our shareholder structure is set out in the section ‘Shareholder Information’.

In addition, HEINEKEN has related party relationships with its associates and joint ventures (refer to note 16), HEINEKEN pension funds (refer to note 28), Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA), employees (refer to note 25) and with its key management personnel (the Executive Board and the Supervisory Board).

Key management remuneration

 

In millions of EUR

   2014      2013      2012  

Executive Board

     15.4         10.0         6.8   

Supervisory Board

     1.0         1.0         1.0   

Total

     16.4         11.0         7.8   
  

 

 

    

 

 

    

 

 

 

Executive Board

The remuneration of the members of the Executive Board comprises a fixed component and a variable component. The variable component is made up of a Short-Term Variable pay (STV) and a Long-Term Variable award (LTV). The STV is based on financial and operational measures (75 per cent) and on individual leadership measures (25 per cent) as set by the Supervisory Board. It is partly paid out in shares that are blocked for a period of five calendar years. After the five calendar years, HEINEKEN will match the blocked shares 1:1 which we refer to as the matching share entitlement. For the LTV award refer to note 29.

As at 31 December 2014, Mr. Jean-François van Boxmeer held 117,889 Company shares and Mr. René Hooft Graafland held 58,975 (2013: Mr. Jean-François van Boxmeer 97,829 and Mr. René Hooft Graafland 49,962 shares). Mr. René Hooft Graafland held 3,052 ordinary shares of Heineken Holding N.V. as at 31 December 2014 (2013: 3,052 ordinary shares).

 

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35. Related parties continued

 

      2014  

In thousands of EUR

   J.F.M.L. van
Boxmeer
     D.R. Hooft
Graafland
     Total  

Fixed salary

     1,150         650         1,800   

Short-Term Variable pay

     2,769         1,118         3,887   

Matching share entitlement

     640         517         1,157   

Long-Term Variable award

     2,972         1,690         4,662   

APB bonus and retention

     750         —           750   

Pension contributions

     709         387         1,096   

Termination benefit1

     —           2,000         2,000   

Total1

     8,990         6,362         15,352   
  

 

 

    

 

 

    

 

 

 

 

      2013  

In thousands of EUR

   J.F.M.L. van
Boxmeer
     D.R. Hooft
Graafland
     Total  

Fixed salary

     1,150         650         1,800   

Short-Term Variable pay

     1,127         455         1,582   

Matching share entitlement

     564         228         792   

Long-Term Variable award

     475         227         702   

APB bonus and retention

     3,039         1,300         4,339   

Pension contributions

     470         277         747   

Termination benefit

     —           —           —     

Total1

     6,825         3,137         9,962   
  

 

 

    

 

 

    

 

 

 

 

      2012  

In thousands of EUR

   J.F.M.L. van
Boxmeer
     D.R. Hooft
Graafland
     Total  

Fixed salary

     1,050         650         1,700   

Short-Term Variable Pay

     1,361         602         1,963   

Matching share entitlement

     681         301         982   

Long-Term Variable award

     912         477         1,389   

APB bonus and retention

     —           —           —     

Pension contributions

     496         318         814   

Termination benefit

     —           —           —     

Total1

     4,500         2,348         6,848   
  

 

 

    

 

 

    

 

 

 

 

1 

In 2013 and 2012, the Dutch Government applied an additional tax levy of 16 per cent over 2013 (2012: 16 per cent) taxable income above EUR150,000. This tax levy related to remuneration over 2013 for the Executive Board is EUR1.5 million (2012: EUR0.8 million). In 2014, an estimated tax penalty of EUR1.5 million by the Dutch tax authorities was recognised in relation to the termination agreement of Mr. René Hooft Graafland. Both taxes are an expense to the employer and therefore not included in the tables above

The matching share entitlements for each year are based on the performance in that year. The CEO and CFO have chosen to invest 25 and 50 per cent, respectively, of their STV for 2014 into Heineken N.V. shares (investment shares); in 2013 and 2012 both the CEO and CFO invested 50 per cent. The corresponding matching shares vest immediately and as such a fair value of EUR1.2 million was recognised in the 2014 income statement (2013: EUR0.8 million, 2012: EUR1.0 million). The matching share entitlements are not dividend-bearing during the five calendar year holding period of the investment shares. The fair value has been adjusted for expected dividends by applying a discount based on our dividend policy and historical dividend payouts, during the vesting period.

In 2013, the CEO and CFO were rewarded with an extraordinary share award of EUR2.52 million for the CEO (45,893 shares gross) and EUR1.3 million for the CFO (23,675 shares gross) for the successful acquisition of Asia Pacific Breweries Limited. The awarded Heineken N.V. shares vested immediately and remain blocked for a period of five years from the grant date. Furthermore, the Supervisory Board granted a retention share award to the CEO in 2013, to the value of EUR1.5 million (27,317 share entitlements gross). Two years after the grant date the share award will vest and be converted into Heineken N.V. shares. A three-year holding restriction then applies to these shares. In 2014, an expense of EUR750,000 (2013: EUR500,000) is recognised for the retention award.

Resignation of Mr. René Hooft Graafland as a member of the Executive Board and CFO in 2015

Mr. René Hooft Graafland will resign from the Executive Board as from 24 April 2015 and his employment contract ends 1 May 2015. A severance payment of EUR2 million will be made upon resignation and is recognised in the 2014 income statement. This resignation is considered a retirement under the LTV plan rules, which implies that unvested LTV awards as of 1 May 2015 will continue to vest at their regular vesting dates, insofar and to the extent that predetermined performance conditions are met.

 

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35. Related parties continued

 

As a result, the expenses for the LTV awards 2013-2015 and 2014-2016 have been accelerated from their usual rate of one-third per year to a rate which ensures full expensing on 1 May 2015 rather than on 31 December 2015 and 2016. The impact of this acceleration in expensing for Mr. René Hooft Graafland is approximately EUR0.2 million.

 

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35. Related parties continued

 

Supervisory Board

The individual members of the Supervisory Board received the following remuneration:

 

In thousands of EUR

   2014      20131      20121  

G.J. Wijers2

     163         136         56   

C.J.A. van Lede3

     —           51         166   

J.A. Fernández Carbajal

     105         108         105   

M. Das

     88         88         85   

M.R. de Carvalho

     141         141         141   

J.M. Hessels4

     —           —           23   

J.M. de Jong5

     25         86         86   

A.M. Fentener van Vlissingen

     91         90         86   

M.E. Minnick

     83         80         73   

V.C.O.B.J. Navarre

     73         75         78   

J.G. Astaburuaga Sanjinés

     95         95         98   

H. Scheffers6

     81         51         —     

J.M. Huët7

     58         —           —     

Total

     1,003         1,001         997   
  

 

 

    

 

 

    

 

 

 

 

1 

Updated to include intercontinental travel allowance

2 

Appointed as Chairman as at 25 April 2013

3 

Stepped down as at 25 April 2013

4 

Stepped down as at 19 April 2012

5 

Stepped down as at 24 April 2014

6 

Appointed as at 25 April 2013

7 

Appointed as at 24 April 2014

Mr. Michel de Carvalho held 100,008 shares of Heineken N.V. as at 31 December 2014 (2013: 100,008 shares, 2012: 8 shares). As at 31 December 2014 and 2013, the Supervisory Board members did not hold any of the Company’s bonds or option rights. Mr. Michel de Carvalho held 100,008 ordinary shares of Heineken Holding N.V. as at 31 December 2014 (2013: 100,008 ordinary shares, 2012: Mr. Kees van Lede 2,656 and Mr. Michel de Carvalho 8 shares).

Other related party transactions

 

     Transaction value      Balance outstanding
as at 31 December
 

In millions of EUR

   2014      2013      2012      2014      2013      2012  

Sale of products, services and royalties

                 

To associates and joint ventures

     75         70         107         21         26         31   

To FEMSA

     857         699         649         136         129         114   
     932         769         756         157         155         145   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Raw materials, consumables and services

                 

Goods for resale – joint ventures

     —           —           —           —           —           —     

Other expenses – joint ventures

     —           —           —           —           —           —     

Other expenses FEMSA

     201         142         175         46         25         27   
     201         142         175         46         25         27   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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35. Related parties continued

 

Heineken Holding N.V.

In 2014, an amount of EUR744,285 (2013: EUR757,719, 2012: EUR694,065) was paid to Heineken Holding N.V. for management services for HEINEKEN.

This payment is based on an agreement of 1977 as amended in 2001, providing that Heineken N.V. reimburses Heineken Holding N.V. for its costs. Best practice provision III.6.4 of the Dutch Corporate Governance Code of 10 December 2008 has been observed in this regard.

FEMSA

As consideration for HEINEKEN’s acquisition of the beer operations of Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA), FEMSA became a major shareholder of Heineken N.V. Therefore, several existing contracts between FEMSA and former FEMSA-owned companies acquired by HEINEKEN have become related party contracts.

In April, HEINEKEN entered into a sale and leaseback transaction with FEMSA relating to logistics assets in Mexico. The proceeds of the transaction amounted to EUR 15 million. The relating operating lease expenses are included in Other Expenses – FEMSA.

36. HEINEKEN entities

Control of HEINEKEN

The shares and options of the Company are traded on Euronext Amsterdam, where the Company is included in the main AEX Index. Heineken Holding N.V. Amsterdam has an interest of 50.005 per cent in the issued capital of the Company. The financial statements of the Company are included in the consolidated financial statements of Heineken Holding N.V.

A declaration of joint and several liability pursuant to the provisions of Section 403, Part 9, Book 2, of the Dutch Civil Code has been issued with respect to legal entities established in the Netherlands. The list of the legal entities for which the declaration has been issued is disclosed in the Heineken N.V. stand-alone financial statements.

Pursuant to the provisions of Article 17 (1) of the Republic of Ireland Companies (Amendment) Act 1986, the Company issued irrevocable guarantees in respect of the financial year from 1 January 2014 up to and including 31 December 2014 in respect of the liabilities referred to in Article 5(c)(ii) of the Republic of Ireland Companies (Amendment) Act 1986 of the wholly-owned subsidiary companies Heineken Ireland Limited, Heineken Ireland Sales Limited, West Cork Bottling Limited, Western Beverages Limited, Beamish & Crawford Limited and Nash Beverages Limited.

Significant subsidiaries

Set out below are HEINEKEN’s significant subsidiaries at 31 December 2014. The subsidiaries as listed below are held by the Company and the proportion of ownership interests held equals the proportion of the voting rights held by HEINEKEN. The country of incorporation or registration is also their principal place of business.

There were no significant changes to the HEINEKEN structure and ownership interests except those disclosed in note 6.

 

            % of ownership  
     Country of incorporation      2014     2013  

Heineken International B.V.

     The Netherlands         100     100

Heineken Brouwerijen B.V.

     The Netherlands         100     100

Heineken Nederland B.V.

     The Netherlands         100     100

Cuauhtémoc Moctezuma Holding, S.A. de C.V.

     Mexico         100     100

Cervejarias Kaiser Brasil S.A.

     Brazil         100     100

Heineken France S.A.S.

     France         100     100

Nigerian Breweries Plc.

     Nigeria         54.3     54.1

Heineken USA Inc.

     United States         100     100

Heineken UK Ltd

     United Kingdom         100     100

Heineken España S.A.

     Spain         99.8     99.4

Heineken Italia S.p.A.

     Italy         100     100

Brau Union Österreich AG

     Austria         100     100

Grupa Zywiec S.A.

     Poland         65.2     65.2

LLC Heineken Breweries

     Russia         100     100

Vietnam Brewery Ltd.

     Vietnam         60     60
  

 

 

    

 

 

   

 

 

 

 

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36. HEINEKEN entities continued

 

Summarised financial information on subsidiaries with material non-controlling interests

On 31 December 2014, Nigerian Breweries Plc. completed the merger with Consolidated Breweries Ltd. HEINEKEN’s shareholding in Nigerian Breweries Plc. increased from 54.10 per cent to 54.29 per cent as a result of the merger. The transaction was treated as a common control transaction in the HEINEKEN consolidated financial statements. Locally, the acquisition is accounted for as a business combination, hence there are differences between the values below and the statutory financial statements of Nigerian Breweries Plc. The NCI in Nigerian Breweries Plc. is dispersed without any shareholder having an interest of more than 16 per cent.

Set out below is the summarised financial information for Nigerian Breweries Plc. which has a non-controlling interest material to HEINEKEN.

 

In millions of EUR

   2014     2013  

Summarised Balance Sheet

    

Current

    

Assets

     274        213   

Liabilities

     (554     (469

Total current net assets

     (280     (256
  

 

 

   

 

 

 

Non-current

    

Assets

     943        726   

Liabilities

     (303     (184

Total non-current net assets

     640        542   
  

 

 

   

 

 

 

 

In millions of EUR

   2014     2013     2012  

Summarised Income Statement

      

Revenue

     1,281        1,302        1,264   

Profit before income tax

     297        303        277   

Income tax

     (97     (95     (88

Net profit from continuing operations

     200        208        189   

Net profit from discontinuing operations

     —          —          —     

Other comprehensive income/(loss)

     1        (18     9   

Total comprehensive income

     201        190        198   
  

 

 

   

 

 

   

 

 

 

Total comprehensive income attributable to NCI

     92        87        91   

Dividend paid to NCI

     82        42        42   

 

In millions of EUR

   2014     2013     2012  

Summarised Cash Flow

      

Cash flow from operating activities

     405        530        360   

Interest paid

     (13     (25     (30

Income tax paid

     (115     (81     (99

Net cash generated from operating activities

     277        424        231   

Net cash used in Investing activities

     (162     (157     (181

Net cash used in financing activities

     (145     (268     (110

Net change in cash and cash equivalents

     (30     (1     (60

Exchange difference

     3        (1     5   

37. Subsequent events

No subsequent events occurred that are significant to HEINEKEN.

 

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Executive and Supervisory Board statement

The members of the Supervisory Board signed the financial statements in order to comply with their statutory obligation pursuant to Article 2:101, paragraph 2, of the Dutch Civil Code.

The members of the Executive Board signed the financial statements in order to comply with their statutory obligation pursuant to Article 2:101, paragraph 2, of the Dutch Civil Code and Article 5:25c, paragraph 2 sub c, of the Financial Markets Supervision Act.

 

Amsterdam, 10 February 2015  

Executive Board

 

Supervisory Board

  Van Boxmeer   Wijers
  Hooft Graafland   Fernández Carbajal
    Das
    de Carvalho
    Fentener van Vlissingen
    Minnick
    Navarre
    Astaburuaga Sanjinés
    Scheffers
    Huët

 

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